| Capital Stock and Changes in Capital Accounts | 7. Capital Stock and Changes in Capital Accounts
(a)
Common Stock As of April 15, 2021, the date of Company’s incorporation, the Company’s authorized share capital was 500 shares of common stock, par value $0.01 per share, issued to
DSI. On November 29, 2021, the Company’s articles of incorporation were amended and restated. Under the Company’s amended and restated articles of incorporation, the Company’s authorized common stock consists of 1 billion shares of common stock, par value $0.01
per share, of which 44,101 shares were issued and outstanding on November 29, 2021, immediately upon the Spin-Off consummation (Note
3(c)) and remained issued and outstanding as of December 31, 2021 (all shares of common stock in registered form). As of December 31, 2023, and 2022, following the events described below, 7,448,601 and 509,200 shares of common stock were issued
and outstanding (all shares of common stock in registered form).
(i)
Receipt of Nasdaq Notices and Reverse Stock Splits: On March 8, 2022, the Company received a written notification from Nasdaq indicating that because the closing bid price of the Company’s common shares for 30
consecutive business days, i.e., from January 21, 2022 to March 7, 2022, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq, the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2).
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the original applicable grace period to regain compliance was 180 days, or until September 5, 2022. On September 6, 2022, the Company was granted an additional 180-day period from the Nasdaq Capital
Market, through March 6, 2023, to regain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. Effective December 22, 2022, the Company effected a one-for-ten one-for ten the number of the Company’s issued and outstanding common shares was reduced with no change in the number of the Company’s authorized shares or the par value of the Company’s common
stock. As of January 6, 2023, the Company’s common stock remained at $1.00 per share or
higher for ten consecutive days. As such, on January 9, 2023, the Company received a letter from the Nasdaq confirming that it regained compliance with the minimum bid price requirement. On March 27, 2023, the Company further received a written notification from Nasdaq indicating that because the closing bid price of the Company’s common shares for 32
consecutive business days, i.e., from February 8, 2023 to March 24, 2023, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq, the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2).
Pursuant to the Nasdaq Listing Rules, the applicable grace period to regain compliance was 180 days, or until September 25, 2023. On May 24, 2023, pursuant to shareholder approval granted on May 3, 2023 which
authorized the Company’s Board of Directors to effect one or more reverse stock splits of its issued common shares, in the aggregate ratio of not more than 1-for-250 one-for-20
(ii)
Equity Offerings: January 2022 Underwritten Public Offering: On January 12, 2022, the Company filed a registration statement with the SEC on Form F-1, which was declared effective on January 20, 2022. On
January 25, 2022, the Company closed an underwritten public offering of 15,571,429 units at a price of $0.77 per unit, 200 units consisting of
one share of the Company’s common stock (or 200 prefunded warrants in lieu of one share of the Company’s common stock) and 200 Class A
warrants to purchase one common share of the Company’s common stock and was immediately separated upon issuance (the “January 2022
Offering”). In particular, upon the closing of the offering, 65,357 shares of common stock, 2,500,000 prefunded warrants to purchase 12,500 shares of
common stock, and 15,571,429 Class A warrants to purchase 77,857 shares of common stock were sold. In addition, the Company had previously agreed with certain of its’ executive officers and significant stockholders (the “selling stockholders”) to
register their resale of shares of common stock, whereas an aggregate of 8,886 shares of common stock of certain of the selling
stockholders were registered in connection with the January 2022 offering. As such, certain selling stockholders sold an aggregate of 3,143
shares of common stock in the primary offering. Each of the 3,143 shares of common stock sold by the selling stockholders on the
primary offering was delivered to the underwriters with 200 additional Class A warrants to purchase one share of common stock (sold by
the Company), on a firm commitment basis. In addition, the underwriter for the offering fully-exercised its option to purchase an additional 5,743
common shares sold from the selling stockholders and 6,407 common shares along with 2,430,000 Class A warrants to purchase 12,150 shares of common
stock sold from the Company. Each of the 5,743 shares of common stock sold by the selling stockholders upon exercise of the
underwriters’ over-allotment option, was sold with 200 Class A warrants (sold by the Company) to purchase one share of common stock,
on a firm commitment basis. The Company did not receive any of the proceeds from the sale of common shares by the selling stockholders and only received the proceeds for the Class A warrants sold together with the selling stockholders’ shares of
common stock (i.e., Class A warrants to purchase 8,886 shares of common stock in aggregate). The net proceeds received during 2022,
