Sec Form 13D Filing - Tsantanis Stamatios filing for UNITED MARITIME CORP COM (USEA) - 2023-01-06

On December 28, 2022 and October 14, 2022, 300,000 shares of Common Stock and 400,000 shares, respectively, of Common Stock were issued pursuant to the Issuer’s 2022 Equity Incentive Plan to the Reporting Person in his capacity as the Issuer’s Chairman and Chief Executive Officer.

The Reporting Person received 14,830 shares of Common Stock in the distribution of the Issuer’s Common Stock in connection with its spin-off from Seanergy Maritime Holdings Corp.

Additionally, the Reporting Person has purchased shares of Common Stock on the open market.  The source of funds for such open-market purchases was the personal funds of the Reporting Person.

The information set forth in Item 3 above is hereby incorporated herein by reference.

The Reporting Person intends to review his investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Issuer’s Board of Directors, price levels of the Issuer’s securities, other investment opportunities available to the Reporting Person, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may include: (i) acquiring additional shares of Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

Except as set forth herein, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

As described herein, the Reporting Person has been, and is expected in the future to be, granted shares of Common Stock in accordance with the Issuer’s 2022 Equity Incentive Plan and pursuant to a Restricted Stock Award Agreement entered into between the Reporting Person and the Issuer, containing customary restrictions on transfer prior to the vesting of such shares. Pursuant to the Restricted Stock Award Agreements entered into between the Issuer and the Reporting Person, 133,334 shares of Common Stock vested on October 14, 2022, 100,000 shares of Common Stock vested on December 28, 2022, 133,333 shares of Common Stock vest on January 5, 2023, 233,333 shares of Common Stock vest on June 5, 2023, and 100,000 shares of Common Stock vest on October 5, 2023.

Additionally, the Reporting Person holds 40,000 of the Issuer’s Series B Preferred Shares. The following description of the characteristics of the Series B Preferred Shares is a summary and does not purport to be complete and is qualified by reference to the Statement of Designation which is filed as an exhibit hereto and is incorporated herein by reference.

Voting. To the fullest extent permitted by law, each Series B preferred share entitles the holder hereof to 25,000 votes per share on all matters submitted to a vote of the shareholders of the Company, provided however, that no holder of Series B Preferred Shares may exercise voting rights pursuant to Series B Preferred Shares that would result in the aggregate voting power of any beneficial owner of such shares and its affiliates (whether pursuant to ownership of Series B Preferred Shares, common shares or otherwise) to exceed 49.99% of the total number of votes eligible to be cast on any matter submitted to a vote of shareholders of the Company. To the fullest extent permitted by law, the holder of Series B Preferred Shares shall have no special voting or consent rights and shall vote together as one class with the holders of the common shares on all matters put before the shareholders.

Conversion. The Series B Preferred Shares are not convertible into common shares or any other security.

Redemption. The Series B Preferred Shares are not redeemable.

Dividends. The Series B Preferred Shares have no dividend rights.

Transferability. All issued and outstanding Series B Preferred Shares must be held of record by one holder, and the Series B Preferred Shares shall not be transferred or sold without the prior approval of our board of directors.

Liquidation Preference. Upon any liquidation, dissolution or winding up of the Company, the Series B Preferred Shares will rank pari-passu with the common shareholders and shall be entitled to receive a payment equal to $0.0001 per share. The Series B preferred holder has no other rights to distributions upon any liquidation, dissolution or winding up of the Company.