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 June 2021
Commission File Number: 001-34985
Globus
Maritime Limited
(Translation of registrant’s name into English)
128
Vouliagmenis Avenue, 3rd Floor, Glyfada, Attica, Greece, 166 74
(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): ¨
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached
annual report to security holders.
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): ¨
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other
document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant
is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home
country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release,
is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has
already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K
REPORT
On June 25, 2021, Globus
Maritime Limited (the “Company” or “we” or “our”) entered into a securities purchase agreement with
certain unaffiliated institutional investors to issue in a registered direct offering (the “Offering”) (a) 8,900,000
of its common shares, par value $0.004 per share (the “Common Shares”), (b) pre-funded warrants to purchase 1,100,000
common shares (“Pre-Funded Warrants”), and (c) common share purchase warrants (“Purchase Warrants”) to purchase
10,000,000 common shares with an exercise price of $5.00 per share, for a purchase price of $5.00 per common share and accompanying Purchase
Warrant (or $4.99 per Pre-Funded Warrant and accompanying Purchase Warrant).
The following summary of certain
terms and provisions of the Purchase Warrants, and is not complete and is subject to, and qualified in its entirety by the provisions
of the form of Purchase Warrant.
Exercisability.
The Purchase Warrants will have a term of 5.5 years. The Purchase Warrants will be exercisable, at the option of each holder, in whole
or in part by delivering to us a duly executed exercise notice with payment in full in immediately available funds for the number of common
shares purchased upon such exercise. If a registration statement registering the issuance of the Common Shares underlying the Purchase
Warrants under the Securities Act of 1933 is not effective or available, the holder may, in its sole discretion, elect to exercise the
Purchase Warrants through a cashless exercise, in which case the holder would receive upon such exercise the net number of common shares
determined according to the formula set forth in the Purchase Warrants. If we do not issue the shares in a timely fashion, the Purchase
Warrants contain certain damages provisions. No fractional common shares will be issued in connection with the exercise of a Purchase
Warrant.
Exercise
Limitation. A holder will not have the right to exercise any portion of the Purchase Warrants if the holder (together with
its affiliates) would beneficially own in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of our Common Shares
outstanding immediately after giving effect to the exercise, as such percentage of beneficial ownership is determined in accordance with
the terms of the Purchase Warrants. However, any holder may increase or decrease such percentage, but not in excess of 9.99%, provided
that any increase will not be effective until the 61st day after such election.
Exercise
Price. The exercise price per whole common share purchasable upon exercise of the Purchase Warrants is $5.00 per share.
The exercise price of the Purchase Warrants and number of common shares issuable upon exercise of the Purchase Warrants is subject to
appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications
or similar events affecting our common shares. The exercise price of the Purchase Warrants is also subject to adjustment upon any distributions
of assets, including cash, stock or other property to our shareholders. The holders of Purchase
Warrants also will have the right to participate on an as-exercised basis in certain rights
offerings to our common shareholders. The exercise price may also be reduced to any amount and for any period of time deemed appropriate
at the sole discretion of our board of directors.
Exchange
Listing. There is no established trading market for the Purchase Warrants and we do not expect a market to develop. In addition,
we do not intend to apply for the listing of the Purchase Warrants on any national securities exchange or other trading market.
Fundamental
Transactions. If a fundamental transaction occurs, then the successor entity will succeed to, and be substituted for us, and
may exercise every right and power that we may exercise and will assume all of our obligations under the Purchase Warrants with the same
effect as if such successor entity had been named in the Purchase Warrant itself. If holders of our common shares are given a choice as
to the securities, cash or property to be received in a fundamental transaction, then the holder shall be given the same choice as to
the consideration it receives upon any exercise of the Purchase Warrants following such fundamental transaction. In addition, we or the
successor entity, at the request of Purchase Warrant holders, will be obligated to purchase any unexercised portion of the Purchase Warrants
in accordance with the terms of such Purchase Warrants.
Rights
as a Shareholder. Except as otherwise provided in the Purchase Warrants or by virtue of such holder’s ownership of our
common shares, the holder of Purchase Warrants will not have the rights or privileges of a holder of our common shares, including any
voting rights, until the holder exercises the Purchase Warrants.
Transferability. Subject
to applicable laws, the Purchase Warrants may be offered for sale, sold, transferred or assigned without our consent.
Governing
Law. The Purchase Warrants are governed by New York law.
The following summary of certain
terms and provisions of the Pre-Funded Warrants is not complete and is subject to, and qualified in its entirety by the provisions of
the form of Pre-Funded Warrant.
Exercisability.