under the January 2022 Offering, including the exercise of Class A and prefunded warrants discussed in Note 7(b) below and after deducting underwriting commissions and offering expenses paid by the Company, amounted to $14,736. The Company has recorded the excess of the proceeds received over the par value of common stock to additional paid in capital. February 2023 Registered Direct Offering and Concurrent Private Placement: On February 8, 2023, the Company closed a registered direct offering of 15,000,000 units, at a price of $1.01 per unit, with each twenty units consisting of one share
of the Company’s common stock and twenty Class B warrants exercisable for one share of the Company’s common stock. The Company also offered to each purchaser, with respect to the purchase of units that would otherwise result in the purchaser’s
beneficial ownership exceeding 4.99% of the Company’s outstanding common stock immediately following the consummation of the offering,
the opportunity to purchase twenty prefunded warrants in lieu of one share of common stock. As a result of the above, on February 10, 2023, the Company issued and sold 15,000,000 units comprising of 615,000 shares of the Company’s
common stock, 2,700,000 prefunded warrants to purchase 135,000 shares of common stock, and 15,000,000 Class B warrants to purchase 750,000 shares of the Company’s common stock. The Company, concurrently with this transaction, also conducted a private placement of 15,000,000 additional unregistered at that time warrants to purchase up to an aggregate 750,000 shares of the Company’s common stock (Note 7(b)). On February 23, 2023, the Company filed with the SEC a resale registration agreement on Form F-1 for the registration of the private placement warrants in
this transaction, which was declared effective on March 8, 2023. The gross and net proceeds received in the February 2023 Registered Direct Offering and the Concurrent Private Placement, including the proceeds
from the exercise of the 2,700,000 prefunded warrants discussed above, amounted to $15,150 and $13,296, respectively.
(b)
Warrants As discussed under 7(a)(ii) above, of the warrants, entitled to
participate in the distribution of dividends by the Company, if and when declared, to the same extent that the holder would participate for each common share that such holder would be entitled to receive upon complete exercise of their Class A
warrants (Notes 7(a) and 8). Further, as also discussed under 7(a)(ii) above, the Company, in connection with the February 2023 Registered Direct Offering and the
Concurrent Private Placement, issued 15,000,000 Class B Warrants to purchase 750,000 common shares, 15,000,000 private placement warrants
to purchase 750,000 common shares, and 2,700,000
prefunded warrants to purchase 135,000 common shares. The prefunded warrants were exercisable at an exercise price of $0.20 per common share and were exercisable at any time after their original issuance date (i.e., February 10, 2023) until they were exercised in full.
The Class B warrants have an exercise price of $20.20 per common share and are exercisable at any time after their original issuance up
to the date that is five years after their original issue date, i.e., February 10, 2028. The private placement warrants also had
an exercise price of $20.20 per common share and an identical to the Class B warrants exercise period. Alternatively, the holder of
each private placement warrant, could elect to exercise such warrants on a cashless basis at the rate of 0.75 common share per twenty warrants on or after the later of (i) the date the selling shareholders’ registration statement was declared effective, (ii) March 24, 2023,
and (iii) the date the aggregate cumulative trading volume of the Company’s common shares beginning on February 8, 2023 exceeds 60
million shares. The latter of the above conditions was satisfied on June 8, 2023, and, as a result, from that date onwards holders of the private placement warrants could elect to exercise their warrants on an alternative cashless basis. As of December 31, 2023, all of the 2,700,000
prefunded warrants issued in the February 2023 Registered Direct Offering have been exercised. Further, during 2023, the Company received notices of alternative cashless exercises for all the 15,000,000 private placement warrants issued in the Concurrent Private Placement which resulted in the issuance of 562,501 shares of common stock. The Company in its assessment for the accounting of the Class B warrants, private placement warrants, and the prefunded warrants issued
in the February 2023 Registered Direct Offering and the Concurrent Private Placement, has taken into consideration the provisions enumerated under ASC 480 and ASC 815 (Note 2(x)). With regards to the Class B warrants and the prefunded warrants,
the Company determined that they are out of the scope of ASC 480 and, by further analyzing their key features, that classification in permanent equity is appropriate and no features required bifurcation. In its assessment of the accounting
treatment of the private placement warrants, the Company determined that the alternative cashless exercise of the private placement warrants precluded them from being considered indexed to the Company’s stock. In this respect, the Company
initially recorded the private placement warrants as noncurrent liabilities at their fair value under Warrants’ liability on the accompanying consolidated balance sheet, with subsequent changes in their respective fair values recognized in line
“Changes in fair value of warrants’ liability” in the accompanying consolidated statement of . Estimating fair values of liability-classified financial instruments requires the
