|
|
|
|
|
|
Republic of the Marshall Islands
(State or other jurisdiction of
incorporation or organization)
|
|
N/A
(I.R.S. Employer
Identification No.)
|
Diana Shipping Inc.
Pendelis 16
175 64 Palaio Faliro
Athens, Greece
011 (30) 210 947-0100
(Address and telephone number of Registrant’s principal executive offices)
|
|
Seward & Kissel LLP
Attention: Edward S. Horton, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
(Name, address and telephone number of agent for service)
|
|
|
|
|
Copies to:
|
|
|
Edward S. Horton, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200 (telephone number)
(212) 480-8421 (facsimile number)
|
|
|
|
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
1
|
PROSPECTUS SUMMARY
|
2
|
RISK FACTORS
|
4
|
USE OF PROCEEDS
|
5
|
CAPITALIZATION
|
6
|
PLAN OF DISTRIBUTION
|
7
|
TAX CONSIDERATIONS
|
8
|
DESCRIPTION OF CAPITAL STOCK
|
9
|
DESCRIPTION OF DEBT SECURITIES
|
14
|
DESCRIPTION OF WARRANTS
|
20
|
DESCRIPTION OF PURCHASE CONTRACTS
|
21
|
DESCRIPTION OF RIGHTS
|
22
|
DESCRIPTION OF UNITS
|
23
|
ENFORCEABILITY OF CIVIL LIABILITIES
|
24
|
EXPENSES
|
25
|
LEGAL MATTERS
|
25
|
EXPERTS
|
25
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
26
|
VESSEL
|
SISTER SHIPS*
|
GROSS RATE (USD PER DAY)
|
COM**
|
CHARTERERS
|
DELIVERY DATE TO CHARTERERS***
|
REDELIVERY DATE TO OWNERS****
|
NOTES
|
|
BUILT DWT
|
||||||||
9 Ultramax Bulk Carriers
|
||||||||
1
|
DSI Phoenix
|
A
|
13,250
|
5.00%
|
ASL Bulk Marine Limited
|
4/Nov/22
|
6/May/2024
|
|
2017 60,456
|
16,500
|
5.00%
|
Bulk Trading SA
|
6/May/2024
|
1/Aug/2025 - 30/Sep/2025
|
|||
2
|
DSI Pollux
|
A
|
14,000
|
4.75%
|
Cargill Ocean Transportation (Singapore) Pte. Ltd.
|
28/Dec/23
|
20/Aug/2025 - 20/Oct/2025
|
|
2015 60,446
|
||||||||
3
|
DSI Pyxis
|
A
|
14,250
|
5.00%
|
ASL Bulk Marine Limited
|
24/Sep/23
|
10/Oct/2024 - 10/Dec/2024
|
|
2018 60,362
|
||||||||
4
|
DSI Polaris
|
A
|
13,100
|
5.00%
|
ASL Bulk Marine Limited
|
12/Nov/22
|
14/Jul/2024 - 29/Jul/2024
|
1
|
2018 60,404
|
||||||||
5
|
DSI Pegasus
|
A
|
14,000
|
5.00%
|
Reachy Shipping (SGP) Pte. Ltd.
|
7/Dec/22
|
15/Jul/2024 - 15/Sep/2024
|
|
2015 60,508
|
||||||||
6
|
DSI Aquarius
|
B
|
14,500
|
5.00%
|
Stone Shipping Ltd
|
18/Jan/24
|
1/Dec/2024 - 1/Feb/2025
|
|
2016 60,309
|
||||||||
7
|
DSI Aquila
|
B
|
12,500
|
5.00%
|
Western Bulk Carriers AS
|
11/Nov/23
|
10/Nov/2024 - 10/Jan/2025
|
|
2015 60,309
|
||||||||
8
|
DSI Altair
|
B
|
13,800
|
5.00%
|
Western Bulk Carriers AS
|
23/Jun/23
|
10/Aug/2024 - 10/Oct/2024
|
|
2016 60,309
|
||||||||
9
|
DSI Andromeda
|
B
|
13,500
|
5.00%
|
Bunge SA, Geneva
|
27/Nov/23
|
20/Feb/2025 - 20/Apr/2025
|
2, 3
|
2016 60,309
|
||||||||
6 Panamax Bulk Carriers
|
||||||||
10
|
LETO
|
14,500
|
4.75%
|
Cargill International S.A., Geneva
ASL Bulk Shipping Limited
|
29/Jan/23
|
3/May/2024
|
||
2010 81,297
|
16,000
|
5.00%
|
3/May/2024
|
1/Mar/2025 - 30/Apr/2025
|
||||
11
|
SELINA
|
C
|
12,000
|
4.75%
|
Cargill International S.A., Geneva
|
20/May/23
|
15/Sep/2024 - 15/Nov/2024
|
|
2010 75,700
|
||||||||
12
|
MAERA
|
C
|
13,750
|
5.00%
|
ST Shipping and Transport Pte. Ltd.
