Report of Foreign Issuer (6-k)

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 2016

Commission File Number: 001-33655

PARAGON SHIPPING 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): ¨

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

This Report on Form 6-K contains information regarding a reverse stock split of the outstanding class A common stock of Paragon Shipping Inc.

This Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-192517) filed with the U.S. Securities and Exchange Commission with an effective date of January 8, 2014.

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Reverse Stock Split

On February 22, 2016, Paragon Shipping Inc. (the “Company”) filed Articles of Amendment to its Amended and Restated Articles of Incorporation to effectuate a reverse stock split of the Company’s issued and outstanding shares of class A 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 February 16, 2016, on February 12, 2016, the shareholders of the Company authorized the Company’s board of directors (the “Board of Directors”) 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-50, at any time prior to February 12, 2017, at the discretion of the Board of Directors.

On February 16, 2016, the Board of Directors authorized a reverse stock split at a ratio of 1-for-38, which will be effective at 12:01 a.m. New York time (5:01 p.m. Marshall Islands time) on March 1, 2016. As a result of the reverse stock split, every 38 shares of the Company’s pre-reverse split class A common stock will be combined and reclassified into one share of the Company’s class A 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, Y6728Q145. The Company’s transfer agent, Computershare Trust Company, N.A. and Computershare Inc. 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 29, 2016, 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:

Exhibit Number		Description

3.01		Articles of Amendment to the Amended and Restated Articles of Incorporation, as filed with the Registrar of Corporations of the Marshall Islands on February 22, 2016.

99.01		Press Release, issued by Paragon Shipping Inc. on February 29, 2016

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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.

	PARAGON SHIPPING INC.

Date: February 29, 2016	By:	/s/ GEORGE SKRIMIZEAS
	George Skrimizeas
	Chief Operating Officer

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Exhibit 3.01

	ARTICLES OF AMENDMENT

	OF

	PARAGON SHIPPING INC. Reg. No. 18649

	REPUBLIC OF THE MARSHALL ISLANDS

	REGISTRAR OF CORPORATIONS

	DUPLICATE COPY

	The original of this Document was filed in accordance with Section 5 of the Business Corporations Act on

NON RESIDENT

	February 22, 2016

	/s/ Elizabeth Caswell
	Deputy Registrar

ARTICLES OF AMENDMENT OF
AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

PARAGON SHIPPING INC.

UNDER SECTION 90 OF
THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT

I, Michael Bodouroglou, as the Chief Executive Officer of Paragon Shipping Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Corporation”), for the purpose of amending the Amended and Restated Articles of Incorporation of the Corporation pursuant to Section 90 of the Business Corporations Acts, as amended, hereby certify that:

1.

The name of the Corporation is PARAGON SHIPPING INC;

2.

The Articles of Incorporation were filed with the Registrar of Corporations as of April 26, 2006 and were subsequently amended on October 20, 2006 and October 26, 2006;

3.

The Articles of Incorporation as amended, were amended and restated on November 20, 2006 and April 7, 2010;

4.

The Articles of Incorporation as amended and restated, were further amended on November 2, 2012;

5.

Section “Reverse Stock Split” of Article D of the Amended and Restated Articles of Incorporation which was added in the Amended and Restated Articles of Incorporation on November 2, 2012 is hereby deleted in its entirely, and the following shall be inserted in its place:

“Effective as of 5:01 p.m., Marshall Islands time on March 1, 2016 (12:01 a.m., New York time on March 1, 2016), every thirty-eight (38) shares of class A common stock of the Corporation then issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined, converted and changed into one (1) share of class A common stock of the Corporation (the “Reverse Stock Split”); provided, however, that the number and par value of shares of common stock and the number and par value of shares of preferred stock authorized pursuant to this Paragraph D shall not be altered. No fractional shares shall be issued upon the Reverse Stock Split. All shares of class A common stock (including fractions thereof) issuable upon the Reverse Stock Split to a given holder shall be aggregated for purposes of determining whether the Reverse Stock Split would result in the issuance of any fractional share. If, after the aforementioned aggregation, the Reverse Stock Split would result in the issuance of a fraction of a share of class A common stock, the Corporation shall, in lieu of issuing any such fractional share, round such fractional share up to the nearest whole share.”

6.

All of the other provisions of the Amended and Restated Articles of Incorporation shall remain unchanged.

7.

This amendment of the Amended and Restated Articles of Incorporation was authorized by actions of the Board of Directors and a vote of the holders of the majority of all outstanding shares of the Corporation with a right to vote thereon at the Special Meeting of Shareholders of the Corporation held on February 12, 2016;

IN WITNESS WHEREOF, I have executed this Amendment to the Amended and Restated Articles of Incorporation on this 22^nd day of February, 2016.

	/s/ Michael Bodouroglou
	Name: Michael Bodouroglou
	Title: Chief Executive Officer

Exhibit 99.01

Paragon Shipping Inc. Announces Reverse Stock Split

February 29, 2016 – Athens, Greece – Paragon Shipping Inc. (NASDAQ: PRGN) (“Paragon” or the “Company”) today announced that its Amended and Restated Articles of Incorporation are being further amended to effect a reverse stock split of the Company’s issued and outstanding Class A common shares at a ratio of one new share for every 38 shares currently outstanding.

The Company anticipates that its common stock will begin trading on a split-adjusted basis when the market opens on March 1, 2016. The Company’s Class A common shares will continue to trade under the symbol “PRGN.” The common shares will also trade under a new CUSIP number Y6728Q145.

The reverse stock split will consolidate 38 shares of common stock into one share of common stock at par value of $0.001 per share. The reverse stock split will not affect any shareholder’s ownership percentage of Paragon’s common shares, except to the limited extent that the reverse stock split would result in any shareholder owning a fractional share. Fractional shares of common stock will be rounded up to the nearest whole share.

After the reverse stock split takes effect, shareholders holding physical share certificates will receive instructions from Computershare Trust Company, N.A. and Computershare Inc., the Company’s exchange agent, regarding the process for exchanging their shares.

About Paragon Shipping Inc.

Paragon Shipping is an international shipping company incorporated under the laws of the Republic of the Marshall Islands with executive offices in Athens, Greece, specializing in the transportation of drybulk cargoes. Paragon Shipping’s current fleet consists of six drybulk vessels with a total carrying capacity of 297,879 dwt. In addition, Paragon Shipping’s current newbuilding contracts consist of two Ultramax and three Kamsarmax drybulk carriers with scheduled deliveries in the first quarter of 2016. The Company’s common shares and Paragon Notes trade on the NASDAQ Capital Market under the symbols “PRGN” and “PRGNL,” respectively.

For more information, visit: www.paragonship.com. The information contained on Paragon Shipping’s website does not constitute part of this press release.

Forward-Looking Statements

Certain statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Act of 1995. These forward-looking statements are based on our current expectations and beliefs and are subject to a number of risk factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to any statements regarding the Exchange Offer and Consent Solicitation. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected as well as other risks that have been included in filings with the Securities and Exchange Commission, all of which are available at www.sec.gov.

Contacts:

Paragon Shipping Inc.
ir@paragonshipping.gr

DresnerAllenCaron

Rudy Barrio (Investors)

rbarrio@dresnerallencaron.com

(212) 691-8087