Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Performance Shipping Inc.
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(Name of Issuer)
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Common Shares, par value US$0.01 per share
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(Title of Class of Securities)
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Y67305154
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(CUSIP Number)
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Attn: Mr. Andreas Michalopoulos
373 Syngrou Avenue, 175 64 Palaio Faliro
Athens, Greece
+30-216-600-2400
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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February 17, 2023
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e),
240.13d‑1(f) or 240.13d-1(g), check the following box ☐.
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CUSIP No.
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Y67305154
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1
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NAMES OF REPORTING PERSONS
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Mango Shipping Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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The Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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24,329,392
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9
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SOLE DISPOSITIVE POWER
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| 0 |
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10
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SHARED DISPOSITIVE POWER
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| 24,329,392 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 24,329,392 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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67.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No.
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Y67305154
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1
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NAMES OF REPORTING PERSONS
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Aliki Paliou
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Greece
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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24,329,392
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9
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SOLE DISPOSITIVE POWER
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| 0 |
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10
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SHARED DISPOSITIVE POWER
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| 24,329,392 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 24,329,392 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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67.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No.
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Y67305154
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| Item 1. |
Security and Issuer.
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This Schedule 13D relates to the common stock, par value $0.01 per share (the "Common Shares"), of Performance Shipping Inc., a
corporation formed under the laws of the Republic of the Marshall Islands (the "Issuer"), having its principal executive offices at 373 Syngrou Avenue, 175 64 Palaio Faliro, Athens, Greece
| Item 2. |
Identity and Background.
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This Schedule 13D is being filed on behalf of the following:
Mango Shipping Corp., a corporation formed under the laws of the Republic of the Marshall Islands (“Mango Shipping”);
and
Aliki Paliou (“Ms. Paliou”, and together with Mango Shipping, the “Reporting Persons”). Ms. Paliou is
the sole shareholder of Mango Shipping.
The Reporting Persons may be deemed the beneficial owners of approximately 67.0% of the Issuer's outstanding Common Shares. The principal business address and principal office
address of each of the Reporting Persons is 373 Syngrou Avenue, 175 64 Palaio Faliro, Athens, Greece.
Ms. Paliou is a director of the Issuer. The principal business of Mango Shipping is holding shares and/or other securities, directly or indirectly, in certain companies operating in
the shipping industry. Ms. Paliou and Mr. Konstantinos Michalopoulos are the directors of Mango Shipping.
The Reporting Persons have not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
| Item 3. |
Source and Amount of Funds or Other Consideration.
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Mango Shipping may be deemed to beneficially own 24,329,392 Common Shares issuable upon conversion of shares of Series
C Convertible Cumulative Perpetual Preferred Stock (the “Series C Preferred Shares”) held by Mango Shipping, which are convertible into Common Shares beginning on April 18, 2023. 1,314,792 Series C Preferred Shares were issued to Mango Shipping
pursuant to a Stock Purchase Agreement dated October 17, 2022 between the Issuer and Mango Shipping in exchange for (i) all 657,396 Series B Convertible Cumulative Perpetual Preferred Shares (“Series B
Preferred Shares”) held by Mango Shipping, and (ii) the agreement by Mango Shipping to apply $4.93 million (an amount equal to the aggregate cash conversion price payable upon conversion of such Series B Preferred Shares into Series C Preferred
Shares pursuant to their terms) as a prepayment by the Issuer of an unsecured credit facility agreement dated March 2, 2022 and made between the Issuer as borrower and Mango Shipping as lender, maturing in March 2023 and bearing interest at 9.0%
per annum.
| Item 4. |
Purpose of Transaction.
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Ms. Paliou, a director of the Issuer, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
The Reporting Persons acquired the Common Shares, as described herein, solely for investment purposes.
Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Common Shares at prices that would make the
purchase of additional Common Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Common Shares on the open market or in private transactions or otherwise, on
such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as
set forth herein or such as would occur upon completion of any of the actions discussed above.
| Item 5. |
Interest in Securities of the Issuer.
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| (a, b) |
As of April 19, 2023, based on information received from the Issuer, the Issuer had 11,969,501 Common Shares
outstanding. Based on the foregoing, as of the date of this filing:
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As of April 19, 2023, the Reporting Persons may be deemed to beneficially own the Common Shares issuable upon conversion of 1,314,792 Series C Preferred Shares
held directly by Mango Shipping, which are convertible into Common Shares beginning on April 18, 2023. The Series C Preferred Shares are convertible at a rate equal to the Series C Liquidation Preference of $25.00 per Series C Preferred Share,
plus the amount of any accrued and unpaid dividends thereon to and including the date of conversion, divided by a conversion price of $1.3576 per Common Share. The Reporting Persons may be deemed the beneficial owners of 24,329,392 Common Shares issuable upon conversion of the Series C Preferred Shares held by Mango Shipping, representing approximately 67.0% of the Issuer’s outstanding Common Shares,
with the shared power to vote and dispose of these Common Shares.
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No transactions in the Common Shares were effected by the Reporting Persons during the past 60 days.
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| (d) |
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Shares beneficially owned
by the Reporting Persons.
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| (e) |
Not applicable.
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| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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The description of the Stock Purchase Agreement dated October 17, 2022 between the Issuer and Mango Shipping set forth
in Item 3 of this Schedule 13D is incorporated herein by reference.