|
29/Jan/24
|
20/Nov/2024 - 20/Jan/2025
|
|
2013 75,403
|
||||||||
13
|
ISMENE
|
12,650
|
5.00%
|
Paralos Shipping Pte., Ltd.
|
13/Sep/23
|
10/Mar/2025 - 10/Jun/2025
|
||
2013 77,901
|
||||||||
14
|
CRYSTALIA
|
D
|
11,250
|
5.00%
|
Reachy Shipping (SGP) Pte. Ltd.
|
6/Sep/23
|
13/Apr/2024
|
4
|
2014 77,525
|
13,900
|
5.00%
|
Louis Dreyfus Company Freight Asia Pte. Ltd.
|
4/May/2024
|
4/Feb/2026 - 4/Jun/2026
|
|||
15
|
ATALANDI
|
D
|
13,250
|
4.75%
|
Aquavita International S.A.
Quadra Commodities SA
|
15/Feb/23
|
29/Apr/2024
|
5
|
2014 77,529
|
15,800
|
5.00%
|
28/May/2024
|
12/Jul/2024
|
6
|
|||
6 Kamsarmax Bulk Carriers
|
||||||||
16
|
MAIA
|
E
|
13,500
|
5.00%
|
ST Shipping and Transport Pte. Ltd.
|
23/Sep/23
|
15/Jul/2024 - 20/Aug/2024
|
1
|
2009 82,193
|
||||||||
17
|
MYRSINI
|
E
|
15,000
|
5.00%
|
Salanc Pte. Ltd.
|
22/Nov/22
|
25/Jun/2024
|
|
2010 82,117
|
17,100
|
5.00%
|
Cobelfret S.A. Luxembourg
|
25/Jun/2024
|
1/Feb/2025 - 25/Mar/2025
|
|||
18
|
MEDUSA
|
E
|
14,250
|
5.00%
|
ASL Bulk Shipping Limited
|
14/May/23
|
10/Feb/2025 - 15/Apr/2025
|
|
2010 82,194
|
||||||||
19
|
MYRTO
|
E
|
12,650
|
5.00%
|
Cobelfret S.A., Luxemburg
|
15/Jul/23
|
1/Nov/2024 - 15/Jan/2025
|
|
2013 82,131
|
||||||||
20
|
ASTARTE
|
15,000
|
5.00%
|
Reachy Shipping (SGP) Pte. Ltd.
|
29/Apr/23
|
1/Aug/2024 - 1/Oct/2024
|
||
2013 81,513
|
||||||||
21
|
LEONIDAS P. C.
|
17,000
|
5.00%
|
Ming Wah International Shipping Company Limited
|
22/Feb/24
|
20/Aug/2025 - 20/Oct/2025
|
||
2011 82,165
|
||||||||
5 Post-Panamax Bulk Carriers
|
||||||||
22
|
ALCMENE
|
16,000
|
5.00%
|
Triangle Merchant Maritime Co., Limited
|
24/Mar/24
|
1/Jun/2024
|
7
|
|
2010 93,193
|
13,150
|
5.00%
|
China Steel Express Corporation
|
1/Jun/24
|
16/Jul/2024
|
6
|
||
23
|
AMPHITRITE
|
F
|
5.00%
|
Cobelfret S.A., Luxembourg
|
||||
2012 98,697
|
15,000
|
13/Jan/24
|
15/Nov/2024 - 15/Jan/2025
|
8
|
||||
24
|
POLYMNIA
|
F
|
15,000
|
5.00%
|
Cobelfret S.A., Luxemburg
Reachy Shipping (SGP) Pte. Ltd.
