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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

Commission file number 001-35025

(Exact name of Registrant as specified in its charter)

(Translation of Registrant’s name into English)

(Jurisdiction of incorporation or organization)

(Address of principal executive offices)

Mr. Andreas Michalopoulos, 373 Syngrou Avenue, 175 64 Palaio Faliro, Athens, Greece

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Note-Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.     ☐ Item 17  ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

PART I		3
Item 1.	Identity of Directors, Senior Management, and Advisers	3
Item 2.	Offer Statistics and Expected Timetable	3
Item 3.	Key Information	3
Item 4.	Information on the Company	35
Item 4A.	Unresolved Staff Comments	55
Item 5.	Operating and Financial Review and Prospects	55
Item 6.	Directors, Senior Management, and Employees	71
Item 7.	Major Shareholders and Related Party Transactions	75
Item 8.	Financial information	76
Item 9.	The Offer and Listing	78
Item 10.	Additional Information	78
Item 11.	Quantitative and Qualitative Disclosures about Market Risk	86
Item 12.	Description of Securities Other than Equity Securities	87
PART II		88
Item 13.	Defaults, Dividend Arrearages and Delinquencies	88
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	88
Item 15.	Controls and Procedures	88
Item 16.	[Reserved]	89
Item 16A.	Audit Committee Financial Expert	89
Item 16B.	Code of Ethics	89
Item 16C.	Principal Accountant Fees and Services	89
Item 16D.	Exemptions from the Listing Standards for Audit Committees	89
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	89
Item 16F.	Change in Registrant’s Certifying Accountant	90
Item 16G.	Corporate Governance	90
Item 16H.	Mine Safety Disclosure	90
Item 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	90
PART III		91
Item 17.	Financial Statements	91
Item 18.	Financial Statements	91
Item 19.	Exhibits	91

A.	[Reserved]

B.	Capitalization and Indebtedness

C.	Reasons for the Offer and Use of Proceeds

D.	Risk Factors

•

The tanker vessel industry is cyclical and volatile, which may lead to reductions and volatility in the charter rates we are able to obtain, in vessel values, and in our earnings and available cash flow.

•

An over-supply of tanker capacity may lead to a reduction in charter rates, vessel values, and profitability.

•

Our results of operations are subject to seasonal fluctuations, which may adversely affect our financial condition.

•

The current state of the global financial markets and current economic conditions may adversely impact our results of operation, financial condition, cash flows, and ability to obtain financing or refinance our existing and future credit facilities on acceptable terms, which may negatively impact our business.

•

If economic conditions throughout the world continue to deteriorate or become more volatile, it could impede our operations.

•

Increasing growth of electric vehicles and renewable fuels could lead to a decrease in trading and the movement of crude oil and petroleum products worldwide.

•

An increase in operating costs could adversely affect our cash flows and financial condition.

•

Rising fuel prices may adversely affect our profits.

•

Compliance with safety and other vessel requirements imposed by classification societies may be very costly and may adversely affect our business.

•

We are subject to complex laws and regulations, including environmental regulations, that could require significant expenditures and affect our cash flows and net income.

•

We, or our in-house managers, may be unable to attract and retain qualified, skilled employees or crew necessary to operate our business. In addition, labor interruptions could disrupt our business.

•

We operate our vessels worldwide and, as a result, our vessels are exposed to international risks and inherent operational risks of the tanker vessel industry, which may adversely affect our business and financial condition.

•

International hostilities and terrorist attacks could affect our results of operations and financial condition.

•

Outbreaks of epidemic and pandemic of diseases, such as the outbreak of COVID-19, and governmental responses thereto, could adversely affect our business.

•

Acts of piracy on ocean-going vessels could adversely affect our business.

•

If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the U.S. government or other governmental authorities, it could lead to monetary fines or penalties and adversely affect our business, reputation and the market for our common shares.

•

Changing laws and evolving reporting requirements could have an adverse effect on our business.

•

The market values of our vessels are highly volatile and may decline, which could limit the amount of funds that we can borrow and trigger breaches of certain financial covenants under our future loan facilities.

•

We are currently subject to litigation, and we may be subject to similar or other litigation in the future.

•

Our business, operating results, financial condition, and growth will depend on our ability to successfully charter our tanker vessels, for which we will face substantial competition.

•

The failure of our counterparties to meet their obligations to us under any vessel purchase agreements or charter agreements could cause us to suffer losses or otherwise adversely affect our business.

