PART I [Key Information](index=7&type=section&id=Item%203.%20Key%20Information) This section provides a five-year summary of the company's financial and operating data, highlighting significant revenue volatility, persistent net losses, and a substantial decline in Time Charter Equivalent (TCE) rates in 2020 [Selected Financial Data](index=7&type=section&id=A.%20Selected%20Financial%20Data) The company's financial performance from 2016 to 2020 shows significant volatility. Voyage revenues peaked in 2018 at **$17.4 million** and declined to **$11.8 million** in 2020. The company has reported comprehensive losses each year, with a particularly large loss of **$36.4 million** in 2019 due to a major impairment charge. Adjusted EBITDA was positive from 2017 to 2019 but turned negative in 2020 at (**$3.1 million**). Operationally, the daily Time Charter Equivalent (TCE) rate decreased significantly from **$9,213** in 2018 to **$5,210** in 2020 Consolidated Statement of Comprehensive Loss (2016-2020) | Indicator | 2020 | 2019 | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Voyage revenues** | $11.8M | $15.6M | $17.4M | $13.9M | $8.4M | | **Operating loss** | ($11.4M) | ($33.6M) | ($1.4M) | ($4.0M) | ($7.2M) | | **Total comprehensive loss** | ($17.4M) | ($36.4M) | ($3.6M) | ($6.5M) | ($9.8M) | | **Impairment loss** | $4.6M | $29.9M | - | - | - | | **Basic loss per share** | ($18.11) | ($873.36) | ($111.61) | ($251.83) | ($3,827.26) | | **Adjusted EBITDA** | ($3.1M) | $2.7M | $4.3M | $1.7M | ($3.5M) | Key Operational Data (2016-2020) | Indicator | 2020 | 2019 | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Fleet utilization** | 97.5% | 98.2% | 98.2% | 97.6% | 97.1% | | **Average number of vessels** | 5.2 | 5.0 | 5.0 | 5.0 | 5.2 | | **Daily time charter equivalent (TCE) rate** | $5,210 | $7,564 | $9,213 | $6,993 | $3,962 | | **Daily operating expenses** | $4,531 | $4,867 | $5,438 | $5,005 | $4,553 | Consolidated Statements of Cash Flows Data (2016-2020) | Indicator | 2020 | 2019 | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Net cash from operating activities** | ($6.2M) | $213 | $3.9M | $631 | ($3.6M) | | **Net cash from investing activities** | ($18.5M) | ($20) | ($126) | ($263) | $362 | | **Net cash from financing activities** | $41.5M | $2.1M | ($6.4M) | $2.2M | $1.4M | [Risk Factors](index=10&type=section&id=D.%20Risk%20Factors) The company faces significant risks from the volatile and cyclical nature of the dry bulk shipping industry, including fluctuating charter rates and vessel values, intense competition, and the impact of global events like pandemics and financial market disruptions - The international dry bulk shipping industry is characterized as cyclical and highly volatile, with charter rates, vessel values, and profitability subject to significant fluctuations based on supply and demand for vessel capacity[60](index=60&type=chunk) - The Baltic Dry Index (BDI), a key market benchmark, has been volatile and remains significantly below its **2008** peak. In **2020**, the BDI fell to a low of **407** before recovering to a high of **2,020**[64](index=64&type=chunk) - The COVID-19 pandemic negatively impacted **2020** voyage revenues, which decreased by **24%** year-over-year, and triggered a vessel impairment assessment resulting in a **$4.6 million** loss in Q1 **2020**[125](index=125&type=chunk) - The company's stock price has been highly volatile, with the closing price ranging from a peak of **$109.00** to a low of **$5.68** in **2020**, representing a **94.8%** decrease[139](index=139&type=chunk) - The company faces significant potential dilution from a large number of outstanding warrants. As of the report date, warrants to purchase over **9.7 million** common shares were outstanding from various offerings[141](index=141&type=chunk) - The company received a delisting notice from Nasdaq in March **2020** for failing to meet the **$1.00** minimum bid price requirement. It regained compliance in November **2020** after effecting a **1-for-100** reverse stock split[162](index=162&type=chunk) [Information on the Company](index=51&type=section&id=Item%204.