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 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of January 2016
Commission
File Number: 000-51672
FREESEAS
INC.
(Name
of Registrant)
10,
Eleftheriou Venizelou Street (Panepistimiou Ave.), 106 71, Athens, Greece
(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 ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On
January 8, 2016, FreeSeas Inc. (the “Company”) filed an amendment to its Amended and Restated Articles of Incorporation
to effectuate a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per
share. A copy of the amendment is attached hereto as Exhibit 3.01.
As
previously disclosed on a Form 6-K filed on December 29, 2015, on December 28, 2015, the shareholders of the Company authorized
the Board to effect one or more reverse splits of the Company’s issued and outstanding common stock at a ratio within the
range from 1-for-2 up to 1-for-60, at any time prior to December 28, 2016, at the discretion of the Company’s Board of Directors.
On
January 4, 2016, the Company’s Board of Directors authorized a reverse stock split at a ratio of 1-for-60, which will be
effective at 12:01 a.m. New York time (5:01 p.m. Marshall Islands time) on January 15, 2016. As a result of the reverse stock
split, every 60 shares of the Company’s pre-reverse split common stock will be combined and reclassified into one share
of the Company’s common stock. No fractional shares of common stock will be issued as a result of the reverse stock split.
Stockholders who otherwise would be entitled to a fractional share shall receive the next higher number of whole shares.
The
par value and other terms of Company’s common stock were not affected by the reverse stock split. The Company’s post-reverse
split common shares have a new CUSIP number, Y26496219. The Company’s transfer agent, American Stock Transfer & Trust
Company, LLC is acting as exchange agent for the reverse stock split and will send instructions to shareholders of record regarding
the exchange of certificates for common stock.
On
January 14, 2016, the Company issued the press release relating to the reverse stock split. A copy of the press release that discusses
these matters is filed as Exhibit 99.01 to, and incorporated by reference in, this report.
The
following exhibits are filed herewith:
Exhibit
Number | |
Description |
3.01 | |
Certificate of Amendment to the Amended and Restated Articles of Incorporation, as filed with the Registrar of Corporations of the Marshall Islands on January 8, 2016. |
99.01 | |
Press Release, issued by FreeSeas Inc. on January 14, 2016 |
SIGNATURE
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.
|
FREESEAS
INC. |
|
|
|
Date: January
14, 2016 |
By: |
/s/
DIMITRIS PAPADOPOULOS |
|
|
Dimitris
Papadopoulos |
|
|
Chief
Financial Officer |
3
Exhibit 3.01
Exhibit 99.01
FreeSeas Announces Reverse Split of Common
Stock
Athens, Greece, January 14, 2016 -- FreeSeas
Inc. (Nasdaq: FREE) (“FreeSeas” or the “Company”), a transporter of dry-bulk cargoes through the ownership
and operation of a fleet of Handysize vessels and an owner of a controlling stake in a company commercially operating tankers,
announced today that the Company’s Amended and Restated Articles of Incorporation are being amended to effect a reverse stock
split of the Company’s issued and outstanding common stock at a ratio of one new share for every 60 shares currently outstanding.
The Company anticipates that its common stock
will begin trading on a split-adjusted basis when the market opens on January 15, 2016. FreeSeas’ common stock will continue
to trade under the symbol "FREE." The common shares will also trade under a new CUSIP number Y26496 219.
The reverse stock split will consolidate 60
shares of common stock into one share of common stock at a par value of $.001 per share. The reverse stock split will not affect
any shareholder’s ownership percentage of FreeSeas’ common shares, except to the limited extent that the reverse stock
split would result in any shareholder owning a fractional share. Fractional shares of common stock will be rounded up to the nearest
whole share.
After the reverse stock split takes effect,
shareholders holding physical share certificates will receive instructions from American Stock Transfer and Trust Company LLC,
the Company's exchange agent, regarding the process for exchanging their shares.
About FreeSeas Inc.
FreeSeas Inc. is a Marshall Islands corporation
with principal offices in Athens, Greece. FreeSeas is engaged in the transportation of drybulk cargoes through the ownership and
operation of drybulk carriers and also is an owner of a controlling stake in a company commercially operating tankers. Currently,
it has a fleet of Handysize vessels. FreeSeas' common stock trades on the Nasdaq Capital Market under the symbol FREE. Risks and
uncertainties are described in reports filed by FreeSeas Inc. with the SEC, which can be obtained free of charge on the SEC's
website at http://www.sec.gov. For more information about FreeSeas Inc., please visit the corporate website, www.freeseas.gr.
Forward-Looking Statements
This press release contains forward-looking
statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended) concerning future events and the Company's growth strategy and measures to implement such strategy. Words
such as ''expects,'' ''intends,'' ''plans,'' ''believes,'' ''anticipates,'' ''hopes,'' ''estimates,'' and variations of such words
and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be
correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates, which are inherently
subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may
differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to
differ materially include, but are not limited to, changes in the demand for dry bulk vessels; competitive factors in the market
in which the Company operates; risks associated with operations outside the United States; and other factors listed from time to
time in the Company's filings with the Securities and Exchange Commission. The Company expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's
expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contact Information:
At the Company
FreeSeas Inc.
Dimitris Papadopoulos, Chief Financial Officer
011-30-210-45-28-770
Fax: 011-30-210-429-10-10
dp@freeseas.gr
www.freeseas.gr
FreeSeas (CE) (USOTC:FREEF)
過去 株価チャート
から 8 2024 まで 9 2024
FreeSeas (CE) (USOTC:FREEF)
過去 株価チャート
から 9 2023 まで 9 2024