Report of Foreign Issuer (6-k)
31 July 2017 - 9:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of July 2017
Commission
File Number: 001-33655
PARAGON
SHIPPING INC.
(Name
of Registrant)
15
Karamanli Ave., GR 166 73, Voula, Greece
(Address
of principal executive office)
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 ☒ 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): ☐
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): ☐
On
July 28, 2017, Paragon Shipping Inc. (the “Company”) filed an amendment to its Amended and Restated Articles of Incorporation
to effectuate a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per
share. A copy of the amendment is attached hereto as Exhibit 3.01.
As
previously disclosed on a Form 6-K filed on June 15, 2017, on June 15, 2017, the shareholders of the Company authorized the Company’s
Board of Directors (the “Board of Directors”) to effect one or more reverse splits of the Company’s issued and
outstanding common stock at a ratio within the range from 1-for-2 up to 1-for-1,000, at any time prior to June 15, 2018, at the
discretion of the Board of Directors.
On
July 11, 2017, the Board of Directors authorized a reverse stock split at a ratio of 1-for-100 (the “Reverse Split”)
which became effective with the Republic of the Marshall Islands at 12:01 a.m. New York time (5:01 p.m. Marshall Islands time)
on July 31, 2017. The Reverse Split will become effective with the OTC Markets at the open of business on July 31, 2017. As a
result of the Reverse Split, every 100 shares of the Company’s pre-reverse split common stock will be combined and reclassified
into one share of the Company’s common stock. No fractional shares of common stock will be issued as a result of the Reverse
Split. Stockholders who otherwise would be entitled to a fractional share shall receive the next higher number of whole shares.
The
par value and other terms of Company’s common stock were not affected by the reverse stock split. The Company’s post-reverse
split common shares have a new CUSIP number, Y6728Q202. The Company’s transfer agent, Computershare Trust Company Inc. is
acting as exchange agent for the Reverse Split and will send instructions to shareholders of record regarding the exchange of
certificates for common stock.
The
following exhibit is filed herewith:
SIGNATURE
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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PARAGON
SHIPPING INC.
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Date:
July 31, 2017
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By:
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/s/
GEORGE SKRIMIZEAS
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George Skrimizeas
Chief Operating Officer
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