•

We may be unable to locate suitable vessels or dispose of vessels at reasonable prices, which would adversely affect our ability to operate our business.

•

Our purchasing and operating secondhand vessels, and the aging of our fleet may result in increased operating costs and vessels off-hire, which could adversely affect our earnings.

•

There is a lack of historical operating history provided with our secondhand vessel acquisitions, and profitable operation of the vessels will depend on our skill and expertise.

•

Technical innovation and technical quality and efficiency requirements from our customers could reduce our charter hire income and the value of our tanker vessels.

•

The Public Company Accounting Oversight Board inspection of our independent accounting firm could lead to findings in our auditors’ reports and challenge the accuracy of our published audited consolidated financial statements.

•

Our ability to obtain debt financing in the future may be dependent on the performance of our then existing charters and the creditworthiness of our charterers.

•

We may be unable to attract and retain key management personnel and other employees in the shipping industry, which may negatively impact the effectiveness of our management and results of operations.

•

Aliki Paliou, the Chairperson of the Board, controls a majority of voting power over matters on which our shareholders are entitled to vote, and accordingly, may exert considerable influence over us and may have interests that are different from the interests of our other shareholders.

•

We may be subject to increased premium payments, or calls, because we obtain some of our insurance through protection and indemnity associations.

•

We are subject to international safety regulations and requirements imposed by classification societies and the failure to comply with these regulations may subject us to increased liability, may adversely affect our insurance coverage, and may result in a denial of access to, or detention in, certain ports.

•

The international nature of our operations may make the outcome of any bankruptcy proceedings difficult to predict.

•

A cyber-attack could materially disrupt our business.

•

If we do not identify suitable vessels for acquisition or successfully integrate any acquired vessels, we may not be able to grow or to effectively manage our growth.

•

The IMO 2020 regulations may cause us to incur substantial costs and to procure low-sulfur fuel oil directly on the wholesale market for storage at sea and onward consumption on our tanker vessels.

•

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

•

Increasing scrutiny and changing expectations from investors, lenders, and other market participants with respect to our Environmental, Social, and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks.

•

If we are unable to operate our vessels profitably, we may be unsuccessful in competing in the highly competitive international tanker vessel market, which would negatively affect our financial condition and our ability to expand our business.

•

A shift in consumer demand from crude oil towards other energy sources or changes to trade patterns for crude oil and refined petroleum products may have a material adverse effect on our business.

•

Future sales of our common shares, including through the exercise of conversion rights under our outstanding convertible preferred shares, could cause the market price of our common shares to decline.

•

As a key component of our business strategy, we intend to issue additional common shares or other securities to finance our growth as market conditions warrant. These issuances, which would generally not be subject to shareholder approval, may lower your ownership interests and may depress the market price of our common shares.

•

Our ability to pay dividends on and to redeem our Series B Preferred Shares and Series C Preferred Shares, and therefore your ability to receive payments on the Series B Preferred Shares and Series C Preferred Shares, is limited by the requirements of Marshall Islands law and by our contractual obligations.

•

Our Series B Preferred Shares and Series C Preferred Shares are subordinated to our debt obligations, and the interests of the holders of Series B Preferred Shares and Series C Preferred Shares could be diluted by the issuance of additional shares, including other preferred shares, or by other transactions.

•

The Series B Preferred Shares and Series C Preferred Shares represent perpetual equity interests in us.

•

There is no established trading market for the Series B Preferred Shares or Series C Preferred Shares, which may negatively affect the market value of the Series B Preferred Shares and Series C Preferred Shares and your ability to transfer or sell them.

•

The Series B Preferred Shares and Series C Preferred Shares are only redeemable at our option and investors should not expect us to redeem the Series B Preferred Shares or Series C Preferred Shares in the future.

•

We are a holding company, and we depend on the ability of our current and future subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments.

•

Because we are a foreign corporation, you may not have the same rights or protections that a shareholder in a U.S. corporation may have.

