UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) *

(Amendment No. 8)*

  

GLOBUS MARITIME LIMITED
(Name of Issuer)
 
Common Shares, par value $0.004 per share
(Title of Class of Securities)
 
Y27265308
(CUSIP Number)
 

Georgios Feidakis

128 Vouliagmenis Avenue, 2 nd Floor

166 74 Glyfada, Athens, Greece

+ 30 210 960 8300

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 
November 15, 2018
(Date of Event Which Requires Filing of the Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

This information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

  

 

1.

 

NAME OF REPORTING PERSONS

 

Firment Shipping Inc.

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)     ¨

(b)    x

 

 

3.

 

SEC USE ONLY

 

 

4.

 

SOURCE OF FUNDS

AF

 

5.

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o

 

 

6.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Marshall Islands

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

7.

 

SOLE VOTING POWER

2,158,164.7*

 

8.

 

SHARED VOTING POWER

 0

 

9.

 

SOLE DISPOSITIVE POWER

2,158,164.7

 

10.

 

 

SHARED DISPOSITIVE POWER

0

 

11.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,158,164.7 (see Items 3 and 5) *

 

 

12.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(SEE INSTRUCTIONS)

¨

 

 

13.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

54.7 % (see Items 3 and 5) **

 

 

14.

 

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

 

 

* The foregoing amount includes 738,001.7 common shares that are issuable upon exercise of warrants that are held by Firment Shipping Inc.

 

** Percentage calculations consider 3,944,508.7 common shares to be outstanding following the Issuer’s 1-for-10 reverse stock split which took effect as of the opening of trading on October 15, 2018, as stated in the Issuer’s announcement dated October 8, 2018 included as Exhibit 99.1 to the Issuer’s Form 6-K furnished on October 9, 2018, of which (a) 3,206,507 common shares are currently outstanding; and (b) 738,001.7 common shares that could be issued upon exercise of warrants that are held by Firment Shipping Inc.

  

 

 

  

 

1.

 

NAME OF REPORTING PERSONS

 

Georgios Feidakis

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)    ¨

(b)   x

 

 

3.

 

SEC USE ONLY

 

 

4.

 

SOURCE OF FUNDS

AF

 

 

5.

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o

 

 

6.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Greece

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

7.

 

SOLE VOTING POWER

0

 

 

8.

 

SHARED VOTING POWER

2,158,164.7*

 

9.

 

SOLE DISPOSITIVE POWER

0

 

 

10.

 

 

SHARED DISPOSITIVE POWER

2,158,164.7*

 

11.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,158,164.7 (see Items 3 and 5)*

 

12.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(SEE INSTRUCTIONS)

¨

 

 

13.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (10)

54.7 % (see Items 3 and 5)**

 

 

 

14.

 

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

 

* The foregoing amount includes 738,001.7 common shares that are issuable upon exercise of warrants that are held by Firment Shipping Inc. Mr. Feidakis may be deemed to beneficially own common shares through Firment Shipping Inc., a Marshall Islands corporation controlled by Mr. Feidakis.

 

** Percentage calculations consider 3,944,508.7 common shares to be outstanding following the Issuer’s 1-for-10 reverse stock split which took effect as of the opening of trading on October 15, 2018, as stated in the Issuer’s announcement dated October 8, 2018 included as Exhibit 99.1 to the Issuer’s Form 6-K furnished on October 9, 2018, of which (a) 3,206,507 common shares are currently outstanding; and (b) 738,001.7 common shares that could be issued upon exercise of warrants that are held by Firment Shipping Inc.

  

 

 

  

ITEM 1. SECURITY AND ISSUER.

 

This statement constitutes Amendment No. 8 on Schedule 13D (this “ Amendment ”) relating to the common shares, par value $0.004 per share (the “ Common Shares ”), of Globus Maritime Limited, a Marshall Islands corporation (the “ Issuer ”). The principal executive office and mailing address of the Issuer is 128 Vouliagmenis Ave., 2 nd Floor, 166 74 Glyfada, Athens, Greece. This Amendment amends and supplements the existing Schedule 13D on file, as it is has been amended and supplemented from time to time. Except as specifically amended by this Amendment, the Schedule 13D, as amended, is unchanged.

 

ITEM 2. IDENTITY AND BACKGROUND.

 

(a)       This Amendment is being filed on behalf of (i) Firment Shipping Inc., a Marshall Islands corporation (“ Firment Shipping ”); and (ii) Georgios Feidakis, a Greek national (“ Mr. Feidakis ”). Firment Shipping and Mr. Feidakis are collectively referred to as the “ Reporting Persons ”. Mr. Feidakis may be deemed to control Firment Shipping.