%20Information%20on%20the%20Company) Globus Maritime is an integrated dry bulk shipping company operating a fleet of six vessels, detailing its corporate history, equity offerings, and the issuance of high-vote Series B preferred shares to an entity controlled by the CEO [History and Development of the Company](index=51&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) The company has undergone significant corporate and capital structure changes, including three reverse stock splits and multiple equity offerings in **2020-2021**, notably issuing high-vote Series B preferred shares to an entity controlled by the CEO - The company has executed multiple reverse stock splits to maintain its Nasdaq listing, including a **1-for-100** reverse stock split on October **21**, **2020**[256](index=256&type=chunk)[245](index=245&type=chunk)[240](index=240&type=chunk) - In **2020** and early **2021**, the company completed a series of public offerings and private placements, issuing a significant number of common shares and warrants to raise capital[247](index=247&type=chunk)[249](index=249&type=chunk)[250](index=250&type=chunk) - The company issued a total of **10,300** Series B preferred shares to Goldenmare Limited, an entity controlled by CEO Athanasios Feidakis. Each share carries **25,000** votes, subject to a **49.99%** aggregate voting power cap for the holder[257](index=257&type=chunk)[258](index=258&type=chunk)[259](index=259&type=chunk) - The company is expanding its fleet, having purchased one Kamsarmax vessel in October **2020** and entered into agreements to acquire two additional Kamsarmax vessels in early **2021**[263](index=263&type=chunk)[265](index=265&type=chunk)[266](index=266&type=chunk) [Business Overview](index=56&type=section&id=B.%20Business%20Overview) Globus Maritime is an integrated dry bulk shipping company providing worldwide marine transportation services with a fleet of six vessels, employing a flexible chartering strategy in a highly competitive market subject to extensive environmental and safety regulations Fleet Composition as of December 31, 2020 | Vessel | Year Built | Vessel Type | Carrying Capacity (dwt) | | :--- | :--- | :--- | :--- | | m/v River Globe | 2007 | Supramax | 53,627 | | m/v Sky Globe | 2009 | Supramax | 56,855 | | m/v Star Globe | 2010 | Supramax | 56,867 | | m/v Moon Globe | 2005 | Panamax | 74,432 | | m/v Sun Globe | 2007 | Supramax | 58,790 | | m/v Galaxy Globe | 2015 | Kamsarmax | 81,167 | | **Total** | | | **381,738** | - The company's chartering strategy is to employ its vessels on a mix of spot market, bareboat, and time charters to balance cash flow stability with exposure to market upswings. As of the report filing date, all vessels were employed on time charters[273](index=273&type=chunk)[275](index=275&type=chunk) - The company's operations are subject to numerous complex laws and regulations, including the IMO's global **0.5%** sulphur cap on marine fuels which came into force on January **1**, **2020**, and upcoming ballast water management system requirements[89](index=89&type=chunk)[343](index=343&type=chunk)[351](index=351&type=chunk) Next Scheduled Drydocking and Special Surveys | Vessel Name | Drydocking | Special Survey | | :--- | :--- | :--- | | m/v River Globe | Dec 2022 | Dec 2022 | | m/v Sky Globe | Jan 2023 | Nov 2024 | | m/v Star Globe | Aug 2023 | May 2025 | | m/v Moon Globe | Dec 2023 | Nov 2025 | | m/v Sun Globe | Aug 2022 | Aug 2022 | | m/v Galaxy Globe | Oct 2023 | Oct 2025 | [Operating and Financial Review and Prospects](index=81&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section details the company's financial performance and condition, highlighting a **24%** decrease in **2020** voyage revenues, a narrowed operating loss due to a smaller impairment charge, and dramatically improved liquidity driven by **$41.5 million** in net cash from financing activities [Operating Results](index=81&type=section&id=A.