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Share Name | Share Symbol | Market | Type |
---|---|---|---|
TOP Ships Inc | NASDAQ:TOPS | 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% | 12.38 | 12.38 | 13.25 | 0 | 01:00:00 |
Per Share
|
Total
|
|||||||
Public offering price
|
$
|
0.186
|
$
|
|
5,487,000
|
|||
Placement agent fees
|
$
|
0.011625
|
|
$
|
|
342,937
|
||
Proceeds to the Company before expense
|
$
|
.0.174375
|
$
|
|
5,144,063
|
SUMMARY
|
1
|
RISK FACTORS
|
5
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
6
|
USE OF PROCEEDS
|
7
|
CAPITALIZATION
|
8
|
PLAN OF DISTRIBUTION
|
9
|
DESCRIPTION OF CAPITAL STOCK
|
11
|
DESCRIPTION OF DEBT SECURITIES
|
20
|
DESCRIPTION OF WARRANTS
|
26
|
DESCRIPTION OF PURCHASE CONTRACTS
|
27
|
DESCRIPTION OF RIGHTS
|
28
|
DESCRIPTION OF UNITS
|
29
|
ENFORCEABILITY OF CIVIL LIABILITIES
|
30
|
EXPENSES
|
31
|
LEGAL MATTERS
|
31
|
EXPERTS
|
31
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
31
|
|
• |
our ability to maintain or develop new and existing customer relationships with major refined product importers and exporters, major crude oil companies and major commodity traders, including our ability to enter into long-term
charters for our vessels;
|
|
• |
our future operating and financial results;
|
|
• |
our future vessel acquisitions, our business strategy and expected capital spending or operating expenses, including any dry-docking and insurance
costs;
|
|
• |
our financial condition and liquidity, including our ability to obtain financing in the future to fund capital expenditures, acquisitions and other general corporate activities;
|
|
• |
oil and chemical tanker industry trends, including charter rates and vessel values and factors affecting vessel supply and demand;
|
|
• |
our ability to take delivery of, integrate into our fleet, and employ any new vessels we have ordered or may order in the future and the ability of shipyards to deliver vessels on a timely basis;
|
|
• |
the aging of our vessels and resultant increases in operation and dry-docking costs;
|
|
• |
the ability of our vessels to pass classification inspections and vetting inspections by oil majors and big chemical corporations;
|
|
• |
significant changes in vessel performance, including increased vessel breakdowns;
|
|
• |
the creditworthiness of our charterers and the ability of our contract counterparties to fulfill their obligations to us;
|
|
• |
our ability to repay outstanding indebtedness, to obtain additional financing and to obtain replacement charters for our vessels, in each case, at commercially acceptable rates or at all;
|
|
• |
changes to governmental rules and regulations or actions taken by regulatory authorities and the expected costs thereof;
|
|
• |
potential liability from litigation and our vessel operations, including discharge of pollutants;
|
|
• |
changes in general economic and business conditions;
|
|
• |
general domestic and international political conditions, potential disruption of shipping routes due to accidents, political events (including “trade wars”), piracy, acts by terrorists or major disease outbreaks such as the recent
worldwide coronavirus outbreak;
|
|
• |
changes in production of or demand for oil and petroleum products and chemicals, either globally or in particular regions;
|
|
• |
the strength of world economies and currencies, including fluctuations in charter hire rates and vessel values;
|
|
• |
potential liability from future litigation and potential costs due to any environmental damage and vessel collisions;
|
|
• |
the length and severity of the recent coronavirus outbreak (COVID-19) and its impact on the demand for commercial seaborne transportation and the condition to the financial markets; and
|
|
• |
other important factors described from time to time in the reports filed by us with the Commission.
