CUSIP No: Y1146L109
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. 1)*
Castor
Maritime Inc.
(Name of Issuer)
Common Shares, $0.001 par value per share
(Title of Class of Securities)
Y1146L109
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of
this statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No: Y1146L109
(1)
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NAMES OF REPORTING PERSONS
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CVI Investments, Inc.
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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(3)
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SEC USE ONLY
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(4)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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(5)
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SOLE VOTING POWER
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0
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(6)
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SHARED VOTING POWER **
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6,676,738
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(7)
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SOLE DISPOSITIVE POWER
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0
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(8)
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SHARED DISPOSITIVE POWER **
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6,676,738
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(9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,676,738
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(10)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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(11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.9%
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(12)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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** Heights Capital Management, Inc. is the investment
manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares.
CUSIP No: Y1146L109
(1)
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NAMES OF REPORTING PERSONS
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Heights Capital Management, Inc.
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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(3)
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SEC USE ONLY
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(4)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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(5)
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SOLE VOTING POWER
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0
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(6)
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SHARED VOTING POWER **
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6,676,738
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(7)
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SOLE DISPOSITIVE POWER
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0
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(8)
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SHARED DISPOSITIVE POWER **
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6,676,738
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(9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,676,738
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(10)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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(11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.9%
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(12)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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** Heights Capital Management, Inc. is the investment
manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares.
CUSIP No: Y1146L109
Item 1.
Castor Maritime Inc. (the “Company”)
(b)
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Address of Issuer’s Principal Executive Offices
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223 Christodoulou
Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus
Item 2(a).
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Name of Person Filing
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This statement is filed by the entities listed below,
who are collectively referred to herein as “Reporting Persons,” with respect to the common shares of the Company, $0.001
par value per share (the “Shares”).
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(i)
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CVI Investments, Inc.
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(ii)
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Heights Capital Management, Inc.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence
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The address of the principal business office of CVI
Investments, Inc. is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights
Capital Management, Inc. is:
101 California Street, Suite 3250
San Francisco,
California 94111
Citizenship is set forth in Row 4 of the cover page for
each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Item 2(d)
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Title of Class of Securities
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Common shares, $0.001 par value per share
Y1146L109
CUSIP No: Y1146L109
Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ________________
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) –
(c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by
reference for each such Reporting Person.
The number of Shares
reported as beneficially owned consists of (i) 4,086,744 Shares, and (ii) Shares issuable upon the exercise of warrants
to purchase Shares (the “Warrants”). The Warrants are not exercisable to the extent that the total number of
Shares then beneficially owned by a Reporting Person and its affiliates and any other persons whose beneficial ownership of Shares
would be aggregated with such Reporting Person for purposes of Section 13(d) of the Exchange Act, would exceed 4.99%.
The Company’s Prospectus Supplement (to Prospectus
dated June 10, 2019, Registration No. 333-232052), filed on January 4, 2021, indicates there were 131,212,376 Shares
outstanding as of December 30, 2020.
Heights Capital Management, Inc., which serves
as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc.
Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest
therein.
CUSIP No: Y1146L109
Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following: x
Item 6.
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Ownership of More than Five Percent on Behalf of Another
Person
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company
or Control
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Person
Not applicable.
Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
Item 9.
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Notice of Dissolution of Group
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Not applicable.
By signing below each of the undersigned
certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No: Y1146L109
SIGNATURES
After reasonable inquiry and to the
best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this
statement is true, complete, and correct.
Dated: February 10, 2021
CVI INVESTMENTS, INC.
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HEIGHTS CAPITAL MANAGEMENT, INC.
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By:
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Heights Capital Management, Inc.
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By:
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/s/ Brian Sopinsky
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pursuant to a Limited Power of
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Name:
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Brian Sopinsky
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Attorney, a copy of which was
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Title:
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Secretary
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previously filed
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By:
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/s/ Brian Sopinsky
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Name:
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Brian Sopinsky
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Title:
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Secretary
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CUSIP No: Y1146L109
EXHIBIT INDEX
EXHIBIT
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DESCRIPTION
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I
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Limited Power of Attorney*
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II
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Joint Filing Agreement*
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*Previously filed