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Share Name | Share Symbol | Market | Type |
---|---|---|---|
EuroDry Ltd | NASDAQ:EDRY | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 24.7673 | 22.50 | 39.43 | 0 | 09:05:08 |
Registration Statement No. 333 –
|
Republic of the Marshall Islands
(State or other jurisdiction of
incorporation or organization)
|
N/A
(I.R.S. Employer
Identification No.)
|
EuroDry Ltd.
4 Messogiou & Evropis Street
151 24 Maroussi, Greece
001 30 211 1804005
(Address and telephone number of Registrant's principal executive offices)
|
Seward & Kissel LLP
Attention: Anthony Tu-Sekine, Esq.
901 K Street NW
Washington, D.C. 20001
(202) 661-7150
(Name, address and telephone number of agent for service)
|
Anthony Tu-Sekine, Esq.
Seward & Kissel LLP
901 K Street NW
Washington, D.C. 20001
(202) 661-7150
|
||
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section
8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
|
PROSPECTUS SUMMARY
|
1 |
RISK FACTORS
|
6 |
USE OF PROCEEDS
|
7 |
OUR CAPITALIZATION
|
8 |
DIVIDEND POLICY
|
9 |
PLAN OF DISTRIBUTION
|
10 |
DESCRIPTION OF CAPITAL STOCK
|
12 |
DESCRIPTION OF PREFERRED SHARES
|
17 |
DESCRIPTION OF WARRANTS
|
18 |
DESCRIPTION OF DEBT SECURITIES
|
19 |
DESCRIPTION OF UNITS
|
25 |
TAX CONSIDERATIONS
|
26 |
EXPENSES
|
33 |
EXPERTS
|
33 |
LEGAL MATTERS
|
33 |
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
33 |
GLOSSARY OF SHIPPING TERMS
|
35 |
• |
our future operating or financial results;
|
• |
future, pending or recent acquisitions, joint ventures, business strategy, areas of possible expansion, and expected capital spending or operating expenses;
|
• |
drybulk industry trends, including charter rates and factors affecting vessel supply and demand;
|
• |
fluctuations in our stock price as a result of volatility in securities markets;
|
• |
the impact of increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our Environmental, Social and Governance (“ESG”)
policies;
|
• |
our financial condition and liquidity, including our ability to obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities;
|
• |
availability of crew, number of off-hire days, drydocking requirements and insurance costs;
|
• |
our expectations about the availability of vessels to purchase or the useful lives of our vessels;
|
• |
our expectations relating to dividend payments and our ability to make such payments;
|
• |
our ability to leverage to our advantage our manager’s relationships and reputations in the drybulk shipping industry;
|
• |
changes in seaborne and other transportation patterns;
|
• |
changes in governmental rules and regulations or actions taken by regulatory authorities;
|
• |
potential liability from future litigation;
|
• |
global and regional political conditions;
|
• |
acts of terrorism and other hostilities, including piracy;
|
• |
the severity and duration of natural disasters or public health emergencies, including the spread of coronavirus (“COVID-19”), including possible delays due to the quarantine of vessels and
crew, as well as government-imposed shutdowns; and
|
• |
other factors discussed in the section titled “Risk Factors.”
|
Name
|
Type
|
Dwt
|
Year Built
|
Employment (*)
|
TCE Rate ($/day)
|
Dry Bulk Vessels
|
|
|
|
|
|
EKATERINI
|
Kamsarmax
|
82,000
|
2018
|
TC until Mar-25
|
Hire 105.5% of the Average Baltic Kamsarmax P5TC(**) index
|
XENIA
|
Kamsarmax
|
82,000
|
2016
|
TC until Mar-24
|
Hire 105.5% of the Average Baltic Kamsarmax P5TC(**) index
|
ALEXANDROS P
|
Ultramax
|
63,500
|
2017
|
TC until Jul-23
|
$16,250
|
GOOD HEART
|
Ultramax
|
62,996
|
2014
|
TC until Aug-23
|
$15,075
|
MOLYVOS LUCK
|
Supramax
|
57,924
|
2014
|
TC until Aug-23
|
$7,750
|
EIRINI P
|
Panamax
|
76,466
|
2004
|
TC until Oct-23
|
$15,750
|
SANTA CRUZ
|
Panamax
|
76,440
|
2005
|
TC until Jul-23
|
$8,000
|
STARLIGHT
|
Panamax
|
75,845
|
2004
|
TC until Aug-23
|
$9,000
|
TASOS
|
Panamax
|
75,100
|
2000
|
TC until Jul-23
|
$12,700
|
BLESSED LUCK
|
Panamax
|
76,704
|
2004
|
TC until Jan-24
|
$15,800
|
Total Vessels
|
10
|
728,975
|
(*) |
TC denotes time charter. Charter duration indicates earliest redelivery date.
|
(**) |
The average Baltic Kamsarmax P5TC Index is an index based on five Panamax time charter routes.
|
• |
Experienced Management Team. Our management team has significant experience in all aspects of commercial, technical, operational and financial areas of
our business. Aristides J. Pittas, our Chairman and Chief Executive Officer, holds a dual graduate degree in Naval Architecture and Marine Engineering and Ocean Systems Management from the Massachusetts Institute of Technology. He has worked
in various technical, shipyard and ship management capacities and since 1991 has focused on the ownership and operation of vessels carrying dry cargoes. Dr. Anastasios Aslidis, our Chief Financial Officer, holds a Ph.D. in Ocean Systems
Management also from the Massachusetts Institute of Technology and has over 30 years of experience in the financial management of public shipping companies as well as investment and risk management in the maritime industry.
|
• |
Cost Efficient Vessel Operations. We believe that because of the efficiencies afforded to us through Eurobulk, the strength of our management team and
the quality of our fleet, we are, and will continue to be, a reliable, low cost vessel operator, without compromising our high standards of performance, reliability and safety.
|
• |
Strong Relationships with Customers and Financial Institutions. We believe ourselves, Eurobulk, Eurobulk FE and the Pittas family have developed strong
industry relationships and have gained acceptance with charterers, lenders and insurers because of long-standing reputation for safe and reliable service and financial responsibility through various shipping cycles. Through Eurobulk and
Eurobulk FE, we offer reliable service and cargo carrying flexibility that enables us to attract customers and obtain repeat business. We also believe that the established customer base and reputation of ourselves, Eurobulk, Eurobulk FE and
the Pittas family help us to secure favorable employment for our vessels with well-known charterers.