|
Name
|
Deadweight
|
Charterer
|
End of firm period
|
Charterer’s Optional Periods
|
Gross Rate fixed period/ options
|
M/T Stenaweco Energy
|
50,000
|
Stena Weco A/S
|
February 2021
|
1+1 years
|
$15,616 / $17,350 / $18,100
|
M/T Stenaweco Evolution
|
50,000
|
Stena Weco A/S
|
October 2021
|
1+1 years
|
$15,516 / $17,200 / $18,000
|
M/T Stenaweco Excellence
|
50,000
|
Stena Weco A/S
|
November 2020
|
1+1 years
|
$16,200 / $17,200 / $18,000
|
M/T Nord Valiant
|
50,000
|
DS Norden A/S
|
August 2021
|
1+1 years
|
$16,800 / $17,600 / $18,400
|
M/T Eco California
|
50,000
|
Shell Tankers Singapore Private Limited
|
January 2021
|
1 year
|
$13,750 plus 50% profit share/ $13,950 plus 50% profit share
|
M/T Eco Marina Del Ray
|
50,000
|
Cargill
|
March 2024
|
-
|
$15,100
|
M/T Eco Los Angeles
|
50,000
|
Trafigura
|
February 2023
|
1+1 years
|
$17,500 / $18,750 / $20,000
|
M/T Eco City of Angels
|
50,000
|
Trafigura
|
February 2023
|
1+1 years
|
$17,500 / $18,750 / $20,000
|
Name
|
Deadweight
|
Charterer
|
End of firm period
|
Charterer’s Optional Periods
|
Gross Rate fixed period/ options
|
M/T Eco Bel Air
|
157,000
|
BP Shipping Limited
|
April 2022
|
1+1 years
|
$24,500 / $27,500 / $29,000
|
M/T Eco Beverly Hills
|
157,000
|
BP Shipping Limited
|
May 2022
|
1+1 years
|
$24,500 / $27,500 / $29,000
|
Name
|
Deadweight
|
Charterer
|
End of firm period
|
Charterer’s Optional Periods
|
Gross Rate fixed period/ options
|
M/T Eco Yosemite Park
|
50,000
|
Clearlake Shipping Pte Ltd
|
March 2025
|
1+1 years
|
$17,400 / $18,650 / $19,900
|
M/T Eco Joshua Park
|
50,000
|
Clearlake Shipping Pte Ltd
|
March 2025
|
1+1 years
|
$17,400 / $18,650 / $19,900
|
|
• |
actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry;
|
|
• |
mergers and strategic alliances in the shipping industry;
|
|
• |
market conditions in the shipping industry and the general state of the securities markets;
|
|
• |
changes in government regulation;
|
|
• |
shortfalls in our operating results from levels forecast by securities analysts; and
|
|
• |
announcements concerning us or our competitors.
|
|
• |
our existing shareholders' proportionate ownership interest in us will decrease;
|
|
• |
the amount of cash available for dividends payable on the shares of our common shares may decrease;
|
|
• |
the relative voting strength of each previously outstanding common share may be diminished; and
|
|
• |
the market price of the shares of our common shares may decline.
|
|
• |
authorizing our Board of Directors to issue “blank check” preferred stock without stockholder approval;
|
|
• |
providing for a classified Board of Directors with staggered, three-year terms;
|
|
• |
prohibiting cumulative voting in the election of directors;
|
|
• |
authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of at least 80% of the outstanding shares of our capital stock entitled to vote for the directors;
|
|
• |
prohibiting shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action;
|
|
• |
limiting the persons who may call special meetings of shareholders;
|
|
• |
establishing advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted on by shareholders at shareholder meetings; and
|
|
• |
restricting business combinations with interested shareholders.
|
|
1. |
on an actual basis;
|
|
2. |
on an as adjusted basis to give effect to the following transactions which occurred between December 31, 2019 and April 28, 2020:
|
|
• |
The issuance of 16,004 Series E Preferred Shares to Family Trading Inc with a redemption premium of $2,918, as settlement of $16.0 million of consideration outstanding for the purchase of the M/T Eco City of Angels and M/T Eco Los
Angeles from Mr. Pistiolis and for Series E Shares dividends payable to Family Trading Inc.
