UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under the
Securities Exchange Act of 1934
(Amendment No.
63)*
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TOP SHIPS
INC.
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(Name of Issuer)
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Common Stock, par value $0.01 per
share
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(Title of Class of
Securities)
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Y8897Y164
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(CUSIP Number)
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Dimosthenis Eleftheriadis
11 Kanari Street
106 71 Athens, Greece
011 (30) 210 364 0030
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(Name, Address and Telephone
Number of Person Authorized to Receive
Notices and Communications)
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May 18, 2020
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(Date of Event Which Requires
Filing of This Statement)
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If the filing person has
previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§ 240.13d-1(e), 240.13d‑1(f) or
240.13d-1(g), check the following box ☐.
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Note: Schedules filed in
paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
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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
disclosures provided in a prior cover page.
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The information required on the
remainder of this cover page shall not be deemed to be "filed" for
the purpose 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).
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1.
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NAME OF REPORTING PERSONS
Family Trading Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
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8.
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SHARED VOTING POWER
17,274,140 (1)
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
17,274,140 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
17,274,140 (1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%(2)
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14.
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TYPE OF REPORTING PERSON
CO
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____________________
(1) Represents 17,274,140 Common
Shares issuable upon the conversion of 10,364 Series E Perpetual
Convertible Preferred Stock (the "Series E Preferred Shares") held
by Family Trading Inc. (discussed in Item 6 below).
(2) See Item 5(a)
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1.
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NAME OF REPORTING PERSONS
Tankers Family Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
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8.
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SHARED VOTING POWER
0(1)
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
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0(1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0(1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%(2)
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14.
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TYPE OF REPORTING PERSON
CO
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____________________
(1) On May 8, 2017, the
Issuer (defined below) issued 100,000 shares of Series D
Preferred Stock to Tankers Family Inc. One share of Series D
Preferred Stock has the voting power of 1,000 Common Shares. Shares
of the Series D Preferred Stock are not convertible into Common
Shares. See Item 6.
(2) See Item 5(a).
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1.
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NAME OF REPORTING PERSONS
The Lax Trust
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
New Zealand
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
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8.
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SHARED VOTING POWER
17,274,140
(1)
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
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17,274,140
(1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
17,274,140
(1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%(2)
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14.
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TYPE OF REPORTING PERSON
OO
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____________________
(1) The Lax Trust is an irrevocable trust established for the
benefit of certain family members of Evangelos Pistiolis, the
President, Chief Executive Officer and Director of the Issuer. The
Lax Trust is the sole shareholder of Family Trading Inc. and
Tankers Family Inc., each a Marshall Islands corporation
(collectively, the "Holding Companies") and may be deemed to
beneficially own all of the Common Shares and shares of Series D
Preferred Stock beneficially owned by the Holding Companies, as
applicable.
(2) See Item 5(a).
This Amendment No. 63 (this
"Amendment No. 63") amends and supplements the Schedule
13D/A (the "Schedule 13D/A") filed with the U.S. Securities and
Exchange Commission (the "Commission") by Family Trading Inc.
("Family Trading"), Tankers Family Inc.
("Tankers Family"), and the Lax Trust (the
"Trust") on
April 30, 2020. This Amendment No. 63 is being filed on behalf of
Family Trading, Tankers Family and the Trust (collectively, the
"Reporting Persons").
Capitalized terms used herein but
not otherwise defined shall have the meaning set forth in the
Schedule 13D/A filed with the Commission on April 30, 2020.
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Item 1.
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Security and Issuer
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This Amendment No. 63 is being filed
with respect to the outstanding shares of common stock, par
value $0.01 per share (the "Common Shares") of TOP Ships
Inc., a corporation incorporated in the Marshall Islands (the
"Issuer").
The address of the principal executive offices of the Issuer
is:
1 Vasilisis Sofias and Megalou
Alexandrou Str
15124 Maroussi
Greece
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Item 2.
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Identity and Background.