•

supply and demand for energy resources and oil and petroleum products;

•

competition from, and supply and demand for, alternative sources of energy;

•

regional availability of refining capacity and inventories;

•

global and regional economic and political conditions and developments, including national oil reserve policies, fluctuations in industrial and agricultural production, armed conflicts, terrorist activities, trade wars, tariffs embargoes, and strikes;

•

currency exchange rates;

•

changes in seaborne and other transportation patterns, including shifts in transportation demand between crude oil and refined oil products and the distance they are transported by sea and changes in the price of crude oil and changes to the West Texas Intermediate and Brent Crude Oil pricing benchmarks, and changes in trade patterns;

•

changes in governmental or maritime self-regulatory organizations’ rules and regulations or actions taken by regulatory authorities;

•

environmental and other legal and regulatory developments;

•

government subsidies of shipbuilding;

•

increases in the production of oil in areas linked by pipelines to consuming areas, construction or expansion of new or existing pipelines or railways or conversion of existing non-oil pipelines to oil pipelines;

•

weather, natural disasters, and other acts of God;

•

economic slowdowns caused by public health events such as the COVID-19 pandemic or inflationary pressures and resultant governmental responses;

•

developments in international trade, including those relating to the imposition of tariffs;

•

changes in the production levels of crude oil (including in particular production by OPEC, the United States, and other key producers); and

•

international sanctions, embargoes, import and export restrictions, nationalizations, and wars or other conflicts, including the conflict in Ukraine.

•

demand for alternative sources of energy;

•

the number of newbuilding orders and deliveries;

•

the number of shipyards and availability of shipyards to deliver vessels;

•

the scrapping rate of older vessels;

•

the recycling of older vessels, depending, amongst other things, on recycling rates and international recycling regulations;

•

conversion of tanker vessels to other uses;

•

the number of vessels that are out of service, namely those that are laid up, dry-docked, awaiting repairs, or otherwise not available for hire;

•

availability of financing for new vessels;

•

speed of vessel operation;

•

changes in national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnages;

•

changes in environmental and other regulations that may limit the useful lives of vessels;

•

port or canal congestion and weather delays; and

•

sanctions (in particular, sanctions on Russia, Iran and Venezuela, amongst others).

•

the prevailing level of charter rates;

•

general economic and market conditions affecting the shipping industry;

•

competition from other shipping companies and other modes of transportation;

•

the types, sizes, and ages of vessels;

•

the supply of and demand for vessels;

•

applicable governmental or other regulations;

•

the need to upgrade secondhand and previously owned vessels as a result of charterer requirements;

•

technological advances in vessel design or equipment or otherwise;

•

fuel efficiency and level of air emissions;

•

the cost of newbuildings; and

•

shipyard capacity.

•

shipping industry relationships and reputation for customer service and safety;

•

the experience and quality of ship operations, including cost-effectiveness;

•

quality and experience of the seafaring crew;

•

the ability to finance vessels at competitive rates and financial stability generally;

•

relationships with shipyards and the ability to get suitable berths;

•

the technical specifications of the vessel;

•

construction management experience, including the ability to obtain on-time delivery of new ships according to customer specifications;

•

willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and

•

competitiveness of the bid in terms of overall price.

•

identify suitable vessels for acquisitions at attractive prices, which may not be possible if asset prices rise too quickly;

•

obtain financing for our existing and new operations;

•

manage relationships with customers and suppliers;

•

identify businesses engaged in managing, operating, or owning tanker vessels for acquisitions or joint ventures;

•

integrate any acquired vessels successfully with our then-existing operations;

•

attract, hire, train, integrate and retain qualified, highly trained personnel and crew to manage and operate our growing business and fleet;

•

identify additional new markets;

•

enhance our customer base;

•

improve our operating, financial, and accounting systems and controls; and

•

obtain required financing for our existing and new operations.

•

the failure of securities analysts to publish research about us, or analysts to make appropriate changes in their financial estimates;

•

announcements by us or our competitors of significant contracts, acquisitions or capital commitments;

•

variations in quarterly operating results;

•

general economic conditions, including inflationary pressures;

•

terrorist or piracy acts;

•

unforeseen events, such as natural disasters or pandemics (including the COVID-19 pandemic);

•

international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars or other conflicts, including the war in Ukraine;

•

actual or anticipated fluctuations in our operating results from period to period;

•

fluctuations in interest rates;

•

fluctuations in the availability or the price of oil and chemicals;

•

fluctuations in foreign currency exchange rates;

•

the loss of any of our key management personnel;

•

our failure to successfully implement our business plan;

•

future sales of our common shares or other securities;

•

stock splits or reverse stock splits; and

•

investors’ perception of us and the international tanker sector.

