Filed Pursuant to Rule 424(b)(3)
Registration No. 333-217282
PROSPECTUS
35,130,017
Common Shares
offered
by the Selling Shareholders
The Selling Shareholders listed herein (the “Selling Shareholders”)
or any of their pledgees, donees, transferees or successors in interest, may sell in one or more offerings pursuant to this prospectus
up to 35,130,017 of our common shares, 2.75 million of which are issued and outstanding on the date hereof and 32,380,017 of which
are issuable upon the exercise of warrants (which if all exercised would result in gross proceeds to the Company of approximately
$51.8 million).
The Selling Shareholders or any of their pledgees, donees, transferees
or successors in interest may sell any or all of these common shares on any stock exchange, market or trading facility on which
the shares are traded or in privately negotiated transactions at fixed prices that may be changed, at market prices prevailing
at the time of sale or at negotiated prices. Information on the Selling Shareholders and the times and manners in which they or
any of their pledgees, donees, transferees or successors in interest may offer and sell our common shares is described under the
sections entitled “Selling Shareholders”, “The Offering”, and “Plan of Distribution” in this
prospectus. We will not receive any of the proceeds from the sale of our common shares by the Selling Shareholders.
Our common shares are listed on the Nasdaq Capital Market under
the symbol “GLBS.” The closing sales price of our common stock on the Nasdaq Capital Market on May 26, 2017 was $1.37
per share. There were 27,630,273 of our common shares outstanding as of May 26, 2017.
An investment in these securities is speculative and involves
a high degree of risk. See the section entitled “Risk Factors” which begins on page 3 of this prospectus, and
other risk factors contained in any applicable prospectus supplement and in the documents incorporated by reference herein and
therein.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus is May 30,
2017
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
As permitted under the rules of the Securities
and Exchange Commission, or the Commission, this prospectus incorporates important business information about us that is contained
in documents that we have previously filed with the Commission but that are not included in or delivered with this prospectus.
You may obtain copies of these documents, without charge, from the website maintained by the Commission at www.sec.gov, as well
as other sources. You may also obtain copies of the incorporated documents, without charge, upon written or oral request to Globus
Maritime Limited, 128 Vouliagmenis Avenue, 3rd Floor, 166 74 Glyfada, Athens, Greece, or by telephone at +30 210 960 8300. See
“Where You Can Find Additional Information.”
You should rely only on the information
contained or incorporated by reference in this prospectus. Neither we nor the Selling Shareholders authorize any person to provide
information other than that provided in this prospectus and the documents incorporated by reference. Neither we nor the Selling
Shareholders are making an offer to sell common shares in any state or other jurisdiction where the offer or sale is not permitted.
You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front
of this prospectus regardless of its time of delivery, and you should not consider any information in this prospectus or in the
documents incorporated by reference herein to be investment, legal or tax advice. We encourage you to consult your own counsel,
accountant and other advisors for legal, tax, business, financial and related advice regarding an investment in our securities.
Unless otherwise indicated or unless the
context requires otherwise, all references in this prospectus to “Globus,” the “Company,” “we,”
“us,” “our,” or similar references, mean Globus Maritime Limited and, where applicable, its consolidated
subsidiaries. In addition, we use the term deadweight, or dwt, in describing the size of vessels. Dwt expressed in metric tons,
each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. To
the extent the Selling Shareholders transfer our common shares or our warrants and the shares are not unrestricted, we may add
the recipients of those common shares and warrants as Selling Shareholders via a prospectus supplement or post-effective amendment.
Any references to the “Selling Shareholders” shall be deemed to be references to each such additional Selling Shareholders.
ENFORCEABILITY OF CIVIL LIABILITIES
We are a Marshall Islands company, and
our principal executive office is located outside of the United States, in Greece. Most of our directors, officers and the experts
named in this registration statement and prospectus reside outside the United States. In addition, a substantial portion of our
assets and the assets of certain of our directors, officers and experts are located outside of the United States. As a result,
you may have difficulty serving legal process within the United States upon us or any of these persons. You may also have difficulty
enforcing, both in and outside the United States, judgments you may obtain in United States courts against us or these persons.
CAUTIONARY STATEMENT REGARDING FORWARD
LOOKING STATEMENTS
This prospectus includes “forward-looking
statements,” as defined by U.S. federal securities laws, with respect to our financial condition, results of operations and
business and our expectations or beliefs concerning future events. Forward-looking statements provide our current expectations
or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives,
intentions, assumptions and other statements that are not historical facts or that are not present facts or conditions. Forward-looking
statements and information can generally be identified by the use of forward-looking terminology or words, such as “anticipate,”
“approximately,” “believe,” “continue,” “estimate,” “expect,” “forecast,”
“intend,” “may,” “ongoing,” “pending,” “perceive,” “plan,”
“potential,” “predict,” “project,” “seeks,” “should,” “views”
or similar words or phrases or variations thereon, or the negatives of those words or phrases, or statements that events, conditions
or results “can,” “will,” “may,” “must,” “would,” “could”
or “should” occur or be achieved and similar expressions in connection with any discussion, expectation or projection
of future operating or financial performance, costs, regulations, events or trends. The absence of these words does not necessarily
mean that a statement is not forward-looking. Forward-looking statements and information are based on management’s current
expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult
to predict.
All forward-looking statements involve
risks and uncertainties. The occurrence of the events described, and the achievement of the expected results, depend on many events,
some or all of which are not predictable or within our control. Actual results may differ materially from expected results.
In addition, important factors that, in
our view, could cause actual results to differ materially from those discussed in the forward-looking statements include:
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general dry bulk shipping market conditions, including fluctuations in charterhire rates and vessel values;
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the strength of world economies;
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the stability of Europe and the Euro;
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fluctuations in interest rates and foreign exchange rates;
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changes in demand in the dry bulk shipping industry, including the market for our vessels;
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changes in our operating expenses, including bunker prices, dry docking and insurance costs;
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changes in governmental rules and regulations or actions taken by regulatory authorities;
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potential liability from pending or future litigation;
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general domestic and international political conditions;
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potential disruption of shipping routes due to accidents or political events;
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the availability of financing and refinancing;
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our ability to meet requirements for additional capital and financing to grow our business;
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vessel breakdowns and instances of off-hire;
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potential exposure or loss from investment in derivative instruments;
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potential conflicts of interest involving our Chief Executive Officer, his family and other members of our senior management;
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our ability to complete acquisition transactions as planned; and
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other important factors described in “Risk Factors” and in other places incorporated by reference.
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We have based these statements on assumptions
and analyses formed by applying our experience and perception of historical trends, current conditions, expected future developments
and other factors we believe are appropriate in the circumstances. All future written and verbal forward-looking statements attributable
to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred
to in this section. We undertake no obligation, and specifically decline any obligation, except as required by law, to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of
these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur.
See the sections entitled “Risk Factors”
of this prospectus and in our Annual Report on Form 20-F for the year ended December 31, 2016, which is incorporated herein
by reference, for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. These factors
and the other risk factors described in this prospectus are not necessarily all of the important factors that could cause actual
results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable
factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipated by
us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given
these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
As required by the Securities Act, we filed
a registration statement relating to the securities offered by this prospectus with the Commission. This prospectus is a part of
that registration statement, which includes additional information.
Government Filings
We file annual and special reports with
the Commission. You may read and copy any document that we file and obtain copies at prescribed rates from the Commission’s
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public
Reference Room by calling 1 (800) SEC-0330. The Commission maintains a website (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding issuers that file electronically with the Commission. Our filings
are also available on our website at http://www.globusmaritime.gr. The information on our website, however, is not, and should
not be deemed to be, a part of this prospectus.
This prospectus and any applicable prospectus
supplement are part of a registration statement that we filed with the Commission and do not contain all of the information in
the registration statement. The full registration statement may be obtained from the Commission or us, as indicated below. Documents
establishing the terms of the offered securities are filed as exhibits to the registration statement. Statements in this prospectus
or any applicable prospectus supplement about these documents are summaries and each statement is qualified in all respects by
reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant
matters. You may inspect a copy of the registration statement at the Commission’s Public Reference Room in Washington, D.C.,
as well as through the Commission’s website.
Information Incorporated by Reference
The Commission allows us to “incorporate
by reference” information that we file with it. This means that we can disclose important information to you by referring
you to those filed documents. The information incorporated by reference is considered to be a part of this prospectus, and certain
information that we file later with the Commission prior to the termination of this offering will also be considered to be part
of this prospectus and will automatically update and supersede previously filed information, including information contained in
this document.
The following documents, filed with or
furnished to the SEC, are specifically incorporated by reference and form an integral part of this prospectus:
We are also incorporating by reference
all subsequent Annual Reports on Form 20-F that we file with the Commission and certain reports on Form 6-K that we furnish to
the Commission after the date of this prospectus (if they state that they are incorporated by reference into this prospectus) until
we file a post-effective amendment indicating that the offering of the securities made by this prospectus has been terminated.
In all cases, you should rely on the later information over different information included in this prospectus or the applicable
prospectus supplement.