development of estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in
the trading market price of the Company’s common stock. Because liability-classified financial instruments are recorded at fair value, the Company’s financial results reflected the volatility and changes in these estimates and assumptions until
the respective liability was fully extinguished. As of the date the Company completed the 2023 February Registered Direct Offering and the concurrent private placement (i.e. February 10, 2023), the private placement warrants were valued using the
Black-Scholes option pricing model at a fair value of $7,504 in aggregate, while the remaining gross proceeds of the offering amounting
to $7,619 (net proceeds of $6,699)
were allocated to common shares, prefunded warrants, and Class B warrants using the residual value method. Issuance costs amounting to $909
were expensed using the pro rata method by taking into account the portion of the liability recorded at inception and are included in “Finance costs” in the accompanying consolidated statements of . As mentioned above, pursuant to the exercises of all the private placement warrants during 2023, on an alternative cashless basis for 562,501 shares of common stock, the warrants were marked to their fair value at their respective settlement dates and then the respective warrants’ liability aggregating to an amount of $1,282 got settled with relevant transfers of $6
to par value and $1,276 to additional paid-in-capital within the accompanying consolidated statement of stockholders’ equity for the
year ended December 31, 2023. The gain of $6,222 resulting from the settlement of the warrants’ liability throughout the period was
accounted for as a change in fair value of the warrants’ liability and is presented in “Change in fair value of the warrants’ liability” in the accompanying consolidated statements of . The private placement warrants’ fair value as of their initial measurement and subsequent settlement dates per discussion above, was determined through Level 3 inputs of the fair value hierarchy as determined by management. The Company
weighed the probability that such warrants were alternatively cashless exercised for common shares in the initial fair value measurement of the private placement warrants, while the Black-Scholes option pricing model was applied under the
following assumptions: (a) expected volatility (b) risk free rate (c) market value of common stock of, which was the current market price at each fair value measurement date. Fair value sensitivity was driven by the stock price at the time of
valuation and is limited in terms of the other parameters. As of December 31, 2023, and 2022, pursuant to the January 2022 Offering, 14,474,000
Class A warrants to purchase 72,370 shares of common stock remained available for exercise at an exercise price of $154 dollars per common share. As of December 31, 2023, all the 15,000,000 Class B warrants to purchase an aggregate 750,000
common shares in the February 2023 Registered Direct Offering remained available for exercise at an exercise price of $20.20 dollars
per common share. Dividends to common stock and Class A warrant holders: On March 18, 2022, the Company’s
Board of Directors declared a cash dividend of $10 per share for the fourth quarter ended December 31, 2021, to its common stockholders
of record as of April 1, 2022. The Company had 149,145 shares of common stock issued and outstanding on the record date (April 1, 2022). Holders of the Company’s Class A warrants as of April 1, 2022, received a cash payment in the amount of $10 for each common share that such holder would be entitled to receive upon exercise of their Class A warrants. As of the record date (April 1, 2022),
there were Class A warrants exercisable for an aggregate of 72,370 common shares. On April 11 and 13, 2022, the Company paid a
dividend of $1,491 on common stock and of $724
on Class A warrant holders of record on April 1, 2022, amounting to $2,215 in aggregate. On May 30, 2022, the Company’s Board of
Directors declared a cash dividend of $2 per share for the first quarter ended March 31, 2022, to its’ common stockholders of record as
of June 14, 2022. The Company had 149,145
shares of common stock issued and outstanding on the record date (June 14, 2022). Holders of the Company’s Class A warrants as of June 14, 2022, received a cash payment in the amount of $2 for each common share that such holder would be entitled to receive upon exercise of their Class A warrants. As of record date June 14, 2022, there were Class A warrants
exercisable for an aggregate of 72,370 common shares. On June 21, 2022, the Company paid a dividend of $299 on common stock and of $144 on Class
A warrants holders of record on June 14, 2022, amounting to $443 in aggregate. On July 27, 2022, the Company’s Board
of Directors declared a cash dividend of $2 per share for the second quarter ended June 30, 2022, to its’ common stockholders of record
as of August 12, 2022. The Company had 149,145
shares of common stock issued and outstanding on the record date (August 12, 2022). Holders of the Company’s Class A warrants as of August 12, 2022, received a cash payment in the amount of $2 for each common share that such holder would be entitled to receive upon exercise of their Class A warrants. As of record date August 12, 2022, there were Class A warrants
exercisable for an aggregate of 72,370 common shares. On August 31, 2022, the Company paid a dividend of $299 on common stock and of $144 on Class
A warrants holders of record on August 12, 2022, amounting to $443 in aggregate.
