6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2020

Commission File Number: 001-35025

PERFORMANCE SHIPPING INC.
(Translation of registrant's name into English)

373 Syngrou Avenue, 175 64 Palaio Faliro, Athens, Greece
(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 [X]       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): [  ].

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): [  ].

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Special Meeting of Shareholders

Performance Shipping Inc. (NASDAQ: PSHG), (the "Company"), a global shipping company specializing in the ownership of tankers, announced that a special meeting of shareholders of the Company was held on October 29, 2020 in Athens, Greece (the "Special Meeting"). Broadridge Financial Solutions, Inc. acted as inspector of the Special Meeting.

At the Special Meeting, the following proposal, which is set forth in more detail in the Notice of Special Meeting of Shareholders and the Company’s Proxy Statement sent to shareholders on or around October 1, 2020, was approved and adopted:

The approval of an amendment to the Company's Amended and Restated Articles of Incorporation to effect a reverse stock split of the Company's issued common stock, at a ratio of not less than one-for-two and not more than one-for-twenty, with the exact ratio to be set at a whole number within this range to be determined by the Company's board of directors, or any duly constituted committee thereof, in its discretion, and to authorize the Company's board of directors to implement the reverse stock split by filing an amendment to the Company's Amended and Restated Articles of Incorporation with the Registrar of Corporations of the Republic of the Marshall Islands.

Reverse Stock Split

The Company also announced that its Board of Directors (the “Board”) has determined to effect a reverse stock split of the Company’s common shares, par value $0.01 per share, at a ratio of one-for-ten. The Company’s shareholders approved the reverse stock split and granted the Board the authority to determine the exact split ratio and proceed with the reverse stock split at the Special Meeting. Attached to this report on Form 6-K (this "Report") as Exhibit 99.1 is a press release of the Company dated October 30, 2020, announcing the reverse stock split.

Attached to this Report as Exhibit 3.1 is a copy of the Articles of Amendment to the Amended and Restated Articles of Incorporation, as amended, of the Company, filed with the Registrar of Corporations of the Republic of the Marshall Islands on October 30, 2020, to effect the reverse stock split.

Attached to this Report as Exhibit 4.1 is a copy of the new form of share certificate for the Company's post-reverse stock split common shares.

The information contained in this Report on Form 6-K, excluding the included quote by Mr. Andreas Michalopoulos, is hereby incorporated by reference into the Company's registration statement on Form F-3 (File no. 333-197740) that was filed with the Commission with an effective date of August 13, 2014 and and the Company's registration statement on Form F-3 (File No. 333-237637), filed with the SEC with an effective date of April 23, 2020.

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, thereunto duly authorized.

PERFORMANCE SHIPPING INC.

(registrant)

Dated: November 2, 2020	By:	/s/ Andreas Michalopoulos
		Andreas Michalopoulos
		Chief Executive Officer, Director and Secretary

EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT

TO THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

PERFORMANCE SHIPPING INC.

PURSUANT TO SECTION 90 OF

THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT

The undersigned, Andreas Michalopoulos, as the Chief Executive Officerof Performance Shipping Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Corporation”), for the purpose of amending the Amended and Restated 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: Performance Shipping Inc.

2. The Articles of Incorporation were filed with the Registrar of Corporations on the 7^th day of January, 2010.

3. The Articles of Incorporation were amended and restated in their entirety and filed with the Registrar of Corporations on the 19^th day of February, 2010; were further amended and restated in their entirety and filed with the Registrar of Corporations on the 5^th day of March, 2010; and were further amended and restated in their entirety and filed with the Registrar of Corporations on the 5^th day of April, 2010 (the “Amended and Restated Articles of Incorporation”).

4. The Statement of Designations of rights, preferences and privileges of the Corporation’s Series A Participating Preferred Stock was filed with the Registrar of Corporations on the 2^nd day of August, 2010.

5. Articles of Amendment were filed with the Registrar of Corporations on the 8^th day of June, 2016.

6. The Statement of Designations of rights, preferences and privileges of the Corporation’s Series B-1 Convertible Preferred Stock was filed with the Registrar of Corporations on the 21^st day of March, 2017.

7. The Statement of Designations of rights, preferences and privileges of the Corporation’s Series B-2 Convertible Preferred Stock was filed with the Registrar of Corporations on the 21^st day of March, 2017.

8. The Statement of Designations of rights, preferences and privileges of the Corporation’s Series C Preferred Stock was filed with the Registrar of Corporations on the 30^th day of May, 2017.

9. Articles of Amendment were filed with the Registrar of Corporations on the 3^rd day of July, 2017.

10. Articles of Amendment were filed with the Registrar of Corporations on the 26^th day of July, 2017.

11. Articles of Amendment were filed with the Registrar of Corporations on the 23^rd day of August, 2017.

12. Articles of Amendment were filed with the Registrar of Corporations on the 22^nd day of September, 2017.

13. Articles of Amendment were filed with the Registrar of Corporations on the 1^st day of November, 2017.

14. Articles of Amendment were filed with the Registrar of Corporations on the 25^th day of February, 2019.

15. Section D of the Amended and Restated Articles of Incorporation is hereby amended by adding the following paragraph to the end of such Section:

“Effective with the commencement of business on November 2, 2020, the Corporation has effected a one-for-ten reverse stock split as to its issued common stock, pursuant to which the number of issued shares of common stock shall decrease from 50,155,299 to 5,015,527, 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 registered shares of common stock the Corporation is authorized to issue or the par value of the common stock. The stated capital of the Corporation is hereby reduced from $501,552.99 to $50,155.27, as adjusted for the cancellation of fractional shares, and which may be further adjusted for the cancellation of fractional shares, and the amount of $451,397.72, as adjusted for the cancellation of fractional shares, and which may be further adjusted for the cancellation of fractional shares, is allocated to surplus.”