•

any common shares issuable pursuant to the exercise of conversion rights under our Series C Preferred Shares, of which 1,485,862 shares are currently outstanding;

•

8,000 common shares issuable upon the exercise of outstanding options exercisable at a price range between $150.00 and $450.00 per share, for a term expiring January 1, 2026;

•

up to 567,366 common shares issuable upon the exercise of our Class A Warrants (at an exercise price of $15.75 per share) which expire in January 2028;

•

up to 1,133,333 common shares that may be issued upon the exercise of warrants (the “July 2022 Warrants”) issued pursuant to a registered direct offering on July 19, 2022 (at an exercise price of $1.65 per share as of April 25, 2023) which expire in January 2028;

•

up to 2,222,222 common shares that may be issued upon the exercise of warrants (the “August 2022 Warrants”) issued pursuant to a registered direct offering on August 12, 2022 (at an exercise price of $1.65 per share as of April 25, 2023) which expire in August 2027;

•

up to 1,021,800 common shares that may be issued upon the exercise (at an exercise price of $2.25 per share as of April 25, 2023) or exchange of the Series A Warrants on a cashless basis, which expire in March 2028; and

•

up to 4,167,000 common shares that may be issued upon the exercise of the Series B Warrants (at an exercise price of $2.25 per share as of April 25, 2023) which expire in March 2028.

•

our existing shareholders’ proportionate ownership interest in us may decrease;

•

the relative voting strength of each previously outstanding share may be diminished;

•

the market price of our common shares may decline; and

•

the amount of cash available for dividends payable on our common shares, if any, may decrease.

•

authorizing our board of directors to issue “blank check” preferred stock without shareholder 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 two-thirds of the outstanding common shares entitled to vote generally in the election of directors;

•

limiting the persons who may call special meetings of shareholders; and

•

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.

Item 4.

Information on the Company

A.	History and Development of the Company

B.	Business Overview

Vessel	​	Year of Build	​	Capacity	​	Builder	​	Charter Type
	​		​		​	Aframax Tanker Vessels	​
BLUE MOON	​	2011	​	104,623 DWT	​	Sumitomo Heavy Industries Marine & Engineering Co., LTD.	​	Time charter
BRIOLETTE	​	2011	​	104,588 DWT	​	Sumitomo Heavy Industries Marine & Engineering Co., LTD.	​	Time charter
P. KIKUMA	​	2007	​	115,915 DWT	​	Samsung Heavy Industries Co. Ltd.	​	Pool
P. YANBU	​	2011	​	105,391 DWT	​	Sumitomo Heavy Industries Marine & Engineering Co., LTD.	​	Time charter
P. SOPHIA	​	2009	​	105,071 DWT	​	Hyundai Heavy Industries Co. LTD.	​	Pool
P. ALIKI	​	2010	​	105,304 DWT	​	Hyundai Heavy Industries Co. LTD.	​	Time charter
P. MONTEREY	​	2011	​	105,525 DWT	​	Hyundai Heavy Industries Co. LTD.	​	Time charter
P. LONG BEACH	​	2013	​	105,408 DWT	​	Hyundai Heavy Industries Co. LTD.	​	Pool

•

VLCCs, with an oil cargo carrying capacity in excess of 200,000 dwt (typically 300,000 to 320,000 dwt or approximately two million barrels). VLCCs generally trade on long-haul routes from the Middle East and West Africa to Asia, Europe, and the U.S. Gulf or the Caribbean.

•

Suezmax tankers, with an oil cargo carrying capacity of approximately 120,000 to 200,000 dwt (typically 150,000 to 160,000 dwt or approximately one million barrels). Suezmax tanker vessels are engaged in a range of crude oil trades across a number of major loading zones.

•

Aframax tankers, with an oil cargo carrying capacity of approximately 80,000 to 120,000 dwt (or approximately 500,000 barrels). Aframax tanker vessels are employed in shorter regional trades, mainly in North West Europe, the Caribbean, the Mediterranean, and Asia.

(i)

injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;

(ii)

injury to, or economic losses resulting from, the destruction of real and personal property;

(iii)

loss of subsistence use of natural resources that are injured, destroyed, or lost;

(iv)

net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;

(v)

lost profits or impairment of earning capacity due to injury, destruction, or loss of real or personal property or natural resources; and

(vi)

net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.

•

on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed, and navigational status;

•

on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities    onshore;

•

the development of vessel security plans;

•

a ship identification number to be permanently marked on a vessel’s hull;

•

a continuous synopsis record kept onboard showing a vessel’s history, including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and

•

compliance with flag state security certification requirements.

C.	Organizational Structure

D.	Property, Plants, and Equipment

Item 4A.

Unresolved Staff Comments

Item 5.

Operating and Financial Review and Prospects

A.	Operating Results

•

Ownership days. We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during a period.

