The Republic of the Marshall Islands
(State or other jurisdiction of incorporation or organization)
|
N/A
(I.R.S. Employer Identification Number)
|
|
|
Castor Maritime Inc.
Attn: Petros Panagiotidis
223 Christodoulou Chatzipavlou Street
Hawaii Royal Gardens,
3036 Limassol
Cyprus
+ 357 25 357 767
|
Seward & Kissel LLP
Attention: Gary J. Wolfe, Esq.
Edward S. Horton, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
|
(Address and telephone number of Registrant's principal executive offices)
|
(Name, address and telephone number of agent
for service)
|
Title of Each Class of
Securities to be Registered (1) |
Amount
to be Registered |
Proposed Maximum Aggregate Price Per Share (4)
|
Proposed Maximum
Aggregate Offering Price (4) |
Amount of
Registration Fee (6) |
||||||||||||
Secondary Offering
|
||||||||||||||||
Common Shares, par value $0.001 per share, including related preferred stock purchase rights (2)(3)
|
57,750,000
|
$
|
0.35
|
$
|
20,212,500
|
$
|
2,623.60
|
|||||||||
Warrants to purchase common shares (5)
|
57,750,000
|
-
|
-
|
|||||||||||||
Total
|
$
|
2,623.60
|
(1) |
The common shares, par value $0.001, being registered hereunder are being registered for sale by the selling securityholders named in the prospectus.
Pursuant to Rule 416(a), the number of common shares being registered shall be adjusted to include any additional shares that may become issuable as a result of any common shares distribution, split, combination or similar transaction.
|
(2) |
Preferred stock purchase rights are not currently separable from the common shares and are not currently exercisable. The value attributable to the
preferred stock purchase rights, if any, will be reflected in the market price of the common shares. For more information please see "Description of Share Capital" below.
|
(3) |
Consists of 57,750,000 common shares underlying the Company’s Warrants (as defined below) sold pursuant to a Securities Purchase Agreement, dated July
12, 2020, by and between Castor Maritime Inc. and the purchasers thereto.
|
(4) |
Estimated solely for purpose of calculating the amount of registration fee pursuant to Rule 457(g) of the Securities Act based on the highest exercise
price of the Warrants of $0.35 per common share, which is higher than the offering price of securities of the same class included in the registration statement or the price of securities in the same class, as determined by Rule 457(c) of
the Securities Act.
|
(5) |
No fee pursuant to Rule 457(g) of the Securities Act.
|
(6) |
Previously paid.
|
SUMMARY
|
1
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
4
|
RISK FACTORS
|
6
|
PRIVATE PLACEMENT OF THE WARRANTS
|
10
|
USE OF PROCEEDS
|
11
|
ENFORCEMENT OF CIVIL LIABILITIES
|
12
|
CAPITALIZATION
|
13
|
PLAN OF DISTRIBUTION
|
14
|
SELLING SECURITYHOLDERS
|
16
|
DESCRIPTION OF SHARE CAPITAL
|
19
|
TAX CONSIDERATIONS
|
22
|
EXPENSES
|
23
|
LEGAL MATTERS
|
23
|
EXPERTS
|
23
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
23
|
Vessel Name
|
Year Built
|
Capacity (dwt)
|
Type of Charter
|
Delivered to Castor
|
Estimated Earliest
Charter Expiration
|
Estimated Latest
Charter Expiration
|
Magic P
|
2004
|
76,453
|
Time charter (1)
|
February 2017
|
December 2020
|
March 2021
|
Magic Sun
|
2001
|
75,311
|
Time charter (2)
|
September 2019
|
November 2020
|
December 2020
|
Magic Moon
|
2005
|
76,602
|
Time charter (3)
|
October 2019
|
September 2020
|
September 2020
|
Magic Rainbow
|
2007
|
73,593
|
Time charter (4)
|
August 2020
|
November 2020
|
January 2021
|
(1) |
On July 9, 2020, the Magic P commenced a new time charter agreement with Oldendorff Carriers GMBH & Co. KG Luebeck with a duration of a minimum of
five (5) months up to a maximum of eight (8) months and a gross daily hire rate of $9,000.
