Globus Maritime Announces $5 Million Convertible Debt Private Placement
March 13 2019 - 4:05PM
Globus Maritime Limited ("Globus", or the “Company"), (NASDAQ:
GLBS), a dry bulk shipping company, announced today that on March
13, 2019 it signed a securities purchase agreement with a private
investor and agreed to issue, for gross proceeds of $5 million, a
senior convertible note (the “Note”) that is convertible into
shares of the Company’s common stock, par value $0.004 per share.
If not converted or redeemed beforehand pursuant to the terms of
the Note, the Note matures upon the anniversary of its issue. The
Note was issued, and the private placement closed, today.
Globus’s Chairman Mr. Georgios Feidakis stated:
“This infusion of capital strengthens the Company’s balance sheet.
We are pleased to again demonstrate investor confidence in the
Company.”
The Note provides for interest to accrue at 10%
annually, which interest shall be paid on the first anniversary of
the Note’s issuance unless the Note is converted or redeemed
pursuant to its terms beforehand. The interest may be paid in
common shares of the Company, if certain conditions described
within the Note are met. The following summaries of the conversion
and redemption provisions of the Note are qualified in their
entirety to the terms of the Note itself, which is attached as
Exhibit 10.3 to a Report on Form 6-K published by the Company
today:
- The Note may be converted, in whole
or in part, into the Company’s common stock at any time by its
holder, in which case all principal, interest, and other amounts
owed pursuant to the Note shall convert at a price per share which
differs based upon the performance of the Company’s stock price.
The price per share for conversion purposes shall be $4.50 (the
“Conversion Price”); but if after June 7, 2019, the Company’s
common stock trades below the Conversion Price, the price per share
for conversion purposes shall be the lowest of (a) the Conversion
Price and (b) the highest of (i) $2.25 (the “Floor Price”) and (ii)
87.5% of the average of the high and low bid price from any day
chosen by the holder during the ten (10) consecutive trading day
period ending on and including the trading day immediately prior to
the applicable conversion date (the “Alternate Conversion Price”)
regardless of the subsequent stock price.
- The Note may be redeemed, in whole
or in part, by request of its holder upon:
-
- (a) an Event of Default (as defined
within the Note), in exchange for the higher of (a) 120% of all
amounts owed under the Note, and (b) the value of the stock to
which the Note could be converted (as calculated within Section
4(b) of the Note);
-
- (b) a Change in Control (as defined
within the Note) of the Company, in exchange for the higher of (a)
120% of all amounts owed under the Note and (b) the value of the
stock to which the Note could be converted (as calculated within
Section 5(c) of the Note); or
-
- (c) a ten Trading Day period in
which the common shares trade below 120% of the Floor Price, in
exchange for 100% of all amounts owed under the Note.
- The Note may be redeemed, in whole
or in part, at any time by the Company. If the Company elects to
redeem the Note, the Company shall immediately be obligated to pay
the holder the greater of (a) 120% of all amounts owed under the
Note and (b) the value of the stock to which the Note could be
converted (as calculated within Section 8(a) of the Note). If the
Company elects to redeem the Note, the Company (as a procedural
matter) must first provide the holder notice, which could allow the
holder to convert prior to payment by the Company of the redemption
amount.
- If any portion of the Note is not
redeemed or converted prior to its maturity date, on the maturity
date, the Company shall pay all outstanding principal in cash and
may elect whether to pay the interest (and any other amounts owed)
in cash or shares of the Company’s common stock. If interest is
paid in common stock, the Alternate Conversion Price per share
shall apply.
The Note includes anti-dilution protections to
its holder, which could cause the Conversion Price and Floor Price
to be adjusted (upwards or downwards) proportionately upon a stock
split. The Note further allows the Company, with the holder’s
consent, to reduce the Floor Price or the then current conversion
price, as to any amount and for any period of time deemed
appropriate by the Company’s board of directors, but to a price no
less than $1.00 per share. The Company further entered into a
registration rights agreement (the “Registration Rights Agreement”)
in which it agreed to register the resale of the common shares
issuable upon conversion of the Note. The Registration Rights
Agreement includes liquidated damages provisions applicable if the
Company fails to meet its obligations.
The full conversion of the Note would dilute the
ownership percentage of the Company held by existing stockholders
and could hurt the Company’s stock price.
Under the terms of the Note, the Company may not
issue shares to the extent such issuance would cause the Holder,
together with its affiliates and attribution parties, to
beneficially own a number of common shares which would exceed 4.99%
(which may be increased upon no less than 61 days’ notice, but not
to exceed 9.99%) of our then outstanding common shares immediately
following such issuance, excluding for purposes of such
determination common shares issuable upon subsequent conversion of
principal or interest on the Note. This provision does not limit a
Holder from acquiring up to 4.99% of our common shares, selling all
of their common shares, and re-acquiring up to 4.99% of our common
shares.
The Company intends to use the proceeds from the
sale of the Note for general corporate purposes and working capital
including repayment of $1.5 million of debt. The Company does not
presently intend to use any of the proceeds for affiliated persons,
but it may do so in the future.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy the securities
described herein, nor shall there be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. The securities
offered have not been registered under the U.S. Securities Act of
1933, as amended, or any other securities laws and may not be
offered or sold in the United States or to a U.S. person absent
registration or an applicable exemption from registration
requirements.
About Globus Maritime
Limited
Globus is an integrated dry bulk shipping
company that provides marine transportation services worldwide and
presently owns, operates and manages a fleet of dry bulk vessels
that transport iron ore, coal, grain, steel products, cement,
alumina and other dry bulk cargoes internationally. Globus’
subsidiaries own and operate five vessels with a total carrying
capacity of 300,571 DWT and a weighted average age of 10.8 years as
of December 31, 2018.
Safe Harbor Statement
This communication contains “forward-looking
statements” (as defined in Section 21E of the Securities Exchange
Act of 1934, as amended). Forward-looking statements provide the
Company’s current expectations or forecasts of future events.
Forward-looking statements include statements about the Company’s
expectations, beliefs, plans, objectives, intentions, assumptions
and other statements that are not historical facts or that are not
present facts or conditions. Words or phrases such as “anticipate,”
“believe,” “continue,” “estimate,” “expect,” “intend,” “may,”
“ongoing,” “plan,” “potential,” “predict,” “project,” “will” or
similar words or phrases, or the negatives of those words or
phrases, may identify forward-looking statements, but the absence
of these words does not necessarily mean that a statement is not
forward-looking. Forward-looking statements are subject to
known and unknown risks and uncertainties and are based on
potentially inaccurate assumptions that could cause actual results
to differ materially from those expected or implied by the
forward-looking statements. The Company’s actual results could
differ materially from those anticipated in forward-looking
statements for many reasons specifically as described in the
Company’s filings with the Securities and Exchange Commission.
Accordingly, you should not unduly rely on these forward-looking
statements, which speak only as of the date of this communication.
Globus undertakes no obligation to publicly revise any
forward-looking statement to reflect circumstances or events after
the date of this communication or to reflect the occurrence of
unanticipated events. You should, however, review the factors and
risks Globus describes in the reports it will file from time to
time with the Securities and Exchange Commission after the date of
this communication.
For further information please
contact:
Globus Maritime
Limited |
|
+30 210 960 8300
|
Athanasios Feidakis,
CEO, CFO |
|
a.g.feidakis@globusmaritime.gr |
|
|
|
Capital Link – New
York |
|
+1 212 661 7566
|
Nicolas Bornozis
|
|
globus@capitallink.com |
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