•

Available days. We define available days as the number of our ownership days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys, including the aggregate amount of time that we spend positioning our vessels for such events. The shipping industry uses available days to measure the number of days in a period during which vessels should be capable of generating revenues.

•

Operating days. We define operating days, including ballast leg, as the number of available days in a period less the aggregate number of days that our vessels are off-hire. The specific calculation counts as on-hire the days of the ballast leg of the spot voyages, as long as a charter party is in place. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.

•

Fleet utilization. We calculate fleet utilization by dividing the number of our operating days during a period by the number of our available days during the period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades and special surveys, including vessel positioning for such events.

•

Time Charter Equivalent (TCE) rates. We define TCE rates as revenue (voyage, time-charter and pool revenue), less voyage expenses during a period divided by the number of our available days during the period, which is consistent with industry standards. Voyage expenses include port charges, bunker (fuel) expenses, canal charges and commissions. TCE is a non-GAAP measure. TCE rate is a standard shipping industry performance measure used primarily to compare daily earnings generated by vessels despite changes in the mix of charter types (i.e., voyage (spot) charters, time charters, and bareboat charters).

•

Daily Operating Expenses. We define daily operating expenses as total vessel operating expenses, which include crew wages and related costs, the cost of insurance and vessel registry, expenses relating to repairs and maintenance, the costs of spares and consumable stores, lubricant costs, tonnage taxes, regulatory fees, environmental costs, lay-up expenses and other miscellaneous expenses divided by total ownership days for the relevant period.

		For the year ended December 31, 2022				For the year ended December 31, 2021				For the year ended December 31, 2020
Ownership days			2,069				1,825				1,689
Available days			2,039				1,735				1,689
Operating days			1,974				1,483				1,515
Fleet utilization			96.8	%			85.5	%			89.7	%
Time charter equivalent (TCE) rate		$	29,579			$	9,963			$	18,745
Daily operating expenses		$	6,683			$	6,740			$	6,835

		For the year ended December 31, 2022				For the year ended December 31, 2021				For the year ended December 31, 2020
Revenue		$	75,173			$	36,491				46,283
Less voyage expenses		$	(14,861	)		$	(19,205	)			(14,622	)
Voyage and time charter equivalent rates		$	60,312			$	17,286				31,661
Available days			2,039				1,735				1,689
Time charter equivalent (TCE) rate		$	29,579			$	9,963			$	18,745

		For the year ended December 31, 2022				For the year ended December 31, 2021				For the year ended December 31, 2020
Ownership days			2,069				1,825				1,365
Available days			2,039				1,735				1,365
Operating days			1,974				1,483				1,202
Fleet utilization			96.8	%			85.5	%			88.1	%
Time charter equivalent (TCE) rate		$	29,579			$	9,96	3		$	20,228
Daily operating expenses		$	6,683			$	6,740			$	6,746

		For the year ended December 31, 2022				For the year ended December 31, 2021				For the year ended December 31, 2020
Revenue		$	75,173			$	36,491				42,045
Less voyage expenses		$	(14,861	)		$	(19,205	)			(14,434	)
Voyage and time charter equivalent rates		$	60,312			$	17,286				27,611
Available days			2,039				1,735				1,365
Time charter equivalent (TCE) rate		$	29,579			$	9,963			$	20,228

		For the year ended December 31, 2022				For the year ended December 31, 2021				For the year ended December 31, 2020
Ownership days			0				0				324
Available days			0				0				324
Operating days			0				0				313
Fleet utilization			0	%			0	%			96.6	%
Time charter equivalent (TCE) rate		$	0			$	0			$	12,500
Daily operating expenses		$	0			$	0			$	7,210

		For the year ended December 31, 2022				For the year ended December 31, 2021				For the year ended December 31, 2020
Time charter revenues		$	0			$	0				4,238
Less voyage expenses		$	0			$	0				(188	)
Time charter equivalent rates		$	0			$	0				4,050
Available days			0				0				324
Time charter equivalent (TCE) rate		$	0			$	0			$	12,500

•

the duration of our charters;

•

our decisions relating to vessel acquisitions and disposals;

•

the amount of time that we spend positioning our vessels;

•

the amount of time that our vessels spend in drydock undergoing repairs;

•

maintenance and upgrade work;

•

the age, condition, and specifications of our vessels;

•

levels of supply and demand in the shipping industry; and

•

other factors affecting spot market charter rates for vessels.