|
(2) |
On August 15, 2020, the Magic Sun commenced employment under a time charter with Ausca Shipping Limited at a daily gross hire rate of $12,500. The
charter agreement has an expected duration of a minimum of three (3) months up to a maximum of four (4) months.
|
(3) |
On July 29, 2020, the Magic Moon commenced employment under a new charter contract with Cofco International Freight S.A. for a time charter with an
approximate duration of 60 days at a gross daily hire rate of $9,000.
|
(4) |
On August 12, 2020, the Magic Rainbow commenced employment with Oldendorff Carriers GMBH & Co. KG Luebeck pursuant to a charter party contract with
an expected term of a minimum of three (3) months that can extend up to a maximum of five (5) months, at a daily gross hire rate of $10,300.
|
• |
dry bulk market trends, including fluctuations in charter rates, factors affecting supply and demand, and opportunities for the profitable operations of dry bulk carriers;
|
• |
our future financial condition or results of operations and our future revenues and expenses;
|
• |
the impact of public health threats and outbreaks of highly communicable diseases, including the length and severity of the recent worldwide novel coronavirus and related disease pandemic
(which we refer to herein as COVID-19);
|
• |
our continued borrowing availability under our debt agreements and compliance with the covenants contained therein;
|
• |
our ability to procure or have access to financing, our liquidity and the adequacy of cash flows for our operations;
|
• |
our continued ability to enter into time or voyage charters with existing and new customers, and to re-charter our vessels upon the expiry of the existing charters;
|
• |
changes in our operating expenses, including bunker prices, dry docking and insurance costs;
|
• |
our ability to fund future capital expenditures and investments in the acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of completion
thereof, the delivery and commencement of operations dates, expected downtime and lost revenue);
|
• |
planned, pending or recent acquisitions, business strategy and expected capital spending or operating expenses, including dry-docking, surveys, upgrades and insurance costs;
|
• |
our expectations regarding the availability of vessel acquisitions and our ability to complete acquisition transactions planned;
|
• |
our ability to realize the expected benefits from our vessel acquisitions;
|
• |
vessel breakdowns and instances of off-hire;
|
• |
potential conflicts of interest involving members of our board of directors, or the Board, and senior management;
|
• |
potential liability from pending or future litigation;
|
• |
potential exposure or loss from investment in derivative instruments (if any);
|
• |
changes in supply and demand in the dry bulk shipping industry, including the market for our vessels and the number of newbuildings under construction;
|
• |
the strength of world economies;
|
• |
stability of Europe and the Euro;
|
• |
fluctuations in interest rates and foreign exchange rates;
|
• |
changes in seaborne and other transportation;
|
• |
changes in governmental rules and regulations or actions taken by regulatory authorities;
|
• |
general domestic and international political conditions;
|
• |
potential disruption of shipping routes due to accidents, political events, international hostilities and instability, piracy or acts by terrorists;
|
• |
our business strategy and other plans and objectives for future operations;
|
• |
future sales of our securities in the public market;
|
• |
the impact of the discontinuance of LIBOR (as defined below) after 2021 on interest rates of our debt that reference LIBOR;
|
• |
the impact of adverse weather and natural disasters; and
|
• |
other factors listed from time to time in registration statements, reports or other materials that we have filed with or furnished to the Commission including our most recent Annual Report (as
defined below), which is incorporated by reference into this prospectus.
|
• |
our existing shareholders' proportionate ownership interest in us would decrease;
|
• |
the proportionate amount of cash available for dividends payable on our common shares could decrease;
|
• |
the relative voting strength of each previously outstanding common share could be diminished; and
|
• |
the market price of our common shares could decline.
|
• |
our existing shareholders' proportionate ownership interest in us will decrease;
|
• |
the per share amount of cash available for dividends on 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.
