This Report on Form
6-K
is hereby incorporated by
reference into the Navios Maritime Acquisition Corporation Registration Statements on Form
F-3,
File Nos.
333-170896
and
333-214739.
Special Meeting of Stockholders
On November 9, 2018, Navios Maritime Acquisition Corporation (the Company) announced that, at the 2018 Special Meeting of
Stockholders (the Special Meeting) held on November 9, 2018, the Companys stockholders approved an amendment to the Companys Amended and Restated Articles of Incorporation to effect a reverse stock split of the
Companys common stock, par value $0.0001. The proposal is described in detail in the Companys proxy statement, which was filed as an attachment to the Report of Foreign Private Issuer on Form
6-K,
filed on October 19, 2018. A copy of the press release is attached as Exhibit 99.1 to this Report and is incorporated herein by reference.
Reverse Stock Split
On November 12,
2018, the Company filed an amendment to its Amended and Restated Articles of Incorporation to effectuate the
one-for-fifteen
reverse stock split of the Companys
issued and outstanding shares of common stock, as approved by the stockholders at the Special Meeting, as described above. A copy of the amendment is attached as Exhibit 1.1 to this Report and is incorporated herein by reference.
The reverse stock split became effective at 12:01 a.m. New York City time on November 14, 2018 (the Effective Date), and the
Companys common stock began trading on a post-split basis on the New York Stock Exchange on the Effective Date, under its existing trading symbol NNA. The new CUSIP number for the Companys common stock following the reverse
stock split is Y62159 143.
Upon effectiveness of the reverse stock split, every 15 shares of the Companys issued and outstanding
pre-reverse
split common stock were combined and reclassified into one share of the Companys common stock. As of the date hereof, approximately 9,525,776 shares of common stock are issued and outstanding on a
post-split basis.
No fractional shares of common stock will be issued in connection with of the reverse stock split. Stockholders who
would otherwise hold a fractional share will receive a cash payment in lieu thereof.
The number of authorized shares and other terms of
the Companys common stock were not affected by the reverse stock split. The Companys transfer agent, Continental Stock Transfer & Trust Company, is acting as its exchange agent and will send instructions to stockholders of
record holding shares in certificate form regarding the exchange of such certificates for a new certificate representing the shares of common stock resulting from the reverse stock split. Stockholders with shares held in book-entry form or through a
bank, broker or other nominee are not required to take any action and will see the impact of the reverse stock split reflected in their accounts on or after the Effective Date. Such beneficial holders may contact their bank, broker or nominee for
more information.
Additional information about the reverse stock split can be found in the Companys proxy statement, which was
filed as an attachment to the Report of Foreign Private Issuer on Form
6-K,
filed on October 19, 2018.