%20Operating%20Results) In **2020**, voyage revenues fell **24%** to **$11.8 million** from **$15.6 million** in **2019**, driven by a sharp decline in average TCE rates to **$5,210**/day. The operating loss improved to **$11.4 million** from **$33.6 million** in **2019**, largely due to a smaller impairment loss of **$4.6 million** compared to **$29.9 million** in the prior year Year-over-Year Performance Comparison (2019-2020) | Metric | 2020 | 2019 | Change | Reason | | :--- | :--- | :--- | :--- | :--- | | Voyage Revenues | $11.8M | $15.6M | -24% | Decrease in average TCE rates | | Operating Loss | ($11.4M) | ($33.6M) | +66% | Smaller impairment loss ($4.6M vs $29.9M) | | Impairment Loss | $4.6M | $29.9M | -85% | Vessel recoverable amounts were lower than carrying amounts in both periods | | Admin Expenses (Related Parties) | $1.9M | $0.4M | +375% | One-time cash bonus of $1.5M to CEO's consultant firm | Year-over-Year Performance Comparison (2018-2019) | Metric | 2019 | 2018 | Change | Reason | | :--- | :--- | :--- | :--- | :--- | | Voyage Revenues | $15.6M | $17.4M | -10% | Decrease in average TCE rates | | Operating Loss | ($33.6M) | ($1.4M) | -2300% | Recognition of a $29.9M impairment loss | | Impairment Loss | $29.9M | $0 | N/A | Vessel recoverable amounts fell below carrying amounts | - The company's critical accounting policy for impairment of long-lived assets involves estimating a vessel's recoverable amount based on the greater of its fair value less costs to sell or its value-in-use, calculated using discounted future cash flows. This assessment led to significant impairment charges of **$4.6 million** in **2020** and **$29.9 million** in **2019**[509](index=509&type=chunk)[510](index=510&type=chunk)[514](index=514&type=chunk) [Liquidity and Capital Resources](index=103&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company's liquidity significantly improved in **2020**, with cash and cash equivalents rising to **$19.0 million** from **$2.4 million** in **2019**, primarily driven by **$41.5 million** in net cash generated from financing activities Liquidity Position Comparison | Metric | Dec 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | Cash and cash equivalents | $19.0M | $2.4M | | Restricted cash | $2.1M | $2.4M | | Working Capital | $9.2M | ($3.2M) | | Total Debt Outstanding (Gross) | $36.6M | $41.1M | - Net cash generated from financing activities was **$41.5 million** in **2020**, consisting of **$49.3 million** in proceeds from share issuances, offset by debt repayments, interest payments, and transaction costs[541](index=541&type=chunk) - The company's primary debt is the EnTrust Loan Facility, which had an outstanding balance of **$37 million** as of year-end **2020**. The facility contains various financial covenants, including minimum liquidity requirements, with which the company was in compliance[555](index=555&type=chunk)[561](index=561&type=chunk)[570](index=570&type=chunk) - In early **2021**, the company entered into agreements to purchase two Kamsarmax vessels for a total potential cost of up to **$43.5 million**. It also arranged a new loan facility of up to **$34.25 million** to potentially repay the EnTrust facility and for general corporate purposes[530](index=530&type=chunk)[531](index=531&type=chunk)[532](index=532&type=chunk) [Directors, Senior Management and Employees](index=110&type=section&id=Item%206.%20Directors,%20Senior%20Management%20and%20Employees) This section details the company's leadership, compensation, and board structure, highlighting the CEO's compensation through a consultancy agreement with Goldenmare Limited, which received a significant one-time bonus of **$1.5 million** in **2020** - Athanasios Feidakis serves as the President, CEO, and CFO. He is the son of the company's founder and Chairman of the Board, Georgios Feidakis[585](index=585&type=chunk)[586](index=586&type=chunk)[590](index=590&type=chunk) - CEO compensation is paid via a consultancy agreement with Goldenmare Limited, an affiliated company. In December **2020**, the annual fee was increased from **€200,000** to **€400,000**, and a one-time cash bonus of **$1.5 million** was awarded[592](index=592&type=chunk) Aggregate Remuneration (2018-2020) | Recipient | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Executive Officer (CEO)** | ~$1.8M | ~$224K | ~$235K | | **Non-Executive Directors (Cash)** | $311K | ~$30K | $70K | - The company has a classified board of directors serving staggered three-year terms. It maintains an Audit Committee, a Remuneration Committee, and a Nomination Committee[584](index=584&type=chunk)[600](index=600&type=chunk) [Major Shareholders and Related Party Transactions](index=117&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) As of March **2021**, the company's chairman, Georgios Feidakis, beneficially owned less than **1%** of common shares, while an entity controlled by the CEO holds Series B preferred shares granting up to **49.99%** of total voting