|
14/Jan/23
|
8/Jun/2024
|
9, 10
|
2012 98,704
|
17,500
|
5.00%
|
8 /Jun/2024
|
1/Aug/2025 - 30/Sept/2025
|
||||
25
|
ELECTRA
|
G
|
14,500
|
5.00%
|
Cobelfret S.A., Luxemburg
Aquavita International S.A.
|
13/Apr/23
|
3/Jun/2024
|
|
2013 87,150
|
14,000
|
4.75%
|
3/Jun/2024
|
15/Oct/2025 - 31/Dec/2025
|
||||
26
|
PHAIDRA
|
G
|
12,250
|
4.75%
|
Aquavita International S.A.
|
9/May/23
|
1/Sep/2024 - 15/Nov/2024
|
|
2013 87,146
|
||||||||
9 Capesize Bulk Carriers
|
||||||||
27
|
SEMIRIO
|
H
|
14,150
|
5.00%
|
Solebay Shipping Cape Company Limited, Hong Kong
|
18/Aug/23
|
20/Nov/2024 - 30/Jan/2025
|
|
2007 174,261
|
||||||||
28
|
HOUSTON
|
H
|
13,000
|
5.00%
|
EGPN Bulk Carrier Co., Limited
|
21/Nov/22
|
15/Jul/2024 - 31/Aug/2024
|
1, 11
|
2009 177,729
|
||||||||
29
|
NEW YORK
|
H
|
16,000
|
5.00%
|
SwissMarine Pte. Ltd., Singapore
|
11/Jun/23
|
1/Oct/2024 - 7/Dec/2024
|
|
2010 177,773
|
||||||||
30
|
SEATTLE
|
I
|
17,500
|
5.00%
|
Solebay Shipping Cape Company Limited, Hong Kong
|
1/Oct/23
|
15/Jul/2025 - 30/Sep/2025
|
|
2011 179,362
|
||||||||
31
|
P. S. PALIOS
|
I
|
31,000
|
5.00%
|
Classic Maritime Inc.
|
11/Jun/22
|
7/May/2024
|
|
2013 179,134
|
27,150
|
5.00%
|
Bohai Shipping (HEBEI) Co., Ltd
|
7/May/24
|
1/Nov/2025 - 31/Dec/2025
|
|||
32
|
G. P. ZAFIRAKIS
|
J
|
17,000
|
5.00%
|
Solebay Shipping Cape Company Limited, Hong Kong
|
12/Jan/23
|
15/Jul/2024 - 15/Aug/2024
|
1
|
2014 179,492
|
||||||||
33
|
SANTA BARBARA
|
J
|
21,250
|
5.00%
|
Smart Gain Shipping Co., Limited
|
7/May/23
|
10/Oct/2024 - 10/Dec/2024
|
12
|
2015 179,426
|
||||||||
34
|
NEW ORLEANS
|
20,000
|
5.00%
|
Kawasaki Kisen Kaisha, Ltd.
