Capital Stock and Changes in Capital Accounts |
11. Capital Stock and Changes in Capital Accounts : As of June 30, 2024, and December 31, 2023, the Company’s authorized preferred stock consists of 50,000,000 shares, respectively (all in registered form), par value $ 0.01 1,000,000 shares are designated as Series A Participating Preferred Shares, 5,000,000 shares are designated as Series B Preferred Shares, 10,675 shares are designated as Series C Preferred Shares and 400 shares are designated as Series D Preferred Shares. As of June 30, 2024 and December 31, 2023, the Company had zero Series A Participating Preferred Shares issued and outstanding. b) Series B Preferred Stock: As of June 30, 2024, and December 31, 2023, the Company had 2,600,000 Series B Preferred Shares issued and outstanding with par value $ 0.01 25.00 per share and with liquidation preference at $ 25.00 Holders of Series B Preferred Shares have no voting rights other than the ability, subject to certain exceptions, to elect one director if dividends for six quarterly dividend periods (whether or not consecutive) are in arrears and certain other limited protective voting rights. Also, holders of Series B Preferred Shares rank prior to the holders of common shares with respect to dividends, distributions and payments upon liquidation and are subordinated to all of the existing and future indebtedness. Dividends on the Series B Preferred Shares are cumulative from the date of original issue and are payable on the 15th day of January, April, July and October of each year at the dividend rate of 8.875 % 2.21875 per share per annum. For the six months ended June 30, 2024 and 2023, dividends on Series B Preferred Shares amounted to $ 2,884 2,884 , respectively. Since February 14, 2019, the Company may redeem, in whole or in part, the Series B Preferred Shares at a redemption 25.00 per share plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption, whether or not declared. c) Series C Preferred Stock : As of June 30, 2024, and December 31, 2023, the Company had 10,675 shares of Series C Preferred Stock, issued and outstanding, with par value $ 0.01 owned by an affiliate of its Chief Executive Officer, Mrs. Semiramis Paliou. The Series C Preferred Stock votes with the common shares of the Company, and each share entitles the holder thereof to 1,000 votes on all matters submitted to a vote of the shareholders of the Company. The Series C Preferred Stock has no dividend or liquidation rights and cannot be transferred without the consent of the Company except to the holder’s affiliates and immediate family members. d) Series D Preferred Stock : As of June 30, 2024, and December 31, 2023, the Company had 400 shares of Series D Preferred Stock, issued and outstanding, with par value $ 0.01 affiliate of its Chief Executive Officer, Mrs. Semiramis Paliou. The Series D Preferred Stock is not no dividend or liquidation rights. The Series D Preferred Stock vote with the common shares of the Company, and each share of the Series D Preferred Stock entitles the holder thereof to up to 200,000 votes, on all matters submitted to a vote of the stockholders of the Company, provided however, that, notwithstanding any other provision of the Series D Preferred Stock statement of designation, to the extent that the total number of votes one or more holders of Series D Preferred Stock is entitled to vote (including any voting power of such holders derived from Series D Preferred Stock, shares of Common Stock or any other voting security of the Company issued and outstanding as of the date hereof or that may be issued in the future) on any matter submitted to a vote of stockholders of the 36.0 % of the total number of votes eligible to be cast on such matter, the total number of votes that holders of Series D Preferred Stock may exercise derived from the Series D Preferred Stock together with Common Shares and any other voting securities of the Company
beneficially owned by such holder, shall be reduced to 36 % of the total number of votes that may be cast on such matter submitted to a vote of stockholders. e) Issuance of Common Shares: On January 30, 2023, the Company issued 2,033,613 3.84 , to Sea Trade upon exercise by Sea Trade of a warrant it held for the acquisition of a no t receive any proceeds from the exercise of the warrants by Sea Trade and the exercise price of the shares issued was included in the price of the vessels acquired. During the first half of 2024, the Company issued 9,723,506 common shares, having a value of $ 27,792 expenses, or $ 2.86 per share, upon the exercise of 6,321,891 warrants issued in 2023 and distributed as dividend, on December 14, 2023, to the Company’s shareholders. The Company received $ 14,681 proceeds, net of fees, from the exercise of the warrants. If all warrants were exercised as of June 30, 2024, the Company would have issued 35,434,896 shares with a fair value of $ 101,327 and would have received $ 90,452 of gross proceeds. The warrants were measured on the date of distribution at fair value, determined through level 1 account hierarchy, being the opening price of the warrants on the NYSE on the date of distribution as they are listed under the ticker DSX_W. As of June 30, 2024 and December 31, 2023, the warrant liability, measured at fair 9,286 6,332 , respectively. During the six months ended June 30, 2024, loss from warrants amounted to $ 6,773 and is separately presented in the 2024 consolidated statement of comprehensive income/(loss). f) Dividend on Common Stock: On March 12, 2024, the Company paid a cash dividend on its 0.075 8,989 to shareholders of record as of March 5, 2024. On June 18, 2024, the Company paid a cash dividend on its common stock of $ 0.075 9,379 shareholders of record as of June 12, 2024. 11,144,759 shares remained reserved for issuance according to the Company’s incentive plan. Restricted stock for the six months ended June 30, 2024 and 2023 is analyzed as follows:
Number of Shares Weighted Average Grant Date Price Outstanding as of December 31, 2022 7,866,589 $ 3.07 Granted 1,750,000 4.54 Vested (2,822,753) 3.05 Outstanding as of June 30, 2023 6,793,836 $ 3.45 Outstanding as of December 31, 2023 6,793,836 $ 3.45 Granted 2,300,000 2.96 Vested (2,996,334) 3.38 Outstanding as of June 30, 2024 6,097,502 $ 3.30
The fair value of the restricted shares has been determined with reference to the closing price of the Company’s stock on the date such awards were approved by the Company’s board of directors. The aggregate compensation cost is recognized ratably in the consolidated statement of income/(loss) over the respective vesting periods. For the six months ended June 30, 2024 and 2023, compensation cost amounted to $ 5,007 4,826 , respectively, and is included in general and administrative expenses in the accompanying unaudited interim consolidated statements of comprehensive income/(loss). As of June 30, 2024 and December 31, 2023, the total unrecognized cost relating to restricted share 16,679 14,880 , respectively. As of June 30, 2024, the weighted-average period over which the total compensation cost related to non-vested awards not yet recognized is expected to be recognized is 1.93
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