|
• |
Renew and Expand our Fleet. We expect to grow our fleet in a disciplined manner through timely and selective acquisitions of quality vessels. We
perform in-depth technical review and financial analysis of each potential acquisition and only purchase vessels as market opportunities present themselves. We focus on purchasing well-maintained secondhand vessels, newbuildings or
newbuilding resales based on the evaluation of each investment option at the time it is made. In May 2021, we acquired a Panamax drybulk vessel, followed by an Ultramax drybulk vessel in September 2021. In February 2022, we purchased a
Supramax drybulk carrier, followed by another Panamax drybulk vessel in April 2022.
|
• |
Maintain Balanced Employment. We intend to employ our fleet on either longer term time charters, i.e. charters with duration of more than a year, or
shorter term time/spot charters. We seek longer term time charter employment to obtain adequate cash flow to cover as much as possible of our fleet’s recurring costs, consisting of vessel operating expenses, management fees, general and
administrative expenses, interest expense and drydocking costs for the upcoming 12-month period. We also may use FFAs – as a substitute for time charter employment – to partly provide coverage for our drybulk vessels in order to increase the
predictability of our revenues. We look to deploy the remainder of our fleet on spot charters, shipping pools or contracts of affreightment (“COA”) depending on our view of the direction of the markets and other tactical or strategic
considerations. When we expect charter rates to improve we try to increase the percentage of our fleet employed in shorter term contracts (allowing us to take advantage of higher rates in the future), while when we expect the market to weaken
we try to increase the percentage of our fleet employed in longer term contracts (allowing us to take advantage of higher current rates). We believe this balanced employment strategy will provide us with more predictable operating cash flows
and sufficient downside protection, while allowing us to participate in the potential upside of the spot market during periods of rising charter rates. As of June 30, 2023, on the basis of our existing time charters, approximately 46% of our
vessel capacity for the remainder of 2023 are under time charter contracts, which will ensure employment of a portion of our fleet, partly protect us from market fluctuations and increase our ability to make principal and interest payments on
our debt and pay dividends to our shareholders.
|
• |
Optimize Use of Financial Leverage. We intend to use bank debt to partly fund our vessel acquisitions and increase financial returns for our
shareholders. We actively assess the level of debt we incur in light of our ability to repay that debt based on the level of cash flow generated from our balanced chartering strategy and efficient operating cost structure. Our debt repayment
schedule as of December 31, 2022 calls for a reduction of approximately 28.15% of our debt by the end of 2023 and an additional reduction of about 17.21% by the end of 2024 for a total of 45.36% reduction over the next two years, excluding
any new debt that we assumed or may assume. As our debt is being repaid, we expect that our ability to raise or borrow additional funds more cheaply in order to grow our fleet and generate better returns for our shareholders will increase.
|
• |
ESG Practices: We actively manage a broad range of ESG initiatives, taking into consideration their expected impact on the sustainability of our
business over time, and the potential impact of our business on society and the environment. Regarding environmental initiatives, in 2021 and 2022 we implemented technical and operational measures that we expect will result in energy savings
and a reduced carbon footprint for our vessels. Moreover, we pay considerable attention to our human resources both on our vessels and ashore, proven by a variety of practices, including worldwide training on safety and management systems,
and medical insurance for all employees. Our current ESG report can be found on our website.
|
o |
a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;
|
o |
purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;
|
o |
ordinary brokerage transactions and transactions in which a broker solicits purchasers; or
|
o |
trading plans entered into by us pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are in place at the time of an
offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of our securities on the basis of parameters described in such trading plans.
|
o |
enter into transactions involving short sales of our common shares by broker-dealers;
|
o |
sell common shares short and deliver the shares to close out short positions;
|
o |
enter into options or other types of transactions that require us to deliver common shares to a broker-dealer, who will then resell or transfer the common shares under this
prospectus; or
|
o |
loan or pledge the common shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.
|
Period
|
Total Number
of Shares
Purchased
|
Average
Price Paid
per Share (1)
|
Total Number of
Shares Purchased
as part of Publicly
Announced Plans or Programs
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||||||||
September 1-30, 2022
|
106,821
|
$
|
13.725
|
106,821
|
$
|
8,533,908
|
||||||||||
October 1-31, 2022
|
2,142
|
$
|
13.796
|
2,142
|
$
|
8,504,356
|
||||||||||
November 1-30, 2022
|
9,325
|
$
|
15.922
|
9,325
|
$
|
8,355,885
|
||||||||||
December 1-31, 2022
|
22,013
|
$
|
15.926
|
22,013
|
$
|
8,005,313
|
||||||||||
January 1-31, 2023
|
7,061
|
$
|
16.765
|
7,061
|
$
|
7,886,935
|
||||||||||
February 1-28, 2023
|
11,851
|
$
|
16.760
|
11,851
|
$
|
7,688,314
|
||||||||||
March 1-31, 2023
|
39,518
|
$
|
17.233
|
39,518
|
$
|
7,007,319
|
||||||||||
April 1-30, 2023
|
0
|
N/A
|
0
|
$
|
7,007,319
|
|||||||||||
May 1-31, 2023
|
0
|
N/A
|
0
|
$
|
7,007,319
|
|||||||||||
June 1-30, 2023
|
3,518
|
13.871
|
3,518
|
$
|
6,958,522
|
|||||||||||
July 1-7, 2023
|
5,016
|
14.051
|
5,016
|
$
|
6,888,043
|
|||||||||||
Total
|
207,265
|
N/A
|
207,265
|
N/A
|
|
(1) |
The average price paid per share does not include commissions paid for each transaction.