|
• |
deterioration of economic conditions and activity and of demand for shipping;
|
• |
operational disruptions to us or our customers due to worker health risks and the effects of new regulations, directives or practices implemented in response to the pandemic (such as travel
restrictions for individuals and vessels and quarantining and physical distancing);
|
• |
potential delays in (a) the loading and discharging of cargo on or from our vessels, (b) vessel inspections and related certifications by class societies, customers or government agencies and
(c) maintenance, modifications or repairs to, or drydocking of, our existing vessels due to worker health or other business disruptions;
|
• |
reduced cash flow and financial condition, including potential liquidity constraints;
|
• |
credit tightening or declines in global financial markets, including to the prices of our publicly traded securities and the securities of our peers, could make it more difficult for us to
access capital, including to finance our existing debt obligations;
|
• |
potential reduced ability to opportunistically sell any of our vessels on the second-hand market, either as a result of a lack of buyers or a general decline in the value of second-hand
vessels;
|
• |
potential decreases in the market values of our vessels and any related impairment charges or breaches relating to vessel-to-loan financial covenants;
|
• |
potential disruptions, delays or cancellations in the construction of new vessels, which could reduce our future growth opportunities;
|
• |
due to quarantine restrictions placed on persons and additional procedures using commercial aviation and other forms of public transportation, our crew has had difficulty embarking and
disembarking on our ships. Although the restrictions have on certain cases delayed crew embarking and disembarking on our ships, they have not far functionally affected our ability to crew out vessels;
|
• |
international transportation of personnel could be limited or otherwise disrupted. In particular, our crews generally work on a rotation basis, relying largely on international air transport
for crew changes plan fulfillment. Any such disruptions could impact the cost of rotating our crew, and possibly impact our ability to maintain a full crew synthesis onboard all our vessels at any given time. It may also be difficult for our
in-house technical teams to travel to ship yards to observe vessel maintenance, and we may need to hire local experts, which local experts may vary in skill and are difficult to supervise remotely for work we ordinarily address in-house; and
|
• |
potential non-performance by counterparties relying on force majeure clauses and potential deterioration in the financial condition and prospects of our customers, joint venture partners or
other business partners.
|
• |
on an actual basis;
|
• |
on an as adjusted basis, to give effect to events that have occurred between July 1, 2020 and September 15, 2020:
|
o |
the issuance of 3,019,500 common shares as part of the exercise of an equivalent number of Class A Warrants issued in connection with the Underwritten Public Offering (as defined below) that
closed on June 26, 2020, resulting in proceeds of $1.1 million;
|
o |
the issuance on July 15, 2020, of 57,750,000 common shares in the Registered Offering (as defined below) and 57,750,000 Warrants to purchase 57,750,000 common shares in the Private Placement
at a combined offering price of $0.30 per share and Warrant, resulting in net proceeds of $15.8 million, net of placement agent fees and other estimated fees and expenses; and
|
o |
scheduled principal repayments under our secured credit facilities of approximately $0.6 million.
