8-A12B/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

Amendment No. 3

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

CASTOR MARITIME INC.

(Exact Name of Registrant as Specified in Its Charter)

Republic of the Marshall Islands	98-1541622
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification no.)

223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus	Not Applicable
(Address of Principal Executive Offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be so Registered	Name of Each Exchange on Which Each Class is to be Registered
Common Shares, par value $0.001 per share	Nasdaq Capital Market

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box:☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box:☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box:☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

N/A.

Securities to be registered pursuant to Section 12(g) of the Act: N/A.

EXPLANATORY NOTE

This Amendment No. 3 (this “Amendment”) to Form 8-A amends the information set forth in Item 1 of the Registration Statement on Form 8-A, filed by Castor Maritime Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) on February 6, 2019, as amended by Amendment No. 1 to the Form 8-A, filed by the Registrant with the Commission on February 8, 2019, and Amendment No. 2 to the Form 8-A, filed by the Registrant with the Commission on May 28, 2021 (as amended, the “Form 8-A”).

No new securities are being registered pursuant to this Amendment, which is being filed solely to update the description of the Registrant’s common shares, par value $0.001 per share (the “Common Shares”) to reflect a reverse stock split at a ratio of one-for-10.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered

A reverse stock split (the "Reverse Stock Split") of the Common Shares became effective on March 27, 2024 (the "Effective Date"). Pursuant to the Reverse Stock Split, every 10 of the issued and outstanding Common Shares were combined into one issued and outstanding Common Share, without any change to (i) the par value of $0.001 per share or (ii) any shareholder’s ownership percentage of the Common Shares, subject to the effects of rounding. The number of authorized Common Shares and preferred shares of the Registrant, par value $0.001 per share, remained unchanged at 1,950,000,000 shares and 50,000,000 shares, respectively. Immediately following the Effective Date, the Common Shares have the same voting rights and are identical in all other respects to the Common Shares prior to the effectiveness of the Reverse Stock Split.

The foregoing summary of the Reverse Stock Split does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment to the Articles of Incorporation of the Company, as amended (the “Articles of Amendment”), which were filed with the Registry of the Marshall Islands on March 26, 2024 and are attached hereto as Exhibit 99.1. The Common Shares are described in the Articles of Amendment and Exhibit 2.2 to the Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2023, filed with the Commission on February 29, 2024, each of which are incorporated by reference herein.

Item 2. Exhibits.

99.1	Articles of Amendment to the Articles of Incorporation of the Company, as amended.
99.2	Form of Common Share Certificate of the Company.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: March 27, 2024
	Castor Maritime Inc.
	By:	/s/ Petros Panagiotidis
	Name:	Petros Panagiotidis
	Title:	Chairman, Chief Executive Officer and Chief Financial Officer

EX-99.1

Exhibit 99.1

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

CASTOR MARITIME INC.

PURSUANT TO SECTION 90 OF

THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT

The undersigned, Petros Panagiotidis, as the Chairman, Chief Executive Officer and Chief Financial Officer of Castor Maritime Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Corporation”), for the purpose of amending the Articles of Incorporation of said Corporation pursuant to Section 90 of the Business Corporations Act, as amended, hereby certifies that:

1. The name of the Corporation is: Castor Maritime Inc.

2. The Articles of Incorporation were filed with the Registrar of Corporations on the 11th day of September, 2017, as was amended on the 27th day of May, 2021.

3. Section 3.2 of Article III of the Articles of Incorporation, is hereby amended and restated in its entirety to read as follows:

Section 3.2 Effective 9:00 a.m. ET on March 27, 2024, the Corporation shall effect a one-for-ten reverse stock split as to its issued and outstanding common shares, par value $0.001 per share, pursuant to which the number of issued common shares shall decrease from 96,623,876 to 9,662,387 shares, as adjusted for the cancellation of fractional shares and which may be further adjusted for the cancellation of fractional shares. The reverse stock split shall not change the number of common shares authorized to be issued or the par value of the common shares. The stated capital of the Corporation shall be reduced from $96,685.88 to $9,724.39, which may be further adjusted for the cancellation of fractional shares, and the reduction amount of $86,961.49, which may be further adjusted for the cancellation of fractional shares, shall be allocated to surplus.

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

5. This amendment to the Articles of Incorporation was approved by the affirmative majority of the voting power of the total number of shares of the Corporation issued and outstanding and entitled to vote thereon at the Annual Meeting of Shareholders of the Corporation held on September 1, 2023, and by the Corporation’s Board of Directors on March 14, 2024.

IN WITNESS WHEREOF, the undersigned has executed this Amendment to the Articles of Incorporation on this 26th day of March, 2024.

/s/ Petros Panagiotidis

Name: Petros Panagiotidis

Title: Chairman, Chief Executive Officer and Chief Financial Officer

EX-99.2

Exhibit 99.2

NUMBER His ertifies hatFULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.001 PER SHARE OF SHARES Castor MaritiMe inC.transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsedThis certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.DateD: AUTHORIZED SIGNATURE COUNTERSIGNED AND REGISTERED:AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCBROOKLYN, NYTRANSFER AGENT AND REGISTRAR PRESIDENT AND CHIEF EXECUTIVE OFFICER

 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	- as tenants in common	UNIF GIFT MIN ACT -	....................Custodian....................
TEN ENT	- as tenants by the entireties		(Cust)	(Minor)
JT TEN	- as joint tenants with right of survivorship and not as tenants in common		under Uniform Gifts to Minors
			Act...................
			(State)

Additional abbreviations may also be used though not in the above list.

For Value Received,                                                              hereby sell, assign and transfer unto  

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

 

 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

	Shares
of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

	Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

Signature(s) Guaranteed

By

The Signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved Signature Guarantee Medallion Program), pursuant to SEC Rule 17Ad-15.