You should rely only on the information
contained or incorporated by reference in this prospectus and any applicable prospectus supplement. We have not, and any underwriters
have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not, and any underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and
any applicable prospectus supplement as well as the information we previously filed or furnished with the Commission and incorporated
by reference, is accurate as of the dates on the front cover of those documents only. Our business, financial condition and results
of operations and prospects may have changed since those dates.
You may request a free copy of the above
mentioned filing or any subsequent filing we incorporate by reference to this prospectus by writing or telephoning us at the following
address:
Globus Maritime Limited
c/o Globus Shipmanagement Corp.
128 Vouliagmenis Avenue
3rd Floor
166 74 Glyfada
Athens, Greece
+30 210 960 8300
Information provided by the Company
We will furnish holders of our common shares
with Annual Reports containing audited financial statements and a report by our independent registered public accounting firm.
The audited financial statements will be prepared in accordance with International Financial Reporting Standards. As a “foreign
private issuer,” we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements
to shareholders. While we furnish proxy statements to shareholders in accordance with the rules of the Nasdaq Capital Market, those
proxy statements do not conform to Schedule 14A of the proxy rules promulgated under the Exchange Act. In addition, as a “foreign
private issuer,” our officers and directors are exempt from the rules under the Exchange Act relating to short swing profit
reporting and liability.
PROSPECTUS SUMMARY
This summary highlights information
that appears later in this prospectus and is qualified in its entirety by the more detailed information and financial statements
included or incorporated by reference elsewhere in this prospectus. This summary may not contain all of the information that may
be important to you. As an investor or prospective investor, you should carefully review the entire prospectus, including the section
of this prospectus entitled “Risk Factors” and the more detailed information that appears later in this prospectus
before making an investment in our common shares.
Our Business
Our Company
We are an integrated dry bulk shipping
company, providing marine transportation services on a worldwide basis. We own, operate and manage a fleet of dry bulk vessels
that transport iron ore, coal, grain, steel products, cement, alumina and other dry bulk cargoes internationally. Our Manager also
provides ship-management consulting services regarding vessels that we do not own. We intend to grow our fleet through timely and
selective acquisitions of modern vessels in a manner that we believe will provide an attractive return on equity and will be accretive
to our earnings and cash flow based on anticipated market rates at the time of purchase. There is no guarantee however, that we
will be able to find suitable vessels to purchase or that such vessels will provide an attractive return on equity or be accretive
to our earnings and cash flow.
Our operations are managed by our Athens,
Greece-based wholly owned subsidiary, Globus Shipmanagement Corp., which we refer to as our Manager, which provides in-house commercial
and technical management for our vessels. Our Manager has entered into a ship management agreement with each of our wholly owned
vessel-owning subsidiaries to provide services that include managing day-to-day vessel operations, such as supervising the crewing,
supplying, maintaining of vessels and other services, and has also entered into a consultancy agreement with another ship-management
company to consult for such ship-management company
We originally incorporated as Globus Maritime
Limited on July 26, 2006 pursuant to the Companies (Jersey) Law 1991 (as amended), and began operations in September 2006. On November
24, 2010, we redomiciled into the Marshall Islands. Our common shares trade on the NASDAQ Global Market under the ticker “GLBS.”
The following table presents information
concerning our vessels, each of which is owned by a wholly owned subsidiary of Globus Maritime Limited. We use the term deadweight
ton, or “dwt,” in describing the size of vessels. Deadweight ton or “dwt” is a unit of a vessel’s
capacity for cargo, fuel oil, stores and crew, measured in metric tons. A vessel’s dwt or total deadweight is the total weight
the vessel can carry when loaded to a particular line.
Vessel
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Year
Built
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Flag
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Direct
Owner
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Shipyard
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Vessel Type
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Delivery
Date
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Carrying
Capacity
(dwt)
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m/v Sun Globe
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2007
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Malta
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Longevity Maritime Limited
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Tsuneishi Cebu
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Supramax
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September 2011
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58,790
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m/v River Globe
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2007
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Marshall Islands
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Devocean Maritime Ltd.
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Yangzhou Dayang
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Supramax
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December 2007
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53,627
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m/v Sky Globe
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2009
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Marshall Islands
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Domina Maritime Ltd.
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Taizhou Kouan
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Supramax
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May 2010
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56,855
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m/v Star Globe
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2010
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Marshall Islands
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Dulac Maritime S.A.
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Taizhou Kouan
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Supramax
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May 2010
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56,867
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m/v Moon Globe
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2005
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Marshall Islands
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Artful Shipholding S.A.
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Hudong-Zhonghua
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Panamax
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June 2011
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74,432
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Total:
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300,571
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Corporate Information
Our executive office is located at the
office of our Manager at 128 Vouliagmenis Avenue, 3rd Floor, 166 74 Glyfada, Athens, Greece. Our telephone number is +30 210 960
8300. Our registered agent in the Marshall Islands is The Trust Company of the Marshall Islands, Inc. and our registered address
in the Marshall Islands is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960. We maintain
our website at www.globusmaritime.gr. Information that is available on or accessed through our website does not constitute part
of, and is not incorporated by reference into, this registration statement on Form F-3.
Recent and Other Developments
On February 8, 2017, we entered into a
Share and Warrant Purchase Agreement (the “SPA”) pursuant to which we sold for $5 million an aggregate of 5 million
of our common shares, par value $0.004 per share and warrants (the “Warrants”) to purchase 25 million of our common
shares at a price of $1.60 per share (subject to adjustment as more fully described herein in “Description of Capital Stock
- Description of the Warrants”) to a number of investors in a private placement. These securities were issued in transactions
exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
On February 9, 2017 we entered into a registration
rights agreement with the Purchasers providing them with certain rights relating to registration under the Securities Act of the
Shares and the common shares underlying the Warrants.
In connection with the closing of the private
placement, we also entered into two loan amendment agreements (each, a “Loan Amendment Agreement”) with each of two
of our lenders.
One loan amendment agreement was entered
into by the Company with Firment Trading Limited, a Marshall Islands corporation (“Firment”), a related party to us
(it is an affiliate of our chairman) and the lender of the then outstanding loan in the principal amount of $18,523,787 to the
Company (the “Firment Credit Facility”), pursuant to which Firment released (the “Firment Loan Amendment”)
an amount equal to $16,885,000 (but to have an amount equal to $1,638,787 remain outstanding, and to continue to accrue under the
Firment Credit Facility as though it were principal) of the Firment Credit Facility and the Company issued to Firment Shipping
Inc., an affiliate of Firment 16,885,000 common shares (the “Firment Shares”) and a warrant to purchase 6,230,580 common
shares at a price of $1.60 per share (subject to adjustment as more fully described herein in “Description of Capital Stock
- Description of the Warrants”) (the “Firment Warrant”, together with Firment Shares, the “Firment Securities”).
Subsequent to the closing of the February 2017 private placement, Globus repaid the outstanding amount on the Firment Credit Facility
in its entirety.
The other loan amendment agreement was
entered into by the Company with Silaner Investments Limited, a Cyprus company (“Silaner”), a related party to us (it
is an affiliate of our chairman) and the lender of the then outstanding loan in the principal amount of $3,189,048 to the Company
(the “Silaner Credit Facility”), pursuant to which Silaner agreed to release (the “Silaner Loan Amendment”)
an amount equal to the outstanding principal of $3,115,000 (but to have an amount equal to the accrued and unpaid interest of $74,048
remain outstanding, and to continue to accrue under the Silaner Credit Facility as though it were principal) of the Silaner Credit
Facility and the Company issued to Firment Shipping Inc., an affiliate of Silaner 3,115,000 common shares (the “Silaner Shares”)
and a warrant to purchase 1,149,437 common shares at a price of $1.60 per share (subject to adjustment as more fully described
herein in “Description of Capital Stock - Description of the Warrants”) (the “Silaner Warrant”, together
with the Silaner Shares, the “Silaner Securities”). Subsequent to the closing of the February 2017 private placement,
Globus repaid the outstanding amount on the Silaner Credit Facility in its entirety.
The Warrants, the Firment Warrant and the
Silaner Warrant are each exercisable for 24 months after their respective issuance. We refer to the entry into the Loan Amendment
Agreements and Registration Rights Agreements and the issuances of the 5 million common shares, the Warrants, Firment Securities,
and the Silaner Securities as the “February 2017 Transactions.”
In this Registration Statement, we are
registering for resale (a) 2.75 million common shares sold in the Private Placement, (b) the 25 million common shares issuable
upon exercise of the Warrants, and (c) 7,380,017 common shares issuable upon exercise of the Firment Warrant and Silaner Warrant.
As of the date hereof, none of the warrants have been exercised.
Under the terms of the warrants, all Selling
Shareholders (other than Firment Shipping Inc., which has no such restriction in its warrants) may not exercise their warrants
to the extent such exercise would cause such Selling Shareholder, 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 exercise, excluding for purposes of such determination
common shares issuable upon exercise of the warrants which have not been exercised. This provision does not limit a Selling Shareholder
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. We refer to this as the “Blocker Provision”.
