SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR
15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2020
Commission File Number 001-37889
TOP SHIPS INC.
(Translation of
registrant's name into English)
1 VAS. SOFIAS & MEG.
ALEXANDROU STREET
151 24, MAROUSSI
ATHENS, GREECE
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): [
].
Note: Regulation S-T Rule
101(b)(1) only permits the submission in paper of a Form 6-K if
submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): [
].
Note: Regulation S-T Rule
101(b)(7) only permits the submission in paper of a Form 6-K if
submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws
of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant's "home country"),
or under the rules of the home country exchange on which the
registrant's securities are traded, as long as the report or other
document is not a press release, is not required to be and has not
been distributed to the registrant's security holders, and, if
discussing a material event, has already been the subject of a Form
6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
TOP Ships Inc. (the
“Company”) announced today that it exercised the previously
announced option for the purchase from a company affiliated with
the Company’s Chief Executive Officer of the other 50% ownership
interest in two Marshall Island companies (the “SPVs”) that each
own one ultra-high specification` scrubber-fitted 158,000 dwt eco
Suezmax tanker, both currently under construction in Hyundai Heavy
Industries shipyard in South Korea (“Hyundai”). The Company
has now exercised both purchase options and the consideration due
under the options is $22.0 million, which will be paid in
installments through the vessels’ delivery dates.
Following the exercise of
these options, the Company’s installments due to Hyundai amount to
$122.4 million for the two vessels and are payable in accordance
with key milestones. The Company intends to enter into financing
arrangements for the vessels prior to their delivery from the
shipyard.
The exercises of the 50%
purchase options in the two SPVs were approved by a special
committee composed of independent members of the Company's board of
directors, (the “Transaction Committee”). The Transaction Committee
obtained a fairness opinion relating to the purchase price of the
SPVs from an independent financial advisor at the time the Company
initially entered into the agreement.
The information contained
in this report on Form 6-K is hereby incorporated by reference into
the Company's registration statement on Form F-3 (File No.
333-234281) that was filed with the SEC and became effective on
November 4, 2019.
Cautionary Note Regarding Forward-Looking Statements
Matters discussed in this press release may constitute
“forward-looking statements” within the meaning of the U.S. federal
securities laws. The Private Securities Litigation Reform Act
of 1995 provides safe harbor protections for forward-looking
statements in order to encourage companies to provide prospective
information about their business. Forward-looking statements
include statements concerning plans, objectives, goals, strategies,
future events or performance, and underlying assumptions and other
statements, which are other than statements of historical
facts.
The Company desires to take advantage of the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995 and is
including this cautionary statement in connection with this safe
harbor legislation. The words “believe,” “anticipate,” “intends,”
“estimate,” “forecast,” “project,” “plan,” “potential,” “may,”
“should,” “expect” “pending” and similar expressions identify
forward-looking statements. The forward-looking statements in this
press release are based upon various assumptions, many of which are
based, in turn, upon further assumptions, including without
limitation, our management's examination of historical operating
trends, data contained in our records and other data available from
third parties. Although we believe that these assumptions were
reasonable when made, because these assumptions are inherently
subject to significant uncertainties and contingencies which are
difficult or impossible to predict and are beyond our control, we
cannot assure you that we will achieve or accomplish these
expectations, beliefs or projections.
For further information please contact:
Alexandros Tsirikos
Chief Financial Officer
TOP Ships Inc.
Tel: +30 210 812 8107
Email: atsirikos@topships.org
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
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Evangelos
Pistiolis
Chief
Executive Officer
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