United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
November 23, 2022
Date of Report (Date of earliest event reported)
International Seaways, Inc.
(Exact Name of Registrant as Specified in Charter)
1-37836-1
Commission File Number
| Marshall Islands | | 98-0467117 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
600 Third Avenue, 39th Floor
New York, New York 10016
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 578-1600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, 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 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Symbol | Name of each exchange on which registered |
| Common Stock (no par value) | INSW | New York Stock Exchange |
| Rights to Purchase Common Stock | N/A true | New York Stock Exchange |
Section 7 – Regulation FD
| Item 7.01 | Regulation FD Disclosure. |
International Seaways, Inc. (“INSW” or the “Company”) may present the attached presentation (the “Presentation”) to certain investors and analysts in connection with meetings taking place on or after November 23, 2022. A copy of the Presentation is attached hereto as Exhibit 99.1.
The information in this Form 8-K provided under Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such information be deemed to be incorporated by reference into any registration statement of other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in that filing.
By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed by reason of Regulation FD.
Financial and Operating Data; Forward Looking Statements
INSW cautions investors and potential investors not to place undue reliance upon the information contained in the Presentation. The Presentation was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of INSW, is limited in scope, and covers a limited time period. In addition, the Presentation does not necessarily contain all information required in filings made pursuant to the Exchange Act, and may present the information that is provided differently from such requirements. The information contained in the Presentation is summary information that is intended to be considered in the context of, and read in conjunction with, INSW's filings with the Securities and Exchange Commission and other public announcements that INSW may make, by press release or otherwise, from time to time. There can be no assurance that, from the perspective of an investor or potential investor in INSW’s securities, the Presentation is complete.In addition, the Presentation includes forward-looking statements and/or forward-looking information. Such statements are not guarantees of future performance, but involve a number of risks, uncertainties, and assumptions which are difficult to predict. Please see the section entitled “Forward Looking Statements” in the Presentation for additional information. INSW does not have, and expressly disclaims, any obligation to publicly update or revise the information contained in this report or any changes in our expectations or any change in events, conditions or circumstances on which any forward-looking statement is based.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Pursuant to General Instruction B.2 of Form 8-K, the following exhibit is furnished with this Form 8-K.
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 hereunto duly authorized.
| | INTERNATIONAL SEAWAYS, INC. |
| | (Registrant) |
| | |
| | |
| Date: November 23, 2022 | By | /s/ James D. Small III |
| | | Name: | James D. Small III |
| | | Title: | Chief Administrative Officer, Senior Vice President, Secretary and General Counsel |
EXHIBIT INDEX