The Warrants, Firment Warrant, and Silaner
Warrant all contain a provision whereby the warrant’s holder has the right to a cashless exercise if, six months after their
issuance, a registration statement covering their resale is not effective. If for any reason we are unable to keep such a registration
statement active and our share price is higher than the $1.60 exercise price, we could be required to issue shares without receiving
cash consideration.
In March 2017, we
reached an agreement in principle with DVB Bank SE (which remain subject to definite documentation) to amend the DVB Loan Agreement,
including amendments to relax or waive certain covenants for the period from April 1, 2017 to April 1, 2018 (the “Restructuring
period”). The amendments with respect to the Restructuring Period will be subject to a $1.7 million prepayment by September
2017, which is the aggregated amount of two quarterly installments for each tranche, and another $1.7 million would be deferred
to the balloon payment of each tranche.
In March 2017, we
reached an agreement in principle with HSH Nordbank AG to amend the HSH Loan Agreement (which remain subject to definite documentation)
including amendments to relax or waive certain covenants of the original loan agreement until April 15, 2018. The Company will
pay in September 2017 $1 million for repayment of debt and the four scheduled principal installments due within 2017, each amounting
to $693,595, will be deferred to the balloon payment. In addition, the Company has undertaken the liability to raise new equity
of at least $1,800,000.
The Offering
Our selling shareholders named in the table
located on page 8 of this prospectus (the “Selling Shareholders”) are offering an aggregate of 35,130,017 common shares,
2.75 million of which are currently issued and outstanding and 32,380,017 of which are issuable upon the exercise of currently
outstanding warrants, subject to the terms and limitations contained within the Warrants. See “Description of Capital Stock
- Description of the Warrants” on page 11 of this prospectus. We will not receive any proceeds upon the sale of
common shares by the Selling Shareholders, but we will receive the exercise price of $1.60 each time a Warrant is exercised for
cash. See “Use of Proceeds” on page 5 of this prospectus.
RISK FACTORS
Investing in our common shares involves
a high degree of risk. You should carefully consider the risks set forth below and the discussion of risks under the heading “Item
3. Key Information—D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2016, filed
with the Commission on April 11, 2017, and the other documents that are incorporated by reference in this prospectus. Please see
the section of this prospectus entitled “Incorporation by Reference of Certain Documents.” Any of the following risks
could materially and adversely affect our business, financial condition, results of operations or cash flows. In such a case, you
may lose all or part of your original investment.
RISKS RELATED TO THIS OFFERING
Our shareholders were significantly diluted by virtue of
the February 2017 transactions and it is unclear whether the full ramification of those transactions have been reflected in our
stock price.
As described above under the caption “Recent
and Other Developments”, in February 2017 we issued in the aggregate 25 million common shares and warrants to issue an additional
32,380,017 common shares in exchange for $20 million of debt cancellation and $5 million in cash. Prior to such issuance, a total
of 2,627,674 common shares were issued and outstanding. Our share price has not proportionately decreased to reflect the additional
number of common shares that are issued and issuable pursuant to exercise of the Warrants, and it remains to be seen how the market
will perceive this change in our increased number of shares. If the market views these transactions negatively, our share price
could substantially depreciate.
Our stock price has been volatile and no assurance can
be made that it will not substantially depreciate.
As you can see from our stock price history
contained within this prospectus under the caption “Per Share Market Information”, our stock price has been volatile
recently. The closing price of our common shares within the past 18 months has ranged from a low of $0.30 on January 29, 2016 to
a peak of $14.23 on November 16, 2016. Adjusting for the 4:1 stock split we effected on October 20, 2016, this represents a 1085%
increase from January 29, 2016. Our closing stock price as of May 26, 2017 was $1.37. We can offer no comfort or assurance that
our stock price will stop being volatile or not substantially depreciate.
Our existing shareholders will be diluted each time our
outstanding warrants are exercised.
As of May 30, 2017, our warrant holders
had the right to purchase an aggregate of 32,380,017 common shares. The number of common shares issuable upon exercise and price
of exercise are subject to adjustment as more fully described in “Description of Capital Stock - Description of the Warrants”.
We expect the exercise of such outstanding warrants to dilute the value of our shares.
A substantial number of common shares are
being offered by this prospectus, and we cannot predict if and when the purchasers may sell such shares in the public markets.
Furthermore, in the future, we may issue additional common shares or other equity or debt securities convertible into common shares
in connection with a financing, acquisition, litigation settlement, employee arrangements, or otherwise. Any such issuance could
result in substantial dilution to our existing shareholders and could cause our stock price to decline.
The sale of a substantial amount of our common shares,
including resale of the common shares issuable upon the exercise of the Warrants held by the Selling Shareholders, in the public
market could adversely affect the prevailing market price of our common shares.
The Selling Stockholders hold outstanding
warrants to purchase an aggregate of 32,380,017 common shares at an exercise price of $1.60 per share and 2.75 million shares.
Both the number of common shares issuable upon exercise of the warrants and the exercise price are subject to adjustment as more
fully described in “Description of Capital Stock - Description of the Warrants”. Sales of substantial amounts of our
common shares in the public market, or the perception that such sales might occur, could adversely affect the market price of our
common shares, and the market value of our other securities.
A substantial number of common shares are
being offered by this prospectus, and we cannot predict if and when the Selling Shareholders may sell such shares in the public
markets. Furthermore, in the future, we may issue additional common shares or other equity or debt securities convertible into
common shares in connection with a financing, acquisition, litigation settlement, employee arrangements, or otherwise. Any such
issuance could result in substantial dilution to our existing shareholders and could cause our stock price to decline.
Certain shareholders hold registration rights, which may
have an adverse effect on the market price of our common shares.
In connection with the February 8, 2017
transactions, we issued to Firment Shipping Inc. 20 million common shares and warrants to purchase 7,380,017 common shares. Firment
Shipping Inc. has the right to register those common shares for resale pursuant to a registration rights agreement we entered into
with its affiliate, Firment Trading Limited. The resale of those common shares in addition to the offer and sale of the other securities
included in this registration statement and prospectus may have an adverse effect on the market price of our common shares.
Our warrants could have cashless exercise at our expense
if, six months after the warrants were issued, the underlying common shares issuable upon exercise of the warrants are not registered
for sale pursuant to an effective registration statement.
The Warrants, Firment Warrant, and Silaner
Warrant all contain a provision whereby the warrant’s holder has the right to a cashless exercise if, six months after their
issuance, a registration statement covering their resale is not effective. If for any reason we are unable to keep such a registration
statement active and our share price is higher than the $1.60 exercise price, we could be required to issue shares without receiving
cash consideration. As 32,380,017 common shares are issuable upon exercise of the warrants, this could mean that we issue all such
shares but do not receive $51,808,027.20 (which is the $1.60 exercise price multiplied by 32,380,017), which would dilute our shareholders
and likely decrease our share price.
If we are unable to deliver common shares free of restrictive
legends where required by the Share Purchase Agreement and the warrants, we must make whole any purchaser who loses money by purchasing
common shares on the market to complete a trade.
The warrants and SPA require us, within
the later of (a) five full trading days of the exercise of a warrant and (b) three full trading days after receipt of the purchase
price for such exercised warrants, to issue common shares, which, where called for in the warrants and the SPA, must be free of
restrictive legends. We are similarly obligated, where called for pursuant to the terms of the SPA, to remove restrictive legends
from 2.75 million common shares issued to purchasers in the February 2017 Transactions that are being registered in this prospectus.
If we are unable to deliver proof that the above has occurred when required and if a warrant or shareholder has traded the common
shares that we have failed to deliver unlegended, penalty provisions of the SPA and warrants require us to make whole any warrant
holder or shareholder who loses money by purchasing shares on the common market to complete its trade. Depending on our share price
during this time and the number of shares to which the payments relate, we could be required to pay a substantial sum.
USE OF PROCEEDS
This prospectus registers for resale 35,130,017
common shares, of which:
|
·
|
2.75 million have already been issued to the Selling Shareholders, and we will not receive any proceeds from sales of common
shares by the Selling Shareholders.
|
|
|
|
|
·
|
Up to 32,380,017 million are issuable upon the exercise of warrants (upon the conditions further described in “Description
of Capital Stock - Description of the Warrants”). We will receive $1.60 each time a warrant is exercised (up to a total of
approximately $51.8 million), but we will not receive any proceeds from the sales of these common shares by the Selling Shareholders.
|
We intend to use any proceeds received
from the exercise of the warrants for working capital and general corporate purposes. We will incur all costs associated with this
registration statement and prospectus (other than underwriting discounts and commissions and any transfer taxes), which we anticipate
to be approximately $50,000.
PER SHARE MARKET PRICE INFORMATION
Since April 11, 2016 our common shares
have traded on the Nasdaq Capital Market under the symbol “GLBS”. Prior to April 11, 2016, our common shares traded
on the Nasdaq Global Select Market. You should carefully review the high and low prices of our common shares in the tables for
the months, quarters and years indicated under the heading Item 9. “The Offer and Listing” in our annual report
on Form 20-F for the year ended December 31, 2016, which is incorporated by reference herein.