|
|
Actual
(unaudited)
|
As Adjusted
(unaudited)
|
||||||
(All figures in thousands of U.S. dollars, except for share amounts)
|
||||||||
Debt:
|
||||||||
Debt to related party – Unsecured
|
$
|
5,000,000
|
$
|
5,000,000
|
||||
Long-term debt (including current portion) – Secured (1)
|
14,228,220
|
13,678,220
|
||||||
Total Debt
|
$
|
19,228,220
|
$
|
18,678,220
|
||||
|
||||||||
Shareholders’ equity
|
||||||||
Common shares, $0.001 par value; 1,950,000,000 shares authorized; 70,442,876 shares issued and outstanding on an actual basis and
131,212,376 shares issued and outstanding on an as adjusted basis
|
70,443
|
131,212
|
||||||
Series B Preferred Shares; 12,000 shares issued and outstanding on an actual and as adjusted basis
|
12
|
12
|
||||||
Series A Preferred Shares, $0.001 par value; 9.75% cumulative redeemable perpetual preferred shares (liquidation preference of $30 per
share), 480,000 shares issued and outstanding on an actual and as adjusted basis
|
480
|
480
|
||||||
Additional paid-in capital
|
36,889,553
|
53,711,233
|
||||||
Retained Earnings
|
32,330
|
32,330
|
||||||
Total Shareholders’ Equity
|
$
|
36,992,818
|
$
|
53,875,267
|
||||
|
||||||||
Total Capitalization
|
$
|
56,221,038
|
$
|
72,553,487
|
||||
|
• |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
• |
block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
|
• |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
• |
an exchange distribution in accordance with the rules of the applicable exchange;
|
• |
privately negotiated transactions;
|
• |
short sales effected after the effective date of the registration statement of which this prospectus forms a part;
|
• |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
• |
broker-dealers may agree with the Selling Securityholders to sell a specified number of such shares at a stipulated price per share;
|
• |
a combination of any such methods of sale; and
|
• |
any other method permitted pursuant to applicable law.
|
Selling Securityholder
|
|
Total Number of Common Shares Owned Prior to This Offering
|
|
|
Total Number of Warrant Shares Beneficially Owned Prior to This Offering and Being Registered
on this Registration Statement(11)
|
|
|
Percentage of Outstanding Shares Owned Prior to This Offering Represented by Warrant Shares
Listed in Column 3
|
|
|
Maximum Number of Shares Which May Be Sold in This Offering
|
|
|
Percentage of
Outstanding Shares Which May Be Sold in This Offering(11) |
|
|
Number of
Common Shares Beneficially Owned Following This Offering(12) |
|
|
Percentage of
Outstanding Shares Owned Following This Offering(12)(13) |
|
|||||||
Anson Investments Master Fund LP(1)
|
|
|
0
|
|
|
|
6,112,500
|
|
|
|
4.5
|
%
|
|
|
6,112,500
|
|
|
|
4.5
|
%
|
|
|
0
|
|
|
|
0
|
%
|
Anson East Master Fund LP(2)
|
|
|
0
|
|
|
|
2,037,500
|
|
|
|
1.5
|
%
|
|
|
2,037,500
|
|
|
|
1.5
|
%
|
|
|
0
|
|
|
|
0
|
%
|
Empery Asset Master, Ltd(3)
|
|
|
0
|
|
|
|
4,590,576
|
|
|
|
3.4
|
%
|
|
|
4,590,576
|
|
|
|
3.4
|
%
|
|
|
3,757,648
|
(3)
|
|
|
2.0
|
%
|
Empery Tax Efficient, LP(4)
|
|
|
0
|
|
|
|
1,497,727
|
|
|
|
1.1
|
%
|
|
|
1,497,727
|
|
|
|
1.1
|
%
|
|
|
1,065,412
|
(4)
|
|
|
0.6
|
%
|
Empery Tax Efficient III, LP(5)
|
|
|
0
|
|
|
|
2,245,031
|
|
|
|
1.7
|
%
|
|
|
2,245,031
|
|
|
|
1.7
|
%
|
|
|
1,576,940
|
(5)
|
|
|
0.8
|
%
|
Hudson Bay Master Fund Ltd(6)
|
|
|
0
|
|
|
|
7,800,000
|
|
|
|
5.6
|
%
|
|
|
7,800,000
|
|
|
|
5.6
|
%
|
|
|
6,350,000
|
(6)
|
|
|
3.4
|
%
|
L1 Capital Global Opportunities Master Fund(7)
|
|
|
0
|
|
|
|
7,800,000
|
|
|
|
4.99
|
%
|
|
|
7,800,000
|
|
|
|
4.99
|
%
|
|
|
4,200,000
|
|
|
|
2.2
|
%
|
CVI Investments, Inc.(8)
|
|
|
0
|
|
|
|
10,000,000
|
|
|
|
4.99
|
%
|
|
|
10,000,000
|
|
|
|
4.99
|
%
|
|
|
6,000,000
|
(8)
|
|
|
3.2
|
%
|
Sabby Volatility Warrant Master Fund, Ltd.(9)
|
|
|
0
|
|
|
|
7,800,000
|
|
|
|
4.99
|
%
|
|
|
7,800,000
|
|
|
|
4.99
|
%
|
|
|
6,448,000
|
(9)
|
|
|
3.4
|
%
|
Intracoastal Capital LLC(10)
|
|
|
0
|
|