|
7/Dec/23
|
15/Aug/2025 - 31/Oct/2025
|
12, 13
|
|
2015 180,960
|
||||||||
35
|
FLORIDA
|
25,900
|
5.00%
|
Bunge S.A., Geneva
|
29/Mar/22
|
29/Jan/2027 - 29/May/2027
|
3
|
|
2022 182,063
|
||||||||
4 Newcastlemax Bulk Carriers
|
||||||||
36
|
LOS ANGELES
|
K
|
17,700
|
5.00%
|
Nippon Yusen Kabushiki Kaisha, Tokyo
|
15/Jan/23
|
20/Jul/2024 - 5/Aug/2024
|
1
|
2012 206,104
|
||||||||
37
|
PHILADELPHIA
|
K
|
22,500
|
5.00%
|
Nippon Yusen Kabushiki Kaisha, Tokyo
|
4/Feb/24
|
20/Apr/2025 - 20/Jul/2025
|
|
2012 206,040
|
||||||||
38
|
SAN FRANCISCO
|
L
|
22,000
|
5.00%
|
SwissMarine Pte. Ltd., Singapore
|
18/Feb/23
|
5/Jan/2025 - 5/Mar/2025
|
|
2017 208,006
|
||||||||
39
|
NEWPORT NEWS
|
L
|
20,000
|
5.00%
|
Nippon Yusen Kabushiki Kaisha, Tokyo
|
20/Sep/23
|
10/Mar/2025 - 10/Jun/2025
|
|
2017 208,021
|
||||||||
* Each dry bulk carrier is a “sister ship”, or closely similar, to other dry bulk carriers that have the same letter.
|
||||||||
** Total commission percentage paid to third parties.
|
||||||||
*** In case of newly acquired vessel with time charter attached, this date refers to the expected/actual date of delivery of the vessel to the Company.
|
||||||||
**** Range of redelivery dates, with the actual date of redelivery being at the Charterers’ option, but subject to the terms, conditions, and exceptions of the
particular charterparty.
|
||||||||
1. Based on latest information.
|
||||||||
2. The fixture includes the option for redelivery of vessel east of Suez against a gross ballast bonus of US$250,000.
|
||||||||
3. Bareboat chartered-in for a period of ten years.
|
||||||||
4. Vessel on scheduled drydocking during the period from April 13, 2024 to May 4, 2024.
5. Vessel on scheduled drydocking during the period from April 29, 2024 to May 28, 2024.
|
||||||||
6. Redelivery date based on an estimated time charter trip duration of about 45 days.
|
||||||||
7. Redelivery date based on an estimated time charter trip duration of about 70 days.
|
||||||||
8. The charter rate will be US$12,250 per day for the first 30 days of the charter period.
|
||||||||
9. The charter rate was US$10,000 per day for the first 30 days of the charter period.
|
||||||||
10. Charterers will compensate the Owners at a rate of US$20,000 per day for the excess period commencing from May 31, 2024 until the actual redelivery date.
|
||||||||
11. Vessel has been sold and it is expected to be delivered to her new Owners by latest September 16, 2024.
|
||||||||
12. Bareboat chartered-in for a period of eight years.
|
||||||||
13. Vessel off hire for 7.43 days.
|
||||||||
|
•
|
a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;
|
|
•
|
purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;
|
|
•
|
ordinary brokerage transactions and transactions in which a broker solicits purchasers; or
|
|
•
|
trading plans entered into by us pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are in place at
the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of our securities on the basis of parameters described in such trading plans.
|
•
|
enter into transactions involving short sales of our common stock by broker-dealers;
|
|
•
|
sell common stock short and deliver the shares to close out short positions;
|
|
•
|
enter into option or other types of transactions that require us to deliver common stock to a broker-dealer, who will then resell or transfer the common
stock under this prospectus; or
|
|
•
|
loan or pledge the common stock to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.