Description of the Series C Convertible Cumulative Redeemable Perpetual Preferred Stock
On October 17, 2022 (the “Original Issuance Date”), the Issuer filed a Certificate of Designation (the “Series C Certificate of Designation”) with the Registrar
of Corporations of the Republic of the Marshall Islands pursuant to which the Issuer established the Series C Preferred Shares. The authorized number of Series C Preferred Shares is 1,587,314, of which 1,485,862 Series C Preferred Shares are
issued and outstanding as of the date hereof.
The following description of the terms of the Series C Preferred Shares is a summary and does not purport to be complete and is qualified by reference to the
Series C Certificate of Designation filed as an exhibit hereto and incorporated herein by reference.
Voting. Each holder of Series C Preferred Shares is entitled to a number of votes equal to the
number of Common Shares into which such holder’s Series C Preferred Shares would then be convertible (notwithstanding the requirement that the Series C Preferred Shares are convertible only after six months following the Original Issuance Date),
multiplied by 10. Except as set forth in the Series C Certificate of Designation with respect to certain matters requiring the majority vote of the Series C Preferred Shares or as required by law, the holders of Series C Preferred Shares shall
vote together as one class with the holders of Common Shares on all matters submitted to a vote of the Issuer’s shareholders.
Redemption. The Series C Preferred Shares are redeemable.
The Issuer has the right at any time, on or after the date that is the date immediately followin
g the 15-month anniversary of the Original Issuance Date, to redeem, at its option, in whole or in part, the Series C Preferred Shares, provided that
on the date of any Series C redemption notice, except with respect to any redemption for cash, less than 25% of the authorized number of Series C Preferred Shares are outstanding. The redemption price per Series C Preferred Shares shall be equal
to $25.00 plus any accumulated and unpaid dividends thereon to and including the date of redemption, payable in cash or, at the Issuer’s election, Common Shares valued at the volume-weighted average price of the Common Shares for the 10 trading
days prior to the date of redemption. The Issuer may undertake multiple partial redemptions. The Series B Preferred Shares are not subject to mandatory redemption or to any sinking fund requirements.
Liquidation Preference. Upon any liquidation, dissolution
or winding up of the Issuer, either voluntary or involuntary, the Series C Preferred Shares will rank (i) senior to (a) common shares and (b) all Junior Securities (as such terms is defined in the Series C Certificate of Designation), (ii) pari
passu with the Parity Securities (as such term is defined in the Series C Certificate of Designation), including the Series B Preferred Shares, and (iii) junior to Senior Securities (as such term is defined in the Series C Certificate of
Designation). The Series C Preferred Shares shall be entitled to receive a payment equal to $25, plus the amount of any accumulated and unpaid dividends thereon (whether or not such dividends shall have been declared) per Series C Preferred
Share, in cash, concurrently with any distribution made to the holders of parity securities and before ay distribution shall be made to the holders of common shares or any other junior securities. The Series C Preferred Shares holder has no other
rights to distributions upon any liquidation, dissolution or winding up of the Issuer.
Conversion. The Series C Preferred Shares are convertible
into common shares (i) at the option of the holder: in whole or in part, at a rate equal to the Series C liquidation preference, plus the amount of any accrued and unpaid dividends thereon to and
including the date of conversion, divided by a conversion price of $1.3576 per common share, subject to adjustment from time to time, or (ii) mandatorily: on any date within the Series C Conversion Period
on which less than 25% of the authorized number of Series C Preferred Shares are outstanding and the volume-weighted average price of the common shares for the 10 trading days preceding such date exceeds 130% of the conversion price in effect on
such date, the Issuer may elect that all or a portion of the outstanding Series C Preferred Shares shall mandatorily convert into common shares at a rate equal to the Series C liquidation preference, plus the amount of any accrued and unpaid
dividends thereon to and including such date, divided by the conversion price. The conversion price is subject to adjustment for any stock splits, reverse stock splits or stock dividends, and shall also be adjusted to the lowest price of
issuance of common shares by the Issuer for any registered offering following the Original Issuance Date, provided that such adjusted conversion price shall not be less than $0.50. Any common shares issued upon conversion of the Series C
Preferred Shares will be exempt from registration pursuant to Section 3(a)(9) of the Securities Act.
Dividends. Dividends on each Series C Preferred Share
shall be cumulative and shall accrue at a rate equal to 5.00% per annum of the liquidation preference per Series C Preferred Share from the dividend payment date immediately preceding issuance. When and if declared, the dividend payment dates
for the Series C Preferred Shares shall be each June 15, September 15, December 15 and March 15. At the Issuer’s option, such dividends may be paid in Common Shares of the Issuer valued at the volume-weighted average price of the common shares
for the 10 trading days prior to the Dividend Payment Date.
Listing. Currently, no market exists for the Series C Preferred Shares, and the Issuer does not
intend to apply to list the Series C Preferred Shares on any stock exchange or in any trading market.
| Item 7. |
Material to be Filed as Exhibits.
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Exhibit A – Joint Filing Agreement
Exhibit B – Stock Purchase Agreement, by and between Issuer and Mango Shipping, dated October 17, 2022 (incorporated
herein by reference to Exhibit 99.3 to the Issuer’s report on Form 6-K, filed with the Commission on October 21, 2022.).
Exhibit C – Certificate of Designation of Series C Preferred Shares dated October 17, 2022 (incorporated herein by reference to Exhibit 99.2 to the Issuer’s report on Form 6-K,
filed with the Commission on October 21, 2022.)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 21, 2023
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MANGO SHIPPING CORP.*
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By:
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/s/ Aliki Paliou
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Name: Aliki Paliou
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Title: Authorized Representative
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ALIKI PALIOU*
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By:
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/s/ Aliki Paliou
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* The Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).