•

obtain the charterer’s consent to us as the new owner;

•

obtain the charterer’s consent to a new technical manager;

•

obtain the charterer’s consent to a new flag for the vessel;

•

arrange for a new crew for the vessel;

•

replace all hired equipment on board, such as gas cylinders and communication equipment;

•

negotiate and enter into new insurance contracts for the vessel through our own insurance brokers;

•

register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state;

•

implement a new planned maintenance program for the vessel; and

•

ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state.

•

acquisition and disposition of vessels;

•

employment and operation of our vessels; and

•

management of the financial, general and administrative elements involved in the conduct of our business and ownership of our vessels.

•

vessel maintenance and repair;

•

crew selection and training;

•

vessel spares and stores supply;

•

contingency response planning;

•

on board safety procedures auditing;

•

accounting;

•

vessel insurance arrangement;

•

vessel chartering;

•

vessel hire management;

•

vessel surveying; and

•

vessel performance monitoring.

•

management of our financial resources, including banking relationships, i.e., administration of bank loans and bank accounts;

•

management of our accounting system and records and financial reporting;

•

administration of the legal and regulatory requirements affecting our business and assets; and

•

management of the relationships with our service providers and customers.

•

rates and periods of charter hire;

•

levels of vessel operating expenses;

•

depreciation expenses;

•

financing costs; and

•

fluctuations in foreign exchange rates.

•

reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;

•

news and industry reports of similar vessel sales;

•

offers that we may have received from potential purchasers of our vessels; and

•

vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts, and various other shipping industry participants and observers.

													Carrying Value of vessels; net book value, unamortized drydock cost and cost of equipment not yet installed (in millions of US dollars)
Vessel					DWT				Year Built				At December 31, 2022				At December 31, 2021
	1.		Blue Moon			104,623				2011				27.1				27.5	*
	2.		Briolette			104,588				2011				26.9				28.6	*
	3.		P. Fos			115,577				2007				0.0				24.8	*
	4.		P. Kikuma			115,915				2007				22.3				23.4	*
	5.		P. Yanbu			105,391				2011				19.9				21.0
	6.		P. Sophia			105,071				2009				26.9				0.0
	7.		P. Aliki			105,304				2010				36.3				0.0
	8.		P. Monterey			105,525				2011				35.0				0.0
	9.		P. Long Beach			105,408				2013				43.8				0.0
Total Carrying Value														238.2				125.3

RESULTS OF OPERATIONS Results of Operations (Continuing Operations)
		For the Years Ended December 31,
		2022				2021				variation				% change
		in millions of U.S. dollars
Revenue			75.2				36.5				38.7				106.0	%
Voyage expenses			(14.9	)			(19.2	)			4.3				(22.4	)%
Vessel operating expenses			(13.8	)			(12.3	)			(1.5	)			12.2	%
Depreciation and amortization of deferred charges			(9.3	)			(7.5	)			(1.8	)			24.0	%
General and administrative expenses			(6.7	)			(5.7	)			(1.0	)			17.5	%
Gain on vessels’ sale			9.5				0.0				9.5				-
Provision for credit losses and write offs			0.0				(0.2	)			0.2				100.0	%
Interest and finance costs			(4.0	)			(1.8	)			(2.2	)			122.2	%
Interest income			0.3				0.0				0.3				-
Gain from property sale			0.0				0.1				(0.1	)			(100.0	)%
Net income / (loss) from continuing operations			36.3				(10.1	)			46.4				(459.4	)%

Results of Operations (Discontinued Operations)
		For the Years Ended December 31,
		2022				2021				variation				% change
		in millions of U.S. dollars
Other income			0.0				0.4				(0.4	)			(100.0	)%
Net income from discontinued operations			0.0				0.4				(0.4	)			(100.0	)%

B.	Liquidity and Capital Resources

•

Minimum hull value of the financed vessels.

•

Minimum cash liquidity. As at December 31, 2022, and December 31, 2021, the maximum compensating cash balance required under our loan agreements amounted to $10.5 million and $5.0 million, respectively.

•

Effecting dividend distributions following the occurrence of an event of default.

•

Effecting certain changes in shareholdings.

•

A parent guarantee by Performance Shipping Inc.

•

First priority mortgages over the financed tanker vessels.

•

First priority assignments of earnings, insurances and of any charters exceeding durations of two years.

•

Pledge over the borrowers’ shares and over their earnings accounts.