|
• |
the title of such warrants;
|
• |
the aggregate number of such warrants;
|
• |
the price or prices at which such warrants will be issued;
|
• |
the currency or currencies, including composite currencies, in which the price of such warrants may be payable;
|
• |
the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies,
securities or indices, or any combination of the foregoing, purchasable upon exercise of such warrants;
|
• |
the price at which and the currency or currencies, in which the securities or other rights purchasable upon exercise of such warrants may be purchased;
|
• |
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
|
• |
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
|
• |
if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
|
• |
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
|
• |
information with respect to book-entry procedures, if any;
|
• |
if applicable, a discussion of any material United States federal income tax considerations; and
|
• |
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
|
• |
the designation, aggregate principal amount and authorized denominations;
|
• |
the issue price, expressed as a percentage of the aggregate principal amount;
|
• |
the maturity date;
|
• |
the interest rate per annum, if any;
|
• |
if the offered debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the date on which payment of interest will
commence and the regular record dates for interest payment dates;
|
• |
any optional or mandatory sinking fund provisions or conversion or exchangeability provisions;
|
• |
the date, if any, after which and the price or prices at which the offered debt securities may be optionally redeemed or must be mandatorily redeemed and any other terms and provisions of
optional or mandatory redemptions;
|
• |
whether the debt securities are convertible and the terms of such conversion;
|
• |
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which offered debt securities of the series will be issuable;
|
• |
if other than the full principal amount, the portion of the principal amount of offered debt securities of the series which will be payable upon acceleration or provable in bankruptcy;
|
• |
any events of default not set forth in this prospectus;
|
• |
the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the United States;
|
• |
if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the offered debt securities of the series are stated to
be payable, the period or periods within which, and the terms and conditions upon which, the election may be made;
|
• |
whether interest will be payable in cash or additional securities at our or the holder's option and the terms and conditions upon which the election may be made;
|
• |
if denominated in a currency or currencies other than the currency of the United States, the equivalent price in the currency of the United States for purposes of determining the voting rights
of holders of those debt securities under the applicable indenture;
|
• |
if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the
offered debt securities of the series are stated to be payable, the manner in which the amounts will be determined;
|
• |
any restrictive covenants or other material terms relating to the offered debt securities, which may not be inconsistent with the applicable indenture;
|
• |
whether the offered debt securities will be issued in the form of global securities or certificates in registered form;
|
• |
any terms with respect to subordination;
|
• |
any listing on any securities exchange or quotation system; and
|
• |
additional provisions, if any, related to defeasance and discharge of the offered debt securities.
|
• |
the principal, premium, if any, interest and any other amounts owing in respect of our indebtedness for money borrowed and indebtedness evidenced by securities, notes, debentures, bonds or
other similar instruments issued by us, including the senior debt securities or letters of credit;
|
• |
all capitalized lease obligations;
|
• |
all hedging obligations;
|
• |
all obligations representing the deferred purchase price of property; and
|
• |
all deferrals, renewals, extensions and refundings of obligations of the type referred to above;
|
• |
subordinated debt securities; and
|
• |
any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, our subordinated debt securities.
|
• |
the ability of us or our subsidiaries to incur either secured or unsecured debt, or both;
|
• |
the ability to make certain payments, dividends, redemptions or repurchases;
|
• |
our ability to create dividend and other payment restrictions affecting our subsidiaries;
|
• |
our ability to make investments;
|
• |
mergers and consolidations by us or our subsidiaries;
|
• |
sales of assets by us;
|
• |
our ability to enter into transactions with affiliates;
|
• |
our ability to incur liens; and
|
• |
sale and leaseback transactions.
|
• |
changes the amount of securities whose holders must consent to an amendment, supplement or waiver;
|
• |
reduces the rate of or changes the interest payment time on any security or alters its redemption provisions (other than any alteration to any such section which would not materially adversely
affect the legal rights of any holder under the indenture) or the price at which we are required to offer to purchase the securities;
|
• |
reduces the principal or changes the maturity of any security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation;
|
• |
waives a default or event of default in the payment of the principal of or interest, if any, on any security (except a rescission of acceleration of the securities of any series by the holders
of at least a majority in principal amount of the outstanding securities of that series and a waiver of the payment default that resulted from such acceleration);
|
• |
makes the principal of or interest, if any, on any security payable in any currency other than that stated in the security;
|
• |
makes any change with respect to holders' rights to receive principal and interest, the terms pursuant to which defaults can be waived, certain modifications affecting shareholders or certain
currency-related issues; or
|
• |
waives a redemption payment with respect to any security or change any of the provisions with respect to the redemption of any securities,
|
• |
default in any payment of interest when due which continues for 30 days;
|
• |
default in any payment of principal or premium when due;
|
• |
default in the deposit of any sinking fund payment when due;
|
• |
default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after we receive notice of the default;
|
• |
default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly responsible or liable therefor) having a
principal amount in excess of a minimum amount set forth in the applicable subsequent filing, whether such indebtedness now exists or is hereafter created, which default shall have resulted in such indebtedness becoming or being declared due
and payable prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive notice of the default; and
|
• |
events of bankruptcy, insolvency or reorganization.
|
• |
the depository for such global securities notifies us that it is unwilling or unable to continue as depository or such depository ceases to be a clearing agency registered under the Exchange
Act and, in either case, a successor depository is not appointed by us within 90 days after we receive the notice or become aware of the ineligibility;
|
• |
we in our sole discretion determine that the global securities shall be exchangeable for certificated debt securities; or
|
• |
there shall have occurred and be continuing an event of default under the applicable indenture with respect to the debt securities of that series.
|
• |
the terms of the units and of the warrants, debt securities, preferred shares and common shares comprising the units, including whether and under what circumstances the
securities comprising the units may be traded separately;
|
• |
a description of the terms of any unit agreement governing the units;
|
• |
if applicable, a discussion of any material U.S. federal income tax considerations; and
|
• |
a description of the provisions for the payment, settlement, transfer or exchange of the units.
|
• |
we have, or are considered to have, a fixed place of business in the United States involved in the earning of United States source shipping income; and
|
• |
substantially all of our United States source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published
schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
|
• |
at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental
business); or
|
• |
at least 50% of the average value of our assets during such taxable year produce, or are held for the production of, passive income.
|
• |
the excess distribution or gain would be allocated ratably over the Non-Electing Holder's aggregate holding period for the common shares;
|
• |
the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, would be taxed as ordinary income and would not be "qualified
dividend income"; and
|
• |
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge
for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
|
• |
the gain is effectively connected with the Non-United States Holder's conduct of a trade or business in the United States (and, if the Non-United States Holder is entitled to the benefits of a
United States income tax treaty with respect to that gain, that gain is attributable to a permanent establishment maintained by the Non-United States Holder in the United States); or
|
• |
the Non-United States Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.
|
• |
fail to provide an accurate taxpayer identification number;
|
• |
are notified by the IRS that you have failed to report all interest or dividends required to be shown on your United States federal income tax returns; or
|
• |
in certain circumstances, fail to comply with applicable certification requirements.
|
SEC registration fee
|
$
|
22,040
|
*
|
|
FINRA fee
|
$ |
**
|
||
Legal fees and expenses
|
$ |
**
|
||
Accounting fees and expenses
|
$ |
**
|
||
Indenture trustee fees and expenses
|
$ |
**
|
||
Rating agency fees
|
$ |
**
|
||
Transfer Agent fees
|
$ |
**
|
||
Miscellaneous
|
$ |
**
|
||
Total
|
$ |
**
|
* |
Includes the $22,040 previously paid in connection with unsold securities pursuant to Rule 457(p).
