Report of Foreign Issuer (6-k)
February 06 2018 - 6:08AM
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 February 2018
Commission
File Number: 000-51672
FREESEAS
INC.
(Name
of Registrant)
20,
Amerikis Street.
Athens,
Greece 10671
(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 ☒ 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
February 2, 2018, FreeSeas Inc. (the “Company”) filed an amendment to its Amended and Restated Articles of Incorporation
to effectuate a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per
share. A copy of the amendment is attached hereto as Exhibit 3.01.
As
previously disclosed on a Form 6-K filed on December 20, 2017, on December 19, 2017, the shareholders of the Company authorized
the Board of Directors of the Company to effect one or more reverse splits of the Company’s issued and outstanding common
stock at a ratio within the range from 1-for-2 up to 1-for-20,000, at any time prior to December 19, 2018, at the discretion of
the Company’s Board of Directors.
On
December 27, 2017, the Company’s Board of Directors authorized a reverse stock split at a ratio of 1-for-5,000, which will
be effective at 12:01 a.m. New York time (5:01 p.m. Marshall Islands time) on February 6, 2018. As a result of the reverse stock
split, every 5,000 shares of the Company’s pre-reverse split common stock will be combined and reclassified into one share
of the Company’s common stock. No fractional shares of common stock will be issued as a result of the reverse stock split.
Stockholders who otherwise would be entitled to a fractional share shall receive the next higher number of whole shares.
The
par value and other terms of Company’s common stock were not affected by the reverse stock split. The Company’s post-reverse
split common shares have a new CUSIP number, Y26496243. The Company’s transfer agent, American Stock Transfer & Trust
Company, LLC, is acting as exchange agent for the reverse stock split and will send instructions to shareholders of record regarding
the exchange of certificates for common stock.
On
February 5, 2018, the Company issued the press release relating to the reverse stock split. A copy of the press release that discusses
these matters is filed as Exhibit 99.01 to, and incorporated by reference in, this report.
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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FREESEAS
INC.
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Date: February
6, 2018
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By:
|
/s/
DIMITRIS FILIPPAS
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Dimitris
Filippas
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Chief
Financial Officer
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2
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