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(a, b, c and f.) This Amendment No. 63
is being filed on behalf of the Reporting Persons. Unless
otherwise noted, the principal business address of the persons
listed in Item 2 is 11 Kanari Street, 106 71 Athens, Greece.
Unless otherwise
indicated, the present principal occupation of each person is with
the applicable Reporting Person.
The business address of the Trust
is Level 3, 18 Stanley Street, Auckland 1010, New Zealand. The
Trust is an irrevocable trust established under the laws of New
Zealand under an agreement dated March 12, 2015 for the benefit of
certain family members of Evangelos Pistiolis, the President, Chief
Executive Officer and Director of the Issuer. The New Zealand Trust
Corporation Limited is the trustee (the "Trustee") of the
Trust. The Trust may be deemed to own all of the outstanding shares
of the Holding Companies.
Family Trading is a corporation
established under the laws of the Marshall Islands. Its principal
business is acting as an investment holding company. Dimosthenis
Eleftheriadis is the President, Treasurer and Director of Family
Trading and Stylianos Giamanis is the Vice President and Secretary
of Family Trading. Mr. Eleftheriadis is a citizen of Greece and Mr.
Giamanis is a citizen of Greece.
Tankers Family is a corporation
established under the laws of the Marshall Islands. Its principal
business is acting as an investment holding company. Stylianos
Giamanis is the President, Treasurer and Director of Tankers Family
and Dimosthenis Eleftheriadis is the Vice President, Secretary and
Director of Tankers Family. Mr. Giamanis is a citizen of Greece and
Mr. Eleftheriadis is a citizen of Greece.
(d. and e.) To the best of the
Reporting Persons' knowledge, none of the persons listed in Item 2,
including the Trustee, have, during the last five years been (i)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other
Consideration.
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This Amendment No. 63 is being
filed to reflect the issuance of 59,400,000 Common Shares on May
18, 2020, which where were sold pursuant to a securities purchase
agreement between the Issuer and certain institutional investors
dated May 14, 2020, under a prospectus supplement to the Issuer's
shelf registration statement on Form F-3 (333—234281) as part of a
registered direct offering.
More information relating to the
Series E Preferred Shares can be found under Item 6.
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Item 4.
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Purpose of Transaction
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The information set forth in Item
3 of this Amendment No. 63 is hereby incorporated herein by
reference.
Other than as set forth above,
there are no other material changes to this Item 4 from the
Schedule 13D/A filed with the Commission on April 30, 2020.
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Item 5.
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Interest in Securities of the
Issuer.
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Item 5 is hereby amended and restated in its entirety to read
as follows:
(a. and b.) According to
information received from the Issuer, as of May 20, 2020, there
were 274,938,488 Common Shares issued and outstanding. Based on the
foregoing, the Reporting Persons report beneficial ownership of the
following Common Shares:
Family Trading may be deemed to
beneficially own 17,274,140 Common Shares, representing
approximately 5.9% of the outstanding Common Shares. This
percentage ownership is based on 292,212,628 Common Shares
outstanding, which is calculated for this Schedule 13D/A purposes
by taking the sum of (i) 274,938,488 Common Shares issued and
outstanding and (ii) 17,274,140 Common Shares issuable upon the
conversion of 10,364 Series E Preferred Shares held by Family
Trading. Family Trading has the sole power to vote or direct the
vote of 0 Common Shares and the shared power to vote or direct the
vote of 17,274,140 Common Shares. Family Trading has the sole power
to dispose or direct the disposition of 0 Common Shares and the
shared power to dispose or direct the disposition of 17,274,140
Common Shares.
Tankers Family beneficially owns
100,000 shares of Series D
Preferred Stock. One share of Series D Preferred Stock has
the voting power of 1,000 Common Shares. See Item 6.
