Performance Shipping Inc. (NASDAQ: PSHG) (“we” or the “Company”), a
global shipping company specializing in the ownership of tanker
vessels, announced today that it has entered into a securities
purchase agreement (the “Agreement”) with several institutional
investors to purchase approximately $5.95 million of its common
shares in a registered direct offering and warrants to purchase
common shares in a concurrent private placement. The combined
effective purchase price for one common share and one warrant to
purchase one common share will be $0.35.
Under the terms of the Agreement, the Company
has agreed to sell 17,000,000 common shares. In a private
placement, which will be consummated concurrently with the
registered offering, the Company has also agreed to issue warrants
to purchase up to an aggregate of 17,000,000 common shares. The
warrants will be immediately exercisable, will expire five and a
half years from the date of issuance and will have an initial
exercise price of $0.35 per common share.
Maxim Group LLC is acting as the sole placement
agent in connection with the offering.
The offerings are expected to close on or about
July 19, 2022, subject to the satisfaction of customary closing
conditions.
The common shares are being offered pursuant to
the Company’s shelf registration statement on Form F-3 (File No.
333-237637), which was declared effective by the U.S. Securities
and Exchange Commission (the "SEC") on April 23, 2020. The
registered offering will be made only by means of a prospectus
supplement that forms a part of such registration statement. The
warrants to be issued in the concurrent private placement and the
shares issuable upon exercise of such warrants were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the "Act"), and Regulation D promulgated
thereunder and have not been registered under the Act or applicable
state securities laws.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy, nor will there be
any sales of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction. A
prospectus supplement relating to common shares will be filed by
Performance Shipping with the SEC. When available, copies of the
prospectus supplement relating to the registered direct offering,
together with the accompanying prospectus, can be obtained at the
SEC's website at www.sec.gov or from Maxim Group LLC, 300 Park
Avenue, New York, NY 10022, Attention: Syndicate Department, or via
email at syndicate@maximgrp.com or telephone at (212) 895-3745.
About the Company
Performance Shipping Inc. is a global provider
of shipping transportation services through its ownership of
Aframax tankers. The Company’s current fleet is employed on spot
voyages and through pool arrangements.
Cautionary Statement Regarding
Forward-Looking Statements
Matters discussed in this press release may
constitute forward-looking statements. The Private Securities
Litigation Reform Act of 1995 provides safe harbor protections for
forward-looking statements in order to encourage companies to
provide prospective information about their business.
Forward-looking statements include, but are not limited to,
statements concerning plans, objectives, goals, strategies, future
events or performance, and underlying assumptions and other
statements, which are other than statements of historical
facts.
The words “believe,” “anticipate,” “intends,”
“estimate,” “forecast,” “project,” “plan,” “potential,” “will,”
“may,” “should,” “expect,” “targets,” “likely,” “would,” “could,”
“seeks,” “continue,” “possible,” “might,” “pending” and similar
expressions, terms or phrases may identify forward-looking
statements.
The forward-looking statements in this press
release are based upon various assumptions, many of which are
based, in turn, upon further assumptions, including, without
limitation, our management’s examination of historical operating
trends, data contained in our records and other data available from
third parties. Although we believe that these assumptions were
reasonable when made, because these assumptions are inherently
subject to significant uncertainties and contingencies which are
difficult or impossible to predict and are beyond our control, we
cannot assure you that we will achieve or accomplish these
expectations, beliefs, or projections.
In addition to these important factors, other
important factors that, in our view, could cause actual results to
differ materially from those discussed in the forward-looking
statements include, but are not limited to: the strength of world
economies, fluctuations in currencies and interest rates, general
market conditions, including fluctuations in charter rates and
vessel values, changes in demand in the tanker shipping industry,
changes in the supply of vessels, changes in worldwide oil
production and consumption and storage, changes in our operating
expenses, including bunker prices, crew costs, drydocking and
insurance costs, our future operating or financial results,
availability of financing and refinancing, changes in governmental
rules and regulations or actions taken by regulatory authorities,
potential liability from pending or future litigation, general
domestic and international political conditions, the length and
severity of epidemics and pandemics, including the ongoing outbreak
of the novel coronavirus (COVID-19) and its impact on the demand
for seaborne transportation of petroleum and other types of
products, changes in governmental rules and regulations or actions
taken by regulatory authorities, potential liability from pending
or future litigation, general domestic and international political
conditions or events, including “trade wars”, armed conflicts
including the war in Ukraine, the imposition of new international
sanctions, acts by terrorists or acts of piracy on ocean-going
vessels, potential disruption of shipping routes due to accidents,
labor disputes or political events, vessel breakdowns and instances
of off-hires and other important factors. Please see our filings
with the U.S. Securities and Exchange Commission for a more
complete discussion of these and other risks and uncertainties.
Corporate Contact:
Andreas Michalopoulos
Chief Executive Officer, Director and Secretary
Telephone: +30-216-600-2400
Email: amichalopoulos@pshipping.com
Website: www.pshipping.com
Investor and Media Relations:
Edward Nebb
Comm-Counsellors, LLC
Telephone: + 1-203-972-8350
Email: enebb@optonline.net
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