Report of Foreign Issuer (6-k)
December 19 2017 - 9:01AM
Edgar (US Regulatory)
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 December 2017
Commission
File Number: 333-191564
BOSTON
CARRIERS, INC.
(Name
of Registrant)
18
Poseidonos Avenue, Athens 17674 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 [X] 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): [ ]
Copies
to:
Marc
J. Ross, Esq.
Sichenzia
Ross Ference Kesner LLP
1185
Avenue of the Americas, 37
th
Floor
New
York, New York 10036
Telephone:
(212) 930-9700
BOSTON CARRIERS, INC.
As
previously disclosed, on June 9, 2016, Boston Carriers, Inc. (the “Company”) issued to YP Holdings, LLC (“YP”)
a $3,000,000 promissory note (the “Old Note”). On December 18, 2017, (the “Closing Date”), YP and Yaniv
Equity LP (“Yaniv”) entered into an Assignment and Assumption Agreement (the “Assignment Agreement”), pursuant
to which YP assigned to Yaniv, and Yaniv assumed, $750,000 of the principal of the Old Note.
On the same date, the Company
and Yaniv entered into an exchange agreement (the “Exchange Agreement”), pursuant to which the Company and Yaniv exchanged
the Old Note for a new convertible promissory note in the principal amount of $750,000 (the “Exchange Note”).
The Exchange Note is convertible,
at the option of the holder, into shares of the Company’s common stock, par value $0.0001 per share, at a per share price
equal to the result of dividing such principal and accrued and unpaid interest thereon by the lesser of: (i) the lowest VWAP of
the Common Stock, discounted at a rate of 25%, for the ten trading days prior to but not including the date upon which the Holder
delivers the Notice of Conversion, and (ii) $0.03 per share, subject to adjustment as provided in the Exchange Note, and subject
to a total beneficial ownership limitation of 4.99% of the Company’s issued and outstanding common stock. The Exchange Note
bears interest at the rate of 15% per year. The Exchange Note has a maturity date (the “Maturity Date”) that is one
year from the Closing Date. The Maturity Date may be accelerated, at the option of the holder, upon the occurrence of an Event
of Default (as defined in the Exchange Note). After the occurrence of any Event of Default that has not been cured that results
in the eventual acceleration of the Exchange Note, the interest rate shall accrue at an additional interest rate equal to the lesser
of 2% per month (24% per year) or the maximum rate permitted under applicable law.
The foregoing are only brief
descriptions of the material terms of the Assignment Agreement, Exchange Agreement and Exchange Note, which are attached hereto
as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein by reference. The foregoing does not purport to be
a complete description of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety
by reference to such exhibits.
The
Company also reported that, effective August 31, 2017, Fred Pier resigned as a member of the Board of Directors of the Company.
This report on Form 6-K (including
the exhibits hereto) shall not be deemed “filed” for the purposes of the Securities Exchange Act of 1934, as amended,
and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such filing.
The Company files reports on
Form 6-K with the US Securities and Exchange Commission (SEC) pursuant to the requirements of the Securities Exchange Act of 1934,
as amended. The SEC reports of the Company are available to the public over the internet at the SEC’s website at www.sec.gov
and from the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 (telephone 1-800-SEC-0330).
EXHIBITS
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.
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BOSTON CARRIERS, INC.
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Date: December
19, 2017
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By:
/s/ ANTONIOS BERTSOS
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Antonios Bertsos
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Chief
Executive Officer
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