6-K

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 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2018

Commission File Number: 000-51672

FREESEAS INC.

(Name of Registrant)

20, Amerikis Street.

Athens, Greece 10671

(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 ☒       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): ☐

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): ☐

On February 2, 2018, FreeSeas Inc. (the “Company”) filed an amendment to its Amended and Restated Articles of Incorporation to effectuate a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share. A copy of the amendment is attached hereto as Exhibit 3.01.

As previously disclosed on a Form 6-K filed on December 20, 2017, on December 19, 2017, the shareholders of the Company authorized the Board of Directors of the Company to effect one or more reverse splits of the Company’s issued and outstanding common stock at a ratio within the range from 1-for-2 up to 1-for-20,000, at any time prior to December 19, 2018, at the discretion of the Company’s Board of Directors.

On December 27, 2017, the Company’s Board of Directors authorized a reverse stock split at a ratio of 1-for-5,000, which will be effective at 12:01 a.m. New York time (5:01 p.m. Marshall Islands time) on February 6, 2018. As a result of the reverse stock split, every 5,000 shares of the Company’s pre-reverse split common stock will be combined and reclassified into one share of the Company’s common stock. No fractional shares of common stock will be issued as a result of the reverse stock split. Stockholders who otherwise would be entitled to a fractional share shall receive the next higher number of whole shares.

The par value and other terms of Company’s common stock were not affected by the reverse stock split. The Company’s post-reverse split common shares have a new CUSIP number, Y26496243. The Company’s transfer agent, American Stock Transfer & Trust Company, LLC, is acting as exchange agent for the reverse stock split and will send instructions to shareholders of record regarding the exchange of certificates for common stock. 

On February 5, 2018, the Company issued the press release relating to the reverse stock split. A copy of the press release that discusses these matters is filed as Exhibit 99.01 to, and incorporated by reference in, this report.

The following exhibits are filed herewith:

Exhibit Number	Description
3.01	Certificate of Amendment to the Amended and Restated Articles of Incorporation, as filed with the Registrar of Corporations of the Marshall Islands on February 2, 2018.
99.01	Press Release, issued by FreeSeas Inc. on February 5, 2018

1

SIGNATURE

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.

	FREESEAS INC.
Date:  February 6, 2018	By:	/s/ DIMITRIS FILIPPAS
		Dimitris Filippas
		Chief Financial Officer

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EX-3.01

Exhibit 3.01

ARTICLES OF AMENDMENT   OF   FREESEAS INC.
Reg. No. 10973

REPUBLIC OF THE MARSHALL ISLANDS

REGISTRAR OF CORPORATIONS

DUPLICATE COPY

The original of this Document was filed in

accordance with Section 5 of the

Business Corporations Act on

NON RESIDENT

February 2, 2018

 

Deputy Registrar

 

ARTICLES OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
FREESEAS INC.
UNDER SECTION 90 OF THE BUSINESS CORPORATIONS ACT

The undersigned, Ion G. Varouxakis, Chief Executive Officer of FreeSeas Inc. a corporation incorporated under the laws of the Republic of the Marshall Islands, for the purpose of amending the Articles of Incorporation of said Corporation hereby certify:

1.The name of the Corporation is: FREESEAS INC.

2.The Articles of Incorporation were filed with the Registrar of Corporations as of the 23^rd day of April, 2004.

3.The following shall be inserted immediately following the last sub-paragraph of Paragraph D of the Amended and Restated Articles of Incorporation, effecting a combination of the outstanding shares of Common Stock:

"Effective as of 5:01 p.m., Marshall Islands time on February 6, 2018 (12:01 a.m., New York time on February 6, 2018), every five thousand (5,000) shares of common stock of the Corporation then issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined, converted and changed into one (1) share of common stock of the Corporation (the "Reverse Stock Split"); provided, however, that the number and par value of shares of common stock and the number and par value of shares of preferred stock authorized pursuant to this Paragraph D shall not be altered. No fractional shares shall be issued upon the Reverse Stock Split. All shares of common stock (including fractions thereof) issuable upon the Reverse Stock Split to a given holder shall be aggregated for purposes of determining whether the Reverse Stock Split would result in the issuance of any fractional share. If, after the aforementioned aggregation, the Reverse Stock Split would result in the issuance of a fraction of a share of common stock, the Corporation shall, in lieu of issuing any such fractional share, round such fractional share up to the nearest whole share."

4.All of the other provisions of the Amended and Restated Articles of Incorporation shall remain unchanged.

5.This Amendment to the Articles of Incorporation was authorized by actions of the Board of Directors and Shareholders of the Corporation

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment on this 1st day of February 2018.

/s/ Ion G. Varouxakis

Ion G. Varouxakis

Chief Executive Officer

EX-99.01

Exhibit 99.01

FreeSeas Announces Reverse Split of Common Stock

Athens, Greece, February 5, 2018 -- FreeSeas Inc. (OTCPK: FREEF) (“FreeSeas” or the “Company”), a transporter of dry-bulk cargoes through the ownership and operation of one Handysize vessel, announced today that the Company’s Amended and Restated Articles of Incorporation are being amended to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio of one new share for every 5,000 shares currently outstanding.

The Company anticipates that its common stock will begin trading on a split-adjusted basis when the market opens on February 6, 2018. FreeSeas’ common stock will trade under the symbol “FREED” for 20 trading days and then will change back to “FREEF”. The common shares will also trade under a new CUSIP number Y26496243.

The reverse stock split will consolidate 5,000 shares of common stock into one share of common stock at a par value of $0.001 per share. The reverse stock split will not affect any shareholder’s ownership percentage of FreeSeas’ common shares, except to the limited extent that the reverse stock split would result in any shareholder owning a fractional share. Fractional shares of common stock will be rounded up to the nearest whole share.

After the reverse stock split takes effect, shareholders holding physical share certificates will receive instructions from American Stock Transfer and Trust Company LLC, the Company’s exchange agent, regarding the process for exchanging their shares.

About FreeSeas Inc.

FreeSeas Inc. is a Marshall Islands corporation with principal offices in Athens, Greece. FreeSeas is engaged in the transportation of drybulk cargoes through the ownership and operation of drybulk carriers. FreeSeas’ common stock trades on the OTCPK under the symbol “FREEF”. Risks and uncertainties are described in reports filed by FreeSeas Inc. with the SEC, which can be obtained free of charge on the SEC’s website at http://www.sec.gov. For more information about FreeSeas Inc., please visit the corporate website, www.freeseas.gr.

Forward-Looking Statements

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and the Company’s growth strategy and measures to implement such strategy. Words such as ‘‘expects,’’ ‘‘intends,’’ ‘‘plans,’’ ‘‘believes,’’ ‘‘anticipates,’’ ‘‘hopes,’’ ‘‘estimates,’’ and variations of such words and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, changes in the demand for dry bulk vessels; competitive factors in the market in which the Company operates; risks associated with operations outside the United States; and other factors listed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Contact Information:

At the Company

FreeSeas Inc.

Dimitris Filippas, Chief Financial Officer

011-30-210-72-97-015

info@freeseas.gr

www.freeseas.gr