On October 20, 2016, we effected a four
to one reverse stock split which reduced number of outstanding common shares from 10,510,741 to 2,627,674 shares (adjustments were
made based on fractional shares). The share prices below have been adjusted to reflect the stock split.
The table below sets forth the high
and low closing prices for each of the periods indicated for our common shares as reported, from April 11, 2016 onwards, by
the NASDAQ Capital Market, and prior to April 11, 2016, from the Nasdaq Global Select Market.
Period Ended
|
|
High
|
|
|
Low
|
|
|
|
|
|
|
|
|
Monthly
|
|
|
|
|
|
|
|
|
May 2017 (through and including May 26, 2017)
|
|
$
|
2.05
|
|
|
$
|
0.91
|
|
April 2017
|
|
$
|
4.41
|
|
|
$
|
2.24
|
|
March 2017
|
|
$
|
6.74
|
|
|
$
|
4.32
|
|
February 2017
|
|
$
|
9.70
|
|
|
$
|
7.10
|
|
January 2017
|
|
$
|
10.77
|
|
|
$
|
3.07
|
|
December 2016
|
|
$
|
7.67
|
|
|
$
|
4.08
|
|
November 2016
|
|
$
|
14.23
|
|
|
$
|
1.74
|
|
|
|
|
|
|
|
|
|
|
Quarterly
|
|
|
|
|
|
|
|
|
First Quarter 2017
|
|
$
|
10.77
|
|
|
$
|
3.07
|
|
Fourth Quarter 2016
|
|
$
|
14.23
|
|
|
$
|
1.66
|
|
Third Quarter 2016
|
|
$
|
3.28
|
|
|
$
|
1.64
|
|
Second Quarter 2016
|
|
$
|
5.16
|
|
|
$
|
1.00
|
|
First Quarter 2016
|
|
$
|
0.88
|
|
|
$
|
0.24
|
|
Fourth Quarter 2015
|
|
$
|
3.96
|
|
|
$
|
0.60
|
|
Third Quarter 2015
|
|
$
|
6.32
|
|
|
$
|
3.88
|
|
Second Quarter 2015
|
|
$
|
7.60
|
|
|
$
|
4.56
|
|
First Quarter 2015
|
|
$
|
10.16
|
|
|
$
|
4.80
|
|
|
|
|
|
|
|
|
|
|
Yearly
|
|
|
|
|
|
|
|
|
2016
|
|
$
|
7.09
|
|
|
$
|
0.20
|
|
2015
|
|
$
|
10.16
|
|
|
$
|
0.60
|
|
2014
|
|
$
|
17.76
|
|
|
$
|
8.88
|
|
2013
|
|
$
|
16.84
|
|
|
$
|
6.80
|
|
2012
|
|
$
|
23.08
|
|
|
$
|
5.92
|
|
CAPITALIZATION
The following table sets forth our capitalization
table as of December 31, 2016, on
|
·
|
An as Adjusted basis, as of February 9, 2017, to give effect to the completion of the February 2017 Transactions. In the February
2017 Transactions, an aggregate of 5 million common shares and warrants to purchase 25 million common shares were issued to purchasers
for a total of $5 million, and 20 million common shares and warrants to purchase 7,380,017 common shares were issued to Firment
Shipping Inc., an affiliate of two of our lenders (each of which is a related party to us) in exchange for an aggregate of $20
million in debt cancellation (an amount of $0.55 million of outstanding debt as of December 31, 2016 was settled in cash). We have
assumed no exercise of the warrants in the adjusted figures below.
|
|
|
As of Dec 31, 2016
|
|
|
|
Actual
|
|
|
As Adjusted
|
|
|
|
(dollars in thousands except
per share and share data)
|
|
Capitalization:
|
|
|
|
|
|
|
|
|
Total debt (including current portion)
|
|
$
|
65,572
|
|
|
$
|
45,022
|
|
|
|
|
|
|
|
|
|
|
Preferred shares, $0.001 par value; 100,000,000 shares authorized, none issued, actual and as adjusted
|
|
|
—
|
|
|
|
—
|
|
Common shares, $0.004 par value; 500,000,000 shares authorized, 2,627,674 shares issued and outstanding actual, 27,627,674 shares issued and outstanding as adjusted (assuming no exercise of the warrants)
|
|
$
|
10
|
|
|
$
|
111
|
|
Additional paid-in capital
|
|
$
|
110,004
|
|
|
$
|
134,903
|
|
Accumulated deficit
|
|
$
|
(89,254
|
)
|
|
$
|
(89,254
|
)
|
Total shareholders’ equity
|
|
$
|
20,760
|
|
|
$
|
45,760
|
|
Total capitalization
|
|
$
|
86,332
|
|
|
$
|
90,782
|
|
Other than the adjustments described above,
there have been no significant adjustments to our capitalization since December 31, 2016. This table should be read in conjunction
with the consolidated financial statements and related notes included in our annual report for the year ended December 31,
2016, on Form 20-F filed with the Commission on April 11, 2017 and incorporated by reference herein.
SELLING SHAREHOLDERS
Based solely upon information furnished
to us by the Selling Shareholders, the following table sets forth information with respect to the beneficial ownership of our common
shares held as of the date of this prospectus (or to be held, as noted below) by the Selling Shareholders. The Selling Shareholders
are offering an aggregate of up to 35,130,017 of our common shares, 2.75 million of which are outstanding and 32,380,017 of which
may be issued upon exercise of warrants that were acquired in private transactions. The Selling Shareholders may sell some, all
or none of their shares covered by this prospectus. The Selling Shareholders may also transfer their warrants. We may update this
table by filing a prospectus supplement in the event the Selling Shareholders transfer their warrants.
Under the terms of the warrants, all Selling
Shareholders (other than Firment Shipping Inc., which has no such restriction in its warrants) may not exercise their warrants
to the extent such exercise would cause such Selling Shareholder, 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 following such exercise, excluding for purposes of such determination common
shares issuable upon exercise of the warrants which have not been exercised. We refer to this as the “Blocker Provision”.
The Blocker Provision does not limit a
Selling Shareholder 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. Until the warrants expire or the selling shareholders each exercise and sell all of their common shares,
the calculation of the number of common shares issuable to any Selling Shareholder at any given point in time will change based
upon the total number of common shares outstanding. Accordingly, the table below assumes that the Blocker Provision does not exist,
with the effect that beneficial ownership of the Selling Shareholders is presented (for purposes of disclosure in this prospectus
only) on a fully as exercised basis:
Selling Shareholders
|
|
Common
Shares
Prior to the
Offering(1)
|
|
|
Percentage
of Class
(2)
|
|
|
Total
Common
Shares
Offered
Hereby
|
|
|
Percentage
of the
Class
Following
the
Offering (3)
|
|
Xanthe Holdings Ltd. (4)
|
|
|
5,625,000
|
(5)
|
|
|
16.9
|
%
|
|
|
5,625,000
|
|
|
|
0
|
%
|
JTT Investments Ltd. (6)
|
|
|
5,625,000
|
(7)
|
|
|
16.9
|
%
|
|
|
5,625,000
|
|
|
|
0
|
%
|
Aizac Investment Corp. (8)
|
|
|
6,000,000
|
(9)
|
|
|
18.4
|
%
|
|
|
6,000,000
|
|
|
|
0
|
%
|
Robelle Holding Co. (10)
|
|
|
10,500,000
|
(11)
|
|
|
28.9
|
%
|
|
|
10,500,000
|
|
|
|
0
|
%
|
Firment Shipping Inc. (12)
|
|
|
27,380,017
|
(13)
|
|
|
78.2
|
%
|
|
|
7,380,017
|
|
|
|
57.1
|
%
|
(1)
|
These figures assume full exercise of each Selling Shareholder’s warrants (as though the Blocker Provisions were not in effect).
|
|
(2)
|
These percentages assume full exercise of each Selling Shareholder’s warrants (as though the Blocker Provisions did not exist) and without exercise of any other Selling Shareholder’s warrants.
|
|
(3)
|
Assumes that the Selling Shareholder sells all of its common shares offered hereby.
|
|
(4)
|
Xanthe Holdings Ltd. is a British Virgin Islands company with address at c/o Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands.
|
|
(5)
|
These 5,625,000 common shares are issuable upon exercise of the Selling Shareholder’s warrant, and assumes that the Blocker Provisions are not in effect.
|
|
(6)
|
JTT Investments Ltd. is a British Virgin Islands company with address at JTT Investments Ltd., Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, VG1110, British Virgin Islands.
|
|
(7)
|
These 5,625,000 common shares are issuable upon exercise of the Selling Shareholder’s warrant, and assumes that the Blocker Provisions are not in effect.
|
|
(8)
|
Aizac Investment Corp. is a Marshall Islands corporation with address at Aizac Investment Corp., 10 Skouze Street, 18536, Piraeus, Greece.
|
|
(9)
|
These 6,000,000 common shares consist of (a) 1,000,000 common shares currently issued and (b) 5,000,000 common shares issuable upon exercise of the Selling Shareholder’s warrant, and assumes that the Blocker Provisions are not in effect.