|
|
• |
the cashless exercise of 4,200,000 of Class A Warrants into 1,680,000 of our common shares;
|
|
• |
the redemption of 21,364 Series E Preferred Shares for $24.6 million;
|
|
• |
the issuance of 14,637,118 common shares pursuant to the Equity Distribution Agreement we entered into with Maxim Group LLC on February 12, 2020, with aggregate net proceeds of $4.9 million;
|
|
• |
the issuance of 52,692,690 common shares pursuant to the Equity Distribution Agreement we entered into with Maxim Group LLC on March 11, 2020, with aggregate net proceeds of $4.9 million;
|
|
• |
the drawdown of $30.1 million and $30.1 million from the sale and leaseback of M/T Eco Los Angeles and M/T Eco City of Angels respectively from Avic International Leasing Co., Ltd (“AVIC”) (the sale and leaseback will be accounted
as a financing transaction);
|
|
• |
the prepayment of $29.5 million of the outstanding loan under the ABN Facility due to the sale of the M/T Eco Revolution and the M/T Eco Fleet;
|
|
• |
the prepayment of $19.9 million of the outstanding loan under the Alpha Bank Facility and the Alpha Bank Top-Up Facility due to the sale of the M/T Stenaweco Elegance. The sale of the M/T Stenaweco Elegance resulted in gains of
$2.0 million;
|
|
• |
the prepayment of $21.9 million of the AT Bank Senior Facility and the prepayment of $10.5 million of the AT Bank Bridge Note due to the sale of the M/T Palm Desert. The sale of the M/T Palm Desert resulted in gains of $3.2
million;
|
|
• |
The sale on April 1, 2020 of 40,000,000 of the Company’s common shares via a registered direct offering at a public offering price of $0.20 per share resulting in aggregate net proceeds of $7.4 million;
|
|
• |
The sale on April 17, 2020 of 33,333,333 of the Company’s common shares via a registered direct offering at a public offering price of $0.18 per share resulting in aggregate net proceeds of $5.6 million;
|
|
• |
The sale on April 29, 2020 of 35,000,000 of the Company’s common shares via a registered direct offering at a public offering price of $0.186 per share
resulting in aggregate net proceeds of $6.0 million;
|
|
• |
$6.8 million of scheduled debt repayments under the ABN Amro, the AT Bank, the BoComm Leasing, the Cargill, the CMBFL, the OFI, the AVIC and the Alpha Bank facilities; and
|
|
3. |
on an as further adjusted basis, assuming our issuance and sale of 29,500,000 common shares at an assumed offering price of $0.186 per share resulting in proceeds of $5.5 million, net of estimated
expenses of $0.4 million.
|
(Expressed in thousands of U.S. Dollars, except number of shares and per share data)
|
|
Actual
|
|
|
As Adjusted
|
|
|
As Further Adjusted
|
|
|||
Debt:(1)(2)
|
|
|
|
|
|
|
|
|
|
|||
Current portion of long term debt
|
|
$
|
16,908
|
|
|
$
|
16,614
|
|
|
$
|
16,614
|
|
Non-current portion of long term debt
|
|
|
262,122
|
|
|
|
264,383
|
|
|
|
264,383
|
|
Debt related to vessels held for sale
|
29,977
|
-
|
-
|
|||||||||
Total debt
|
|
|
309,007
|
|
|
|
280,997
|
|
|
|
280,997
|
|
Mezzanine equity:
|
|
|
|
|
|
|
|
|
|
|||
Preferred stock Series E, $0.01 par value; 15,724 shares issued and outstanding at December 31, 2019, 10,364 shares issued and outstanding at December 31, 2019, as adjusted and as further adjusted
|
|
|
18,083
|
|
|
|
12,437
|
|
|
|
12,437
|
|
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
||
Common stock, $0.01 par value, 1,000,000,000 shares authorized; 8,695,348 shares issued and outstanding at December 31, 2019, 186,038,488 shares issued and outstanding at December 31, 2019 as adjusted and
215,538,488 shares issued and outstanding at December 31, 2019 as further adjusted
|
|
|
87
|
|
|
|
1,860
|
|
|
|
2,155
|
|
Preferred stock Series D, $0.01 par value; 100,000 shares issued and outstanding at December 31, 2019 as adjusted and as further adjusted
|
|
|
1
|
|
|
|
1
|
|
|
|
1
|
|
Additional paid-in capital
|
|
|
411,499
|
|
|
|
435,512
|
|
|
|
440,286
|
|
Accumulated other comprehensive loss
|
|
|
(1,361)
|
(1,361)
|
(1,361)
|
|||||||
Accumulated deficit
|
|
|
(322,552)
|
(317,311)
|
(317,311)
|
|||||||
Total Shareholders’ and Mezzanine equity
|
|
|
105,757
|
|
|
|
131,138
|
|
|
|
136,207
|
|
Total capitalization
|
|
$
|
414,764
|
|
|
$
|
412,135
|
|
|
$
|
417,204
|
Name and Address of Beneficial Owner
|
|
Number of Shares Owned
|
|
|
Percent of Class(1)
|
|
||
Lax Trust (2)
|
|
|
17,274,140
|
|
|
|
8.5
|
%
|
Executive officers, directors and key employees
|
|
|
-
|
|
|
|
-
|
%
|
(1)
|
Based upon 186,038,488 common shares outstanding as of April 28, 2020, which includes 35,000,000 common shares scheduled to be issued on April 29, 2020 as part of the closing of a previously announced public
offering, subject to the satisfaction of customary closing conditions.