|
** |
To be updated, if necessary, by amendment, supplement or as an exhibit to Report on Form 6-K that is incorporated by reference in this registration statement.
|
• |
Our Annual Report on Form 20-F for the year ended December 31, 2022, filed with the Commission on April 24, 2023, which contains our audited consolidated financial statements for the most recent fiscal year for which those statements have been
filed.
|
• |
Exhibit 1 to our Report of Foreign Private Issuer on Form 6-K
filed with the Commission on May 15, 2023 (except for the paragraph beginning with “Aristides Pittas, Chairman and CEO of Euroseas commented:” and the next succeeding paragraph), which contains a press release reporting the Company’s
results for the quarter ended March 31, 2023.
|
• |
Exhibit 99.1 to our Report of Foreign Private Issuer on Form
6-K filed with the Commission on June 27, 2023, which contains the results of the Company’s 2023 Annual General Meeting, held on June 23, 2023.
|
Item 8. |
Indemnification of Directors and Officers.
|
Item 9. |
Exhibits
|
Item 10. |
Undertakings.
|
(a) |
The undersigned registrant hereby undertakes:
|
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;
|
(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
|
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
|
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information
in the registration statement.
|
(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4) |
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or
throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the
prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the
Securities Act of 1933 or Item 8.A of Form F-20 if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
|
(5)(i) |
That, for the purpose of determining any liability under the Securities Act of 1933, as amended, to any purchaser;
|
(A) |
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this Registration Statement as of the date the filed prospectus was deemed part
of and included in this Registration Statement; and
|
(B) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to
such effective date.
|
(6) |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
|
(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(b) |
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(c)–(g) |
Not applicable.
|
(h) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
|
(i) |
Not applicable.
|
(j) |
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.
|
(k) |
Not applicable.
|
EURODRY LTD.
|
|||
By:
|
/s/ Aristides J. Pittas
|
||
Name:
|
Aristides J. Pittas
|
||
Title:
|
President and Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
/s/ Aristides J. Pittas
|
Chairman of the Board of Directors,
|
July 14, 2023
|
|
Aristides J. Pittas
|
President, Chief Executive Officer
|
||
(Principal Executive Officer)
|
|||
/s/ Dr. Anastasios Aslidis
|
Chief Financial Officer, Treasurer and Director
|
July 14, 2023
|
|
Dr. Anastasios Aslidis
|
(Principal Financial and Accounting Officer)
|
||
/s/ Aristides P. Pittas
|
Vice Chairman and Director
|
July 14, 2023
|
|
Aristides P. Pittas
|
|||
/s/ Apostolos Tamvakakis
|
Director
|
July 14, 2023
|
|
Apostolos Tamvakakis
|
|||
/s/ Panagiotis Kyriakopoulos
|
Director
|
July 14, 2023
|
|
Panagiotis Kyriakopoulos
|
|||
/s/ George Taniskidis
|
Director
|
July 14, 2023
|
|
George Taniskidis
|
|||
By:
|
/s/ Dr. Anastasios Aslidis
|
||
Name: Dr. Anastasios Aslidis
|
|||
Authorized Representative in the United States
|
Exhibits
|
Description of Exhibits
|
1.1
|
Form of Underwriting Agreement *
|
4.1
|
|
4.2
|
Specimen preferred share certificate *
|
4.3
|
Form of warrant agreement *
|
4.4
|
Form of unit agreement *
|
4.5
|
|
4.6
|
|
4.7
|
|
4.8
|
|
4.9
|
|
4.10
|
|
5.1
|
|
8.1
|
|
23.1
|
|
23.2
|
|
24.1
|
|
25.1
|
Form of T-1 Statement of Eligibility (senior indenture) **
|
25.2
|
Form of T-1 Statement of Eligibility (subordinated indenture) **
|
107 | Calculation of Filing Fee Table |
* |
To be filed as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934, as amended, and incorporated by reference herein.
|
** |
To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.
|
(1) |
Incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement filed with the Commission on May 8, 2018.
|
(2) |
Incorporated herein by reference to Exhibit 1 to the Company's report on Form 6-K filed with the Commission on May 31, 2018.
|
(3) |
Incorporated herein by reference to Exhibit 1 to the Company's report on Form 6-K filed with the Commission on February 1, 2021.
|
(4) |
Incorporated herein by reference to Exhibit 4.4 to the Company's Registration Statement filed with the Commission on May 8, 2018.
|
|
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
|
1
|
SECTION 1.01. Definitions.
|
1
|
SECTION 1.02. Other Definitions.
|
5
|
SECTION 1.03. Incorporation by Reference of Trust Indenture Act.
|
5
|
SECTION 1.04. Rules of Construction.
|
6
|
ARTICLE II THE SECURITIES
|
6
|
SECTION 2.01. Issuable in Series.
|
6
|
SECTION 2.02. Establishment of Terms of Series of Securities.
|
7
|
SECTION 2.03. Execution and Authentication.
|
9
|
SECTION 2.04. Registrar and Paying Agent.
|
10
|
SECTION 2.05. Paying Agent to Hold Money in Trust.
|
10
|
SECTION 2.06. Securityholder Lists.
|
11
|
SECTION 2.07. Transfer and Exchange.
|
11
|
SECTION 2.08. Mutilated, Destroyed, Lost and Stolen Securities.
|
12
|
SECTION 2.09. Outstanding Securities.
|
12
|
SECTION 2.10. Treasury Securities.
|
13
|
SECTION 2.11. Temporary Securities.
|
13
|
SECTION 2.12. Cancellation.
|
13
|
SECTION 2.13. Defaulted Interest.
|
14
|
SECTION 2.14. Global Securities.
|
14
|
SECTION 2.15. CUSIP Numbers.
|
15
|
ARTICLE III REDEMPTION
|
15
|
SECTION 3.01. Notice to Trustee.
|
15
|
SECTION 3.02. Selection of Securities to be Redeemed.
|
15
|
SECTION 3.03. Notice of Redemption.
|
16
|
SECTION 3.04. Effect of Notice of Redemption.
|
16
|
SECTION 3.05. Deposit of Redemption Price.
|
17
|
SECTION 3.06. Securities Redeemed in Part.