|
|
(10)
|
Robelle Holding Co. is a Marshall Islands corporation beneficially owned by Konstantina Feidaki with address at Pallazo Tukelan, Riva Antonio Caccia 3, 6900 Lugano, Switzerland. Konstantina Feidaki is the sister of Globus’ Chief Executive Officer Athanasios Feidakis and the daughter of Globus’ Chairman Georgios Feidakis.
|
|
(11)
|
These 10,500,000 common shares consist of (a) 1,750,000 common shares currently issued and (b) 8,750,000 common shares issuable upon exercise of the Selling Shareholder’s warrant, and assumes that the Blocker Provisions are not in effect.
|
|
(12)
|
Firment Shipping Inc. is a Marshall Islands corporation with address at 17 Ifigenias street, 2007 Strovolos, Nicosia, Cyprus. Firment Shipping Inc. is our majority shareholder and is 100% owned by our Chairman Georgios Feidakis. Georgios Feidakis is the father of our Chief Executive Officer Athanasios Feidakis. The 27,380,017 figure does not include an additional 1,141,517 common shares that Georgios Feidakis is deemed to own through his control of Firment Trading Limited.
|
|
(13)
|
These 27,380,017 common shares consist of 20,000,000 common shares and 7,380,017 common shares issuable upon exercise of the Firment Warrant and Silaner Warrant. The only shares being registered in this prospectus are the 7,380,017 common shares issuable upon exercise of the Firment Warrant and Silaner Warrant. The Firment Warrant and Silaner Warrant do not contain the Blocker Provision.
|
|
PLAN OF DISTRIBUTION
The Selling Shareholders may sell our common
shares through underwriters, through agents, to dealers, in private transactions, at market prices prevailing at the time of sale,
at prices related to the prevailing market prices, or at negotiated prices.
In addition, the Selling Shareholders may
sell our common shares included in this prospectus through:
|
·
|
a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;
|
|
·
|
purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;
|
|
|
|
|
·
|
ordinary brokerage transactions and transactions in which a broker solicits purchasers; or
|
|
|
|
|
·
|
trading plans entered into by the Selling Shareholders pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as
amended, or the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus
supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans.
|
In addition, the Selling Shareholders may
enter into option or other types of transactions that require us or them to deliver our securities to a broker-dealer, who will
then resell or transfer the securities under this prospectus. The Selling Shareholders may enter into hedging transactions with
respect to our securities. For example, any Selling Shareholder may:
|
·
|
enter into transactions involving short sales of our common shares by broker-dealers;
|
|
|
|
|
·
|
sell common shares short and deliver the shares to close out short positions;
|
|
|
|
|
·
|
enter into option or other types of transactions that require the Selling Shareholders to deliver common shares to a broker-dealer,
who will then resell or transfer the common shares under this prospectus; or
|
|
|
|
|
·
|
loan or pledge the common shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged
shares.
|
The Selling Shareholders may also sell
shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.
The Selling Shareholders may enter into
derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated
transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell
securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the
third party may use securities pledged by the Selling Shareholders or borrowed from the Selling Shareholders or others to settle
those sales or to close out any related open borrowings of stock, and may use securities received from the Selling Shareholders
in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions
will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition,
the Selling Shareholders may otherwise loan or pledge securities to a financial institution or other third party that in turn may
sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short
position to investors in our securities or in connection with a concurrent offering of other securities.
The Selling Shareholders and any broker-dealers
or other persons acting on our behalf or on the behalf of the Selling Shareholders that participate with the Selling Shareholders
in the distribution of the securities may be deemed to be underwriters and any commissions received or profit realized by them
on the resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act of 1933, as
amended, or the Securities Act. As a result, we have informed the Selling Shareholders, that Regulation M, promulgated under the
Exchange Act, may apply to sales by the Selling Shareholders in the market. The Selling Shareholders may agree to indemnify any
broker, dealer or agent that participates in transactions involving the sale of our common shares against certain liabilities,
including liabilities arising under the Securities Act.
At the time that any particular offering
of securities is made, to the extent required by the Securities Act, a prospectus supplement will be distributed, setting forth
the terms of the offering, including the aggregate number of securities being offered, the purchase price of the securities, the
initial offering price of the securities, the names of any underwriters, dealers or agents, any discounts, commissions and other
items constituting compensation from us and any discounts, commissions or concessions allowed or re-allowed or paid to dealers.
Furthermore, the Selling Shareholders may agree, subject to certain exemptions, that for a certain period from the date of the
prospectus supplement under which the securities are offered, they will not, without the prior written consent of an underwriter,
offer, sell, contract to sell, pledge or otherwise dispose of any of our common shares or any securities convertible into or exchangeable
for our common shares. However, an underwriter, in its sole discretion, may release any of the securities subject to these lock-up
agreements at any time without notice. We expect an underwriter to exclude from these lock-up agreements securities exercised and/or
sold pursuant to trading plans entered into by any Selling Shareholders pursuant to Rule 10b5-1 under the Exchange Act, that are
in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for
periodic sales of the Selling Shareholders’ securities on the basis of parameters described in such trading plans.
Underwriters or agents could make sales
in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an at-the-market offering
as defined in Rule 415 promulgated under the Securities Act, which includes sales made directly on or through the Nasdaq Capital
Market, the existing trading market for our common shares, or sales made to or through a market maker other than on an exchange.
As a result of requirements of the Financial
Industry Regulatory Authority, or FINRA, formerly the National Association of Securities Dealers, Inc., the maximum commission
or discount to be received by any FINRA member or independent broker/dealer may not be greater than eight percent (8%) of
the gross proceeds received by the Selling Shareholders for the sale of any securities being registered pursuant to Rule 415 promulgated
by the Commission under the Securities Act. If more than 5% of the net proceeds of any offering of common shares made under this
prospectus will be received by a FINRA member participating in the offering or affiliates or associated persons of such a FINRA
member, the offering will be conducted in accordance with FINRA Rule 5121.
Each Selling Shareholder represented and
warranted to us that it acquired the securities subject to this registration statement with no intent to distribute the securities.
DESCRIPTION OF CAPITAL STOCK
We refer you to “Item 10. Additional
Information B. Memorandum and Articles of Association” contained within our Annual Report on Form 20-F for the year ended
December 31, 2016, which was filed on April 11, 2017 and is incorporated by reference into this prospectus, for the description
of our capital stock.
Transfer Agent
The registrar and transfer agent for our
common shares is Computershare Inc.
Share History
February 2017 Transaction
On February 8, 2017, we entered into the
SPA pursuant to which we sold for $5 million an aggregate of 5 million of our common shares, par value $0.004 per share and Warrants
to purchase 25 million of our common shares at a price of $1.60 per share (subject to adjustment as more fully described herein
in “Description of Capital Stock - Description of the Warrants”) to a number of investors in a private placement. These
securities were issued in transactions exempt from registration under the Securities Act.
On February 9, 2017 we entered into a registration
rights agreement with the Purchasers providing them with certain rights relating to registration under the Securities Act of the
Shares and the common shares underlying the Warrants.
In connection with the closing of the private
placement, we also entered into two Loan Amendment Agreements with two lenders.
One loan amendment agreement was entered
into by the Company with Firment, a related party to us (it is an affiliate of our chairman), and the lender of the outstanding
loan in the principal amount of $18,523,787 to the Company, pursuant to which Firment released an amount equal to $16,885,000 (but
to have an amount equal to $1,638,787 remain outstanding, and to continue to accrue under the Firment Credit Facility as though
it were principal) of the Firment Credit Facility and the Company issued to Firment Shipping Inc., an affiliate of Firment 16,885,000
common shares and a warrant to purchase 6,230,580 common shares at a price of $1.60 per share (subject to adjustment as more fully
described herein in “Description of Capital Stock - Description of the Warrants”).Subsequent to the closing of the
February 2017 private placement, Globus repaid the outstanding amount on the Firment Credit Facility in its entirety.
The other loan amendment agreement was
entered into by the Company with Silaner, a related party to us (it is an affiliate of our chairman), and the lender of the outstanding
loan in the principal amount of $3,189,048 to the Company, pursuant to which Silaner agreed to release an amount equal to the outstanding
principal of $3,115,000 (but to have an amount equal to the accrued and unpaid interest of $74,048 remain outstanding, and to continue
to accrue under the Silaner Credit Facility as though it were principal) of the Silaner Credit Facility and the Company issued
to Firment Shipping Inc., an affiliate of Silaner 3,115,000 common shares and a warrant to purchase 1,149,437 common shares at
a price of $1.60 per share (subject to adjustment as more fully described herein in “Description of Capital Stock - Description
of the Warrants”). Subsequent to the closing of the February 2017 private placement, Globus repaid the outstanding amount
on the Silaner Credit Facility in its entirety.
