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Capital Stock and Changes in Capital Accounts
 6 Months Ended
Jun. 30, 2023
Capital Stock and Changes in Capital Accounts  
Capital Stock and Changes in Capital Accounts
8.
 
Capital Stock and Changes in Capital Accounts
a)
 
Preferred
 
stock
:
 
As
 
of
 
June
 
30,
 
2023,
 
and
 
December
 
31,
 
2022,
 
the
 
Company’s
 
authorized
preferred stock consists of
25,000,000
 
shares (all in registered form), par value $
0.01
 
per share, of which
1,000,000
 
shares
 
are
 
designated
 
as
 
Series
 
A
 
Participating
 
Preferred
 
Shares,
5,000,000
 
shares
 
are
designated as
 
Series B
 
Preferred
 
Shares,
10,675
 
shares are
 
designated as
 
Series C
 
Preferred Shares
and
400
 
shares are
 
designated as
 
Series D
 
Preferred Shares.
 
As of
 
June 30,
 
2023 and
 
December 31,
2022, the Company had
zero
 
Series A Participating Preferred Shares issued and outstanding.
b)
 
Series
 
B
 
Preferred
 
Stock:
 
As
 
of
 
June
 
30,
 
2023,
 
and
 
December
 
31,
 
2022,
 
the
 
Company
 
had
2,600,000
 
Series B
 
Preferred Shares
 
issued and
 
outstanding with
 
par value
 
$
0.01
 
per share,
 
at $
25.00
per share and with liquidation preference at $
25.00
 
per share.
Holders of Series B Preferred Shares have
no voting rights other than the ability, subject to certain exceptions, to elect one director if dividends for
six quarterly dividend periods (whether or not consecutive) are in arrears and certain other limited
protective voting rights.
 
Also, holders
 
of Series
 
B Preferred
 
Shares rank
 
prior to
 
the holders
 
of common
shares with respect to
 
dividends, distributions and payments upon
 
liquidation and are
 
subordinated to all
of the existing and future indebtedness.
Dividends
 
on
 
the
 
Series
 
B
 
Preferred
 
Shares
 
are
 
cumulative
 
from
 
the
 
date
 
of
 
original
 
issue
 
and
 
are
payable on the
 
15th day of
 
January,
 
April, July and
 
October of
 
each year at
 
the dividend rate
 
of
8.875
%
per
 
annum,
 
or
 
$
2.21875
 
per
 
share
 
per
 
annum.
 
For
 
the
 
six
 
months
 
ended
 
June
 
30,
 
2023
 
and
 
2022,
dividends
 
on
 
Series
 
B
 
Preferred Shares
 
amounted to
 
$
2,884
 
and
 
$
2,884
,
 
respectively.
 
Since
 
February
14, 2019, the
 
Company may redeem,
 
in whole or
 
in part, the
 
Series B Preferred
 
Shares at a
 
redemption
price of
 
$
25.00
 
per share
 
plus an
 
amount equal
 
to all
 
accumulated and
 
unpaid dividends
 
thereon to
 
the
date of redemption, whether or not declared.
 
c)
 
Series
 
C
 
Preferred
 
Stock
:
 
As
 
of
 
June
 
30,
 
2023,
 
and
 
December
 
31,
 
2022,
 
the
 
Company
 
had
10,675
 
shares
 
of
 
Series
 
C
 
Preferred
 
Stock,
 
issued
 
and
 
outstanding,
 
with
 
par
 
value
 
$
0.01
 
per
 
share,
owned by an affiliate
 
of its Chief Executive Officer,
 
Mrs. Semiramis Paliou.
The Series C Preferred Stock
votes with the common shares of the Company, and each share entitles the holder thereof to 1,000 votes
on all matters submitted to a vote of the shareholders of the Company.
 
The Series C Preferred Stock has
no dividend or liquidation
 
rights and cannot be
 
transferred without the consent
 
of the Company except to
the holder’s affiliates and immediate family members.
d)
 
Series D Preferred Stock
: As of June
 
30, 2023, and December 31,
 
2022, the Company had
400
shares of Series D Preferred Stock, issued and outstanding, with par value $
0.01
 
per share, owned by an
affiliate
 
of
 
its
 
Chief
 
Executive
 
Officer,
 
Mrs.
 
Semiramis
 
Paliou.
 
The
 
Series
 
D
 
Preferred
 
Stock
 
is
 
not
redeemable
 
and
 
has
no
 
dividend
 
or
 
liquidation
 
rights.
The Series D Preferred Stock vote with the
common shares of the Company, and each share of the Series D Preferred Stock entitles the holder
thereof to up to 100,000 votes, on all matters submitted to a vote of the shareholders of the Company,
subject to a maximum number of votes eligible to be cast by such holder derived from the Series D
Preferred Shares and any other voting security of the Company held by the holder to be equal to
the lesser of (i) 36% of the total number of votes entitled to vote on any matter put to shareholders of the
Company and (ii) the sum of the holder’s aggregate voting power derived from securities other than the
Series D Preferred Stock and 15% of the total number of votes entitled to be cast on matters put to
shareholders of the Company.
 