power, ensuring substantial control - As of March **26**, **2021**, Chairman George Feidakis's beneficial ownership of common shares had decreased to less than **1.0%**, down from **22.1%** reported in the previous year's filing[625](index=625&type=chunk)[627](index=627&type=chunk) - CEO Athanasios Feidakis controls Goldenmare Limited, which owns **10,300** Series B preferred shares. These shares provide Goldenmare with up to **49.99%** of the company's total voting power, giving it substantial control over shareholder matters[628](index=628&type=chunk) - The company has a consultancy agreement with Goldenmare Limited, an affiliate of the CEO, for his services. In **2020**, this agreement was amended to increase the annual fee to **€400,000** and grant a one-time **$1.5 million** bonus[636](index=636&type=chunk) - The company maintains a credit facility with Firment Shipping Inc., an affiliate of the Chairman. The facility was fully repaid in July **2020**, but **$14.2 million** remained available to be drawn as of year-end **2020**[632](index=632&type=chunk)[633](index=633&type=chunk) [Additional Information](index=121&type=section&id=Item%2010.%20Additional%20Information) This section details the company's corporate structure, including its authorized capital of **500 million** common shares and **100 million** preferred shares, highlighting the multi-class stock structure with Series B preferred shares granting significant control to the CEO's affiliate - The company has a multi-class stock structure. Common shares have one vote per share. Series B preferred shares, of which **10,300** are outstanding, have **25,000** votes per share[653](index=653&type=chunk)[656](index=656&type=chunk) - The voting power of the Series B preferred shares is capped, such that the holder cannot exercise votes exceeding **49.99%** of the total votes eligible to be cast on any matter[660](index=660&type=chunk)[681](index=681&type=chunk) - The company's articles of incorporation contain several anti-takeover provisions, including a classified board of directors, the ability to issue 'blank check' preferred shares without shareholder approval, and advance notice requirements for shareholder proposals and director nominations[679](index=679&type=chunk)[683](index=683&type=chunk)[684](index=684&type=chunk) - The company believes it should not be treated as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, based on its position that income from time charters constitutes services income rather than passive rental income[734](index=734&type=chunk)[735](index=735&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=142&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk exposure is to interest rate fluctuations, as its main debt facility, the EnTrust Loan Facility with a **$37 million** balance at year-end **2020**, bears interest at a floating rate (LIBOR plus **8.5%**) - The company is exposed to interest rate risk through its EnTrust Loan Facility, which had a **$37 million** outstanding balance as of December **31**, **2020**, and bears interest at LIBOR plus **8.5%**[758](index=758&type=chunk)[560](index=560&type=chunk) Sensitivity to 1.0% Increase in LIBOR | Year | Additional Interest Expense | | :--- | :--- | | 2021 | $0.4 million | | 2022 | $0.2 million | - The company faces foreign currency risk as it generates revenues in U.S. dollars but incurs a portion of its operating expenses in other currencies. It does not currently hedge this exposure[766](index=766&type=chunk)[767](index=767&type=chunk) PART II [Material Modifications to the Rights of Security Holders and Use of Proceeds](index=144&type=section&id=Item%2014.%20Material%20Modifications%20to%20the%20Rights%20of%20Security%20Holders%20and%20Use%20of%20Proceeds) This section highlights that the rights of common shareholders have been materially modified by the issuance of Series B preferred shares, which carry superior voting rights (**25,000** votes per share), granting the holder up to **49.99%** of the company's total voting power - The issuance of **10,300** Series B preferred shares has materially modified the rights of common shareholders by concentrating significant voting power with a single holder[772](index=772&type=chunk)[773](index=773&type=chunk) - Each Series B preferred share has **25,000** votes, but the holder's total voting power is capped at **49.99%** of all eligible votes. This gives an entity affiliated with the CEO substantial control over management and corporate transactions[773](index=773&type=chunk)[774](index=774&type=chunk) - The Series B preferred shares have no dividend rights and a liquidation preference limited to their par value (**$0.001** per share), meaning their value is almost entirely derived from their voting power[777](index=777&type=chunk)[778](index=778&type=chunk) [Controls and Procedures](index=145&type=section&id=Item%2015.