(c)
Preferred Stock As of December 31, 2023, and 2022, the Company’s authorized preferred stock consisted of 100,000,000 shares of preferred stock, par value $0.01
per share, designated as Series A Participating Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock. As of December 31, 2023, and 2022, there were no Series A Participating Preferred Stock issued and outstanding.
(i)
Series B Preferred Stock As of December 31, 2023 and 2022, the Company had outstanding 500,000
Series B Preferred Stock, with par value $0.01 per share, issued to DSI. The Series B Preferred Stock votes with the common shares
of the Company, and each share of Series B Preferred Stock entitles the holder thereof to 2,000 votes on all matters on which the
Company’s stockholders are entitled to vote of up to 34% of the total number of votes entitled to be cast for all matters for which
the Company’s stockholders are entitled to vote on, but with no economic rights. To the extent the aggregate voting power of any holder of Series B Preferred Stock, together with any affiliate of such holder, would exceed 49% of the total number of votes that may be cast on any matter submitted to a vote of the Company’s stockholders, the number of votes of the Series B
Preferred Stock shall be automatically reduced so that such holder’s aggregate voting power, together with any affiliate of such holder, is not more than 49%. Furthermore, the Series B Preferred Stock has no dividend, distribution or liquidation rights and cannot be transferred without the consent of the Company except to the holder’s affiliates or successors.
(ii)
Series C Preferred Stock The Series C Preferred Stock, with liquidation preference $1,000
per share, has no voting rights except (1) in respect of amendments to the articles of incorporation which would adversely alter the preferences, powers or rights of the Series C Preferred Stock or (2) in the event that the Company proposes to
issue any parity stock if the cumulative dividends payable on outstanding Series C Preferred Stock are in arrears or any senior stock. Also, holders of Series C Preferred Stock, rank prior to (i) the holders of common shares, (ii) if issued, any
Series A Participating Preferred Stock, the Series B Preferred Stock and (iii) any other class or series of capital stock established after their original issuance date (i.e. November 29, 2021) with respect to dividends, distributions and
payments upon liquidation. The Series C Preferred Stock has a cumulative preferred dividend accruing from the date of original issuance which is payable on the 15th day of January, April, July and October of each year at the dividend rate of 8.0% per annum, and is convertible into common shares at the holders’ option commencing upon the first anniversary of the original issuance date, at a
conversion price equal to the lesser of $1,300.00 (subject to change under anti-dilution provisions) and the 10-trading day trailing VWAP of the common shares, or at any time after the issuance date (i.e. November 29, 2021) in case of any fundamental change
(i.e. liquidation, change of control, dissolution or winding up of the affairs) of the Company. The Series C Preferred Stock is also optionally redeemable at the holder’s option in case of fundamental change, if the holder does not exercise its
conversion right discussed above, and optionally redeemable at the option of the holder in case of certain corporate events as defined in the statement of designations of the Series C Preferred Stock. The holder, however, is prohibited from
converting the Series C Preferred Stock into common shares to the extent that, as a result of such conversion, the holder (together with its affiliates) would beneficially own more than 49% of the total outstanding common shares of the Company. The Series C Preferred Stock is not mandatorily redeemable and does not meet any other criteria under ASC 480 to be classified as liability, and under the Company’s
assessment is classified in permanent equity, according to the Company’s accounting policy (Note 2(x)). In particular, the Company assessed that certain of the aforementioned features requiring bifurcation under ASC 815 had de minimis value at
inception and in each measurement date, while others were clearly and closely related to the host instrument thus no bifurcation was required or falling under the scope exceptions from derivative accounting. As of December 31, 2023, the Series C Preferred Stock remained outside the scope of ASC 480, classified as permanent equity, while all features
requiring bifurcation under ASC 815 at inception, were determined of de minimis value upon reassessment as of December 31, 2023. Further, on October 17, 2023, DSI elected to redeem 9,793 of the 10,000 Series C Preferred Stock issued to DSI in the Spin-Off (Note 3(c)). The 10,000 Series C Preferred Stock issued in the Spin-Off have been recorded at inception at a fair
value of $7,570 determined based on valuation obtained by an independent third party for such purpose. As a result of the above and the issuance of Series C Preferred Stock discussed below (Note 7(v)) as of December 31, 2023, and 2022, the Company had 5,521 and 10,000 shares of