|
•
|
the designation, aggregate principal amount and authorized denominations;
|
|
•
|
the issue price, expressed as a percentage of the aggregate principal amount;
|
|
•
|
the maturity date;
|
|
•
|
the interest rate per annum, if any;
|
|
•
|
if the debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the date on
which payment of interest will commence and the regular record dates for interest payment dates;
|
|
•
|
whether the debt securities will be our senior or subordinated securities;
|
|
•
|
whether the debt securities will be our secured or unsecured obligations;
|
|
•
|
the applicability of and terms of any guarantees;
|
|
•
|
any period or periods during which, and the price or prices at which, we will have the option to or be required to redeem or repurchase the debt securities
of the series and the other material terms and provisions applicable to such redemption or repurchase;
|
|
•
|
any optional or mandatory sinking fund provisions;
|
•
|
any conversion or exchangeability provisions;
|
|
•
|
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which debt securities of the series will be issuable;
|
|
•
|
if other than the full principal amount, the portion of the principal amount of the debt securities of the series which will be payable upon acceleration
or provable in bankruptcy;
|
|
•
|
any events of default not set forth in this prospectus;
|
|
•
|
the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the
United States of America;
|
|
•
|
if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the debt securities
of the series are stated to be payable, the period or periods within which, and the terms and conditions upon which, the election may be made;
|
|
•
|
whether interest will be payable in cash or additional securities at our or the holder’s option and the terms and conditions upon which the election may be
made;
|
|
•
|
if denominated in a currency or currencies other than the currency of the United States of America, the equivalent price in the currency of the United
States of America for purposes of determining the voting rights of holders of those debt securities under the applicable indenture;
|
|
•
|
if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or
currency other than that in which the debt securities of the series are stated to be payable, the manner in which the amounts will be determined;
|
|
•
|
any covenants or other material terms relating to the debt securities, which may not be inconsistent with the applicable indenture;
|
|
•
|
whether the debt securities will be issued in the form of global securities or certificates in registered form;
|
|
•
|
any listing on any securities exchange or quotation system;
|
|
•
|
additional provisions, if any, related to defeasance and discharge of the debt securities; and
|
|
•
|
any other special features of the debt securities.
|
•
|
our ability to incur either secured or unsecured debt, or both;
|
|
•
|
our ability to make certain payments, dividends, redemptions or repurchases;
|
|
•
|
our ability to create dividend and other payment restrictions affecting our subsidiaries;
|
|
•
|
our ability to make investments;
|
|
•
|
mergers and consolidations by us;
|
|
•
|
sales of assets by us;
|
|
•
|
our ability to enter into transactions with affiliates;
|
|
•
|
our ability to incur liens; and
|
|
•
|
sale and leaseback transactions.
|
•
|
default in any payment of interest when due which continues for 30 days;
|
|
•
|
default in any payment of principal or premium when due;
|
|
•
|
default in the deposit of any sinking fund payment when due;
|
|
•
|
default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after we receive notice of the
default;
|
|
•
|
default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly
responsible or liable therefor) having a principal amount in excess of a minimum amount set forth in the applicable subsequent filings, whether such indebtedness now exists or is hereafter created, which default shall have resulted in such
indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive notice of
the default; and
|
|
•
|
events of bankruptcy, insolvency or reorganization.
|
•
|
the title of such warrants;
|
|
•
|
the aggregate number of such warrants;
|
|
•
|
the price or prices at which such warrants will be issued;
|
|
•
|
the currency or currencies in which the price of such warrants will be payable;
|
|
•
|
the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified
currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of such warrants;
|
|
•
|
the price at which, and the currency or currencies in which, the securities or other rights purchasable upon exercise of such warrants may be purchased;
|
|
•
|
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
|
|
•
|
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
|
|
•
|
if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such
security;
|
|
•
|
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
|
|
•
|
information with respect to book-entry procedures, if any;
|
|
•
|
if applicable, a discussion of any material U.S. federal income tax considerations; and
|
|
•
|
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
|
•
|
debt or equity securities issued by us, a basket of such securities, an index or indices of such securities, or any combination of the above as specified in the applicable
prospectus supplement; or
|
|
•
|
currencies.
|
•
|
the exercise price for the rights;
|
|
•
|
the number of rights issued to each stockholder;
|
|
•
|
the extent to which the rights are transferable;
|
|
•
|
any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights;
|
|
•
|
the date on which the right to exercise the rights will commence and the date on which the right will expire;
|
|
•
|
the amount of rights outstanding;
|
|
•
|
the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; and
|
|
•
|
the material terms of any standby underwriting arrangement entered into by us in connection with the rights offering.
|
•
|
the terms of the units and of the rights, purchase contracts, warrants, debt securities, preferred shares, and/or common stock (including related preferred
stock purchase rights) comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
|
|
•
|
a description of the terms of any unit agreement governing the units;
|
|
•
|
if applicable, a discussion of any material U.S. federal income tax considerations; and
|
|
•
|
a description of the provisions for the payment, settlement, transfer or exchange of the units.