|
17
|
ARTICLE IV COVENANTS
|
17
|
SECTION 4.01. Payment of Principal and Interest.
|
17
|
SECTION 4.02. SEC Reports.
|
17
|
SECTION 4.03. Compliance Certificate.
|
18
|
SECTION 4.04. Stay, Extension and Usury Laws.
|
19
|
SECTION 4.05. Corporate Existence.
|
19
|
SECTION 4.06. Taxes.
|
19
|
SECTION 4.07. Additional Interest Notice.
|
19
|
SECTION 4.08. Further Instruments and Acts.
|
19
|
ARTICLE V SUCCESSORS
|
20
|
SECTION 5.01. When Company May Merge, Etc.
|
20
|
SECTION 5.02. Successor Corporation Substituted.
|
20
|
ARTICLE VI DEFAULTS AND REMEDIES
|
20
|
SECTION 6.01. Events of Default.
|
20
|
SECTION 6.02. Acceleration of Maturity; Rescission and Annulment.
|
22
|
SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee.
|
24
|
SECTION 6.04. Trustee May File Proofs of Claim.
|
24
|
SECTION 6.05. Trustee May Enforce Claims Without Possession of Securities.
|
25
|
SECTION 6.06. Application of Money Collected.
|
25
|
SECTION 6.07. Limitation on Suits.
|
25
|
SECTION 6.08. Unconditional Right of Holders to Receive Principal and Interest.
|
26
|
SECTION 6.09. Restoration of Rights and Remedies.
|
26
|
SECTION 6.10. Rights and Remedies Cumulative.
|
26
|
SECTION 6.11. Delay or Omission Not Waiver.
|
26
|
SECTION 6.12. Control by Holders.
|
27
|
SECTION 6.13. Waiver of Past Defaults.
|
27
|
SECTION 6.14. Undertaking for Costs.
|
27
|
ARTICLE VII TRUSTEE
|
28
|
SECTION 7.01. Duties of Trustee.
|
28
|
SECTION 7.02. Rights of Trustee.
|
29
|
SECTION 7.03. Individual Rights of Trustee.
|
30
|
SECTION 7.04. Trustee's Disclaimer.
|
30
|
SECTION 7.05. Notice of Defaults.
|
30
|
SECTION 7.06. Reports by Trustee to Holders.
|
30
|
SECTION 7.07. Compensation and Indemnity.
|
31
|
SECTION 7.08. Replacement of Trustee.
|
31
|
SECTION 7.09. Successor Trustee by Merger, etc.
|
32
|
SECTION 7.10. Eligibility; Disqualification.
|
32
|
SECTION 7.11. Preferential Collection of Claims Against Company.
|
33
|
ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE
|
33
|
SECTION 8.01. Satisfaction and Discharge of Indenture.
|
33
|
SECTION 8.02. Application of Trust Funds; Indemnification.
|
34
|
SECTION 8.03. Legal Defeasance of Securities of any Series.
|
35
|
SECTION 8.04. Covenant Defeasance.
|
36
|
SECTION 8.05. Repayment to Company.
|
37
|
ARTICLE IX AMENDMENTS AND WAIVERS
|
37
|
SECTION 9.01. Without Consent of Holders.
|
37
|
SECTION 9.02. With Consent of Holders.
|
38
|
SECTION 9.03. Limitations.
|
39
|
SECTION 9.04. Compliance with Trust Indenture Act.
|
39
|
SECTION 9.05. Revocation and Effect of Consents.
|
40
|
SECTION 9.06. Notation on or Exchange of Securities.
|
40
|
SECTION 9.07. Trustee Protected.
|
40
|
SECTION 9.08. Effect of Supplemental Indenture.
|
40
|
ARTICLE X MISCELLANEOUS
|
41
|
SECTION 10.01. Trust Indenture Act Controls.
|
41
|
SECTION 10.02. Notices.
|
41
|
SECTION 10.03. Communication by Holders with Other Holders.
|
42
|
SECTION 10.04. Certificate and Opinion as to Conditions Precedent.
|
42
|
SECTION 10.05. Statements Required in Certificate or Opinion.
|
42
|
SECTION 10.06. Record Date for Vote or Consent of Holders.
|
43
|
SECTION 10.07. Rules by Trustee and Agents.
|
43
|
SECTION 10.08. Legal Holidays.
|
43
|
SECTION 10.09. No Recourse Against Others.
|
43
|
SECTION 10.10. Counterparts.
|
43
|
SECTION 10.11. Governing Laws and Submission to Jurisdiction.
|
44
|
SECTION 10.12. No Adverse Interpretation of Other Agreements.
|
44
|
SECTION 10.13. Successors.
|
44
|
SECTION 10.14. Severability.
|
44
|
SECTION 10.15. Table of Contents, Headings, Etc.
|
44
|
SECTION 10.16. Securities in a Foreign Currency or in ECU.
|
45
|
SECTION 10.17. Judgment Currency.
|
45
|
SECTION 10.18. Compliance with Applicable Anti-Terrorism and Money Laundering
Regulations.
|
46
|
ARTICLE XI SINKING FUNDS
|
46
|
SECTION 11.01. Applicability of Article.
|
46
|
SECTION 11.02. Satisfaction of Sinking Fund Payments with Securities.
|
47
|
SECTION 11.03. Redemption of Securities for Sinking Fund.