|
|
7,866,666
|
|
|
|
5.7
|
%
|
|
|
7,866,666
|
|
|
|
5.7
|
%
|
|
|
4,200,000
|
(10)
|
|
|
2.2
|
%
|
Total
|
|
|
|
|
|
|
57,750,000
|
|
|
|
|
|
|
|
57,750,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of Anson Investments Master Fund LP (“Anson”), hold voting and dispositive power over the Common Shares held by
Anson. Bruce Winson is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each
disclaim beneficial ownership of these Common Shares except to the extent of their pecuniary interest therein. The principal business address of Anson is Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town,
Grand Cayman KY1-9008, Cayman Islands.
|
(2) |
Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of Anson East Master Fund LP (“Anson”), hold voting and dispositive power over the Common Shares held by Anson.
Bruce Winson is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim
beneficial ownership of these Common Shares except to the extent of their pecuniary interest therein. The principal business address of Anson is Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman
KY1-9008, Cayman Islands.
|
(3) |
Empery Asset Management LP, the authorized agent of Empery Asset Master Ltd (“EAM”), has discretionary authority to vote and dispose of the shares held by EAM and may be deemed to be the
beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by EAM. EAM, Mr. Hoe
and Mr. Lane each disclaim any beneficial ownership of these shares.
|
(4) |
Empery Asset Management LP, the authorized agent of Empery Tax Efficient, LP (“ETE”), has discretionary authority to vote and dispose of the shares held by ETE and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and
voting power over the shares held by ETE. ETE, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares.
|
(5) |
Empery Asset Management LP, the authorized agent of Empery Tax Efficient III, LP (“ETE III”), has discretionary authority to vote and dispose of the shares held by ETE III
and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the
shares held by ETE III. ETE III, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares.
|
(6) |
Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing
member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these securities.
|
(7) |
David Feldman has voting and dispositive power over the securities owned by L1 Capital Global Opportunities Master Fund. The address of L1 Capital Global Opportunities Master
Fund is 161A Shedden Road, 1 Artillery Court, PO Box 10085, Grand Cayman KY1-1001, Cayman Islands.
|
(8) |
Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc. (“CVI”), has discretionary authority to vote and dispose of the shares held by CVI and may be
deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI.
Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI Investments, Inc.is affiliated with one or more FINRA member, none of whom are currently expected to participate in the sale pursuant to the prospectus contained in
the Registration Statement of Shares purchased by the Investor in this Offering.
|
(9) |
Sabby Management, LLC serves as the investment manager of Sabby Volatility Warrant Master Fund, Ltd., or Sabby. Hal Mintz is the manager of Sabby Management, LLC and has
voting and investment control of the securities held by Sabby Volatility Warrant Master Fund, Ltd. Each of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over the securities beneficially owned by Sabby Volatility Warrant
Master Fund, Ltd., except to the extent of their respective pecuniary interest therein. The address of Sabby Volatility Warrant Master Fund, Ltd. is c/o Sabby Mgt. LLC, 10 Mountainview Rd., Suite 205, Upper Saddle River, NJ 07458.
|
(10) |
Mitchell P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital LLC (“Intracoastal”), have shared voting control and
investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) of the securities reported herein that are held by Intracoastal.