The
 
Series
 
D
 
Preferred
 
Stock
 
is
 
transferable
 
only
 
to
 
the
 
holder’s
immediate family members and to affiliated persons or entities.
 
e)
 
Issuance
 
of Common
 
Shares:
On
 
January 30,
 
2023, the
 
Company issued
2,033,613
 
common
shares, at
 
$
3.84
, to
 
Sea Trade
 
upon exercise
 
by Sea
 
Trade
 
of a
 
warrant it
 
held for
 
the acquisition
 
of a
vessel
 
(Note
 
3).
 
The
 
Company did
no
t
 
receive
 
any
 
proceeds
 
from
 
the
 
exercise
 
of
 
the
 
warrants by
 
Sea
Trade and the exercise price of the shares issued was included in the price of the vessels
 
acquired.
f)
 
Dividend on Common Stock:
On March 20,
 
2023, the Company paid
 
a dividend on its
 
common
stock
 
of
 
$
0.15
 
per
 
share,
 
or
 
$
15,965
,
 
to
 
its
 
shareholders
 
of
 
record
 
as
 
of
 
March
 
13,
 
2023.
 
On
 
May
 
26,
2023, the Company declared a dividend on
 
its common stock of $
0.15
 
per share, or $
15,965
, payable on
July 10,
 
2023 in
 
shares of
 
common stock
 
or,
 
upon the
 
election of
 
common shareholders,
 
in cash,
 
to all
shareholders of record as of June 12, 2023 (Note 12).
g)
 
Dividend in
 
Kind:
On
 
June 9,
 
2023, the
 
Company distributed
 
the
 
Company’s investment
 
in the
Series D
 
Preferred Shares
 
of OceanPal
 
in the
 
form of
 
a stock
 
dividend amounting
 
to $
10,761
, or
 
$
0.10
per share, to its shareholders of record as of April 24, 2023 (Notes 2(d) and
 
3).
h)
 
Incentive Plan:
On February 22, 2023,
 
the Company’s Board of
 
Directors approved the award of
1,750,000
 
shares
 
of
 
restricted
 
common
 
stock
 
to
 
executive
 
management
 
and
 
non-executive
 
directors,
pursuant to the Company’s
 
Equity Incentive Plan, as annual
 
bonus. The restricted shares have
 
a vesting
period of
 
three years
 
and their
 
fair value
 
amounted to
 
$
7,945
.
 
As of
 
June 30,
 
2023,
13,444,759
 
shares
remained reserved for issuance according to the Company’s incentive plan.
Restricted stock during the six months ended June 30, 2023 and
 
2022 is analyzed as follows:
Number of Shares
Weighted Average
Grant Date Price
Outstanding at December 31, 2021
9,514,649
$
2.83
Granted
1,470,000
 
4.15
Vested
(3,118,060)
 
2.84
Outstanding at June 30, 2022
7,866,589
$
3.06
Outstanding at December 31, 2022
7,866,589
$
3.07
Granted
1,750,000
4.54
Vested
(2,822,753)
3.05
Outstanding at June 30, 2023
6,793,836
$
3.45
The
 
fair
 
value
 
of
 
the
 
restricted
 
shares
 
has
 
been
 
determined
 
with
 
reference
 
to
 
the
 
closing
 
price
 
of
 
the
Company’s
 
stock
 
on
 
the
 
date
 
such
 
awards
 
were
 
approved
 
by
 
the
 
Company’s
 
board
 
of
 
directors.
 
The
aggregate
 
compensation
 
cost
 
is
 
recognized
 
ratably
 
in
 
the
 
consolidated
 
statement
 
of
 
income
 
over
 
the
respective
 
vesting
 
periods.
 
During
 
the
 
six
 
months
 
ended
 
June
 
30,
 
2023
 
and
 
2022,
 
compensation
 
cost
amounted to
 
$
4,826
 
and $
4,931
, respectively,
 
and is
 
included in
 
“General and
 
administrative expenses”
presented in the accompanying unaudited interim consolidated statements
 
of income.
As
 
of
 
June
 
30,
 
2023
 
and
 
December
 
31,
 
2022,
 
the
 
total
 
unrecognized
 
cost
 
relating
 
to
 
restricted
 
share
awards was
 
$
19,992
 
and $
16,873
, respectively.
 
As of
 
June 30,
 
2023, the
 
weighted-average period over
which
 
the
 
total
 
compensation
 
cost
 
related
 
to
 
non-vested
 
awards
 
not
 
yet
 
recognized
 
is
 
expected
 
to
 
be
recognized is
2.33
 
years.