|
47
|
Section 310(a)(1)
|
7.10
|
(a)(2)
|
7.10
|
(a)(3)
|
Not Applicable
|
(a)(4)
|
Not Applicable
|
(a)(5)
|
7.10
|
(b)
|
7.10
|
(c)
|
Not Applicable
|
Section 311(a)
|
7.11
|
(b)
|
7.11
|
(c)
|
Not Applicable
|
Section 312(a)
|
2.06
|
(b)
|
10.03
|
(c)
|
10.03
|
Section 313(a)
|
7.06
|
(b)(1)
|
7.06
|
(b)(2)
|
7.06
|
(c)(1)
|
7.06
|
(d)
|
7.06
|
Section 314(a)
|
4.02, 10.05
|
(b)
|
Not Applicable
|
(c)(1)
|
10.04
|
(c)(2)
|
10.04
|
(c)(3)
|
Not Applicable
|
(d)
|
Not Applicable
|
(e)
|
10.05
|
(f)
|
Not Applicable
|
Section 315(a)
|
7.01
|
(b)
|
7.05
|
(c)
|
7.01
|
(d)
|
7.01
|
(e)
|
6.14
|
Section 316(a)(1)(A)
|
6.12
|
(a)(1)(B)
|
6.13
|
(a)(2)
|
Not Applicable
|
(b)
|
6.13
|
(c)
|
10.06
|
Section 317(a)(1)
|
6.03
|
(a)(2)
|
6.04
|
(b)
|
2.05
|
Section 318(a)
|
10.01
|
TERM
|
DEFINED IN SECTION
|
"Applicable Law"
|
10.18
|
"Event of Default"
|
6.01
|
"Instrument"
|
6.01
|
"Journal"
|
10.16
|
"Judgment Currency"
|
10.17
|
"Legal Holiday"
|
10.08
|
"mandatory sinking fund payment"
|
11.01
|
"Market Exchange Rate"
|
10.16
|
"New York Banking Day"
|
10.17
|
"optional sinking fund payment"
|
11.01
|
"Paying Agent"
|
2.04
|
"Registrar"
|
2.04
|
"Required Currency"
|
10.17
|
"successor person"
|
5.01
|
"Temporary Securities"
|
2.11
|
SECTION 10.18. | Compliance with Applicable Anti-Terrorism and Money Laundering Regulations. |
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
|
1
|
SECTION 1.01. Definitions.
|
1
|
SECTION 1.02. Other Definitions.
|
5
|
SECTION 1.03. Incorporation by Reference of Trust Indenture Act.
|
5
|
SECTION 1.04. Rules of Construction.
|
5
|
ARTICLE II THE SECURITIES
|
5
|
SECTION 2.01. Issuable in Series.
|
5
|
SECTION 2.02. Establishment of Terms of Series of Securities.
|
6
|
SECTION 2.03. Execution and Authentication.
|
7
|
SECTION 2.04. Registrar and Paying Agent.
|
8
|
SECTION 2.05. Paying Agent to Hold Money in Trust.
|
8
|
SECTION 2.06. Securityholder Lists.
|
9
|
SECTION 2.07. Transfer and Exchange.
|
9
|
SECTION 2.08. Mutilated, Destroyed, Lost and Stolen Securities.
|
9
|
SECTION 2.09. Outstanding Securities.
|
10
|
SECTION 2.10. Treasury Securities.
|
10
|
SECTION 2.11. Temporary Securities.
|
11
|
SECTION 2.12. Cancellation.
|
11
|
SECTION 2.13. Defaulted Interest.
|
11
|
SECTION 2.14. Global Securities.
|
11
|
SECTION 2.15. CUSIP Numbers.
|
13
|
ARTICLE III REDEMPTION
|
13
|
SECTION 3.01. Notice to Trustee.
|
13
|
SECTION 3.02. Selection of Securities to be Redeemed.
|
13
|
SECTION 3.03. Notice of Redemption.
|
14
|
SECTION 3.04. Effect of Notice of Redemption.
|
14
|
SECTION 3.05. Deposit of Redemption Price.
|
14
|
SECTION 3.06. Securities Redeemed in Part.
|
14
|
ARTICLE IV COVENANTS
|
14
|
SECTION 4.01. Payment of Principal and Interest.
|
14
|
SECTION 4.02. SEC Reports.
|
15
|
SECTION 4.03. Compliance Certificate.
|
15
|
SECTION 4.04. Stay, Extension and Usury Laws.
|
16
|
SECTION 4.05. Corporate Existence.
|
16
|
SECTION 4.06. Taxes.
|
16
|
SECTION 4.07. Additional Interest Notice.
|
16
|
SECTION 4.08. Further Instruments and Acts.
|
16
|
ARTICLE V SUCCESSORS
|
17
|
SECTION 5.01. When Company May Merge, Etc.
|
17
|
SECTION 5.02. Successor Corporation Substituted.
|
17
|
ARTICLE VI DEFAULTS AND REMEDIES
|
17
|
SECTION 6.01. Events of Default.
|
17
|
SECTION 6.02. Acceleration of Maturity; Rescission and Annulment.
|
19
|
SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee.
|
20
|
SECTION 6.04. Trustee May File Proofs of Claim.
|
20
|
SECTION 6.05. Trustee May Enforce Claims Without Possession of Securities.
|
21
|
SECTION 6.06. Application of Money Collected.
|
21
|
SECTION 6.07. Limitation on Suits.
|
21
|
SECTION 6.08. Unconditional Right of Holders to Receive Principal and Interest.
|
22
|
SECTION 6.09. Restoration of Rights and Remedies.
|
22
|
SECTION 6.10. Rights and Remedies Cumulative.
|
22
|
SECTION 6.11. Delay or Omission Not Waiver.
|
22
|
SECTION 6.12. Control by Holders.
|
23
|
SECTION 6.13. Waiver of Past Defaults.
|
23
|
SECTION 6.14. Undertaking for Costs.
|
23
|
ARTICLE VII TRUSTEE
|
23
|
SECTION 7.01. Duties of Trustee.
|
23
|
SECTION 7.02. Rights of Trustee.
|
25
|
SECTION 7.03. Individual Rights of Trustee.
|
25
|
SECTION 7.04. Trustee's Disclaimer.
|
25
|
SECTION 7.05. Notice of Defaults.
|
25
|
SECTION 7.06. Reports by Trustee to Holders.
|
26
|
SECTION 7.07. Compensation and Indemnity.
|
26
|
SECTION 7.08. Replacement of Trustee.
|
27
|
SECTION 7.09. Successor Trustee by Merger, etc.
|
27
|
SECTION 7.10. Eligibility; Disqualification.
|
28
|
SECTION 7.11. Preferential Collection of Claims Against Company.
|
28
|
ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE
|
28
|
SECTION 8.01. Satisfaction and Discharge of Indenture.
|
28
|
SECTION 8.02. Application of Trust Funds; Indemnification.
|
29
|
SECTION 8.03. Legal Defeasance of Securities of any Series.
|
29
|
SECTION 8.04. Covenant Defeasance.
|
31
|
SECTION 8.05. Repayment to Company.
|
32
|
ARTICLE IX AMENDMENTS AND WAIVERS
|
32
|
SECTION 9.01. Without Consent of Holders.
|
32
|
SECTION 9.02. With Consent of Holders.
|
32
|
SECTION 9.03. Limitations.
|
33
|
SECTION 9.04. Compliance with Trust Indenture Act.
|
33
|
SECTION 9.05. Revocation and Effect of Consents.
|
34
|
SECTION 9.06. Notation on or Exchange of Securities.
|
34
|
SECTION 9.07. Trustee Protected.