|
(11) |
Assumes that the total number of issued and outstanding common shares of the Company remains unchanged at 131,212,376 prior to the issuance of the Warrant Shares. Also, in
computing the number of common shares beneficially owned by an entity and the percentage ownership of that entity, common shares issuable upon the exercise of Warrants held by that entity are deemed outstanding.
|
(12) |
Assumes that the Selling Securityholders will sell all of their common shares and Warrants pursuant to this prospectus.
|
(13) |
Assumes all 57,750,000 Warrant Shares have been sold in this offering.
|
Commission registration fee *
|
$
|
2,623.60
|
||
FINRA filing fee
|
$
|
-
|
||
Legal fees and expenses
|
$
|
45,000.00
|
||
Accounting fees and expenses
|
$
|
15,000.00
|
||
Miscellaneous
|
$
|
2,376.40
|
||
|
||||
Total
|
$
|
65,000.00
|
• |
Report on Form 20-F for the year ended December 31, 2019, filed with the Commission on March
31, 2020, which contains our audited consolidated financial statements for the most recent fiscal year for which those statements have been filed; and
|
• |
Exhibit 99.1 of our Report on Form 6-K dated September 11, 2020, which includes the unaudited condensed consolidated interim financial statements and related Management's
Discussion and Analysis of Financial Condition and Results of Operations of the Company for the six months ended June 30, 2020.
|
Item 8. |
Indemnification of Directors and Officers
|
1. |
Any person who is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of
another, partnership, joint venture, trust or other enterprise shall be entitled to be indemnified by the Corporation upon the same terms, under the same conditions, and to the same extent as authorized by Section 60 of the BCA, if he or
she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The Corporation shall have the power to pay in advance expenses a director or officer incurred while defending a civil or criminal proceeding, provided that the director or officer will repay the amount if it shall
ultimately be determined that he or she is not entitled to indemnification under this section. Any repeal or modification of this Article VIII shall not adversely affect any rights to indemnification and to the advancement of expenses of
a Director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
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2. |
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director or officer of the
Corporation or is or was serving at the request of the Corporation as a director or officer against any liability asserted against such person and incurred by such person in such capacity whether or not the Corporation would have the
power to indemnify such person against such liability by law or under the provisions of these Bylaws.
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1. |
Actions not by or in right of the corporation. A corporation shall have power to
indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the bests interests of the corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that his conduct was unlawful.
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2. |
Actions by or in right of the corporation. A corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he
is or was a director or officer of the corporation, or is or was serving at the request of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claims, issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
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3. |
When director or officer successful. To the extent that a director or officer of
a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.
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4. |
Payment of expenses in advance. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section.
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5. |
Indemnification pursuant to other rights. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.
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6. |
Continuation of indemnification. The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
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7. |
Insurance. A corporation shall have the power to purchase and maintain insurance
on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity
whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.
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Item 9. |
Exhibits
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Item 10. |
Undertakings
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CASTOR MARITIME INC.
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By:
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/s/ Petros Panagiotidis
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Name: Petros Panagiotidis
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Title: CChairman, Chief Executive Officer and Chief Financial Officer
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Signature
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Title
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/s/ Petros Panagiotidis
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Chairman, Chief Executive Officer, Chief Financial Officer and Class C Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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Petros Panagiotidis
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/s/ Dionysios Makris
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Secretary and Class B Director
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Dionysios Makris
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/s/ Georgios Daskalakis
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Class A Director
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Georgios Daskalakis
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PUGLISI & ASSOCIATES
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By:
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/s/ Donald J. Puglisi
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Name: Donald J. Puglisi
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Title: Managing Director
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Exhibit Number
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Description
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4.1
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4.2
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4.3
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4.4
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4.5
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4.6
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4.7
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4.8
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4.9
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4.10
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4.11
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5.1
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8.1
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10.1
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10.2
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10.3
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10.4
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10.5
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10.6
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10.7
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10.8
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10.9
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10.10
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10.11
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10.12
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10.13
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23.1
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23.2
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24.1
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*
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Filed herein.
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