SEC Form SC 13D/A filed by Euroseas Ltd. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Common Shares, par value $0.03 per share

(Title of Class of Securities)

(CUSIP Number)

Savvas Georghiades

Synergy Holdings Ltd.

c/o Synergy Marine Limited

16 Leandrou Street

Lakatamia 2328, Cyprus

+357 22 666 147

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

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).

 

SCHEDULE 13D

 

 

  

SCHEDULE 13D

 

 

**	Percentage calculations based on 6,791,847 Common Shares issued and outstanding as of March 31, 2021, as reported in the Form 6-K filed by the Issuer on June 4, 2021.

 

SCHEDULE 13D 

1		NAMES OF REPORTING PERSONS   Andreas Papathomas
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐ (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Cyprus
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER
				8		SHARED VOTING POWER   280,049*
				9		SOLE DISPOSITIVE POWER
				10		SHARED DISPOSITIVE POWER   280,049*
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   280,049*
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
13		PERCENT OF CLASS REPRESENTED IN ROW (11)   4.1%*
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

*	Mr. Papathomas may be deemed to beneficially own 280,049 Common Shares through his ability to exercise voting and dispositive power over the Common Shares beneficially owned by Synergy Holdings Limited and Antigone Limited.

**	Percentage calculations based on 6,791,847 Common Shares issued and outstanding as of March 31, 2021, as reported in the Form 6-K filed by the Issuer on June 4, 2021.

Item 4.	PURPOSE OF TRANSACTION
	Item 4 is hereby amended and supplemented following:
	As previously disclosed, on November 8, 2019, Synergy Holdings Ltd (“Synergy”) entered into a letter agreement with the Issuer (the “Letter Agreement”), pursuant to which the Issuer agreed to issue Common Shares with a value (calculated at the time of issuance) of up to $500,000 to Synergy upon the occurrence of certain events. On November 16, 2020, pursuant to the terms of the Letter Agreement, the Issuer issued 161,357 Common Shares to Synergy. The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, which is attached hereto as Exhibit D and is incorporated herein by reference.
	The Reporting Persons currently intend to sell additional Common Shares at prevailing market prices from time-to-time depending on market conditions. No assurance can be provided that the Reporting Persons will elect to sell Common Shares, or the timing or terms of any such sale.
	Except as disclosed in the Schedule 13D, as amended, no Reporting Person has any present plans or proposals which relate to or would result in the occurrence of any of the events described in Item 4 (a) through (j) of Schedule 13D.

Item 5.	INTEREST IN SECURITIES OF THE ISSUER
	Item 5 is hereby amended and replaced in its entirety with the following:
(a) - (b)	The aggregate percentage of Common Shares reported to be beneficially owned by the Reporting Persons is based upon 6,791,847 Common Shares outstanding as of March 31, 2021, as disclosed in the Form 6-K filed by the Issuer on June 4, 2021. Since and including March 3, 2021, the Reporting Persons have disposed of 409,477 Common Shares, as described in Item 5(c) below. As of the date hereof, the Reporting Persons may be deemed the beneficial owners of the Common Shares as follows:
	Synergy may be deemed to beneficially own 280,049 Common Shares, representing approximately 4.1% of the outstanding Common Shares. Synergy has the sole power to vote and the sole power to dispose of 0 Common Shares and the shared power to vote and the shared power to dispose of 280,049 Common Shares.
	Antigone has the sole power to vote 0 Common Shares and the shared power to vote 280,049 Common Shares. Antigone has the sole power to dispose of 0 Common Shares and the shared power to dispose of 280,049 Common Shares.
	Mr. Papathomas has the sole power to vote 0 Common Shares and the shared power to vote 280,049 Common Shares. Mr. Papathomas has the sole power to dispose of 0 Common Shares and the shared power to dispose of 280,049 Common Shares.

(d)	Not applicable.

(e)	As a result of the transactions described herein, on June 4, 2021 the Reporting Persons ceased to beneficially own more than five percent of the outstanding Common Shares. This Amendment No. 1 is the final amendment to the Schedule 13D and an exit filing for the Reporting Persons.

 

Date: June 22, 2021

 

 

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LETTER AGREEMENT

 

THIS LETTER AGREEMENT (this "Agreement") is dated as of November 8, 2019, and made by and among Euroseas Ltd., a Marshall Islands corporation ("Euroseas"), and Synergy Holdings Limited (formerly known as Nautilus Holdings No. 2 Limited), a Bermuda Company ("Seller").

 

WHEREAS, Euroseas has agreed to purchase the vessels MV SYNERGY BUSAN (IMO: 9450571), MV SYNERGY KEELUNG (IMO: 9450595), MV SYNERGY OAKLAND (IMO: 9450583) and MV SYNERGY ANTWERP (IMO: 9443580) (the "Vessels"), with each Vessel being purchased in a separate transaction pursuant to a Memorandum of Agreement ("MOA") for each Vessel;

 

WHEREAS, in connection with the purchase of the Vessels, Euroseas has agreed to issue certain shares of its common stock, par value $0.03 per share ("Common Stock") to Seller, subject to the terms and conditions set out in this Agreement;

 

WHEREAS, Seller and the Company have entered into an agreement of even date hereof pursuant to which Seller has agreed to purchase shares of Common Stock (the "Stock Purchase Agreement");

 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows, intending to be legally bound:

 

 

(a) On November 16, 2020, Euroseas shall issue to Seller the number of Common Shares determined as follows: US$125,000 multiplied by the number of Vessels actually delivered to Euroseas pursuant to and in compliance with the MOAs divided by the 20-day volume weighted average price of the Common Shares calculated on November 16, 2020 at 4:00 p.m. New York time (the "Initial Shares"); and

(b) On November 16, 2020, Euroseas shall be deemed to have issued such number of Common Shares, having the same value per share as each Initial Share (the "Additional Shares" and, together with the Initial Shares, the "Total Shares"), such that the aggregate value of such Additional Shares constitutes at least the aggregate par value of the Total Shares, and such Additional Shares shall be deemed to have been issued to Seller and returned to Euroseas.

If (i) the Index Value on November 16, 2020 at 4:00 p.m. New York time does not exceed the Index Value on November 15, 2019 at 4:00 p.m. New York time or (ii) Seller does not perform their obligations under Section 1(c) of the Stock Purchase Agreement or (iii) any Vessel seller does not perform all of its post-delivery obligations under the MOAs, except to the extent waived by parties thereto, then the transactions contemplated in (a) and (b) above shall not complete and Euroseas shall not issue the Initial Shares or the Additional Shares to Seller.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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