The Trust may be deemed to
beneficially own 17,274,140 Common Shares, representing
approximately 5.9% of the outstanding Common Shares. This
percentage ownership is based on 292,212,628 Common Shares
outstanding, which is calculated for this Schedule 13D/A purposes
by taking the sum of (i) 274,938,488 Common Shares issued and
outstanding and (ii) 17,274,140 Common Shares issuable upon the
conversion of 10,364 Series E Preferred Shares held by Family
Trading. The Trustee of the Trust has the sole power to vote or
direct the vote of 0 Common Shares and the shared power to vote or
direct the vote of 17,274,140 Common Shares. The Trustee of the
Trust has the sole power to dispose or direct the disposition of 0
Common Shares and the shared power to dispose or direct the
disposition of 17,274,140 Common Shares.
To the best knowledge of the
Reporting Persons, none of the other persons named in response to
Item 2 have the sole power to vote or to direct the vote, the
shared power to vote or direct the vote, the sole power to dispose
or to direct the disposition of the Common Shares that are the
subject of the Schedule 13D/A and this Amendment No. 63. Voting and
disposition of the Common Shares held by the Reporting Persons
require the approval of the Trustee of the Trust.
(c.) Except for those
transactions described herein (see Items 3 and 6), to the best
knowledge of the Reporting Persons, no other transactions in the
Common Shares were effected by the persons enumerated in response
to paragraph (a) during the past 60 days.
(d.) No other person is known to
have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any of the Common
Shares beneficially owned by the Reporting Persons.
(e.) Not applicable.
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Item 6.
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Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the
Issuer.
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The information set forth in Item
3 of this Amendment No. 63 is hereby incorporated herein by
reference.
Series E Perpetual Convertible
Preferred Stock
On March 29, 2019, the Issuer entered into the Stock Purchase
Agreement with Family Trading for the sale of 27,129 newly issued
Series E Preferred Shares at a price of $1,000 per share. The
proceeds of the sale were used for the full and final settlement of
all amounts due under the Amended and Restated Credit Facility
dated September 26, 2017 between Family Trading and the
Issuer.
The following description of the Series E Preferred Shares is
subject to and qualified in its entirety by reference to the
Statement of Designations (the "Statement of Designations")
of the Series E Preferred Shares, including, without limitation,
section 9 of the Statement of Designation relating to certain
adjustments to the Series E Preferred Shares conversion price.
Copies of the Stock Purchase Agreement and Statement of
Designations have been incorporated by reference into this report
as Exhibits I and J, respectively.
The Series E Preferred Shares
have the following characteristics:
Conversion. Each holder of Series E
Preferred Shares, at any time and from time to time, has the right,
subject to certain conditions, to convert all or any portion of the
Series E Preferred Shares then held by such holder into the
Issuer's Common Shares at the conversion rate then in effect. Each
Series E Preferred Share is convertible into the number of the
Issuer's Common Shares equal to the quotient of $1,000 plus any
accrued and unpaid dividends divided by the lesser of the following
four prices (the "Series E Conversion Price"): (i) $1.00,
(ii) 80% of the lowest daily VWAP of the Issuer's Common Shares
over the twenty consecutive trading days expiring on the trading
day immediately prior to the date of delivery of a conversion
notice, (iii) the conversion price or exercise price per share of
any of the Issuer's then outstanding convertible shares or
warrants, (iv) the lowest issuance price of the Issuer's Common
Shares in any transaction from the date of the issuance the Series
E Perpetual Preferred Stock onwards, but in no event will the
Series E Conversion Price be less than $0.60.
Limitations of Conversion. Holders of
the shares of Series E Preferred Shares shall be entitled to
convert the Series E Preferred Shares in full, regardless of the
beneficial ownership percentage of the holder after giving effect
to such conversion.
Voting. The holders of each
Series E Preferred Share are entitled to the voting power of one
thousand (1,000) Common Shares of the Issuer. The holders of
Series E Preferred Shares and the holders of the Issuer's Common
Shares shall vote together as one class on all matters submitted to
a vote of shareholders of the Issuer. The holders of Series E
Preferred Shares have no special voting rights and their consent
shall not be required for taking any corporate action.
Distributions. Upon any liquidation,
dissolution or winding up of the Issuer, the holders of Series E
Preferred Shares shall be entitled to receive the net assets of the
Issuer pari passu with the Common Shares.