Series C Preferred Stock issued and outstanding, respectively, with par value of $0.01 per share. Dividend payments and declarations on Series C Preferred Stock: On January 17, 2023, pursuant to a
dividend declared on December 27, 2022, the Company paid a quarterly dividend of $20 per share, or $240 in aggregate, on its outstanding 10,000 Series C Preferred Stock and the 1,982
shares of Series C Preferred Stock awarded to the Company’s board of directors on April 15, 2022, for the period from October 15, 2022, up to and including January 14, 2023. On April 17, 2023, pursuant to a
dividend declared on March 27, 2023, the Company paid a quarterly dividend of $20 per share, or $268 in the aggregate on i) the Company’s
outstanding 10,000 Series C Preferred Stock, ii) the 1,982 shares of Series C Preferred Stock awarded to the Company’s board of directors on April 15, 2022, for the period from January 15, 2023 up to and including April 14, 2023, and iii) the 3,332 shares of Series C Preferred Stock awarded to the Company’s board of directors on March 7, 2023, for the period from March 7, 2023 up to and
including April 14, 2023. On July 17, 2023, pursuant to a
dividend declared on June 28, 2023, the Company paid a quarterly dividend of $20 per share, or $307 in the aggregate on the Company’s
then outstanding 15,314 Series C Preferred Stock, to Series C Preferred Stockholders of record date July 14, 2023, for the period from April 15, 2023 up to and including July 14, 2023. On October 16, 2023, pursuant to a
dividend declared on September 25, 2023, the Company paid a dividend of $20 per share, or $306 in the aggregate on the Company’s then
outstanding 15,314 Series C Preferred Stock, to Series C Preferred Stockholders of record date October 13, 2023, for the period from July 15, 2023 up to and including October 14, 2023. For the year ended December 31, 2022, dividends declared and paid on Series C Preferred Stock at $20.0 per share amounted to $950 and $780, respectively.
(iii)
Series D Preferred Stock The Series D Preferred Stock, with liquidation preference $1,000
per share, has no voting rights except (1) in respect of amendments to the articles of incorporation which would adversely alter the preferences, powers or rights of the Series D Preferred Stock or (2) in the event that the Company proposes to
issue any parity stock if the cumulative dividends payable on outstanding Series D Preferred Stock are in arrears or any senior stock. Also, holders of Series D Preferred Stock, rank equal to Series C Preferred Stock, prior to (i) the holders of
common shares, (ii) if issued, any Series A Participating Preferred Stock, and any Series B Preferred Stock and (iii) any other class or series of capital stock established after their original issuance date (September 21, 2022) with respect to
dividends, distributions and payments upon liquidation. The Series D Preferred Stock has a cumulative preferred dividend accruing from the date of original issuance (i.e. September 21, 2022) which is payable on the 15th day of January, April,
July and October of each year at the dividend rate of 7.0% per annum, and is convertible into common shares at the holders’ option at
any time after the original issuance date, at a conversion price equal to the 10-trading day trailing VWAP of the common shares. The
Series D Preferred Stock is also optionally redeemable at the holder’s option in case of fundamental change or in case of certain corporate events as defined in the statement of designation of the Series D Preferred Stock. Holders of the Series D
Preferred Stock, however, are prohibited from converting the Series D Preferred Stock into common shares to the extent that, as a result of such conversion, holders (together with their affiliates) would beneficially own more than 49% of the total outstanding common shares of the Company. Issuances of Series D Preferred Stock to DSI and DSI special stock dividends: As discussed under Note 3(c) above, The 25,000 and 13,157 Series D Preferred Stock issued have been
recorded at inception at a fair value of $17,600 and $10,000 determined based on valuations obtained by an independent third party for the purposes of each acquisition (Note 3(c)). convert the shares of the
Company’s Series D Preferred Stock into the Company’s shares of common stock on the Baltimore Stock Dividend and the Melia Stock Dividend payment dates and distributing the Company’s shares of common stock to each of its common stockholders. DSI
common stockholders, in their sole discretion, were given the opportunity to opt out, in whole but not in part, of the conversion of the shares of Series D Preferred Stock into the Company’s shares of common stock and instead receive shares of
Series D Preferred Stock in connection with the Special Stock Dividends. DSI’s stockholders electing to receive shares of the Company’s Series D Preferred Stock by opting out of the automatic conversion, received a number of
shares of Series D Preferred Stock equal to such common stockholder’s pro-rata portion of all the shares of the Company’s Series D Preferred Stock, rounded down to the nearest whole number. Any fractional shares of the Series D Preferred Stock that