|
(2)
|
The above information is derived, in part, from the Schedule 13D/A filed with the SEC on April 23, 2020. The Lax Trust is an irrevocable trust established for the benefit of certain family members of
Evangelos J. Pistiolis, our President, Chief Executive Officer and Director. The business address of the Lax Trust is Level 3, 18 Stanley Street, Auckland 1010, New Zealand. The above percentage ownership is based on 203,312,628 common
shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 186,038,488 common shares outstanding, and (ii) 17,274,140 common shares issuable upon the conversion of 10,364 Series E Preferred Shares
held by Family Trading, all figures being as of April 28, 2020. The Lax Trust may also be deemed to hold all of the 100,000 outstanding shares of our Series D Preferred Stock. Each Series D Preferred Share carries 1,000 votes. By its
ownership of 100% of our Series D Preferred Shares, Lax Trust has control over our actions. The Lax Trust may also be deemed to hold all of the 100,000 outstanding shares of our Series D Preferred Stock. Each Series D Preferred Share
carries 1,000 votes. By its ownership of 100% of our Series D Preferred Shares, Lax Trust has control over our actions. The Lax Trust may also be deemed to hold all of the 100,000 outstanding shares of our Series D Preferred Stock.
Each Series D Preferred Share carries 1,000 votes. By its ownership of 100% of our Series D Preferred Shares, Lax Trust has control over our actions.
|
|
• |
prior to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the Board approved either the business combination or the transaction that resulted in the shareholder becoming an interested
shareholder;
|
|
• |
upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction
commenced;
|
|
• |
at or subsequent to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the business combination is approved by the Board and authorized at an annual or special meeting of shareholders
by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested shareholder; and
|
|
• |
the shareholder became an interested shareholder prior to the consummation of the initial public offering.
|
|
• |
not be redeemable;
|
|
• |
entitle holders to quarterly dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and the aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in our common shares or a subdivision of the our outstanding common shares (by reclassification or otherwise), declared on our common shares since the immediately preceding quarterly
dividend payment date; and
|
|
• |
entitle holders to one vote on all matters submitted to a vote of our shareholders.
|
Per Share
|
|
$
|
0.011625
|
|
Total
|
|
$
|
342,937
|
|
|
• |
must not engage in any stabilization activity in connection with our securities; and
|
|
• |
must not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed their
participation in the distribution.
|
Legal Fees and Expenses
|
|
$
|
54,000
|
|
Accountants’ Fees and Expenses
|
|
$
|
20,000
|
|
Miscellaneous Costs
|
|
$
|
1,000
|
|
Total
|
|
$
|
75,000
|
|
|
• |
Report on Form 20-F for the year ended December 31, 2019, filed with the Commission on April 10, 2020, which contains our audited
consolidated financial statements for the most recent fiscal year for which those statements have been filed.
|
|
• |
Report on Form 6-K furnished to the Commission on April 17, 2020, which contains the announcement of the
Company’s entrance into a Securities Purchase Agreement with certain institutional investors and Placement Agency Agreement with Maxim Group LCC, under which the Company sold 33,333,333 of its common shares at a public offering price
of $0.18 per share.
|
|
• |
Report on Form 6-K to the Commission on April 20, 2020, which contained an announcement of the Company’s
completion of the sale of M/T Palm Springs.