C.	Research and Development, Patents and Licenses

D.	Trend Information

E.	Critical Accounting Estimates

A.	Directors and Senior Management

Name	Age		Position
Andreas Michalopoulos	52		Class I Director, Chief Executive Officer and Secretary
Loïsa Ranunkel	46		Class I Director
Aliki Paliou	47		Class II Director and Chairperson of the Board
Alex Papageorgiou	51		Class III Director
Mihalis Boutaris	49		Class III Director
Anthony Argyropoulos	58		Chief Financial Officer

Board Diversity Matrix (As of April 27, 2023)
To be completed by Foreign Issuers (with principal executive offices outside of the U.S.) and Foreign Private Issuers
Country of Principal Executive Offices	Greece
Foreign Private Issuer	Yes
Disclosure Prohibited under Home Country Law	No
Total Number of Directors	5

	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	3	0	0
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

B.	Compensation

C.	Board Practices

D.

Employees

		As of December 31, 2022				As of December 31, 2021				As of December 31, 2020
Shoreside			30				25				23
Seafaring			197				127				128
Total			227				152				151

E.	Share Ownership

Item 7.

Major Shareholders and Related Party Transactions

A.	Major Shareholders

Name		Number of Common Shares			Percentage Owned (1)
Mango Shipping Corp. (2)(5)			24,329,672			67.15	%
Mitzela Corp.(3)(5)			1,042,993			8.06	%
Funicular Funds, LP(4)			1,776,000			9.99	%
All officers and directors as a group(4)			25,380,665			68.07	%

B.	Related Party Transactions

C.	Interests of Experts and Counsel

Item 8.

Financial information

A.	Consolidated Statements and Other Financial Information

B.	Significant Changes

A.	Offer and Listing Details

B.	Plan of Distribution

C.

Markets

D.	Selling Shareholders

E.

Dilution

F.	Expenses of the Issue

Item 10.

Additional Information

A.	Share capital

B.	Memorandum and Articles of Association

C.	Material Contracts

D.	Exchange Controls

E.

Taxation

•

we have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and

•

substantially all of our U.S.-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 (or, in the case of income from the bareboat chartering of a vessel, is attributable to a fixed place of business in the United States).

•

the excess distribution or gain would be allocated ratably to each day 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 before we became a PFIC would be taxed as ordinary 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-U.S. Holder’s conduct of a trade or business in the United States. In general, if the Non-U.S. Holder is entitled to the benefits of certain income tax treaties with respect to that gain, that gain is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or

•

the Non-U.S. 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 U.S. federal income tax returns; or

•

in certain circumstances, fail to comply with applicable certification requirements.

F.	Dividends and paying agents

G.	Statement by experts

H.	Documents on display

I.	Subsidiary information

Item 11.

Quantitative and Qualitative Disclosures about Market Risk

Item 12.

Description of Securities Other than Equity Securities

Item 13.

Defaults, Dividend Arrearages and Delinquencies

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

Item 15.

Controls and Procedures

Item 16.

[Reserved]

Item 16A.

Audit Committee Financial Expert

Item 16B.

Code of Ethics

Item 16C.

Principal Accountant Fees and Services

Item 16D.

Exemptions from the Listing Standards for Audit Committees

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Item 16F.

Change in Registrant’s Certifying Accountant

Item 16G.

Corporate Governance

•

As a foreign private issuer, we are not required to have an audit committee comprised of at least three members. Our audit committee is comprised of two members;

•

As a foreign private issuer, we are not required to adopt a formal written charter or board resolution addressing the nominations process. We do not have a nominations committee, nor have we adopted a board resolution addressing the nominations process;

•

As a foreign private issuer, we are not required to hold regularly scheduled board meetings at which only independent directors are present;

•

In lieu of obtaining shareholder approval prior to the issuance of designated securities, we will comply with provisions of the Marshall Islands Business Corporations Act, which allows the board of directors to approve share issuances;

•

As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to Nasdaq pursuant to Nasdaq corporate governance rules or Marshall Islands law. Consistent with Marshall Islands law and as provided in our bylaws, we will notify our shareholders of meetings between 15 and 60 days before the meeting. This notification will contain, among other things, information regarding business to be transacted at the meeting. In addition, our bylaws provide that shareholders must give us between 150 and 180 days advance notice to properly introduce any business at a meeting of shareholders.

Item 16H.

Mine Safety Disclosure

Item 16I.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 17.

Financial Statements

Item 18.

Financial Statements

Item 19.

