UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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PETROGRESS, INC. |
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(Name of Issuer) |
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Common Stock, par value $0.001 |
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(Title of Class of Securities) |
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71650A 101 |
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(CUSIP Number) |
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Jeffrey M. McPhaul Winstead PC 2728 N. Harwood Street, Suite 500 Dallas, Texas 75201 |
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
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December 21, 2017 |
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(Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. □
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 71650A 101 |
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Names of Reporting Persons. Christos P. Traios
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Check the appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ |
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| 3. |
SEC Use Only.
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| 4. |
Source of Funds (See Instructions) 00 |
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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| 6. |
Citizenship or Place of Organization Greece |
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Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power | 254,880,000 | ||
| 8. | Shared Voting Power | 20,000,000 | |||
| 9. | Sole Dispositive Power | 254,880,000 | |||
| 10. | Shared Dispositive Power | 0 | |||
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Aggregate Amount Beneficially Owned by Each Reporting Person 274,880,000 |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
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| 13. |
Percent of Class Represented by Amount in Row (11) 86.5%(1) |
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| 14. |
Type of Reporting Person (See Instructions) IN
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(1) As of December 21, 2017, the Issuer had 317,875,907 shares of Common Stock, par value $0.001 (“Common Stock”) and 100 shares of Series A Preferred Stock, par value $0.001 per share (“Series A Stock”) issued and outstanding. The Reporting Person owns 254,880,000 shares of the Issuer’s Common Stock and 100 shares of the Issuer’s Series A Stock. The Reporting Person also holds irrevocable proxies to exercise voting rights with respect to 20,000,000 shares of the Issuer’s Common Stock held by certain third party stockholders. As such the Reporting Person beneficially holds 86.5% of issued and outstanding shares of the Issuer’s Common Stock and 100% of the Issuer’s issued and outstanding shares of Series A Stock.
This Amendment No. 1 to Schedule 13D (this “Schedule 13D Amendment No. 1”) amends the information provided in the Statement on Schedule 13D filed on October 24, 2017 (the “Original Schedule 13D”). This Schedule 13D Amendment No. 1 amends the information disclosed in the Original Schedule 13D as set forth herein. Except as otherwise specified in this Schedule 13D Amendment No. 1, all items left blank remain unchanged in all material respects. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Original Schedule 13D.
Responses to each item of this Schedule 13D Amendment No. 1 are incorporated by reference into the response to each other item, as applicable.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Person participated in a stock exchange transaction (the “Exchange Transaction”) executed pursuant to the terms of an Agreement Concerning the Exchange of Securities by and Among 800 Commerce, Inc. (the former name of the Issuer) and Petrogres Co. Limited (“Petrogres”), a Marshall Islands corporation, and the Security Holders of Petrogres, dated February 29, 2016 (the “Exchange Agreement”), whereby the Reporting Person exchanged (i) 1,000,000 shares, representing all outstanding shares of the common stock of Petrogres for 136,000,000 shares of the Common Stock of the Issuer.
The Issuer issued 100 shares of its Series A Stock to the Reporting Person on October 11, 2017 in consideration of, and as provided in, the Employment Agreement between the Issuer and the Reporting Person effective as of April 1, 2017.
On May 12, 2017 the Issuer issued an 8% Convertible Promissory Note (the “Convertible Note”) in the original principal amount of $134,600 to the Reporting Person. Under the terms of the Convertible Note, all principal and accrued interest under the Convertible Note were convertible into Shares of Common Stock of the Issuer at a conversion price of $0.001 per share. On December 21, 2017 the Reporting Person exercise his rights to convert the Convertible Note into 139,880,000 shares of the Common Stock of the Issuer.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
On February 29, 2016 (the “Closing Date”), the Issuer, Petrogres and the Reporting Person executed the Exchange Agreement, pursuant to which the Reporting Person exchanged all of his issued and outstanding shares of Petrogres common stock (1,000,000 shares) (the “Petrogres Common Stock”) for an aggregate of 136,000,000 newly issued shares of Issuer Common Stock.
As a result of the Exchange Transaction described above, the Reporting Person acquired, in the aggregate, approximately 85% of the issued and outstanding Issuer Common Stock and Petrogres became a wholly owned subsidiary of the Issuer as of the Closing Date. As part of Exchange Transaction, the Reporting Person who was sole shareholder and chief executive officer of Petrogres was appointed to the Board of Directors of the Issuer and B. Michael Friedman resigned as the Chief Executive Officer and as the sole member of the Board of Directors of the Issuer.
The Issuer issued 100 shares of its Series A Stock to the Reporting Person on October 11, 2017 in consideration of, and as provided in, the Employment Agreement between the Issuer and the Reporting Person effective as of April 1, 2017. The Issuer’s Series A Stock, is a class of preferred stock that provides the holder(s), as a class, with the right to two (2) votes for each share of Common Stock issued and outstanding, and furthermore requires class voting such that the holders of a majority of the shares of Series A Stock must approve, as a class, any matter requiring stockholder approval. The establishment and issuance of the Series A Stock vests the Reporting Person with total authority over any matters requiring stockholder approval.