The Warrants, the Firment Warrant and the
Silaner Warrant are each exercisable for 24 months after their respective issuance. We refer to the entry into the Loan Amendment
Agreements and Registration Rights Agreements and the issuances of the 5 million common shares, the Warrants, Firment Securities,
and the Silaner Securities as the “February 2017 Transactions”.
In this Registration Statement, we are
registering for resale (a) 2.75 million common shares sold in the Private Placement, (b) the 25 million common shares issuable
upon exercise of the Warrants, and (c) 7,380,017 common shares issuable upon exercise of the Firment Warrant and Silaner Warrant.
As of the date hereof, none of the warrants have been exercised.
On October 20, 2016, we effected a four
to one reverse stock split which reduced number of outstanding common shares from 10,510,741 to approximately 2,627,674 shares
(adjustments were made based on fractional shares).
In March 2016, as part of a settlement
with one our lenders, outstanding indebtedness of $15.65 million was released in exchange for $6.86 million of sale proceeds from
the sale of the shares of Kelty Marine Ltd. (the owner of
m/v Energy Globe)
plus overdue interest of $40,708.
In May 2015, the Company entered into a
Memorandum of Agreement for the sale of
m/v
Tiara Globe
for a sale price of $5.5 million. The book value of the
m/v
Tiara Globe
as of March 31, 2015 was $13.3 million. The
m/v
Tiara Globe
was delivered on July 10, 2015, and
caused the weighted average age of the fleet to be reduced by 1.7 years. Of the $5.3 million in net proceeds for the
m/v
Tiara Globe,
approximately $5.0 million were used to pay down existing debt and $0.3 million were used for general corporate
purposes.
Description of the Warrants
The Warrants underlying 25 million of the
common shares being registered in this prospectus were issued on February 9, 2017 and have an exercise price of $1.60 per share.
Both the number of shares issuable and the exercise price are subject to adjustments under customary conditions including share
dividends and stock splits, as provided under the terms of the Warrants.
Under the terms of the Warrants issued
pursuant to the SPA, a Selling Shareholder may not exercise the Warrants to the extent such exercise would cause such Selling Shareholder,
together with its affiliates and attribution parties, to beneficially own a number of our 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
following such exercise, excluding for purposes of such determination common shares issuable upon exercise of the Warrants which
have not been exercised. This provision does not limit a Selling Shareholder 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. We refer to this as the “Blocker Provisions”.
The Warrants were immediately exercisable
upon their issuance and will expire two years after their issuance (February 9, 2019).
The Firment Warrant and Silaner Warrant,
both of which are held by Firment Shipping Inc., together grant Firment Shipping Inc. the right to purchase 7,380,017 common shares
at an exercise price of $1.60 per share. Both the number of shares issuable and the exercise price are subject to adjustments under
customary conditions including share dividends and stock splits, as provided under the terms of the Firment Warrant and Silaner
Warrant. The Firment Warrant and Silaner Warrant were immediately exercisable upon their issuance and will expire two years after
their issuance (February 8, 2019). The Firment Warrant and Silaner Warrant contain substantially similar provisions as the Warrants,
but do not contain the Blocker Provisions.
The Warrants, Firment Warrant, and Silaner
Warrant all contain a penalty provision whereby the warrant’s holder has the right to a cashless exercise if, six months
after their issuance, a registration statement covering their resale is not effective. If for any reason we are unable to keep
such a registration statement active and our share price is higher than the $1.60 exercise price, we could be required to issue
shares without receiving cash consideration.
The warrants and SPA require us, within
the later of (a) five full trading days of the exercise of a warrant and (b) three full trading days after receipt of the purchase
price for such exercised warrants, to issue common shares, which, where called for in the warrants and the SPA, must be free of
restrictive legends. We are similarly obligated, where called for pursuant to the terms of the SPA, to remove restrictive legends
from 2.75 million common shares issued to purchasers in the February 2017 Transactions being registered for resale in this prospectus.
If we are unable to deliver proof that the above has occurred when required and if a warrant or shareholder has traded the common
shares that we have failed to deliver unlegended, penalty provisions of the SPA and warrants require us to make whole any warrant
holder or shareholder who loses money by purchasing shares on the common market to complete its trade.
Listing
Our
common stock is listed on The NASDAQ Capital Market under the symbol “GLBS”.
TAX CONSIDERATIONS
Marshall Islands Tax Considerations
The following discussion is based upon
the opinion of Watson Farley & Williams LLP and the current laws of the Republic of the Marshall Islands and is applicable
only to persons who are not citizens of and do not reside in, maintain offices in or engage in business or transactions in the
Republic of the Marshall Islands.
Because we and our subsidiaries do not,
and we do not expect that we or any of our subsidiaries will, conduct business or operations in the Republic of the Marshall Islands,
and because we anticipate that all documentation related to any offerings pursuant to this prospectus will be executed outside
of the Republic of the Marshall Islands, under current Marshall Islands law holders of our common shares will not be subject to
Marshall Islands taxation or withholding on dividends. In addition, holders of our common shares will not be subject to Marshall
Islands stamp, capital gains or other taxes on the purchase, ownership or disposition of common shares, and you will not be required
by the Republic of the Marshall Islands to file a tax return relating to the shares of common shares.
It is the responsibility of each shareholder
to investigate the legal and tax consequences, under the laws of pertinent jurisdictions, including the Marshall Islands, of its
investment in us. Accordingly, each shareholder is urged to consult its tax counsel or other advisor with regard to those matters.
Further, it is the responsibility of each shareholder to file all state, local and non-U.S., as well as U.S. federal, tax returns
which may be required of such shareholder.
United States Tax Considerations
The following is a discussion of material United States federal
income tax consequences of the ownership and disposition of the Company’s common shares that, subject to the representations,
covenants, assumptions, conditions and qualifications described herein, may be relevant to prospective shareholders and, unless
otherwise noted in the following discussion, is the opinion of Watson Farley & Williams LLP, our United States counsel,
insofar as it relates to matters of United States federal income tax law and legal conclusions with respect to those matters. The
opinion of our counsel is dependent on the accuracy of representations made by us to them, including descriptions of our operations
contained herein. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code, existing
final, temporary and proposed regulations thereunder and current administrative rulings and court decisions, all as in effect on
the effective date of this prospectus and all of which are subject to change, possibly with retroactive effect. Changes in these
authorities may cause the tax consequences to vary substantially from the consequences described below. No rulings have been or
are expected to be sought from the United States Internal Revenue Service, or the IRS, with respect to any of the United States
federal income tax consequences discussed below, and no assurance can be given that the IRS will not take contrary positions.
The following summary does not deal with all United States federal
income tax consequences applicable to any given holder of our common shares, nor does it address the United States federal income
tax considerations applicable to categories of investors subject to special taxing rules, such as expatriates, banks, real estate
investment trusts, regulated investment companies, insurance companies, tax-exempt organizations, dealers or traders in securities
or currencies, partnerships, S corporations, estates and trusts, investors that hold their common shares as part of a hedge, straddle
or an integrated or conversion transaction, investors whose “functional currency” is not the United States dollar or
investors that own, directly or indirectly, 10% or more of our stock by vote or value. Furthermore, the discussion does not address
alternative minimum tax consequences or estate or gift tax consequences, or any state tax consequences, and is limited to shareholders
that will hold their common shares as “capital assets” within the meaning of Section 1221 of the Code. Each shareholder
is encouraged to consult, and discuss with his or her own tax advisor the United States federal, state, local and non-United States
tax consequences particular to him or her of the acquisition, ownership or disposition of common shares. Further, it is the responsibility
of each shareholder to file all state, local and non-United States, as well as United States federal, tax returns that may be required
of it.
United States Federal Income Taxation of United
States Holders
As used herein, “United States Holder” means a beneficial
owner of the Company’s common shares that is an individual citizen or resident of the United States for United States federal
income tax purposes, a corporation or other entity taxable as a corporation created or organized in or under the laws of the United
States or any state thereof (including the District of Columbia), an estate the income of which is subject to United States federal
income taxation regardless of its source or a trust where a court within the United States is able to exercise primary supervision
over the administration of the trust and one or more United States persons (as defined in the Code) have the authority to control
all substantial decisions of the trust (or a trust that has made a valid election under United States Department of the Treasury
regulations to be treated as a domestic trust). A “Non-United States Holder” generally means any owner (or beneficial
owner) of common shares that is not a United States Holder, other than a partnership. If a partnership holds common shares, the
tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners
of partnerships holding common shares should consult their own tax advisors regarding the tax consequences of an investment in
the common shares (including their status as United States Holders or Non-United States Holders).
Distributions
Subject to the discussion of passive foreign investment companies,
or PFICs, below, any distributions made by the Company with respect to the common shares to a United States Holder will generally
constitute dividends, which may be taxable as ordinary income or qualified dividend income as described in more detail below, to
the extent of the Company’s current or accumulated earnings and profits as determined under United States federal income
tax principles. Distributions in excess of the Company’s earnings and profits will be treated as a nontaxable return of capital
to the extent of the United States Holder’s tax basis in its common shares and, thereafter, as capital gain. United States
Holders that are corporations generally will not be entitled to claim a dividends received deduction with respect to any distributions
they receive from us.