|
34
|
SECTION 9.08. Effect of Supplemental Indenture.
|
34
|
ARTICLE X MISCELLANEOUS
|
34
|
SECTION 10.01. Trust Indenture Act Controls.
|
34
|
SECTION 10.02. Notices.
|
35
|
SECTION 10.03. Communication by Holders with Other Holders.
|
35
|
SECTION 10.04. Certificate and Opinion as to Conditions Precedent.
|
36
|
SECTION 10.05. Statements Required in Certificate or Opinion.
|
36
|
SECTION 10.06. Record Date for Vote or Consent of Holders.
|
36
|
SECTION 10.07. Rules by Trustee and Agents.
|
36
|
SECTION 10.08. Legal Holidays.
|
37
|
SECTION 10.09. No Recourse Against Others.
|
37
|
SECTION 10.10. Counterparts.
|
37
|
SECTION 10.11. Governing Laws and Submission to Jurisdiction.
|
37
|
SECTION 10.12. No Adverse Interpretation of Other Agreements.
|
37
|
SECTION 10.13. Successors.
|
37
|
SECTION 10.14. Severability.
|
38
|
SECTION 10.15. Table of Contents, Headings, Etc.
|
38
|
SECTION 10.16. Securities in a Foreign Currency or in ECU.
|
38
|
SECTION 10.17. Judgment Currency.
|
38
|
SECTION 10.18. Compliance with Applicable Anti-Terrorism and Money Laundering Regulations.
|
39
|
ARTICLE XI SINKING FUNDS
|
39
|
SECTION 11.01. Applicability of Article.
|
39
|
SECTION 11.02. Satisfaction of Sinking Fund Payments with Securities.
|
39
|
SECTION 11.03. Redemption of Securities for Sinking Fund.
|
40
|
Section 310(a)(1)
|
7.10
|
(a)(2)
|
7.10
|
(a)(3)
|
Not Applicable
|
(a)(4)
|
Not Applicable
|
(a)(5)
|
7.10
|
(b)
|
7.10
|
(c)
|
Not Applicable
|
Section 311(a)
|
7.11
|
(b)
|
7.11
|
(c)
|
Not Applicable
|
Section 312(a)
|
2.06
|
(b)
|
10.03
|
(c)
|
10.03
|
Section 313(a)
|
7.06
|
(b)(1)
|
7.06
|
(b)(2)
|
7.06
|
(c)(1)
|
7.06
|
(d)
|
7.06
|
Section 314(a)
|
4.02, 10.05
|
(b)
|
Not Applicable
|
(c)(1)
|
10.04
|
(c)(2)
|
10.04
|
(c)(3)
|
Not Applicable
|
(d)
|
Not Applicable
|
(e)
|
10.05
|
(f)
|
Not Applicable
|
Section 315(a)
|
7.01
|
(b)
|
7.05
|
(c)
|
7.01
|
(d)
|
7.01
|
(e)
|
6.14
|
Section 316(a)(1)(A)
|
6.12
|
(a)(1)(B)
|
6.13
|
(a)(2)
|
Not Applicable
|
(b)
|
6.13
|
(c)
|
10.06
|
Section 317(a)(1)
|
6.03
|
(a)(2)
|
6.04
|
(b)
|
2.05
|
Section 318(a)
|
10.01
|
SECTION 1.01. | Definitions. |
SECTION 1.02. | Other Definitions. |
TERM
|
DEFINED IN SECTION
|
"Applicable Law"
|
10.18
|
"Event of Default"
|
6.01
|
"Instrument"
|
6.01
|
"Journal"
|
10.16
|
"Judgment Currency"
|
10.17
|
"Legal Holiday"
|
10.08
|
"mandatory sinking fund payment"
|
11.01
|
"Market Exchange Rate"
|
10.16
|
"New York Banking Day"
|
10.17
|
"optional sinking fund payment"
|
11.01
|
"Paying Agent"
|
2.04
|
"Registrar"
|
2.04
|
"Required Currency"
|
10.17
|
"successor person"
|
5.01
|
"Temporary Securities"
|
2.11
|
SECTION 1.03. | Incorporation by Reference of Trust Indenture Act. |
SECTION 1.04. | Rules of Construction. |
SECTION 2.01. | Issuable in Series. |
SECTION 2.02. | Establishment of Terms of Series of Securities. |
SECTION 2.03. | Execution and Authentication. |
SECTION 2.04. | Registrar and Paying Agent. |
SECTION 2.05. | Paying Agent to Hold Money in Trust. |
SECTION 2.06. | Securityholder Lists. |
SECTION 2.07. | Transfer and Exchange. |
SECTION 2.08. | Mutilated, Destroyed, Lost and Stolen Securities. |
SECTION 2.09. | Outstanding Securities. |
SECTION 2.10. | Treasury Securities. |
SECTION 2.11. | Temporary Securities. |
SECTION 2.12. | Cancellation. |
SECTION 2.13. | Defaulted Interest. |
SECTION 2.14. | Global Securities. |
SECTION 2.15. | CUSIP Numbers. |
SECTION 3.01. | Notice to Trustee. |
SECTION 3.02. | Selection of Securities to be Redeemed. |
SECTION 3.03. | Notice of Redemption. |
SECTION 3.04. | Effect of Notice of Redemption. |
SECTION 3.05. | Deposit of Redemption Price. |
SECTION 3.06. | Securities Redeemed in Part. |
SECTION 4.01. | Payment of Principal and Interest. |
SECTION 4.02. | SEC Reports. |
SECTION 4.03. | Compliance Certificate. |
SECTION 4.04. | Stay, Extension and Usury Laws. |
SECTION 4.05. | Corporate Existence. |
SECTION 4.06. | Taxes. |
SECTION 4.07. | Additional Interest Notice. |
SECTION 4.08. | Further Instruments and Acts. |
SECTION 5.01. | When Company May Merge, Etc. |
SECTION 5.02. | Successor Corporation Substituted. |
SECTION 6.01. | Events of Default. |
SECTION 6.02. | Acceleration of Maturity; Rescission and Annulment. |
SECTION 6.03. | Collection of Indebtedness and Suits for Enforcement by Trustee. |
SECTION 6.04. | Trustee May File Proofs of Claim. |
SECTION 6.05. | Trustee May Enforce Claims Without Possession of Securities. |
SECTION 6.06. | Application of Money Collected. |
SECTION 6.07. | Limitation on Suits. |
SECTION 6.08. | Unconditional Right of Holders to Receive Principal and Interest. |
SECTION 6.09. | Restoration of Rights and Remedies. |
SECTION 6.10. | Rights and Remedies Cumulative. |
SECTION 6.11. | Delay or Omission Not Waiver. |
SECTION 6.12. | Control by Holders. |
SECTION 6.13. | Waiver of Past Defaults. |
SECTION 6.14. | Undertaking for Costs. |