Redemption. The Issuer at its
option shall have the right to redeem a portion or all of the
outstanding Series E Preferred Shares. The Issuer shall pay an
amount equal to one thousand dollars ($1,000) per each Series E
Preferred Share (the "Liquidation Amount"), plus a
redemption premium equal to fifteen percent (15%) of the
Liquidation Amount being redeemed if that redemption takes place up
to and including March 29, 2020 and twenty percent (20%) of the
Liquidation Amount being redeemed if that redemption takes place
after March 29, 2020, plus an amount equal to any accrued and
unpaid dividends on such Preferred Shares (collectively referred to
as the "Redemption Amount"). In order to make a redemption,
the Issuer shall first provide one business day advanced written
notice to the holders of his intention to make a redemption (the
"Redemption Notice"), setting forth the amount it desires to
redeem. After receipt of the Redemption Notice, the holders shall
have the right to elect to convert all or any portion of its Series
E Preferred Shares. Upon the expiration of the one business day
period, the Issuer shall deliver to each holder the Redemption
Amount with respect to the amount redeemed after giving effect to
conversions effected during the notice period. The Series E
Preferred Shares shall not be subject to redemption in cash at the
option of the holders thereof under any circumstance.
Dividends. The holders of outstanding
Series E Preferred Shares shall be entitled to receive out of funds
legally available for the purpose, semi-annual dividends payable in
cash on the last day of June and December in each year (each such
date being referred to herein as a "Semi Annual Dividend Payment
Date"), commencing on the first Semi Annual Dividend Payment
Date in an amount per share (rounded to the nearest cent) equal to
fifteen percent (15%) per year of the liquidation amount of the
then outstanding Series E Preferred Shares computed on the basis of
a 365-day year and the actual days elapsed. Accrued but unpaid
dividends shall bear interest at fifteen percent (15%). Dividends
paid on the Series E Preferred Shares in an amount less than the
total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Issuer's Board
of Directors may fix a record date for the determination of holders
of Series E Preferred Shares entitled to receive payment of a
dividend or distribution declared thereon, which record date shall
be no more than 30 days prior to the date fixed for the payment
thereof. Dividends will not be payable in cash, if such payment
violates any provision of any senior secured facility that the
Issuer has entered or (as the case may be) will enter into, or any
senior secured facility for which the Issuer has provided or (as
the case may be) will provide a guarantee, for as long as such
provisions, if any, remain in effect.
Ranking. All Series E Preferred Shares
shall rank pari passu with all classes of the Issuer's Common
Shares.
As of May 20, 2020, upon
conversion at the Series E Conversion Price ($0.60) of 10,364
Series E Preferred Shares currently outstanding, Family Trading
would receive 17,274,140 Common Shares.
Series D
Preferred Stock
On April 21, 2017, the Issuer was
informed by one of its senior lenders, ABN Amro Bank N.V. ("ABN
Amro"), that the Issuer was in breach of a loan covenant that
requires that any member of the family of Mr. Evangelos Pistiolis,
the Issuer's President, Chairman and Chief Executive Officer,
maintain an ownership interest (either directly and/or indirectly
through companies beneficially owned by any member of the Pistiolis
family and/or trusts or foundations of which any member of the
Pistiolis family are beneficiaries) of 30% of the outstanding
Common Shares. ABN Amro requested that either the family of Mr.
Evangelos Pistiolis maintain an ownership interest of at least 30%
of the outstanding Common Shares or maintain a voting rights
interest of above 50% in the Issuer. In order to regain compliance
with the loan covenant, on April 27, 2017, the Issuer's board of
directors authorized the Issuer to create a new class of
non-convertible preferred stock with voting power of one thousand
(1,000) Common Shares per preferred share and grant 100,000 of
these preferred shares to the Pistiolis family. Currently the
Issuer's sale and leaseback agreements with Bank of Communications
Financial Leasing Company, Oriental Fleet International Company
Limited and China Merchants Bank Financial Leasing have similar
provisions that are satisfied with Mr. Pistiolis' holdings of the
Series D Preferred Shares.
