CTRM Castor Maritime Inc

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On July 12, 2020 Castor Maritime Inc. (the “Company” or “we” or “our”) entered into a securities purchase agreement with certain unaffiliated institutional investors to issue 57,750,000 of its common shares (the “Common Shares”) in a registered direct offering and 57,750,000 warrants (“Warrants”) to purchase Common Shares in a concurrent private placement for a purchase price of $0.30 per Common Share and Warrant.

Among other things, the warrant is exercisable for $0.35 per Common Share and has a term of 5 years. If a registration statement registering the resale of the Common Shares underlying the Warrants under the Securities Act of 1933 is not effective or available at any time after the six month anniversary of the date of issuance of the Warrants, the holder may, in its sole discretion, elect to exercise the Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth in the Warrant. If we do not issue the shares in a timely fashion, the Warrant contains certain damages provisions. A holder will not have the right to exercise any portion of the Warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of our Common Shares outstanding immediately after giving effect to the exercise, as such percentage of beneficial ownership is determined in accordance with the terms of the Warrants. However, any holder may increase or decrease such percentage, but not in excess of 9.99%, provided that any increase will not be effective until the 61st day after such election. The exercise price of the Warrants is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Common Shares and also upon any distributions of assets, including cash, stock or other property to our shareholders. If a fundamental transaction occurs, then the successor entity will succeed to, and be substituted for us, and may exercise every right and power that we may exercise and will assume all of our obligations under the Warrants with the same effect as if such successor entity had been named in the Warrant itself. If holders of our Common Shares are given a choice as to the securities, cash or property to be received in a fundamental transaction, then the holder shall be given the same choice as to the consideration it receives upon any exercise of the Warrant following such fundamental transaction. In addition, we or the successor entity, at the request of warrant holders, will be obligated to purchase any unexercised portion of the Warrants in accordance with the terms of such Warrants.  We have also agreed to file a registration statement to register the resale of the Common Shares underlying the Warrants within 30 days of the closing of the transactions contemplated by the securities purchase agreement.

Attached to this report on Form 6-K as Exhibit 99.2 is a copy of the press release of the Company dated July 15, 2020 titled “Castor Maritime Inc. Announces Closing of $17.3 Million Registered Direct Offering”. 

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. 333-232052) that was filed with the SEC on June 10, 2019 and declared effective on June 21, 2019.

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