SECTION 7.01. | Duties of Trustee. |
SECTION 7.02. | Rights of Trustee. |
SECTION 7.03. | Individual Rights of Trustee. |
SECTION 7.04. | Trustee's Disclaimer. |
SECTION 7.05. | Notice of Defaults. |
SECTION 7.06. | Reports by Trustee to Holders. |
SECTION 7.07. | Compensation and Indemnity. |
SECTION 7.08. | Replacement of Trustee. |
SECTION 7.09. | Successor Trustee by Merger, etc. |
SECTION 7.10. | Eligibility; Disqualification. |
SECTION 7.11. | Preferential Collection of Claims Against Company. |
SECTION 8.01. | Satisfaction and Discharge of Indenture. |
SECTION 8.02. | Application of Trust Funds; Indemnification. |
SECTION 8.03. | Legal Defeasance of Securities of any Series. |
SECTION 8.04. | Covenant Defeasance. |
SECTION 8.05. | Repayment to Company. |
SECTION 9.01. | Without Consent of Holders. |
SECTION 9.02. | With Consent of Holders. |
SECTION 9.03. | Limitations. |
SECTION 9.04. | Compliance with Trust Indenture Act. |
SECTION 9.05. | Revocation and Effect of Consents. |
SECTION 9.06. | Notation on or Exchange of Securities. |
SECTION 9.07. | Trustee Protected. |
SECTION 9.08. | Effect of Supplemental Indenture. |
SECTION 10.01. | Trust Indenture Act Controls. |
SECTION 10.02. | Notices. |
SECTION 10.03. | Communication by Holders with Other Holders. |
SECTION 10.04. | Certificate and Opinion as to Conditions Precedent. |
SECTION 10.05. | Statements Required in Certificate or Opinion. |
SECTION 10.06. | Record Date for Vote or Consent of Holders. |
SECTION 10.07. | Rules by Trustee and Agents. |
SECTION 10.08. | Legal Holidays. |
SECTION 10.09. | No Recourse Against Others. |
SECTION 10.10. | Counterparts. |
SECTION 10.11. | Governing Laws and Submission to Jurisdiction. |
SECTION 10.12. | No Adverse Interpretation of Other Agreements. |
SECTION 10.13. | Successors. |
SECTION 10.14. | Severability. |
SECTION 10.15. | Table of Contents, Headings, Etc. |
SECTION 10.16. | Securities in a Foreign Currency or in ECU. |
SECTION 10.17. | Judgment Currency. |
SECTION 10.18. | Compliance with Applicable Anti-Terrorism and Money Laundering Regulations. |
SECTION 11.01. | Applicability of Article. |
SECTION 11.02. | Satisfaction of Sinking Fund Payments with Securities. |
SECTION 11.03. | Redemption of Securities for Sinking Fund. |
EuroDRY Ltd.
|
||||
By:
|
||||
Name:
|
||||
Its:
|
[ ]
as Trustee
|
||||
By:
|
||||
Name:
|
||||
Its:
|
By:
|
||||
Name:
|
||||
Its:
|
[ ]
as Registrar and Paying Agent |
||||
By:
|
||||
Name:
|
||||
Its:
|
By:
|
||||
Name:
|
||||
Its:
|
|
SEWARD & KISSEL LLP
901 K STREET, NW
WASHINGTON, D.C. 20001
|
|
|
|
|
WRITER'S DIRECT DIAL
|
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
WWW.SEWKIS.COM
|
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
|
|
July 14, 2023
|
Very truly yours,
|
|
/s/ Seward & Kissel LLP
|
SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
|
||
WRITER’S DIRECT DIAL
|
TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
|
901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
|
July 14, 2023
|
Re: |
EuroDry Ltd.
|
Very truly yours,
/s/ Seward & Kissel LLP
|
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price (2)
|
Fee Rate
|
Amount of Registration Fee (8)
|
Carry Forward Form Type
|
Carry Forward File Number
|
Carry Forward Initial effective date
|
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
|
|
Newly Registered Securities
|
||||||||||||
Fees to Be Paid
|
Equity
|
Common shares, par value $0.01 per share (1)(3)
|
||||||||||
Equity
|
Preferred Shares, par value $0.01 per share (4)
|
|||||||||||
Debt
|
Debt Securities (5)
|
|||||||||||
Other
|
Warrants (6)
|
|||||||||||
Other
|
Units (7)
|
|||||||||||
Unallocated (Universal) Shelf
|
Unallocated (Universal) Shelf
|
457(o)
|
(1)
|
(2)
|
$200,000,000
|
0.00011020
|
$22,040
|
|||||
Fees
Previously Paid |
__
|
__
|
__
|
__
|
__
|
__
|
__
|
|||||
Carry Forward Securities
|
||||||||||||
Carry
Forward Securities |
__
|
__
|
__
|
__
|
__
|
__
|
__
|
__
|
||||
Total Offering Amounts
|
$200,000,000
|
$22,040
|
||||||||||
Total Fees Previously Paid
|
---
|
|||||||||||
Total Fee Offsets
|
$22,040 (9)
|
|||||||||||
Net Fee Due
|
$0 (9)
|
Registrant of Filer Name
|
Form or Filing Type
|
File Number
|
Initial Filing Date
|
Filing Date
|
Fee Offset Claimed
|
Security Type Associated with Fee Offset Claimed
|
Security Title Associated with Fee Offset Claimed
|
Unsold Securities Associated with Fee Offset Claimed
|
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed
|
Fee Paid with Fee Offset Source
|
|
Rule 457(p)
|
|||||||||||
Fee Offset Claims
|
EuroDry Ltd.
|
F-3
|
333-238235
|
5/13/2020
|
__
|
$22,040
|
Unallocated (Universal) Shelf
|
(1)
|
Unallocated (Universal) Shelf
|
$186,946,871
|
__
|
Fee Offset Sources
|
EuroDry Ltd.
|
F-3
|
333-238235
|
__
|
5/13/2020
|
__
|
__
|
__
|
__
|
__
|
$22,040
|
1 Year EuroDry Chart |
1 Month EuroDry Chart |
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