On May 8, 2017, the Issuer
issued 100,000 shares of
Series D Preferred Stock to Tankers Family. One share of
Series D Preferred Stock has the voting power of 1,000 Common
Shares. Shares of the Series D Preferred Stock are not convertible
into Common Shares and have no dividend or other economic
rights.
To the best of the Reporting
Persons' knowledge and except as described in this Amendment No.
63, there are no other material changes to this Item 6 from the
Schedule 13D/A filed with the Commission on April 30, 2020.
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Item 7.
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Material to be Filed as
Exhibits.
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Exhibit A
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Joint Filing Undertaking.
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Exhibit B
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Amended Family Trading Credit Facility (incorporated by reference to the
Reporting Persons' Schedule 13D/A filed with the Commission on
March 1, 2017).
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Exhibit C
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Form of Warrant Agreement
(incorporated by reference
to the Issuer's Post-Effective Amendment No. 1 to the Registration
Statement on Form F-1, filed with the Commission on May 9, 2016
(File No. 333-194690)).
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Exhibit D
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Statement of Designations of
Series D Preferred Shares (incorporated by reference to the
Issuer's Current Report on Form 6-K, filed with the Commission on
May 8, 2017).
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Exhibit E
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Addendum to the Amended Family Trading Credit Facility dated
September 26, 2018 (incorporated by reference to the Issuer's
Current Report on Form 6-K, filed with the Commission on October
3,
2018).
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Exhibit F
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Addendum to the Amended Family Trading Credit Facility dated
October 30, 2018.
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Exhibit G
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Addendum to the Amended Family Trading Credit Facility dated
December 31, 2018.
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Exhibit H
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Addendum to the Amended Family Trading Credit Facility dated
January 22, 2019.
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Exhibit I
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Stock Purchase Agreement dated
March 29, 2019 (incorporated by reference to the
Issuer's Current Report on Form 6-K, filed with the Commission on
April 1, 2019).
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Exhibit J
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Statement of Designations of
Series E Perpetual Convertible Preferred Stock dated March 29, 2019
(incorporated by reference
to the Issuer's Current Report on Form 6-K, filed with the
Commission on April 1, 2019).
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SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this
statement is true, complete and correct.
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Dated: May 20, 2020
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FAMILY TRADING INC.
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By:
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/s/ Dimosthenis Eleftheriadis
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Name:
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Dimosthenis Eleftheriadis
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Title:
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President/Director
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TANKERS FAMILY INC.
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By:
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/s/ Dimosthenis Eleftheriadis
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Name:
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Dimosthenis Eleftheriadis
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Title:
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Vice President / Secretary
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THE LAX TRUST
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NEW ZEALAND TRUST CORPORATION LIMITED, as Trustee
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By:
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/s/ Karen Marshall
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Name:
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Karen Marshall
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Title:
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Director
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Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
The
undersigned, being duly authorized thereunto, hereby executes this
agreement as an exhibit to this Schedule 13D/A with respect to the
shares of common stock of TOP Ships Inc. to evidence the agreement
of the below-named parties, in accordance with the rules
promulgated pursuant to the Securities Exchange Act of 1934, as
amended, to file this Schedule 13D/A, and any amendments hereto,
jointly on behalf of each such party.
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Dated: May 20, 2020
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FAMILY TRADING INC.
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By:
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/s/ Dimosthenis Eleftheriadis
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Name:
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Dimosthenis Eleftheriadis
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Title:
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President / Director
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TANKERS FAMILY INC.
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By:
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/s/ Dimosthenis Eleftheriadis
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Name:
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Dimosthenis Eleftheriadis
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Title:
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Vice President / Secretary
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THE LAX TRUST
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NEW ZEALAND TRUST CORPORATION LIMITED, as Trustee
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By:
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/s/ Karen Marshall
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Name:
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Karen Marshall
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Title:
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Director
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