Close

Form F-1/A Performance Shipping

FREE Breaking News Alerts from StreetInsider.com!

E-mail Address

StreetInsider.com Top Tickers, 4/19/2024

1. LVS
2. TSM
3. NFLX
4. SPY
5. INFY
6. CSX
7. UAL
8. TSLA
9. ALK
10. EFX


May 20, 2022 5:19 PM EDT
As filed with the Securities and Exchange Commission on May 20, 2022

Registration No. 333-255100
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 205

Amendment No. 4 to
FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Performance Shipping Inc.
(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands
4412
N.A.
(State or other jurisdiction of corporation or organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer Identification No. 98-1220963)

Performance Shipping Inc.
373 Syngrou Avenue
175 64 Palaio Faliro
Athens, Greece
Tel: +30-216-600-2400
(Address and telephone number of Registrant’s principal executive offices)

With copies to:

Will Vogel, Esq.
Watson Farley & Williams LLP
250 West 55th Street
New York, New York 10019
(212) 922-2200 (telephone number)
(212) 922-1512 (facsimile number)
  
Mitchell Nussbaum, Esq.
Angela Dowd, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4000 (telephone number)
(212) 407-4990 (facsimile number)

Watson Farley & Williams LLP
Attn: Will Vogel, Esq.
250 West 55th Street
New York, New York 10019
(212) 922-2200
(Name, Address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐


 †
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 4 (“Amendment No. 4”) to the Registration Statement on Form F-1 (File No. 333-255100) of Performance Shipping Inc. (the “Registration Statement”) is being filed solely for the purpose of filing Exhibit 5.1 and Exhibit 23.2 (which is included in Exhibit 5.1) and to amend and restate the exhibit index set forth in Part II of the Registration Statement. Accordingly, this Amendment No. 4 consists only of the facing page, this explanatory note, the exhibit index, the signature pages, and Exhibit 5.1 and Exhibit 23.2 (which is included in Exhibit 5.1). The remainder of the Registration Statement is unchanged and therefore has been omitted.

Exhibit List

Exhibit
Number
Description
1.1
   
3.1
   
3.2
   
3.3
   
3.4
   
3.5
   
3.6
   
3.7
   
3.8
   
3.9
   
3.10
   
4.1
   
4.2
   
4.3
   
4.4
   
4.5
   
4.6
   
5.1
   
8.1
   
10.1
   
10.2

1
10.3
   
10.4
   
10.5
   
10.6
   
10.7
   
10.8
   
10.9
   
10.10
   
21.1
   
23.1
   
23.2
   
24.1
   
107
   
*
Filed herewith
**
Previously filed
   
 
(1) Filed as Exhibit 3.1 to the Company’s Registration Statement on Form F-4 (File No. 333-169974) on October 15, 2010.
 
(2) Filed as Exhibit 3.3 to the Company’s report on Form 6-K, filed with the SEC on June 9, 2016.
 
(3) Filed as Exhibit 3.1 to the Company’s report on Form 6-K, filed with the SEC on July 6, 2017.
 
(4) Filed as Exhibit 3.1 to the Company’s report on Form 6-K, filed with the SEC on July 28, 2017.
 
(5) Filed as Exhibit 3.1 to the Company’s report on Form 6-K, filed with the SEC on August 28, 2017.
 
(6) Filed as Exhibit 3.1 to the Company’s report on Form 6-K, filed with the SEC on September 26, 2017.
 
(7) Filed as Exhibit 3.1 to the Company’s report on Form 6-K, filed with the SEC on November 3, 2017.
 
(8) Filed as Exhibit 1.8 to the Company’s Annual Report on Form 20-F on March 18, 2019.
 
(9) Filed as Exhibit 3.2 to the Company’s Registration Statement on Form F-4 (File No. 333-169974) on October 15, 2010.
 
(10) Filed as Exhibit 3.1 to the Company’s report on Form 6-K, filed with the SEC on November 2, 2020.
 
(11) Filed as Exhibit 4.2 to the Company’s Registration Statement on Form F-4 (File No. 333-169974) on October 15, 2010.
 
(12) Filed as Exhibit 1 to the Company’s report on Form 6-K, filed with the SEC on December 31, 2020.
 
(13) Filed as Exhibit 4.8 to the Company’s Annual Report on Form 20-F on March 26, 2014.
 
(14) Filed as Exhibit 4.11 to the Company’s Annual Report on Form 20-F on March 26, 2014.
 
(15) Filed as Exhibit 2.5 to the Company’s Annual Report on Form 20-F, filed with the SEC on March 11, 2022.
 
(16) Filed as Exhibit 4.11 to the Company’s Annual Report on Form 20-F, filed with the SEC on April 10, 2020.
 
(17) Filed as Exhibit 4.8 to the Company’s Annual Report on Form 20-F, filed with the SEC on March 5, 2021.
 
(18) Filed as Exhibit 4.9 to the Company’s Annual Report on Form 20-F, filed with the SEC on March 5, 2021.
 
(19) Filed as Exhibit 1.1 to the Company’s report on Form 6-K, filed with the SEC on March 23, 2021.
 
(20) Filed as Exhibit 4.1 to the Company’s report on Form 6-K, filed with the SEC on December 21, 2021.
 
(21) Filed as Exhibit 4.10 to the Company’s Annual Report on Form 20-F, filed with the SEC on March 11, 2022.

2
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on May 20, 2022.

 
PERFORMANCE SHIPPING INC.
   