|
Commission Registration Fee
|
$ | 73,800 |
(1)
|
|
FINRA Filing Fee
|
*
|
|||
NYSE Supplemental Listing Fee
|
*
|
|||
Legal Fees and Expenses
|
*
|
|||
Accounting Fees and Expenses
|
*
|
|||
Printing and Engraving Expenses
|
*
|
|||
Transfer Agent and Registrar Fees and Expenses
|
*
|
|||
Indenture Trustee Fees and Expenses
|
*
|
|||
Blue Sky Fees and Expenses
|
*
|
|||
Miscellaneous
|
*
|
|||
Total
|
*
|
•
|
Our Annual Report on Form 20-F for the year ended December
31, 2023, filed with the Commission on April 5, 2024, which contains our audited consolidated financial statements for the most recent fiscal year for which those statements have been filed;
|
|
•
|
Our Report on Form 6-K, furnished to the Commission on April 5,
2024;
|
|
•
|
Our Report on Form 6-K, furnished to the Commission on April 11,
2024;
|
|
•
|
Our Report on Form 6-K, furnished to the Commission on April 18,
2024;
|
|
•
|
Our Report on Form 6-K, furnished to the Commission on April 25,
2024;
|
|
•
|
Our Report on Form 6-K, furnished to the Commission on April 29,
2024;
|
|
•
|
Our Report on Form 6-K, furnished to the Commission on May 22, 2024;
|
|
•
|
Our Report on Form 6-K, furnished to the Commission on May 28, 2024;
|
|
•
|
||
•
|
Our Report on Form 6-K, furnished to the Commission on June 4, 2024;
|
|
•
|
Our Report on Form 6-K, furnished to the Commission on June 11,
2024;
|
|
•
|
Our Report on Form 6-K, furnished to the Commission on June 14, 2024;
|
|
•
|
•
|
Our Report on Form 6-K, furnished to the
Commission on June 21, 2024;
|
(1)
|
Actions not by or in right of the corporation. A corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
|
|
(2)
|
Actions by or in right of the corporation. A corporation shall have the power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of
the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and
reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not, opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the
extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
|
|
(3)
|
When director or officer successful. To the extent that a director or officer of a corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including
attorneys’ fees) actually and reasonably incurred by him in connection therewith.
|
|
(4)
|
Payment of expenses in advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may
be paid in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section.
|
|
(5)
|
Indemnification pursuant to other rights. The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.
|
|
(6)
|
Continuation of indemnification. The indemnification and advancement of expenses provided by, or granted pursuant
to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of
such a person.
|
|
(7)
|
Insurance. A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was
a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have
the power to indemnify him against such liability under the provisions of this section.
|
(a)
|
Under Rule 415 of the Securities Act,
|
|||
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement unless the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement, or is contained in a form of a prospectus filed pursuant to Rule 424(b) that is part of the registration statement;
|
|||
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
|
|||
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
registration statement; and
|
|||
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement.
|
|||
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|||
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the
offering.
|
|||
(4)
|
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any
delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a
post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.
Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or
Rule 3-19 under the Securities Act of 1933 if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Form F-3.
|
|||
(5)(i)
|
That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser;
|
|||
(A)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this Registration Statement as of the date the filed
prospectus was deemed part of and included in this Registration Statement; and
|
|||
(B)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to
an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date.
|
|||
(6)
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such
purchaser:
|
|||
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
|||
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
|
|||
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
|
|||
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
|||
(b)
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the
registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
|
|||
(c)-(d)
|
Not applicable.
|
|||
(e)
|
The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to provide such interim financial information.
|
|||
(f)-(g)
|
Not applicable.
|
|||
(h)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
|
|||
(i)
|
Not applicable.
|
|||
(j)
|
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
|
|||
(k)
|
Not applicable.
|
|
DIANA SHIPPING INC.
