SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF
FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of
May 2020
Commission File
Number 001-37889
TOP SHIPS
INC.
(Translation of registrant's name into
English)
1 VAS.
SOFIAS & MEG.
ALEXANDROU
STREET
151 24,
MAROUSSI
ATHENS,
GREECE
(Address of
principal executive offices)
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): [ ].
Note: Regulation S-T Rule 101(b)(1)
only permits the submission in paper of a Form 6-K if submitted
solely to provide an attached annual report to security
holders.
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): [ ].
Note: Regulation S-T Rule 101(b)(7)
only permits the submission in paper of a Form 6-K if submitted to
furnish a report or other document that the registrant foreign
private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or
legally organized (the registrant's "home country"), or under the
rules of the home country exchange on which the registrant's
securities are traded, as long as the report or other document is
not a press release, is not required to be and has not been
distributed to the registrant's security holders, and, if
discussing a material event, has already been the subject of a Form
6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On May 8, 2020, TOP Ships
Inc. (the “Company”) (NASDAQ:TOPS) announced that it acquired for
$18 million from a company affiliated with the Company’s Chief
Executive Officer, a 100% ownership interest in three Marshall
Island companies that each own one ultra-high specification
scrubber-fitted 50,000 dwt eco MR product/chemical tanker, all
currently under construction in Hyundai Mipo shipyard in South
Korea. The consideration will be paid in instalments through
the vessels’ delivery dates. The three tankers are scheduled to be
delivered in the first quarter of 2021. The Company also
anticipates it will enter into financing arrangements for the
vessels prior to their delivery from the shipyard.
The acquisitions were
approved by a special committee composed of independent members of
the Company's board of directors, (the “Transaction Committee”).
The Transaction Committee obtained a fairness opinion relating to
the consideration paid in this transaction from an independent
financial advisor.
Each of the three product
tankers have time charters with Central Tankers Chartering Inc, a
company affiliated with the Company’s Chief Executive Officer, for
a firm term of five years plus two additional optional years. The
total potential gross revenue backlog from these contracts is about
$127.5 million.
Forward-Looking Statements
Matters
discussed in this report may constitute forward-looking statements.
The Private Securities Litigation Reform Act of 1995 provides safe
harbor protections for forward-looking statements in order to
encourage companies to provide prospective information about their
business. Forward-looking statements include statements concerning
plans, objectives, goals, strategies, future events or performance,
and underlying assumptions and other statements, which are other
than statements of historical facts.
The
Company desires to take advantage of the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995 and is
including this cautionary statement in connection with this safe
harbor legislation. The words “believe,” “anticipate,” “intends,”
“estimate,” “forecast,” “project,” “plan,” “potential,” “may,”
“should,” “expect” “pending” and similar expressions identify
forward-looking statements. The forward-looking statements in this
report are based upon various assumptions, many of which are based,
in turn, upon further assumptions, including without limitation,
our management's examination of historical operating trends, data
contained in our records and other data available from third
parties. Although we believe that these assumptions were reasonable
when made, because these assumptions are inherently subject to
significant uncertainties and contingencies which are difficult or
impossible to predict and are beyond our control, we cannot assure
you that we will achieve or accomplish these expectations, beliefs
or projections.
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. 333-234281) that was filed with the SEC and
became effective on November 4, 2019.
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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By:
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Evangelos Pistiolis
Chief Executive Officer
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