Dividends paid in respect of the Company’s common shares
may qualify for the preferential rate attributable to qualified dividend income if: (1) the common shares are readily tradable
on an established securities market in the United States; (2) the Company is not a PFIC for the taxable year during which the dividend
is paid or in the immediately preceding taxable year; (3) the United States Holder has owned the common shares for more than 60
days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend and (4) the United States
Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property.
The first requirement currently is and has been met, as our common shares are listed on the Nasdaq Capital Market tier of the Nasdaq
Stock Market, which is an established securities market. Further, there is no minimal trading requirement for shares to be “readily
tradable,” so as long as our common shares remain listed on the Nasdaq Capital Market or any other established securities
market in the United States, the first requirement will be satisfied. However, if our common shares are delisted and are not tradable
on an established securities market in the United States, the first requirement would not be satisfied, and dividends paid in respect
of our common shares would not qualify for the preferential rate attributable to qualified dividend income. The second requirement
is expected to be met as more fully described below under “—Consequences of Possible PFIC Classification.” Satisfaction
of the final two requirements will depend on the particular circumstances of each United States Holder. Consequently, if any of
these requirements are not met, the dividends paid to individual United States Holders in respect of the Company’s common
shares would not be treated as qualified dividend income and would be taxed as ordinary income at ordinary rates.
Amounts taxable as dividends generally will be treated as income
from sources outside the United States and will, depending on your circumstances, be “passive” or “general”
income which, in either case, is treated separately from other types of income for purposes of computing the foreign tax credit
allowable to you. However, if (1) the Company is 50% or more owned, by vote or value, by United States persons and (2) at least
10% of the Company’s earnings and profits are attributable to sources within the United States, then for foreign tax credit
purposes, a portion of our dividends would be treated as derived from sources within the United States. Under such circumstances,
with respect to any dividend paid for any taxable year, the United States source ratio of the Company’s dividends for foreign
tax credit purposes would be equal to the portion of the Company’s earnings and profits from sources within the United States
for such taxable year, divided by the total amount of the Company’s earnings and profits for such taxable year.
Consequences of Possible
PFIC Classification
A non-United States entity treated as a corporation for United
States federal income tax purposes will be a PFIC in any taxable year in which, after taking into account the income and assets
of the corporation and certain subsidiaries pursuant to a “look through” rule, either: (1) 75% or more of its gross
income is “passive” income or (2) 50% or more of the average value of its assets is attributable to assets that produce
passive income or are held for the production of passive income. If a corporation is a PFIC in any taxable year that a person holds
shares in the corporation (and was not a qualified electing fund with respect to such year, as discussed below), the shares held
by such person will be treated as shares in a PFIC for all future years (absent an election which, if made, may require the electing
person to pay taxes in the year of the election). A United States Holder of shares in a PFIC would be required to file an annual
information return on IRS Form 8621 containing information regarding the PFIC as required by United States Department of the Treasury
regulations.
While there are legal uncertainties involved in this determination,
including as a result of adverse case law described herein, based upon the Company’s and its subsidiaries’ expected
operations as described herein and based upon the current and expected future activities and operations of the Company and its
subsidiaries, the income of the Company and such subsidiaries from time charters should not constitute “passive income”
for purposes of applying the PFIC rules, and the assets that the Company owns for the production of this time charter income should
not constitute passive assets for purposes of applying the PFIC rules.
Although there is no legal authority directly on point, this
view is based principally on the position that the gross income that the Company and its subsidiaries derive from time charters
constitutes services income rather than passive rental income. The Fifth Circuit Court of Appeals decided in
Tidewater Inc.
v. United States
, 565 F.3d 299 (5th Cir., 2009) that a typical time charter is a lease, and not a contract for the provision
of transportation services. In that case, the court was considering a tax issue that turned on whether the taxpayer was a lessor
where a vessel was under a time charter, and the court did not address the definition of passive income or the PFIC rules; however,
the reasoning of the case could have implications as to how the income from a time charter would be classified under such rules.
If the reasoning of the
Tidewater
case is applied to the Company’s situation and the Company’s or its subsidiaries’
time charters are treated as leases, the Company’s or its subsidiaries’ time charter income could be classified as
rental income and the Company would be a PFIC unless more than 25% of the income of the Company (taking into account the subsidiary
look through rule) is from spot charters plus other active income or an active leasing exception applies. The IRS has announced
that it will not follow the reasoning of the Tidewater case and would have treated the income from the time charters at issue in
that case as services income, including for other purposes of the Code. The Company intends to take the position that all of its
time, voyage and spot chartering activities will generate active services income and not passive leasing income, but in the absence
of direct legal authority specifically relating to the Code provisions governing PFICs, the IRS or a court could disagree with
this position. Although the matter is not free from doubt as described herein, based on the current operations and activities of
the Company and its subsidiaries and on the relative values of the vessels in the Company’s fleet and the charter income
in respect of the vessels, Globus Maritime Limited should not be treated as a PFIC during the taxable year ended December 31, 2016.
Based on the Company’s intention and expectation that
the Company’s subsidiaries’ income from spot, time and voyage chartering activities plus other active operating income
will be greater than 25% of the Company’s total gross income at all relevant times and that the gross value of the vessels
subject to such time, voyage or spot charters will exceed the gross value of all the passive assets the Company owns at all relevant
times, Globus Maritime Limited does not expect that it will constitute a PFIC with respect to a taxable year in 2017 or the near
future thereafter.
The Company will try to manage its vessels and its business
so as to avoid being classified as a PFIC for a future taxable year; however there can be no assurance that the nature of the Company’s
assets, income and operations will remain the same in the future (notwithstanding the Company’s current expectations). Additionally,
no assurance can be given that the IRS or a court of law will accept the Company’s position that the time charters that the
Company’s subsidiaries have entered into or any other time charter that the Company or a subsidiary may enter into will give
rise to active income rather than passive income for purposes of the PFIC rules, or that future changes of law will not adversely
affect this position. The Company has not obtained a ruling from the IRS on its time charters or its PFIC status and does not intend
to seek one. Any contest with the IRS may materially and adversely impact the market for the common shares and the prices at which
they trade. In addition, the costs of any contest on the issue with the IRS will result in a reduction in cash available for distribution
and thus will be borne indirectly by the Company’s shareholders.
If Globus Maritime Limited were to be classified as a PFIC in
any year, each United States Holder of the Company’s shares will be subject (in that year and all subsequent years) to special
rules with respect to: (1) any “excess distribution” (generally defined as any distribution received by a shareholder
in a taxable year that is greater than 125% of the average annual distributions received by the shareholder in the three preceding
taxable years or, if shorter, the shareholder’s holding period for the shares), and (2) any gain realized upon the sale or
other disposition of the common shares. Under these rules:
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the excess distribution or gain will be allocated ratably over the United States Holder’s holding period;
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the amount allocated to the current taxable year and any year prior to the first year in which the Company was a PFIC will be taxed as ordinary income in the current year; and
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the amount allocated to each of the other taxable years in the United States Holder’s holding period will be subject to United States federal income tax at the highest rate in effect for the applicable class of taxpayer for that year, and an interest charge will be added as though the amount of the taxes computed with respect to these other taxable years were overdue.
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In order to avoid the application of the PFIC rules, United
States Holders may make a qualified electing fund, or a QEF, election provided in Section 1295 of the Code in respect of their
common shares. Even if a United States Holder makes a QEF election for a taxable year of the Company, if the Company was a PFIC
for a prior taxable year during which such holder held the common shares and for which such holder did not make a timely QEF election,
the United States Holder would also be subject to the more adverse rules described above. Additionally, to the extent any of the
Company’s subsidiaries is a PFIC, an election by a United States Holder to treat Globus Maritime Limited as a QEF would not
be effective with respect to such holder’s deemed ownership of the stock of such subsidiary and a separate QEF election with
respect to such subsidiary is required. In lieu of the PFIC rules discussed above, a United States Holder that makes a timely,
valid QEF election will, in very general terms, be required to include its pro rata share of the Company’s ordinary income
and net capital gains, unreduced by any prior year losses, in income for each taxable year (as ordinary income and long-term capital
gain, respectively) and to pay tax thereon, even if no actual distributions are received for that year in respect of the common
shares and even if the amount of that income is not the same as the amount of actual distributions paid on the common shares during
the year. If the Company later distributes the income or gain on which the United States Holder has already paid taxes under the
QEF rules, the amounts so distributed will not again be subject to tax in the hands of the United States Holder. A United States
Holder’s tax basis in any common shares as to which a QEF election has been validly made will be increased by the amount
included in such United States Holder’s income as a result of the QEF election and decreased by the amount of nontaxable
distributions received by the United States Holder. On the disposition of a common share, a United States Holder making the QEF
election generally will recognize capital gain or loss equal to the difference, if any, between the amount realized upon such disposition
and its adjusted tax basis in the common share. In general, a QEF election should be made by filing a Form 8621 with the United
States Holder’s federal income tax return on or before the due date for filing such United States Holder’s federal
income tax return for the first taxable year for which the Company is a PFIC or, if later, the first taxable year for which the
United States Holder held common shares. In this regard, a QEF election is effective only if certain required information is made
available by the PFIC. Subsequent to the date that the Company first determines that it is a PFIC, the Company will use commercially
reasonable efforts to provide any United States Holder of common shares, upon request, with the information necessary for such
United States Holder to make the QEF election.