 

(b)       The principal business address of Firment Shipping is 17 Ifigenias street, 2007 Strovolos, Nicosia, Cyprus. The principal business address of Mr. Feidakis is 128 Vouliagmenis Ave., 2 nd Floor, 166 74 Glyfada, Athens, Greece.

 

(c)       The principal business of Firment Shipping is to act as an investment holding company. Mr. Feidakis is an entrepreneur and his present principal occupation is as Chairman of the Board of Directors of F.G. Europe S.A. and as director and executive of several of its subsidiaries.

 

(d and e) None of the Reporting Persons or persons identified in this Item 2, has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)       The sole director of Firment Shipping is Marios Lazarou, a citizen of Cyprus. Mr. Lazarou is an attorney and his occupation in Firment Shipping is as director/president/secretary/treasurer. Mr. Feidakis is a Greek citizen.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

Item 3 is hereby supplemented by adding the following:

 

From November 14 – December 7, 2018, through a series of open market transactions pursuant to Rule 144 by sales of shares which were effected through Nasdaq, Firment Shipping sold an aggregate of 433,765 Common Shares for gross procees of $2,060,372.93, which reduced its shareholding in the Issuer to 2,158,164.7 shares (which number includes 738,001.7 Common Shares that are issuable upon exercise of warrants). See Schedule A for more detailed information.

   

ITEM 4. PURPOSE OF TRANSACTION.

 

Firment Shipping holds its Common Shares for investment purposes, and to potentially acquire more Common Shares or dispose of them. The Common Shares that Mr. Feidakis may be deemed to beneficially own are held for investment purposes, but as the Chairman of the Board of Directors of the Issuer and a significant shareholder, Mr. Feidakis may have influence over the corporate activities of the Issuer, including activities which would relate to, or result in any of the actions enumerated in the instructions for the completion of Item 4 of Schedule 13D. Any future decision of Mr. Feidakis to take any such actions with respect to the Issuer or its securities will take into account various factors, including the prospects of the Issuer, general market and economic conditions and other factors deemed relevant.

 

See also Item 6 relating to the Revolving Credit Facility Agreement.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

 

(a and b) Percentage calculations consider 3,944,508.7 Common Shares to be outstanding following the Issuer’s 1-for-10 reverse stock split which took effect as of the opening of trading on October 15, 2018, as stated in the Issuer’s announcement dated October 8, 2018 included as Exhibit 99.1 to the Issuer’s Form 6-K furnished on October 9, 2018, of which (a) 3,206,507 Common Shares are currently outstanding; and (b) 738,001.7 Common Shares that could be issued upon exercise of warrants that are held by Firment Shipping Inc.

 

The Reporting Persons may be deemed the beneficial owners of the Common Shares as follows:

 

Firment Shipping may be deemed to beneficially own 2,158,164.7 Common Shares (which number includes 738,001.7 Common Shares that are issuable upon exercise of warrants), representing approximately 54.7% of the outstanding Common Shares. Firment Shipping has the sole power to vote and the sole power to dispose of 2,158,164.7 Common Shares (which number includes 738,001.7 Common Shares that are issuable upon exercise of warrants) and the shared power to vote and the shared power to dispose of 0 Common Shares.

 

 

 

 

Mr. Feidakis may be deemed to beneficially own 2,158,164.7 Common Shares, representing approximately 54.7% of the outstanding Common Shares (which number includes 738,001.7 Common Shares that are issuable upon exercise of warrants). Mr. Feidakis may be deemed to beneficially own 2,158,164.7 Common Shares through Firment Shipping, a company controlled by him (which number includes 738,001.7 Common Shares that are issuable upon exercise of warrants).

 

Mr. Feidakis has the sole power to vote 0 Common Shares and the shared power to vote 2,158,164.7 Common Shares (which number includes 738,001.7 Common Shares that are issuable upon exercise of warrants). Mr. Feidakis has the sole power to dispose of 0 Common Shares and the shared power to dispose of 2,158,164.7 Common Shares (which number includes 738,001.7 Common Shares that are issuable upon exercise of warrants).

 

No other persons named in response to Item 2 have the sole or shared power to vote or to direct the vote, to dispose or to direct the disposition of the Common Shares that are the subject of this Schedule 13D.

 

(c) Except as set forth on Schedule A attached hereto, no transactions in the Common Stock were effected by the Reporting Persons, or to the knowledge of the Reporting Persons, nor by any executive officer or director of the Reporting Persons, or to their knowledge, since the most recent filing of Schedules 13D by the Reporting Persons.

 

(d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares.

