UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TORULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
Dated: October 24, 2019
CommissionFile No. 001-34104
NAVIOS MARITIME ACQUISITION CORPORATION
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form20-F or Form40-F:
Form 20-F ☒ Form40-F ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(7):
Yes ☐ No ☒
This Report on Form6-K is hereby incorporated by reference into Navios Maritime Acquisition Corporation’s (the “Company”) Registration Statements on FormF-3, File Nos.333-170896 and333-214739.
On October 18, 2019, the Company entered into a Placement Agency Agreement (the “PlacementAgencyAgreement”) with Fearnley Securities, Inc., on behalf of itself, S. Goldman Advisors LLC, and Fearnley Securities AS (collectively, the “Agents”), pursuant to which the Agents agreed to serve as placement agents in connection with a registered direct offering (the “Offering”) of 1,875,000 shares of the Company’s common stock (the “Shares”) for $8.00 per Share. Net proceeds to the Company after deducting the Agents’ fees and offering expenses are expected to be approximately $14.0 million. In connection with the Offering, the Company entered into a subscription agreement (“SubscriptionAgreement”) with each of the investors purchasing Shares in the Offering.
The Offering was made pursuant to the Company’s shelf registration statement, filed on FormF-3 (FileNo. 333-214739) with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on December 7, 2016, and a Preliminary Prospectus Supplement, dated October 17, 2019, filed with the SEC on October 17, 2019, and a Prospectus Supplement, dated October 18, 2019, filed with the SEC on October 21, 2019.
The foregoing descriptions of the Placement Agency Agreement and the Subscription Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements. Copies of the Placement Agency Agreement and the form of Subscription Agreement are filed herewith as Exhibit 1.1 and Exhibit 99.3, respectively, and are incorporated herein by reference.
On each of October 17, 2019 and October 18, 2019, the Company issued press releases relating to the matters set forth above. Copies of the press releases are attached as Exhibits 99.1 and 99.2, respectively, to this report and are incorporated herein by reference.
Also attached to this report as Exhibit 5.1 is the opinion of Reeder & Simpson, P.C., Marshall Islands counsel to the Company, relating to the issuance of the Shares.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NAVIOS MARITIME ACQUISITION CORPORATION | ||||||
| Date: October 24, 2019 | By: | /s/ Angeliki Frangou | ||||
| Angeliki Frangou | ||||||
| Chief Executive Officer | ||||||
EXHIBIT INDEX
| Exhibit No. | Exhibit | |
| 1.1 | Placement Agency Agreement, dated October 18, 2019 | |
| 5.1 | Opinion of Reeder & Simpson, P.C. | |
| 23.1 | Consent of Reeder & Simpson, P.C. (included in Exhibit 5.1 above) | |
| 99.1 | Launch Press Release, dated October 17, 2019 | |
| 99.2 | Pricing Press Release, dated October 18, 2019 | |
| 99.3 | Form of Subscription Agreement | |