In addition to the QEF election, Section 1296 of the Code permits
United States Holders to make a “mark-to-market” election with respect to marketable shares in a PFIC, generally meaning
shares regularly traded on a qualified exchange or market and certain other shares considered marketable under United States Department
of the Treasury regulations. For this purpose, a class of shares is regularly traded on a qualified exchange or market for any
calendar year during which such class of shares is traded, other than in de minimis quantities, on at least 15 days during each
calendar quarter of the year. Our common shares historically have been regularly traded on the Nasdaq Capital Market or the Nasdaq
Global Market, which are established securities markets. However, if our common shares were to be delisted, then the mark-to-market
election generally would be unavailable to United States Holders. If a United States Holder makes a mark-to-market election in
respect of its common shares, such United States Holder generally would, in each taxable year: (1) include as ordinary income the
excess, if any, of the fair market value of the common shares at the end of the taxable year over such United States Holder’s
adjusted tax basis in the common shares, and (2) be permitted an ordinary loss in respect of the excess, if any, of such United
States Holder’s adjusted tax basis in the common shares over their fair market value at the end of the taxable year, but
only to the extent of the net amount previously included in income as a result of the mark-to-market election (with the United
States Holder’s basis in the common shares being increased and decreased, respectively, by the amount of such ordinary income
or ordinary loss). The consequences of this election may be less favorable than those of a QEF election for United States Holders
that are sensitive to the distinction between ordinary income and capital gain.
United States Holders are urged to consult their tax advisors
as to the consequences of making a mark-to-market or QEF election, as well as other United States federal income tax consequences
of holding shares in a PFIC.
As previously indicated, if the Company were to be classified
as a PFIC for a taxable year in which the Company pays a dividend or the immediately preceding taxable year, dividends paid by
the Company would not constitute “qualified dividend income” and, hence, would not be eligible for the reduced rate
of United States federal income tax.
Sale, Exchange or Other Disposition
of Common Shares
A United States Holder generally will recognize taxable gain
or loss upon a sale, exchange or other disposition of common shares in an amount equal to the difference between the amount realized
by the United States Holder from such sale, exchange or other disposition and the United States Holder’s tax basis in such
common shares. Assuming the Company does not constitute a PFIC for any taxable year, this gain or loss will generally be treated
as long-term capital gain or loss if the United States Holder’s holding period is greater than one year at the time of the
sale, exchange or other disposition. Long term capital gains recognized by a United States Holder other than a corporation are
generally taxed at preferential rates. A United States Holder’s ability to deduct capital losses is subject to limitations.
Net Investment Income Tax
A United States Holder that is an individual or estate, or a
trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on the lesser of
(1) such United States Holder’s “net investment income” (or undistributed “net investment income”
in the case of estates and trusts) for the relevant taxable year and (2) the excess of such United States Holder’s modified
adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000
and $250,000, depending on the individual’s circumstances). A United States Holder’s net investment income will generally
include its gross dividend income and its net gains from the disposition of the common shares, unless such dividends or net gains
are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain
passive or trading activities). Net investment income generally will not include a United States Holder’s pro rata share
of the Company’s income and gain (if we are a PFIC and that United States Holder makes a QEF election, as described above
in “—Consequences of Possible PFIC Classification”). However, a United States Holder may elect to treat inclusions
of income and gain from a QEF election as net investment income. Failure to make this election could result in a mismatch between
a United States Holder’s ordinary income and net investment income. If you are a United States Holder that is an individual,
estate or trust, you are urged to consult your tax advisor regarding the applicability of the net investment income tax to your
income and gains in respect of your investment in the common shares.
United States Federal Income Taxation
of Non-United States Holders
A Non-United States Holder will generally not be subject to
United States federal income tax on dividends paid in respect of the common shares or on gains recognized in connection with the
sale or other disposition of the common shares provided that the Non-United States Holder makes certain tax representations regarding
the identity of the beneficial owner of the common shares, that such dividends or gains are not effectively connected with the
Non-United States Holder’s conduct of a United States trade or business and that, with respect to gain recognized in connection
with the sale or other disposition of the common shares by a non-resident alien individual, such individual is not present in the
United States for 183 days or more in the taxable year of the sale or other disposition and other conditions are met. If the Non-United
States Holder is engaged in a United States trade or business for United States federal income tax purposes, the income from the
common shares, including dividends and gain from the sale, exchange or other disposition of the common stock, that is effectively
connected with the conduct of that trade or business will generally be subject to regular United States federal income tax in the
same manner as discussed above relating to the taxation of United States Holders.
Backup Withholding and Information
Reporting
Information reporting to the IRS may be required with respect
to payments on the common shares and with respect to proceeds from the sale of the common shares. With respect to Non-United States
Holders, copies of such information returns may be made available to the tax authorities in the country in which the Non-United
States Holder resides under the provisions of any applicable income tax treaty or exchange of information agreement. A “backup”
withholding tax may also apply to those payments if:
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a holder of the common shares fails to provide certain identifying information (such as the holder’s taxpayer identification number or an attestation to the status of the holder as a Non-United States Holder);
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such holder is notified by the IRS that he or she has failed to report all interest or dividends required to be shown on his or her federal income tax returns; or
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in certain circumstances, such holder has failed to comply with applicable certification requirements.
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Backup withholding is not an additional tax and may be refunded
(or credited against the holder’s United States federal income tax liability, if any), provided that certain required information
is furnished to the IRS in a timely manner.
Non-United States Holders may be required to establish their
exemption from information reporting and backup withholding by certifying their status on IRS Form W-8BEN, W-8BEN-E, W-8ECI or
W-8IMY, as applicable.
United States Holders of common shares may be required to file
forms with the IRS under the applicable reporting provisions of the Code. For example, such United States Holders may be required,
under Sections 6038, 6038B and/or 6046 of the Code, and the regulations thereunder, to supply the IRS with certain information
regarding the United States Holder, other United States Holders and the Company if (1) such person owns at least 10% of the total
value or 10% of the total combined voting power of all classes of shares entitled to vote or (2) the acquisition of our common
shares, when aggregated with certain other acquisitions that may be treated as related under applicable regulations, exceeds $100,000
in value. In the event a United States Holder fails to file a form when required to do so, the United States Holder could be subject
to substantial tax penalties. You should consult your tax advisor regarding the filing of these forms.
Individual United States Holders who hold certain specified
foreign assets with values in excess of certain dollar thresholds are required to report such assets on IRS Form 8938 with their
United States federal income tax return, subject to certain exceptions (including an exception for foreign assets held in accounts
maintained by financial institutions). Stock in a foreign corporation, including our common shares, is a specified foreign asset
for this purpose. Penalties apply for failure to properly complete and file Form 8938. You should consult your tax advisor regarding
the filing of this form.
We encourage each United States Holder
and Non-United States Holder to consult with his, her or its own tax advisor as to the particular tax consequences to him, her
or it of holding and disposing of the Company’s common shares, including the applicability of any federal, state, local or
foreign tax laws and any proposed changes in applicable law.
EXPENSES
The following are the estimated expenses
of the issuance and distribution of the securities being registered under the registration statement of which this prospectus forms
a part, all of which will be paid by us.
Commission registration fee
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$
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6,438
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FINRA filing fee
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$
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*
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Legal fees and expenses
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$
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*
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Accounting fees and expenses
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$
|
*
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Printing and typesetting expenses
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$
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*
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Blue sky fees and expenses
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$
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*
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Miscellaneous
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$
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*
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Total
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$
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*
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*To be provided by a prospectus supplement or as an exhibit
to a Report on Form 6-K that is incorporated by reference into this registration statement.
LEGAL MATTERS
The validity of the securities offered
by this prospectus with respect to Marshall Islands law and certain other legal matters relating to United States and Marshall
Islands law will be passed upon for us by Watson Farley & Williams LLP, New York, New York.
EXPERTS
The consolidated financial statements of Globus Maritime Limited
appearing in Globus Maritime Limited’s Annual Report (Form 20-F) for the year ended December 31, 2016, have been audited
by Ernst & Young (Hellas) Certified Auditors-Accountants S.A., independent registered public accounting firm, as set forth
in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. Ernst
& Young (Hellas) Certified Auditors-Accountants S.A. is located at Chimarras 8B, 15125, Maroussi, Greece and is registered
as a corporate body with the public register for company auditors-accountants kept with the Body of Certified-Auditors-Accountants
("SOEL"), Greece with registration number 107.
35,130,017
Common Shares
offered
by the Selling Shareholders
PROSPECTUS
May 30, 2017
Globus Maritime (NASDAQ:GLBS)
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From Apr 2024 to May 2024
Globus Maritime (NASDAQ:GLBS)
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From May 2023 to May 2024