|
|
• |
Report on Form 6-K to the Commission on April 24, 2020, which contained an announcement of the joint venture
with Gunvor Group.
|
|
• |
Report on Form 6-K furnished to the Commission on April 29, 2020, which contains the announcement of
the Company’s entrance into a Securities Purchase Agreement with certain institutional investors and Placement Agency Agreement with Maxim Group LCC, under which the Company sold 35,000,000 of its common shares at a public
offering price of $0.186 per share.
|
SUMMARY
|
1
|
RISK FACTORS
|
5
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
6
|
USE OF PROCEEDS
|
7
|
CAPITALIZATION
|
8
|
PLAN OF DISTRIBUTION
|
9
|
DESCRIPTION OF CAPITAL STOCK
|
11
|
DESCRIPTION OF DEBT SECURITIES
|
20
|
DESCRIPTION OF WARRANTS
|
26
|
DESCRIPTION OF PURCHASE CONTRACTS
|
27
|
DESCRIPTION OF RIGHTS
|
28
|
DESCRIPTION OF UNITS
|
29
|
ENFORCEABILITY OF CIVIL LIABILITIES
|
30
|
EXPENSES
|
31
|
LEGAL MATTERS
|
31
|
EXPERTS
|
31
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
31
|
Name
|
Deadweight
|
Vessel Type
|
Charterer
|
End of firm period
|
Charterer’s Optional Periods
|
Gross Rate fixed period/ options
|
M/T Stenaweco Energy***
|
50,000
|
Medium Range (“MR”) Tanker
|
Stena Weco A/S
|
February 2021
|
1+1 years
|
$15,616 / $17,350 / $18,100
|
M/T Stenaweco Evolution***
|
50,000
|
Medium Range (“MR”) Tanker
|
Stena Weco A/S
|
October 2021
|
1+1 years
|
$15,516 / $17,200 / $18,000
|
M/T Eco Fleet*
|
39,000
|
Medium Range (“MR”) Tanker
|
Clearlake Shipping Pte Ltd
|
April 2022
|
1+1 years
|
$12,600 1st year, $13,100 2nd year and $13,600 3rd year / $14,350 / $15,600
|
M/T Eco Revolution*
|
39,000
|
Medium Range (“MR”) Tanker
|
BP Shipping Limited
|
January 2021
|
1+1 years
|
$13,500 / $16,000 / $16,750
|
M/T Stenaweco Excellence**
|
50,000
|
Medium Range (“MR”) Tanker
|
Stena Weco A/S
|
November 2020
|
1+1 years
|
$16,200 / $17,200 / $18,000
|
M/T Nord Valiant**
|
50,000
|
Medium Range (“MR”) Tanker
|
DS Norden A/S
|
August 2021
|
1+1 years
|
$16,800 / $17,600 / $18,400
|
M/T Stenaweco Elegance*
|
50,000
|
Medium Range (“MR”) Tanker
|
Stena Weco A/S
|
March 2021
|
1+1 years
|
$16,500 / $17,500 / $18,500
|
M/T Eco Palm Desert*
|
50,000
|
Medium Range (“MR”) Tanker
|
Shell Tankers Singapore Private Limited
|
September 2021
|
1 year
|
$13,300 plus 50% profit share/ $13,950 plus 50% profit share
|
M/T Eco California**
|
50,000
|
Medium Range (“MR”) Tanker
|
Shell Tankers Singapore Private Limited
|
January 2021
|
1 year
|
$13,750 plus 50% profit share/ $13,950 plus 50% profit share
|
M/T Eco Marina Del Ray**
|
50,000
|
Medium Range (“MR”) Tanker
|
Cargill
|
March 2024
|
-
|
$15, 100
|
Name
|
Deadweight
|
Charterer
|
End of firm period
|
Charterer’s Optional Periods
|
Gross Rate fixed period/ options
|
M/T Eco Bel Air**
|
157,000
|
BP Shipping Limited
|
April 2020
|
1+1 years
|
$24,500 / $27,500 / $29,000
|
M/T Eco Beverly Hills**
|
157,000
|
BP Shipping Limited
|
May 2020
|
1+1 years
|
$24,500 / $27,500 / $29,000
|
Name
|
|
Deadweight
|
|
Charterer
|
End of firm period
|
Charterer’s Optional Periods
|
Gross Rate fixed period/ options
|
|
M/T Eco Holmby Hills
|
|
|
50,000
|
Clearlake Shipping Pte Ltd
|
March 2021
|
1+1 years
|
$14,600 up to March 2020 and $15,025 thereafter / $15,400 / $16,400
|
|
M/T Eco Palm Springs
|
|
|
50,000
|
Clearlake Shipping Pte Ltd
|
May 2021
|
1+1 years
|
$14,750 up to May 2020 and $15,175 thereafter / $15,550 / $16,550
|
1.