The Pre-Funded Warrants are exercisable at any time after their original issuance until exercised in full. The Pre-Funded Warrants will
be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice with payment in
full in immediately available funds for the number of common shares purchased upon such exercise. If a registration statement registering
the issuance of the common shares underlying the Pre-Funded Warrants under the Securities Act of 1933 is not effective or available, the
holder may, in its sole discretion, elect to exercise the Pre-Funded Warrant through a cashless exercise, in which case the holder would
receive upon such exercise the net number of common shares determined according to the formula set forth in the Pre-Funded Warrant. If
we do not issue the shares in a timely fashion, the Pre-Funded Warrant contains certain damages provisions. No fractional common shares
will be issued in connection with the exercise of a Pre-Funded Warrant.
Exercise
Limitation. A holder will not have the right to exercise any portion of the Pre-Funded Warrants if the holder (together with
its affiliates) would beneficially own in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of our common shares
outstanding immediately after giving effect to the exercise, as such percentage of beneficial ownership is determined in accordance with
the terms of the Pre-Funded Warrants. However, any holder may increase or decrease such percentage, but not in excess of 9.99%, provided
that any increase will not be effective until the 61st day after such election.
Exercise
Price. The exercise price for the Pre-Funded Warrants is $0.01 per share and the exercise price and number of common shares
issuable upon exercise of our Pre-Funded Warrants will adjust in the event of certain stock dividends and distributions, stock splits,
stock combinations, reclassifications or similar events affecting our common shares.
Exchange
Listing. There is no established trading market for the Pre-Funded Warrants and we do not expect a market to develop. In addition,
we do not intend to apply for the listing of the Pre-Funded Warrants on any national securities exchange or other trading market.
Fundamental
Transactions. If a fundamental transaction occurs, then the successor entity will succeed to, and be substituted for us, and
may exercise every right and power that we may exercise and will assume all of our obligations under the Pre-Funded Warrants with the
same effect as if such successor entity had been named in the Pre-Funded Warrants itself. If holders of our common shares are given a
choice as to the securities, cash or property to be received in a fundamental transaction, then the holder shall be given the same choice
as to the consideration it receives upon any exercise of the Pre-Funded Warrants following such fundamental transaction.
Rights
as a Shareholder. Except as otherwise provided in the Pre-Funded Warrants or by virtue of such holder’s ownership of
our common shares, the holder of Pre-Funded Warrants will not have the rights or privileges of a holder of our common shares, including
any voting rights, until the holder exercises the Pre-Funded Warrants. Holders of Pre-Funded Warrants have the right to participate in
dividends and certain distributions as specified in the Pre-Funded Warrants.
Transferability. Subject
to applicable laws, the Pre-Funded Warrants may be offered for sale, sold, transferred or assigned without our consent.
Governing
Law. The Pre-Funded Warrants are governed by New York law.
Attached to this report on
Form 6-K as Exhibit 4.1 is a copy of the Placement Agency Agreement dated June 25, 2021 between the Company and Maxim Group
LLC, as sole placement agent.
Attached to this report on
Form 6-K as Exhibit 4.2 is a copy of the form of Securities Purchase Agreement, dated June 25, 2021.
Attached to this report on
Form 6-K as Exhibit 4.3 is a copy of the form of the Common Share Purchase Warrant, to be issued to the purchasers under the
Securities Purchase Agreement.
Attached to this report on
Form 6-K as Exhibit 4.4 is a copy of the form of the Pre-Funded Warrant, to be issued to certain purchasers under the Securities
Purchase Agreement.
Attached to this Report on
Form 6-K as Exhibit 5.1 is the opinion of Watson Farley & Williams LLP relating to the legality and validity of the
Common Shares.
Attached to this Report on
Form 6-K as Exhibit 8.1 is the opinion of Watson Farley & Williams LLP relating to certain tax matters.
Attached to this report on
Form 6-K as Exhibit 99.1 is a copy of the press release of the Company dated June 25, 2021 titled “Globus Maritime
Limited Announces Pricing of $50 Million Registered Direct Offering.”
THIS
REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE COMPANY’S REGISTRATION STATEMENTS: (A) ON FORM F-3
(FILE NO. 333-240042), FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 2020 AND DECLARED EFFECTIVE AUGUST
6, 2020 (B) ON FORM F-3 (FILE NO. 333-239250), FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 2020 AND
DECLARED EFFECTIVE AUGUST 6, 2020, AND (C) ON FORM F-3 (FILE NO. 333-240265), FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JULY 31, 2020 AND DECLARED EFFECTIVE ON AUGUST 12, 2020.
SIGNATURES
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.
Date: June 28, 2021
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GLOBUS MARITIME LIMITED
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By:
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/s/ Athanasios Feidakis
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Name:
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Athanasios Feidakis
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Title:
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President, Chief Executive Officer and Chief Financial Officer
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