 

(e) Not applicable.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

On November 21, 2018, the Issuer entered into a Revolving Credit Facility Agreement (the “Revolving Credit Facility Agreement”) to borrow up to US$15 million from Firment Shipping Inc. The Revolving Credit Facility carries an interest rate of seven percent (7%) per annum. It also carries a conversion clause, pursuant to which at any time during the term of the loan, the Issuer and only the Issuer, shall have the right, in its sole option, to convert in whole or in part the outstanding unpaid principal amount and accrued but unpaid interest under the Revolving Credit Facility Agreement into Common Shares. The Common Shares that may be issued pursuant to the Revolving Credit Facility Agreement are not included as beneficially owned by the Reporting Persons because they have no control or right over when Common Shares may be issued thereunder, or how many Common Shares may be issued. A copy of the Revolving Credit Facility Agreement is attached as Exhibit H and is incorporated by reference herein.

 

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit G and is incorporated by reference herein.

 

To the knowledge of the Reporting Persons, other than as sert forth in the exhibits hereto, there are no other contracts, arrangements, understandings or relationships among the persons named in Item 2 with respect to any securities of the Issuer, except as described herein and in previous Schedule 13Ds of the Reporting Persons.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

 

Exhibit G. Joint Filing Agreement
   
Exhibit H. Revolving Credit Facility Agreement between the Issuer and Firment Shipping Inc. (incorporated by reference to Exhibit 99.2 to the Report on Form 6-K (File No. 001-34985) of the Issuer filed on November 26, 2018)

 

In addition to the aforementioned exhibits, all previously filed exhibits to Schedule 13D and to its Amendments are also exhibits to this Amendment No. 8 and are incorporated by reference hereto as if contained herein.   

 

 

 

  

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  December 10, 2018  
  (Date)  
     
     
  FIRMENT SHIPPING INC.  
     
     
  By:  /s/ Marios Lazarou  
    Name: Marios Lazarou  
    Title: Sole Director, President, Secretary and Treasurer  

  

  /s/ Georgios Feidakis  
  Georgios Feidakis*  

  

* The Reporting Person disclaims beneficial ownership in the Common Shares reported herein except to the extent of their pecuniary interest therein.

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, Provided, however , that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

( see 18 U.S.C. 1001).

   

 

 

 

Exhibit G

 

JOINT FILING AGREEMENT

 

The undersigned agree that this Schedule 13D, and any amendments hereto, relating to the common shares, par value $0.004 per share, of Globus Maritime Limited shall be filed on behalf of the undersigned.

 

  December 10, 2018  
  (Date)  
     
     
  FIRMENT SHIPPING INC.  
     
     
  By:  /s/ Marios Lazarou  
    Name: Marios Lazarou  
   

Title: Sole Director, President,

Secretary and Treasurer

 
     

 

  /s/ Georgios Feidakis  
  Georgios Feidakis  

 

 

 

 

Schedule A

 

Trx Date  Quantity Total quantity per
sale day
Price Average Price per sale date
15.11.2018  -25’798   -60’746 5.7241 5.8504     
15.11.2018  -24’202   6.0493
15.11.2018  -10’746   5.7056
16.11.2018  -27’726   -38’061 5.8451 5.8890    
16.11.2018  -10’335  6.0067
19.11.2018  -25’488   -29’788 4.9573 4.9917   
19.11.2018  -4’300  5.1953
20.11.2018  -26’858   -88’554 4.6760 4.7429      
20.11.2018  -23’142  4.7781
20.11.2018  -19’401  4.7539
20.11.2018  -19’153  4.7829
21.11.2018  -35’676   -37’024 4.7780 4.7878    
21.11.2018  -1’348  5.0458
23.11.2018  -6’409  -6’409.00 4.7500 4.7500 
26.11.2018  -19’500  -19’500.00 4.6104 4.6104 
27.11.2018  -20’000   -40’697.00 4.5046 4.5853     
27.11.2018  -10’000  4.6023
27.11.2018  -10’000  4.7009
27.11.2018  -697  5.0000
28.11.2018  -4’050   -4’750.00 4.7566 4.7556   
28.11.2018  -700  4.7500
29.11.2018  -500   -19’744.00 4.7050 -4.4655   
29.11.2018  -19’244  4.4593
30.11.2018  -2’458  -2’458.00 4.4037 4.4037 
03.12.2018  -16’554  -16’554.00 4.1132 4.1132 
07.12.2018  -25’836   -69’480.00 3.2896 3.4292    
07.12.2018  -26’525  3.4725
07.12.2018  -17’119  3.5727
Total as of 07.12.2018 -433’765      

 

 

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