As a result of the Exchange Transaction, the business of Petrogres is now the principal business of the Issuer. The purpose of the Exchange Transaction was to provide Petrogres, as a wholly owned subsidiary of Issuer, a platform for operating in the public markets. The Reporting Person participated in Exchange Transaction and acquired the shares of Issuer’s Common and Series A Stock (collectively, the “Shares”) for investment purposes. Consistent with such purposes, the Reporting Person has had, and may have in the future, discussions with management and the Board of Directors of the Issuer regarding the Issuer’s operations, prospects, business and financial strategies and other matters as the Reporting Persons deem relevant to his investment in the Shares and any other securities of the Issuer.
On May 12, 2017 the Issuer issued an 8% Convertible Promissory Note (the “Convertible Note”) in the original principal amount of $134,600 to the Reporting Person. Under the terms of the Convertible Note, all principal and accrued interest under the Convertible Note were convertible into Shares of Common Stock of the Issuer at a conversion price of $0.001 per share. On December 21, 2017 the Reporting Person exercise his rights to convert the Convertible Note into 139,880,000 shares of the Common Stock of the Issuer. As a result of the conversion transaction, the Reporting Person’s beneficial ownership of the Issuer’s Common Stock increased to 274,880,000 shares, representing 86.5% of the issued and outstanding shares of the Issuer’s Common Stock.
The Reporting Person will continue to evaluate his investment position in the Issuer and may, depending on the Issuer’s performance and market and other conditions, increase or decrease his investment position in the Shares and other securities of the Issuer. The Reporting Person reserves the right to determine in the future whether to change the purpose or purposes herein described or whether to adopt plans or proposals regarding the Issuer or any of its securities.
Except as otherwise set forth herein, the Reporting Person has no specific plans or proposals that relate to or would result in any of the following:
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(a) |
the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
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(b) |
an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; |
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(c) |
a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
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(d) |
any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of the Issuer’s Board of Directors or to fill any existing vacancies thereon; |
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(e) |
any material change in the present capitalization or dividend policy of the Issuer; |
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any other material change in the Issuer’s business or corporate structure; |
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(g) |
changes in the Issuer’s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
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(h) |
causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
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(i) |
a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or |
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(j) |
any action similar to any of those enumerated above. |
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) As of December 21, 2017, the Issuer had 317,875,907 shares of Common Stock issued and outstanding. The Reporting Person beneficially owns a total of 274,880,000 shares of the Issuer’s Common Stock, or 86.5% of issued and outstanding shares. 254,880,000 shares of the Issuer’s Common Stock beneficially owned are held in the Reporting Person’s name and the Reporting Person also holds irrevocable proxies to exercise voting rights with respect to 20,000,000 shares of the Issuer’s Common Stock held by certain third party stockholders. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and generally includes voting of investment power with respect to securities.
(b) The Reporting Person has the sole power to vote and direct the voting of 274,880,000 shares of the Issuer’s Common Stock (254,880,000 held directly by the Reporting Person and 20,000,000 by virtue of irrevocable proxies granted by third party stockholders). The Reporting Person has the sole power to dispose of and direct the disposition of 254,880,000 shares of the Issuer’s Common Stock held directly by the Reporting Person.
(c) The Reporting Person entered into a Share Donation Agreement dated September 29, 2017 effecting the transfer of 10,000,000 shares of the Issuer’s Common Stock from the Reporting Person to Dimitrios Pappas. Mr. Pappas executed an Irrevocable Proxy in favor of the Reporting Person in connection with the transfer vesting the Reporting Person with the right to vote the subject shares until September 29, 2018. The Reporting Person received no consideration for the transfer.
The Reporting Person entered into a Share Donation Agreement dated September 29, 2017 effecting the transfer of 5,000,000 shares of the Issuer’s Common Stock from the Reporting Person to Dimitrios Sorotos. Mr. Sorotos executed an Irrevocable Proxy in favor of the Reporting Person in connection with the transfer vesting the Reporting Person with the right to vote the subject shares until September 29, 2018. The Reporting Person received no consideration for the transfer.
The Reporting Person transferred 5,000,000 shares of the Issuer’s Common Stock from the Reporting Person to Nikolaos Pirounias. Mr. Pirounias executed an Irrevocable Proxy in favor of the Reporting Person in connection with the transfer vesting the Reporting Person with the right to vote the subject shares until September 29, 2018. The Reporting Person received no consideration for the transfer.