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

17. This amendment to the Amended and Restated Articles of Incorporation was approved by the affirmative vote of a majority of all outstanding shares of the Corporation with a right to vote thereon at the Special Meeting of Shareholders of the Corporation held on October 29, 2020, and by the Corporation’s Board of Directors on September 29, 2020 and October 29, 2020.

IN WITNESS WHEREOF, the undersigned has executed this Amendment to the Amended and Restated Articles of Incorporation on this 30^th day of October, 2020.

/s/ Andreas Michalopoulos

Name: Andreas Michalopoulos

Title: Chief Executive Officer

EX-4.1

Exhibit 4.1

EX-99.1

Exhibit 99.1

Corporate Contact:

Andreas Michalopoulos

Chief Executive Officer, Director and Secretary

Telephone: +30-216-600-2400

Email: amichalopoulos@pshipping.com

Website: www.pshipping.com

Investor and Media Relations:

Edward Nebb

Comm-Counsellors, LLC

Telephone: + 1-203-972-8350

Email: enebb@optonline.net

PERFORMANCE SHIPPING INC. ANNOUNCES ONE-FOR-TEN  REVERSE STOCK SPLIT AND AVAILABILITY OF NEW CORPORATE PRESENTATION

ATHENS, GREECE, October 30, 2020 – Performance Shipping Inc. (NASDAQ: PSHG), (the “Company”), a global shipping company specializing in the ownership of tankers, today announced that its Board of Directors has determined to effect a reverse stock split of the Company’s common shares, par value $0.01 per share, at a ratio of one-for-ten. The Company’s shareholders approved the reverse stock split at the Company’s Special Meeting of Shareholders held on October 29, 2020.

The reverse stock split will take effect, and the Company’s common shares will begin trading on a split-adjusted basis on the Nasdaq Capital Market, as of the opening of trading on November 2, 2020 under the existing trading symbol “PSHG.” The CUSIP number of Y67305 121 will be assigned to the Company’s common shares when the reverse stock split becomes effective.

Commenting on the reverse stock split, Mr. Andreas Michalopoulos, the Company’s Chief Executive Officer, stated:

“The Company is fully committed to maintaining its Nasdaq listing, and the reverse stock split announced today is necessary as the Company was unfortunately left with no other option to regain compliance with Nasdaq’s minimum bid price rule. This reverse stock split is not linked to any equity offering. Over the past fifteen months and despite the challenging COVID-19 pandemic, the Company has successfully completed a significant transformation.”

This transformation has included the following developments:

• Exited the container ship sector to focus exclusively on the tanker sector;

• Acquired four Aframax tankers;

• Chartered one of our tankers for approximately 18 months at $28,000 to a major national oil company;

• Simplified its capital structure, leaving only common shares outstanding;

• Appointed a new management team and maintained full transparency with all management functions performed in house; and

• Initiated a new variable quarterly dividend policy coupled with our specific low leverage target and declared our first dividend.

A detailed presentation articulating the Company’s new business strategy is available on our website at http://www.pshipping.com/for-our-investors. Information contained on our website does not constitute a part of this press release.

Mr. Michalopoulos added:

“We believe the implementation of our new business strategy over the near term will help address our low valuation as evidenced by our equity market capitalization being below our cash on hand and at a deep discount to our net asset value.”

Upon effectiveness of the reverse stock split, every ten of the Company’s issued common shares will be combined into one issued common share, without any change to the par value per share. This will reduce the number of outstanding common shares of the Company from approximately 50.2 million shares to approximately 5.0 million shares.

No fractional shares will be issued in connection with the reverse stock split. Shareholders who would otherwise hold a fraction of a common share of the Company will receive a cash payment in lieu thereof at a price equal to that fraction of a share to which the shareholder would otherwise be entitled multiplied by the closing price of the Company’s common shares on the Nasdaq Capital Market on October 30, 2020.

Shareholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the impact of the reverse stock split reflected in their accounts on or after November 2, 2020. Such beneficial holders may contact their bank, broker, or nominee for more information.

Shareholders with shares held in certificate form will receive instructions from the Company’s exchange agent, Computershare, for exchanging their stock certificates for a new certificate representing the shares of common stock resulting from the reverse stock split.

Additional information about the reverse stock split can be found in the Company’s proxy statement mailed to shareholders on or around October 1, 2020, a copy of which was furnished to the U.S. Securities and Exchange Commission (the “Commission”) on October 2, 2020 on the Company’s Report of Foreign Private Issuer on Form 6-K and is available on the Commission’s website at www.sec.gov.

About the Company

Performance Shipping Inc. is a global provider of shipping transportation services through its ownership of four Aframax tankers. The Company's current fleet of tanker vessels is employed primarily on short to medium term charters with leading energy companies and traders.

Cautionary Statement Regarding Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe," "anticipate," "intends," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect," "pending" and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for our vessels, changes in our operating expenses, including bunker prices, dry-docking and insurance costs, the market for our vessels, availability of financing and refinancing, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, the length and severity of the novel coronavirus (COVID-19) pandemic and its impact on the demand for seaborne transportation of petroleum and other types of products, potential disruption of shipping routes due to accidents or political events, vessel breakdowns and instances of off-hires and other factors. Please see our filings with the U.S. Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.