|
|
|
|
|
|
By:
|
/s/ Semiramis Paliou
|
|
Name:
|
Semiramis Paliou
|
|
Title:
|
Director and Chief Executive Officer
|
|
|
|
Signature
|
|
Title
|
|
|
|
/s/ Semiramis Paliou
|
|
Director and Chief Executive Officer
|
Semiramis Paliou
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Simeon P. Palios
|
|
Director and Chairman of the Board
|
Simeon P. Palios
|
|
|
|
|
|
/s/ Anastasios Margaronis
|
|
Director and President
|
Anastasios Margaronis
|
|
|
|
|
|
/s/ Ioannis Zafirakis
|
|
Director, Chief Financial Officer, Chief Strategy Officer, Treasurer and Secretary
|
Ioannis Zafirakis
|
|
(Principal Financial Officer)
|
|
|
|
/s/ Eleftherios Papatrifon
|
|
Director
|
Eleftherios Papatrifon
|
|
|
|
|
|
/s/ Maria Dede
|
|
Chief Accounting Officer
|
Maria Dede
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ Simon Frank Peter Morecroft
|
|
Director
|
Simon Frank Peter Morecroft
|
|
|
|
|
|
/s/ Konstantinos Psaltis
|
|
Director
|
Konstantinos Psaltis
|
|
|
|
|
|
/s/ Kyriacos Riris
|
|
Director
|
Kyriacos Riris
|
|
|
|
|
|
/s/ Apostolos Kontoyannis
|
Director
|
|
Apostolos Kontoyannis
|
||
/s/ Jane Sih Ho Chao
|
Director
|
|
Jane Sih Ho Chao
|
||
/s/ Konstantinos Fotiadis
|
Director
|
|
Konstantinos Fotiadis
|
|
BULK CARRIERS (USA) LLC
|
|
|
|
|
|
By: Diana Shipping Inc., its Sole Member
|
|
|
|
|
|
By:
|
/s/ Semiramis Paliou
|
|
Name:
|
Semiramis Paliou
|
|
Title:
|
Director and Chief Executive Officer
|
Exhibit Number
|
Description
|
1.1
|
Form of Underwriting Agreement (for equity securities)*
|
1.2
|
Form of Underwriting Agreement (for debt
securities)*
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
Form of Preferred Stock Certificate*
|
4.5
|
|
4.6
|
|
4.7
|
|
4.8
|
|
4.9
|
|
4.8
|
|
4.9
|
|
4.10
|
Form of Warrant Agreement*
|
4.11
|
Form of Purchase Contract*
|
4.12
|
Form of Rights Agreement*
|
4.13
|
Form of Unit Agreement*
|
5.1
|
|
8.1
|
|
23.1
|
Consent of Seward & Kissel (included in Exhibit 5.1 and Exhibit 8.1)
|
23.2
|
|
24.1
|
|
25.1
|
Form of T-1 Statement of Eligibility (senior debt securities indenture)**
|
25.2
|
Form of T-1 Statement of Eligibility (subordinated debt securities indenture)**
|
107
|
(1)
|
Filed as Exhibit 2.1 to the Registrant’s annual report on Form 20-F filed with the Commission on March 28, 2016.
|
(2)
|
Filed as Exhibit 3.1 to the Registrant’s Form 8-A12B filed with the Commission on January 15, 2016.
|
(3)
|
Filed as Exhibit 4.1 to the Company's Form 8-A12B/A filed on February 2, 2024.
|
(4)
|
Filed as Exhibit 4.1 to the Registrant’s Form 8-A12B filed with the Commission on February 13, 2014
|
(5)
|
Filed as Exhibit 3.3 to the Registrant’s Form 8-A12B filed with the Commission on February 13, 2014.
|
(6)
|
Filed as Exhibit 3.1 to the Registrant’s Form 6-K filed with the Commission on February 6, 2019.
|
(7)
|
Filed as Exhibit 4.6 to the Registrant’s Form F-3 filed with the Commission on July 2, 2015.
|
(8)
|
Filed as Exhibit 4.7 to the Registrant’s Form F-3 filed with the Commission on July 2, 2015.
|
(9) | Filed as an Exhibit to the Company’s Form 6-K filed on September 8, 2023. |
(10) | Filed as an Exhibit to the Company’s Form 6-K filed on December 14, 2023. |