Exhibits

Exhibit Number	Description
1.1	Amended and Restated Articles of Incorporation of the Company (1)
1.2	Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated June 8, 2016 (2)
1.3	Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated July 3, 2017 (3)
1.4	Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated July 26, 2017 (4)
1.5	Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated August 23, 2017 (5)
1.6	Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated September 22, 2017 (6)
1.7	Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated November 1, 2017 (7)
1.8	Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated February 25, 2019(8)
1.9	Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated October 30, 2020(9)
1.10	Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated November 15, 2022 **
1.11	Amended and Restated Bylaws of the Company (10)
2.1	Form of Common Share Certificate (11)
2.2	Statement of Designations of Rights, Preferences and Privileges of Series A Participating Preferred Stock of Performance Shipping Inc., dated August 2, 2010 (12)
2.3	Amended and Restated Certificate of Designation, Preferences and Rights of the Series B Convertible Cumulative Perpetual Preferred Stock of Performance Shipping Inc., dated January 12, 2022 (13)
2.4	Certificate of Designation of Series C Convertible Cumulative Redeemable Perpetual Preferred Shares dated October 17, 2022 (14)
2.5	Description of Securities**
4.1	Registration Rights Agreement dated April 6, 2010 (15)
4.2	Stockholders’ Rights Agreement dated December 20, 2021 (16)
4.3	Amended and Restated 2015 Equity Incentive Plan (17)
4.4	Administrative Services Agreement with UOT (18)
4.5	Form of Vessel Management Agreement with UOT (19)
4.6	Second Amendment and Restatement to Loan Agreement with Nordea Bank Abp, filial i Norge, dated March 20, 2020 (20)
4.7	First Supplemental Agreement to Secured Loan Facility Agreement dated July 24, 2019 (21)
4.8	$31.5 Million Piraeus Loan Facility (22)
4.9	Shipbuilding Contract dated March 7, 2023 among Nakaza Shipping Company Inc, China Shipbuilding Trading Company Limited and Shanghai Waigaoqiao Shipbuilding Company Limited**
4.10	Credit Facility dated March 2, 2022 between Mango Shipping Corp. and the Company (23)
4.11	Warrant Agency Agreement dated as of June 1, 2022 among the Company, Computershare Inc., and Computershare Trust Company, N.A. (24)
4.12	Form of Class A Common Share Purchase Warrant (25)
4.13	Loan Agreement dated June 30, 2022 between Arno Shipping Company Inc., as borrowers and Piraeus Bank S.A., as lender **
4.14	Form of Securities Purchase Agreement between the Company and the purchasers thereto (26)
4.15	Form of Common Share Purchase Warrant (27)
4.16	Form of Securities Purchase Agreement between the Company and the purchasers thereto (28)
4.17	Form of Common Share Purchase Warrant (29)
4.18	Stock Purchase Agreement dated October 17, 2022 between Mango Shipping Corp. and the Company (30)
4.19	Loan Agreement dated November 1, 2022 between Alpha Bank S.A. as lender and Garu Shipping Company Inc., as borrower **
4.20	Secured Loan Agreement dated November 25, 2022 between Toka Shipping Company Inc. and Bock Shipping Company Inc., as borrowers and Piraeus Bank S.A., as lender **

4.21	Loan Agreement dated December 7, 2022 between Alpha Bank S.A., as lender and Arbar Shipping Company Inc., as borrower **
4.22	Form of Securities Purchase Agreement dated as of February 28, 2023 between the Company and the purchasers thereto (31)
4.23	Form of Series A Common Share Purchase Warrant (32)
4.24	Form of Series B Common Share Purchase Warrant (33)
8.1	List of Subsidiaries**
12.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer**
12.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer**
13.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
13.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
15.1	Consent of independent registered public accounting firm**
15.2	Consent of Watson Farley & Williams LLP**
101	The following financial information from Performance Shipping Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022, formatted as Inline eXtensible Business Reporting Language (iXBRL): (1) Consolidated Balance Sheets as of December 31, 2022 and 2021; (2) Consolidated Statements of Operations for the years ended December 31, 2022, 2021, and 2020; (3) Consolidated Statements of Comprehensive Income / (Loss) for the years ended December 31, 2022, 2021, and 2020; (4) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022, 2021, and 2020; (5) Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021, and 2020; and (6) Notes to Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted as Inline eXtensible Business Reporting Language (iXBRL) and contained in Exhibit 101)

	PERFORMANCE SHIPPING INC.
	By:	/s/ Andreas Michalopoulos
		Andreas Michalopoulos
		Chief Executive Officer, Director and Secretary