would otherwise be distributed were converted into shares of common stock of the Company at the applicable conversion rate and sold, and the net proceeds therefrom were delivered to such common stockholder. DSI’s common stockholders receiving
shares of common stock of the Company received the pro-rata number of shares of common stock of the Company to which they were entitled following conversion, rounded down to the nearest whole number, and any fractional shares were aggregated and
sold, and the net proceeds thereof were delivered to DSI’s common stockholders. All of the fractional share calculations and the payment of cash in lieu thereof were determined at the stockholder nominee level. Other Series D Preferred Stock redemptions: During 2023, one holder of the Company’s Series D preferred stock, unaffiliated with the Company, exercised his right to redeem one share of Series D Preferred Stock to common stock, resulting in the issuance of 385 shares of common stock of the Company. Following the conclusion of the above transactions, as of December 31, 2023 and 2022, the Company had 13,738 and 9,172 shares of Series D Preferred Stock,
respectively, issued and outstanding. The Series D Preferred Stock is not mandatorily redeemable and does not meet any other criteria under ASC 480 to be classified as liability and under the Company’s
assessment are classified in equity, according to the Company’s accounting policy (Note 2(x)). In particular, the Company assessed that certain of the features requiring bifurcation under ASC 815 had de minimis value at inception and in each
measurement date, while others were clearly and closely related to the host instrument thus no bifurcation was required. As of December 31, 2023, the Series D Preferred Stock remained outside the scope of ASC 480, classified as permanent equity, while . Dividend payments and declarations on Series D Preferred Stock: On January 17, 2023, the Company
declared and paid a quarterly dividend of $17.5 per share on its then outstanding 9,172 Series D Preferred Stock, amounting to $161, for the period
from October 15, 2022, up to and including January 14, 2023. On April 17, 2023, the Company
declared and paid a quarterly dividend of $17.5 per share or $327 in the aggregate on i) the Company’s previously outstanding Series D Preferred Stock (9,172 shares) for the period from January 15, 2023 up to and including April 14, 2023, and ii) the 13,157
shares of Series D Preferred Stock issued in connection with the acquisition of M/V Melia, for the period from February 8, 2023 up to and including April 14, 2023. On July 17, 2023, pursuant to a
dividend declared on June 30, 2023, the Company paid a quarterly dividend of $17.5 per share or $240 in the aggregate on the Company’s outstanding then 13,739
shares of Series D Preferred Stock to Series D Preferred Stockholders of record date July 14, 2023, for the period from April 15, 2023
up to and including July 14, 2023. On October 16, 2023, the Company
declared and paid a quarterly dividend of $17.5 per share or $240 in the aggregate on the Company’s then outstanding 13,739
shares of Series D Preferred Stock to Series D Preferred Stockholders of record date October 13, 2023, for the period from July 15, 2023
up to and including October 14, 2023. For the year ended December 31, 2022, dividends
declared and paid on Series D Preferred Stock, at $17.50 per share, amounted to $117 and $117, respectively, as regards the period from September
21, 2022 (original issuance date) to October 14, 2022, to Series D Preferred Stockholders of record date October 14, 2022 (i.e. 25,000).
(iv)
Series E Preferred Stock As discussed under Note 3(d) above, on March 20, 2023, the Company issued 1,200 shares of its newly designated Series E Perpetual Convertible Preferred Stock (the “Series E Preferred Stock”), par value $0.01 per share, to an affiliated entity to the Company’s Chairperson for a purchase price of $35. The Series E Preferred Stock has no dividend or liquidation rights. The Series E Preferred Stock votes with the common shares of the Company, and each share of the Series E Preferred Stock entitles the holder
thereof to up to 25,000 votes, on all matters submitted to a vote of the stockholders of the Company, subject up to 15% of the total number of votes entitled to be cast on matters put to stockholders of the Company. The Series E Preferred Stock is convertible, at
the election of the holder, in whole or in part, into shares of the Company’s common stock at a conversion price equal to the 10-trading
day trailing VWAP of the Company’s common stock, subject to certain adjustments, at any time after (i) the cancellation of all of the Company’s Series B Preferred Stock or (ii) the transfer for all of the Company’s Series B Preferred Stock
(collectively a “Series B Event”). The 15% limitation discussed above shall terminate upon the occurrence of a Series B Event. The
Series E Preferred Stock is transferable only to the holder’s immediate family members and to affiliated persons or entities, with the Company’s p |
