Report of Foreign Issuer (6-k)
July 17 2017 - 5:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2017
Commission File Number: 001-35132
BOX SHIPS INC.
(Name of Registrant)
15 Karamanli Ave., GR 166 73, Voula, Greece
(Address of principal executive
office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F
x
Form
40-F
¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
¨
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):
¨
On July 12, 2017, Box Ships
Inc. (the “
Company
”) entered into an exchange agreement (the “
Exchange Agreement
”) with an
unrelated third party and holder (the “
Holder
”) of 36,900 shares of 9.00% Series C Cumulative Redeemable Perpetual
Preferred Shares issued by the Company, with each share having a liquidation value of $25.00 per share, for an aggregate liquidation
value of $922,500 (collectively, the “
Preferred Shares
”), pursuant to which the Holder agreed to exchange the
Preferred Shares (the “
Preferred Shares Exchange
”) for a $143,910 principal amount convertible note (the “
Exchange
Note
”). The Preferred Shares Exchange closed on July 17, 2017.
The Exchange Note will
mature on July 12, 2018 and will not bear interest, except upon an event of default, as set forth in the Exchange Note.
The Exchange Note will
be convertible into the Company’s common shares, par value $0.01 per share (“
Common Stock
”) at a conversion
price equal to 60% of the lowest volume weighted average price of the Common Stock during the 21 trading days prior to the conversion
date (the Common Stock, as converted, the “
Conversion Shares
”). At no time will the Holder be entitled to convert
any portion of the Exchange Note to the extent that after such conversion, the Holder (together with its affiliates) would beneficially
own more than 4.99% of our outstanding Common Stock as of such date. The Exchange Note contains standard anti-dilution protection.
The Exchange Note includes
customary event of default provisions, and provides for a default interest rate of 18%. Upon the occurrence of an event of default,
the Holder may require the Company to redeem all or any portion of the Exchange Note (including any Late Charges, as defined in
the Exchange Note), in cash, at a price equal to the greater of (i) the product of (A) the amount to be redeemed multiplied by
(B) 127.5% (or 100% if an insolvency related event of default) and (ii) the product of (X) the conversion price in effect at that
time multiplied by (Y) the product of (1) 127.5% (or 100% if an insolvency related event of default) multiplied by (2) the greatest
closing sale price of the Company’s Common Stock on any trading day during the period commencing on the date immediately
preceding such event of default and ending on the date the Company makes the entire redemption payment required to be made. The
Company has the right at any time to redeem all, but not less than all, of the total outstanding amount then remaining under the
Exchange Note in cash at a price equal to 127.5% of the total amount of the Exchange Note then outstanding.
The Exchange Agreement
contains customary representations, warranties and covenants by, among and for the benefit of the parties. The Exchange Agreement
also provides for indemnification of the Holder and its affiliates in the event that the Holder incurs losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses related to a breach by us of any of our representations, warranties or covenants
under the Exchange Agreement.
The Company’s issuance
of the Exchange Note is exempt from registration under the Securities Act of 1933, as amended (the “
1933 Act
”)
pursuant to the exemption from registration provided by Section 3(a)(9) of the 1933 Act. The Company’s issuance
of the Conversion Shares is exempt from registration under the 1933 Act pursuant to the exemption from registration provided by
Rule 903 of Regulation S. This Report of Foreign Private Issuer on Form 6-K shall not constitute an offer to sell,
the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing descriptions
of the transaction and the transaction documents are not complete and are subject to and qualified in their entirety by reference
to the transaction documents, all of which are filed as exhibits hereto and are incorporated herein by reference. The transaction
documents have been included to provide investors and security holders with information regarding their terms. They are not intended
to provide any other financial information about us or our subsidiaries and affiliates. The representations, warranties and covenants
contained in the Exchange Agreement were made only for purposes of that agreement and as of specific dates; were solely for the
benefit of the parties to the Exchange Agreement; may be subject to limitations agreed upon by the parties, including being qualified
by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Exchange Agreement
instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any
description thereof as characterizations of the actual state of facts or condition of us or our subsidiaries or affiliates. Moreover,
information concerning the subject matter of the representations, warranties and covenants may change after the date of the Exchange
Agreement, which subsequent information may or may not be fully reflected in public disclosures by us.
The following exhibits
are filed herewith:
SIGNATURE
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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BOX SHIPS INC.
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Date: July 17, 2017
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By:
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/s/ GEORGE SKRIMIZEAS
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George Skrimizeas
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Chief Operating Officer
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