The Reporting Person transferred 1,000,000 shares of the Issuer’s Common Stock from the Reporting Person to John Moraites on September 29, 2017. The Reporting Person received no consideration for the transfer.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D.
(e) Not applicable.
Item 7. Material To Be Filed As An Exhibit
Item 7 of the Schedule 13D is hereby amended to add the following disclosure:
Exhibit 1: 8% Convertible Promissory Note issued May 12, 2017 to Christos Traios
Signature
After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this statement is true, complete and correct.
| Dated: December 21, 2017 | /s/ Christos P. Traios |
| Christos P. Traios, Individually |
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Exhibit 1
This Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the provisions of any applicable state securities laws, but has been acquired by the registered holder hereof for purposes of investment and in reliance on statutory exemptions under the Securities Act, and under any applicable state securities laws. This Note may not be sold, pledged, transferred or assigned except in a transaction which is exempt under provisions of the Securities Act and any applicable state securities laws or pursuant to an effective registration statement; and in the case of an exemption, only if the Company has received an opinion of counsel satisfactory to the Company that such transaction does not require registration of this Note. This note is exempt from registration under section 4(2) of the Securities Act.
PETROGRESS, INC.
| Issuance Date: May 12, 2017 | Original Principal Amount: USD $134,600 |
8% CONVERTIBLE PROMISSORY NOTE
FOR VALUE RECEIVED, PETROGRESS, INC., a corporation incorporated and existing under the laws of the State of Delaware (the “Company”), hereby promises to pay to the order of CHRISTOS TRAIOS, or its registered assign(s) (the “Holder”), the principal sum of One Hundred Thousand Thirty Four Six Hundred Dollars ($134,600) (the “Note”).
1. Payments; Prepayment.
(a) Payments. This Note is issued on May 12, 2017 (the “Closing Date”). Interest payable on the outstanding principal of this Note shall accrue from the Closing Date at a rate equal to eight percent (8%) and be computed for actual days elapsed on the basis of a 360 day year consisting of twelve 30-day months. Except as provided elsewhere in this Section 1, the principal and accrued but unpaid interest of this Note (collectively, the “Principal”) shall be payable on or before November 12, 2017 (the “Maturity Date”). On the first business day following the Maturity Date, sent by overnight courier or registered mail, the Holder shall receive payment of the outstanding Principal. All payments in respect of the Principal shall be made in cash in U.S. dollars and in immediately available funds.
(b) Voluntary Prepayment. The Principal amount of this Note may be prepaid by the Company, in whole or in part, without penalty, at any time. Upon any prepayment of a portion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Company to the Holder for the principal balance of this Note which shall not have been paid.
2. Conversion into Common Stock.
(a) Voluntary Conversion. Subject to and upon compliance with the provisions of Sections 2(c) through 2(e) of this Note, at any time while this Note is outstanding, the Holder shall have the right, at its option, to convert all or a part of the outstanding Principal Date into that number of shares of Common Stock equal to the result of dividing the Principal amount of this Note to be converted by $0.001 (as may be adjusted for stock splits, stock dividends, subdivisions or combinations of, or similar transactions in, the Common Stock, the “Conversion Price”).
(b) Reduction of Principal. The Principal due hereunder shall automatically be reduced by the amount of Principal that has previously been converted pursuant to Section 2(a) hereof. For purposes of the calculation of interest payable on this Note, such reduction of Principal shall be deemed to have occurred as of the date of such conversion.
(c) Conversion Mechanics. In order to exercise its voluntary conversion rights pursuant to Section 2 of this Note, the Holder shall deliver a written notice of election to convert sent by overnight courier or registered mail (the “Conversion Notice”) setting forth the amount of Principal the Holder is electing to convert, duly completed and signed, to the Company. Each conversion shall be deemed to have been effected immediately prior to the close of business on the first business day following the date that the Conversion Notice is sent to the Company (the “Conversion Date”), and the Holder shall be deemed to have become the holder of record of the shares of Common Stock at such time and on such date.
(d) Delivery of Certificate(s). As promptly as practicable after delivery by the Holder of the Conversion Notice and in any event within two (2) Business Days after such delivery, the Company shall issue and deliver to the Holder a certificate or certificates for the number of full shares of Common Stock. In the event that less than the total Principal together with any accrued but unpaid interest thereon remaining under this Note is converted pursuant to this Section 2, the Company shall, simultaneously with the issuance of certificates for the shares of Common Stock issuable upon conversion of all or part of this Note, cause the Company to issue and deliver to the Holder (or in accordance with the instructions of the Holder) a new Note for the balance of the Principal not so converted. All shares of Common Stock delivered upon conversion of all or part of this Note will upon delivery in accordance with the provisions hereof be duly and validly issued and fully paid and nonassessable, free of all liens and charges and not subject to any preemptive rights.