|
common shares, including related preferred stock purchase rights;
|
2.
|
preferred shares;
|
3.
|
debt securities;
|
4.
|
warrants;
|
5.
|
purchase contracts;
|
6.
|
rights; and
|
7.
|
units.
|
|
• |
a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;
|
|
• |
purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; or
|
|
• |
ordinary brokerage transactions and transactions in which a broker solicits purchasers.
|
|
• |
enter into transactions involving short sales of our common shares by broker-dealers;
|
|
• |
enter into option 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
|
|
• |
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.
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prior to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the Board approved either the business combination or the transaction that
resulted in the shareholder becoming an interested shareholder;
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upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced;
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at or subsequent to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the business combination is approved by the Board and
authorized at an annual or special meeting of shareholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested shareholder; and
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the shareholder became an interested shareholder prior to the consummation of the initial public offering.
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not be redeemable;
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entitle holders to quarterly dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions other than a dividend payable in our common shares or a subdivision of the our outstanding common shares (by reclassification or otherwise), declared on our common shares
since the immediately preceding quarterly dividend payment date; and
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entitle holders to one vote on all matters submitted to a vote of our shareholders.
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Flip In. If an Acquiring Person obtains beneficial ownership of 15% or more of our common shares, then each Right will entitle the holder
thereof to purchase, for the Exercise Price, a number of our common shares (or, in certain circumstances, cash, property or other of our securities) having a then-current market value of twice the Exercise Price. However, the
Rights are not exercisable following the occurrence of the foregoing event until such time as the Rights are no longer redeemable by us, as further described below.
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Flip Over. If, after an Acquiring Person obtains 15% or more of our common shares, (i) we merge into another entity; (ii) an acquiring
entity merges into us; or (iii) we sell or transfer 50% or more of its assets, cash flow or earning power, then each Right (except for Rights that have previously been voided as set forth above) will entitle the holder thereof to
purchase, for the Exercise Price, a number of our common shares of the person engaging in the transaction having a then-current market value of twice the Exercise Price.
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Notional Shares. Shares held by affiliates and associates of an Acquiring Person, including certain entities in which the Acquiring Person
beneficially owns a majority of the equity securities, and Notional Common Shares (as defined in the Rights Agreement) held by counterparties to a Derivatives Contract (as defined in the Rights Agreement) with an Acquiring Person,
will be deemed to be beneficially owned by the Acquiring Person.
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the designation, aggregate principal amount and authorized denominations;
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the issue price, expressed as a percentage of the aggregate principal amount;
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the maturity date;
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• |
the interest rate per annum, if any;
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if the 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;
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any optional or mandatory sinking fund provisions or exchangeability provisions;
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the terms and conditions upon which conversion of any convertible debt securities may be effected, including the conversion price, the conversion period and other conversion
provisions;
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whether the debt securities will be our senior or subordinated securities;
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whether the obligations under the debt securities will be our secured or unsecured obligations;
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the applicability and terms of any guarantees;
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the date, if any, after which and the price or prices at which the debt securities may be optionally redeemed or must be mandatorily redeemed and any other terms and provisions of
optional or mandatory redemptions;
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if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the debt securities of the series will be issuable;
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if other than the full principal amount, the portion of the principal amount of the debt securities of the series that will be payable upon acceleration or provable in bankruptcy;
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any events of default not set forth in this prospectus;
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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 of America;
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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 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;
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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;
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if denominated in a currency or currencies other than the currency of the United States of America, the equivalent price in the currency of the United States of America for
purposes of determining the voting rights of holders of those debt securities under the applicable indenture;
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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 debt securities of the series are stated to be payable, the manner in which the amounts will be determined;
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any restrictive covenants or other material terms relating to the debt securities;
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whether the debt securities will be issued in the form of global securities or certificates in registered or bearer form;
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any listing on any securities exchange or quotation system;
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additional provisions, if any, related to defeasance and discharge of the debt securities; and
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any other special features of the debt securities.
