Report of Foreign Issuer (6-k)
April 14 2017 - 10:20AM
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 April 2017
Commission File Number: 333-191564
BOSTON CARRIERS, INC.
(Name of Registrant)
29 Karneadou Str., Athens
10675 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 [ ] 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):
Copies to:
Marc J. Ross, Esq.
Sichenzia Ross Ference Kesner LLP
61 Broadway, 32
nd
Floor
New York, New York 10006
Telephone: (212) 930-9700
BOSTON CARRIERS,
INC.
On February 14, 2017, Harris Frangos
resigned as a member of the Board of Directors (the “
Board
”) of Boston Carriers, Inc. (the “
Company
”).
Effective March 3, 2017, the Board
appointed William Corbett to serve as a Director of the Company.
On April 7, 2017, at the Annual Meeting
of Shareholders of the Company, the Company’s shareholders approved: (i) a resolution granting the Board discretionary authority
to amend the Company’s Amended and Restated Articles of Incorporation to effect one or more reverse stock splits of the
Company’s issued and outstanding shares of common stock in a ratio between 1-for-2 to 1-for-30,000, with the exact ratio
within that range to be determined by the board (the “
Reverse Stock Split
”); (ii) a resolution granting the
Board discretionary authority to amend and restate the Company’s Amended and Restated Articles of Incorporation in order
to provide more clarity and simplify the provisions relating to the Company’s capital structure and to authorize the creation
of shares of “blank check” preferred stock; and (the “
Charter Amendments
”) (iii) the ratification
of our independent registered public accounting firm (the “
Auditor Ratification
”).
As of March 3, 2017, the record date
for the meeting, the Company had outstanding and entitled to vote 2,825,246,959 shares of common stock.
The vote for each proposal was as follows:
Proposal
|
|
For
|
|
|
Against
|
|
Withheld
|
|
Abstain
|
|
|
1.
Reverse Stock Split
|
|
2,002,362,057
|
|
|
242,158,192
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
Charter Amendments
|
|
2,044,247,965
|
|
|
154,623,007
|
|
|
|
45,749,997
|
|
|
|
|
|
|
|
|
|
|
|
|
3. Auditor
Ratification
|
|
2,141,923,000
|
|
|
86,904,969
|
|
|
|
15,793,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
This report on Form 6-K (including
the exhibits hereto) shall not be deemed “filed” for the purposes of the Securities Exchange Act of 1934, as amended,
and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such filing.
The Company files reports on Form 6-K
with the US Securities and Exchange Commission (SEC) pursuant to the requirements of the Securities Exchange Act of 1934, as amended.
The SEC reports of the Company are available to the public over the internet at the SEC’s website at www.sec.gov and from
the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 (telephone 1-800-SEC-0330).
Forward-looking statements
This Form 6-K and the information incorporated
by reference in this Form 6-K include statements that constitute forward-looking statements. In addition, in the future the Company
and others on its behalf may make statements that constitute forward-looking statements. When evaluating forward-looking statements,
you should carefully consider the cautionary statement regarding forward-looking information, the risk factors and other information
set forth in the Company’s reports on Form 6-K furnished to or filed with the SEC, and other uncertainties and events.
No Offer to Sell Securities
The attached information is not an
offer to sell or a solicitation of an offer to purchase any security in the United States or elsewhere and shall not constitute
an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or
sale would be unlawful. No securities may be offered or sold within the United States or to U.S. persons absent registration or
an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will
be made by means of a prospectus that may be obtained from any issuer of such securities and that will contain detailed information
about us.
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.
|
BOSTON
CARRIERS, INC.
|
|
|
|
By:
/s/ Antonios Bertsos
|
|
Antonios
Bertsos
|
Date: April
14, 2017
|
Chief
Executive Officer
|
Boston Carriers (CE) (USOTC:BSTN)
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