(e) Fractional Shares. No fractional shares or securities representing fractional shares of Common Stock shall be issued upon conversion of all or part of this Note. Any fractional interest in a share of Common Stock resulting from conversion of all or part of this Note shall be paid in cash (computed to the nearest cent) equal to such fraction multiplied by the Conversion Price on the date of such conversion.
3. Covenants of Company
The Company covenants and agrees that, so long as any principal of this Note shall remain unpaid, unless the Holder shall otherwise consent in writing, it will comply with the following terms:
(a) Compliance with Laws. The Company will comply, in all material respects with all applicable laws, rules, regulations and orders, except to the extent that noncompliance would not have a material adverse effect upon the business, operations or financial condition of the Company taken as a whole.
(b) Preservation of Existence. The Company will maintain and preserve, and cause each subsidiary, if any, to maintain and preserve, its existence, and become or remain duly qualified and in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the business, operations or financial condition of the Company, taken as a whole.
(c) Maintenance of Properties. The Company will maintain and preserve, all of its properties which are necessary in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted, and comply, at all times with the provisions of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any forfeiture or material loss thereof or thereunder.
(d) Keeping of Records and Books of Account. The Company will keep adequate records and books of account, with complete entries made in accordance with generally accepted accounting principles, reflecting all of its financial and other business transactions.
4. Events of Default and Remedies
(a) Any one or more of the following events which shall have occurred and be continuing shall constitute an event of default (“Event of Default”):
(i) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 4(a)(i);
(ii) Any proceeding shall be instituted against the Company seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for the Company or for any substantial part of its property, and either such proceeding shall not have been dismissed or shall not have been stayed for a period of sixty (60) days or any of the actions sought in such proceeding (including, without limitation, the entry of any order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property) shall occur; or
(iii) The Company shall fail to pay the any part of the Principal when due hereunder;
(b) If an Event of Default described above has occurred, then the Holder may, without further notice to the Company, declare the principal amount of this Note at the time outstanding, and all other amounts payable under this Note to be forthwith due and payable, whereupon such principal and all such amounts shall become and be forthwith due and payable.
(c) The Company covenants that in case the Principal of the Note becomes due and payable by declaration or otherwise, then the Company will pay in cash to the Holder of this Note, the whole amount that then shall have become due and payable on this Note for Principal. In case the Company shall fail forthwith to pay such amount, the Holder may commence an action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree against Company or other obligor upon this Note, wherever situated, the monies adjudicated or decreed to be payable.
5. Miscellaneous
(a) This Note has been issued by the Company pursuant to authorization of the Board of Directors of the Company.
(b) The Company may consider and treat the party in whose name this Note shall be registered as the absolute owner thereof for all purposes whatsoever (whether or not this Note shall be overdue) and the Company shall not be affected by any notice to the contrary. Subject to the limitations herein stated, the registered owner of this Note shall have the right to transfer this Note by assignment, and the transferee thereof shall, upon his registration as owner of this Note, become vested with all the powers and rights of the transferor. Registration of any new owners shall take place upon presentation of this Note to the Company at its principal offices, together with a duly authenticated assignment. In case of transfer by operation of law, the transferee agrees to notify the Company of such transfer and of its address, and to submit appropriate evidence regarding the transfer so that this Note may be registered in the name of the transferee. This Note is transferable only on the books of the Company by the holder hereof, in person or by attorney, on the surrender hereof, duly endorsed. Communications sent to any registered owner shall be effective as against all holders or transferees of the Note not registered at the time of sending the communication.
(c) Payments of Principal shall be made as specified above to the registered owner of this Note.
(d) Except in its capacity as a holder of shares of Common Stock, the Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, whether at law or in equity, and the rights of the Holder are limited to those expressed in this Note.
(e) Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Note, if mutilated, the Company shall execute and deliver a new Note of like tenor and date.
(f) This Note shall be construed and enforced in accordance with the laws of the State of New York, without regard to the principles of conflicts of law thereof. The Company and the Holder hereby consent to the jurisdiction of the Courts of the State of New York and the United States District Courts situated therein in connection with any action concerning the provisions of this Note instituted by the Holder against the Company.
(g) No provision of this Note may be waived or amended, except in a written instrument signed, in the case of an amendment, by the Company and the Holder, or in the case of a waiver, by the Holder.
(h) The Company hereby covenants and agrees that the Company will not avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note.
(i) No remedy conferred in this Note is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or now or hereinafter existing at law or in equity or by statute or otherwise. Nothing contained in this Note shall be construed to extend any payment date or the Maturity Date or require any notice for payment on the Maturity Date or any other payment date.
(j) If any provision of this Note is declared by a court of competent jurisdiction to be in any way invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.
IN WITNESS WHEREOF, the Company has caused this Note to be signed in its name by its duly authorized officers.
| PETROGRESS, INC. | |||
| By: | |||
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Christos Traios Chief Executive Officer |
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