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our ability to incur either secured or unsecured debt, or both;
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our ability to make certain payments, dividends, redemptions or repurchases;
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our ability to create dividend and other payment restrictions affecting our subsidiaries;
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our ability to make investments;
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mergers and consolidations by us or our subsidiaries;
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sales of assets by us;
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our ability to enter into transactions with affiliates;
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our ability to incur liens; and
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sale and leaseback transactions.
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1. |
changes the amount of securities whose holders must consent to an amendment, supplement or waiver;
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2. |
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;
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3. |
reduces the principal or changes the maturity of any security or reduces the amount of, or postpones the date fixed for, the payment of any sinking fund or analogous obligation;
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4. |
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);
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5. |
makes the principal of or interest, if any, on any security payable in any currency other than that stated in the security;
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6. |
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
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7. |
waives a redemption payment with respect to any security or changes any of the provisions with respect to the redemption of any securities
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default in any payment of interest when due which continues for 30 days;
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default in any payment of principal or premium at maturity;
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default in the deposit of any sinking fund payment when due;
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• |
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;
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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 filings, 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
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events of bankruptcy, insolvency or reorganization.
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the title of such warrants;
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• |
the aggregate number of such warrants;
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• |
the price or prices at which such warrants will be issued;
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• |
the number and type of our securities purchasable upon exercise of such warrants;
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• |
the price at which our securities purchasable upon exercise of such warrants may be purchased;
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• |
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
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• |
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
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• |
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;
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• |
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
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• |
information with respect to book-entry procedures, if any;
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• |
if applicable, a discussion of any material United States federal income tax considerations; and
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• |
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
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• |
the exercise price for the rights;
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• |
the number of rights issued to each shareholder;
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• |
the extent to which the rights are transferable;
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• |
any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights;
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• |
the date on which the right to exercise the rights will commence and the date on which the right will expire;
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• |
the amount of rights outstanding;
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• |
the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; and
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• |
the material terms of any standby underwriting arrangement entered into by us in connection with the rights offering.
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• |
the terms of the units and of the purchase contracts, warrants, debt securities, preferred shares, common shares, and rights comprising the units, including whether and under what
circumstances the securities comprising the units may be traded separately;
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• |
a description of the terms of any unit agreement governing the units;
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• |
if applicable, a discussion of any material U.S. federal income tax considerations; and
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• |
a description of the provisions for the payment, settlement, transfer or exchange of the units.
|
Commission registration fee
|
$
|
25,960
|
||
FINRA filing fee
|
$
|
30,500
|
||
Nasdaq listing fees
|
$
|
*
|
||
Legal fees and expenses
|
$
|
*
|
||
Accounting fees and expenses
|
$
|
*
|
||
Printing and engraving expenses
|
$
|
*
|
||
Transfer agent and registrar fees
|
$
|
*
|
||
Indenture trustee fees and expenses
|
$
|
*
|
||
Blue sky fees and expenses
|
$
|
*
|
||
Miscellaneous
|
$
|
*
|
||
Total
|
$
|
*
|
||
*
|
To be provided by a prospectus supplement or as an exhibit to Report on Form 6-K that is incorporated by reference into this registration statement.
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• |
Report on Form 6-K furnished with the Commission on September 3, 2019, which contains Management's Discussion and Analysis of Financial Condition and Results of Operations and the
unaudited interim condensed consolidated financial statements and related notes thereto for the Company, as of and for the six months ended June 30, 2019.
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• |
Report on Form 6-K, furnished with the Commission on April 1, 2019, which contains the description of the purchase of the Series E Convertible Preferred Stock, the Certificate of
Designation of the Series E Convertible Preferred Stock and the stock purchase agreement.
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|
• |
Report on Form 20-F for the year ended December 31, 2018, filed with the Commission on March 28, 2019, which contains our audited consolidated financial statements for the most
recent fiscal year for which those statements have been filed.
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