 
By:
/s/ Andreas Michalopoulos
 
Name:
Andreas Michalopoulos
 
Title:
Chief Executive Officer (Principal Executive Officer), Director and Secretary

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on May 20, 2022 in the capacities indicated.

Signature
Title
   
/s/ Andreas Michalopoulos
Andreas Michalopoulos
Chief Executive Officer (Principal Executive Officer),
Director and Secretary
 
   
/s/ Anthony Argyropoulos
Anthony Argyropoulos
Chief Financial Officer (Principal Financial Officer)
   
*
Aliki Paliou
Chairperson of the Board
 
   
*
Loïsa Ranunkel
Director
 
   
*
Alex Papageorgiou
Director
 
   
*
Mihalis Boutaris
Director
 

* Pursuant to Power of Attorney

By:
/s/ Andreas Michalopoulos
  
 
Andreas Michalopoulos
  
 
Attorney-in-Fact
  

AUTHORIZED REPRESENTATIVE

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Performance Shipping Inc., has signed this registration statement in Athens, Greece on May 20, 2022.

 
Performance Shipping USA LLC
   
 
By:  Performance Shipping Inc., its Sole Member
   
 
By:
/s/ Andreas Michalopoulos
 
Name:
Andreas Michalopoulos
 
Title:
Chief Executive Officer, Director and Secretary


Exhibit 5.1


Performance Shipping Inc.
373 Syngrou Avenue
175 64 Palaio Faliro
Athens, Greece

May 20, 2022

Exhibit 5.1 Opinion

Ladies and Gentlemen:
 
We have acted as counsel to Performance Shipping Inc., a Marshall Islands corporation (the “Company”), in connection with the preparation of the Company’s Registration Statement on Form F-1 (File No. 333-255100, as amended, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission with respect to the registration of the issuance and sale of up to 4,406,129 units (the “Units”) of the Company, each unit consisting of (i) one common share, par value $0.01 per share (each, a “Common Share”) of the Company (collectively, the “Unit Shares”) or one pre-funded warrant to purchase one Common Share at an exercise price equal to US$0.01 per Common Share (“Pre-Funded Warrants,” and the Common Shares issuable upon exercise thereof, the “Pre-Funded Warrant Shares”) and (ii) one Class A warrant to purchase one Common Share (the “Class A Warrants,” and together with the Pre-Funded Warrants, the “Warrants,” and the Common Shares issuable upon exercise thereof the “Class A Warrant Shares”, together with the Pre-Funded Warrant Shares, the “Warrant Shares”).

As such counsel, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

(a)
the Registration Statement and the prospectus included therein (as amended and supplemented, the “Prospectus”);

(b)
the form of Class A Warrant to be entered into by the Company;

(c)
the form of Pre-Funded Warrant to be entered into by the Company;

(d)
the Company’s amended and restated articles of incorporation and amended and restated bylaws of the Company (each as amended to date, together, the “Articles and Bylaws”); and
 

Page 2
(e)
such other papers, documents, agreements, certificates of public officials and certificates of representatives of the Company as we have deemed relevant and necessary as the basis for the opinions hereafter expressed.
 
In such examination, we have assumed (a) the legal competence or capacity of persons or entities (other than the Company) to complete the execution of documents, (b) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (d) that the documents reviewed by us in connection with the rendering of the opinions set forth herein are true, correct and complete, and (e) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us. As to matters of fact material to this opinion that have not been independently established, we have relied upon the representations and certificates of officers or representatives of the Company and of public officials, in each case as we have deemed relevant and appropriate. We have not independently verified the facts so relied on.
 
We have assumed that the Company will, at the time of any issuance of Warrant Shares, have a sufficient number of authorized but unissued shares of common stock pursuant to its Articles to so issue the relevant number of Warrant Shares. We have also assumed that, at or prior to the time of the delivery of any of the Warrant Shares, there will not have occurred any change in the law or the facts affecting the validity of the Warrant Shares.
 
This opinion letter is limited to Marshall Islands law and New York law and is as of the date hereof. We expressly disclaim any responsibility to advise of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinion expressed herein.
 
Based on the foregoing and having regard to legal considerations which we deem relevant, we are of the opinion that:
 
1.
The Units, the Unit Shares, the Warrants and the Warrant Shares have been duly authorized by the Company.
 
2.
The Unit Shares, when issued, sold and paid for in accordance with the terms of the Articles and Bylaws, the Registration Statement, and Prospectus, will be validly issued, fully paid, and nonassessable.
 
3.
Assuming each of the Warrants is issued and delivered as contemplated in the Prospectus, the relevant Warrant Shares, when issued, delivered and paid for upon the exercise of such Warrants in accordance with their respective terms, will be validly issued, fully paid and non-assessable.
 
4.
When the Units and Warrants are issued and delivered as contemplated in the Prospectus, the Units and Warrants will constitute valid and legally binding obligations of the Company in accordance with their terms, except as the enforcement thereof (i) may be limited by any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, fraudulent obligation, moratorium or other similar laws affecting generally the enforceability of creditors’ rights and remedies or the collection of debtor’s obligations from time to time in effect, and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, including the application of principles of good faith, fair dealing, course of dealing, course of performance, commercial reasonableness, materiality, unconscionability and conflict with public policy and other similar principles, or other law relating to or affecting creditors’ rights generally and general principles of equity.

Page 3
We consent to the filing of this opinion as an exhibit to the Registration Statement, the discussion of this opinion in the Registration Statement, and the references to our firm in the Prospectus. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act.
 
Very truly yours,
 
Watson Farley & Williams LLP
 
/s/ Watson Farley & Williams LLP
 


Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings

Related Entities

F1