UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2024
CASTOR MARITIME INC.
(Translation of registrant’s name into English)
223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus
(Address of principal executive office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
The Reverse Stock Split
Pursuant to the Articles of Amendment, every 10 shares of
the Company’s issued and outstanding common shares were combined into one common share without any change to the par value per share, the
voting rights of the common shares, any shareholder’s ownership percentage (subject to the effects of rounding) or any other aspect of the common shares. This reduced the number of
the Company’s outstanding common shares from 96,623,876 shares to
9,662,384 shares. Shareholders who would have otherwise received a fraction of a common share of
the Company as a result of the reverse stock split received a cash payment in lieu thereof based on a value of $3.50 per post-split share. Following
completion of the reverse stock split, our Chairman, Chief Executive Officer and Chief Financial Officer,
Petros Panagiotidis, beneficially owns 11,240 common shares and 12,000 Series B Preferred Shares collectively representing 0.12% of the
Company’s total issued and outstanding share capital and 99.2% of the aggregate voting power of
the Company’s total issued and outstanding share capital as of
March 27, 2024.
The foregoing description does not purport to be complete and is qualified by reference to the Articles of Amendment, which are
incorporated by reference herein and which are attached to this report
on Form 6-K as
Exhibit 99.1.
Attached to this report on Form 6-K as
Exhibit 99.2 is a copy of the new form
of share certificate for
the Company’s common shares.
Update Regarding the ATM Program
As previously announced, Castor Maritime Inc. (the
“Company”) and Maxim Group LLC entered into an equity distribution agreement on
May 23, 2023 for an at-the-market offering (the
“ATM Program”) under
which
the Company may sell, with Maxim acting as sales agent over a minimum period of 12 months, common shares with an aggregate offering price of up to $30.0 million, subject to, as applicable, the offering limitations set forth in General
Instruction I.B.5 of Form F-3.
The aggregate market value of
the Company’s outstanding common shares held by non-affiliates on
February 29, 2024 was $58,186,763.45 based on 96,511,467 issued and outstanding common shares held by
non-affiliates and a per share price of $0.6029 based on the closing sale price of
the Company’s common shares on
January 5, 2024, as reported by the Nasdaq Capital Market, and as of the date of this Current Report remains under the $75 million
specified in General Instruction I.B.1 of Form F-3. The foregoing share and per share amounts have not been retroactively adjusted to reflect the reverse stock split described herein. Therefore, the aggregate market value of common shares that may
be sold by
the Company or on
the Company’s behalf (including under the ATM Program) pursuant to General Instruction I.B.5 of Form F-3 during the 12 calendar month period immediately prior to, and including, the date of any such sale may not exceed
one-third of the aggregate market value of common shares held by non-affiliates.
The Company has not offered any securities pursuant to General Instruction I.B.5 of Form F-3 during the prior 12 calendar month period.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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CASTOR MARITIME INC.
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By:
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Chairman, Chief Executive Officer and
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Chief Financial Officer
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