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
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2012
Commission File Number: 001-33655
| Paragon Shipping Inc. |
| (Translation of registrant's name into English) |
| 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 [X] 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): ___
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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: ___
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Attached to this Report on Form 6-K as Exhibit 99.1 is a copy of the press release of Paragon Shipping Inc. (the "Company"), dated December 24, 2012, announcing that the Company has raised $10.0 million through a private placement.
This Report on Form 6-K and the exhibit attached hereto are hereby incorporated by reference into the Company's Registration Statement on Form F-3 (Registration No. 333-164370), with the exception of the comments of Michael Bodouroglou included in the second paragraph of the press release.
SIGNATURES
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.
| Paragon Shipping Inc. | |||
| Dated: December 26, 2012 | By: | /s/ Michael Bodouroglou | |
| Name: | Michael Bodouroglou | ||
| Title: | Chief Executive Officer | ||
Exhibit 99.1
PARAGON SHIPPING ANNOUNCES THAT IT HAS RAISED $10 MILLION THROUGH A PRIVATE PLACEMENT
ATHENS, Greece (December 24, 2012) - Paragon Shipping Inc. (NYSE: PRGN) ("Paragon Shipping" or the "Company"), announced today that on December 24, 2012 it entered into an agreement to sell 4,901,961 newly-issued shares of the Company's common stock to an entity affiliated with Mr. Michael Bodouroglou, the Company's Chairman and Chief Executive Officer, for total consideration of $10 million. The transaction closed on December 24, 2012, and the proceeds will be used by the Company for working capital purposes. In addition, the Company will have the right, but not the obligation, to repurchase these newly-issued shares, at the same price per share at which they were sold in this private placement, at any time prior to the earlier of (i) the execution by the Company of definitive documentation relating to the satisfactory amendments of the Company's outstanding loan agreements and (ii) March 29, 2013. The agreement also grants customary registration rights in the newly-issued shares. The relevant agreements in connection with this private placement were approved by the independent members of the Company's Board of Directors. In addition, any exercise of the Company's repurchase right described above will be approved by the independent members of the Company's Board of Directors in consideration of their fiduciary duties to the Company and its shareholders.
Commenting on the private placement, Michael Bodouroglou, the Company's Chairman and Chief Executive Officer stated, "In order to remove any uncertainty in satisfying a key condition precedent stipulated under our amended loan agreements, I have agreed with the Independent Members of the Board of Directors to purchase $10 million worth of shares in Paragon. This transaction strengthens the Company's financial position and ensures that it continues to meet NYSE listing requirements."
About Paragon Shipping Inc.
Paragon Shipping is a Marshall Islands-based international shipping company with executive offices in Athens, Greece, specializing in the transportation of drybulk cargoes. The Company's current fleet consists of twelve drybulk vessels with a total carrying capacity of 779,270 dwt. In addition, the Company's current newbuilding program consists of two Handysize drybulk carriers that are scheduled to be delivered in 2013 and two 4,800 TEU containerships that are scheduled to be delivered in 2014. Paragon Shipping has granted Box Ships Inc., an affiliated company, the option to acquire its two containerships under construction. For more information, visit: www.paragonship.com. The information contained on the Company's website does not constitute part of this press release.
Forward-Looking Statements
Certain statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Act of 1995. These forward-looking statements are based on our current expectations and beliefs and are subject to a number of risk factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Such risks and uncertainties include, without limitation, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for drybulk shipping capacity, changes in our operating expenses, including bunker prices, drydocking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors, as well as other risks that have been included in filings with the Securities and Exchange Commission, all of which are available at www.sec.gov.
Contacts
Paragon Shipping Inc.
info@paragonship.com
Allen & Caron Inc.
Rudy Barrio
r.barrio@allencaron.com
(212) 691-8087