%20Controls%20and%20Procedures) The company's management, including the CEO and CFO, evaluated the effectiveness of its disclosure controls and procedures as of December **31**, **2020**, concluding that these controls were effective, and also determined internal control over financial reporting to be effective - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December **31**, **2020**[781](index=781&type=chunk)[783](index=783&type=chunk) - Based on an assessment using the COSO **2013** framework, management determined that the company's internal control over financial reporting was effective as of December **31**, **2020**[785](index=785&type=chunk) [Corporate Governance and Other Matters](index=146&type=section&id=Item%2016.%20Corporate%20Governance%20and%20Other%20Matters) This section covers various governance and compliance topics, including the designation of Ioannis Kazantzidis as the audit committee financial expert, the adoption of a code of ethics, and principal accountant fees totaling **$368,600** in **2020**, a significant increase from **$114,700** in **2019** - The Board of Directors has determined that Ioannis Kazantzidis is the audit committee financial expert and is independent under SEC and Nasdaq rules[789](index=789&type=chunk) Principal Accountant Fees (Ernst & Young) | Service Category | 2020 | 2019 | | :--- | :--- | :--- | | Audit Fees | $363.6K | $109.7K | | Tax Fees | $5K | $5K | | **Total** | **$368.6K** | **$114.7K** | - As a foreign private issuer, the company is exempt from certain Nasdaq corporate governance standards. For example, its board of directors is not comprised of a majority of independent directors, and it does not require shareholder approval for all share issuances, instead complying with Marshall Islands law[802](index=802&type=chunk) PART III [Financial Statements](index=148&type=section&id=Item%2018.%20Financial%20Statements) The audited consolidated financial statements for the year ended December **31**, **2020**, prepared in accordance with IFRS, are presented, with the independent auditor's report highlighting the impairment of vessels as a Critical Audit Matter due to significant judgment in forecasting future charter rates - The independent auditor, Ernst & Young, identified the 'Impairment of vessels' as a Critical Audit Matter due to the complex judgments and subjective assumptions required, particularly in forecasting future charter rates for non-contracted revenue days[830](index=830&type=chunk)[832](index=832&type=chunk) - The company's going concern status, which was in doubt at year-end **2019** due to a working capital deficit and liquidity concerns, was resolved during **2020** through multiple follow-on equity offerings that provided additional liquidity[845](index=845&type=chunk)[846](index=846&type=chunk)[848](index=848&type=chunk) - Subsequent to year-end **2020**, the company continued to raise capital, completing two additional equity offerings in January and February **2021**, and entered into agreements to acquire two more Kamsarmax vessels[1052](index=1052&type=chunk)[1054](index=1054&type=chunk)[1057](index=1057&type=chunk)

PART I [Item 3. Key Information](index=7&type=section&id=Item%203.%20Key%20Information) This section presents five-year financial and operational data, highlighting a significant net loss, impairment, and extensive industry and company-specific risks, including going concern doubts [Selected Financial Data](index=7&type=section&id=A.%20Selected%20Financial%20Data) The company's 2015-2019 financial performance shows volatile revenues, persistent net losses, a **$29.9 million** impairment in 2019, and declining Adjusted EBITDA and TCE rates Consolidated Statement of Comprehensive Loss Highlights (2015-2019, in thousands) | Indicator | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | $15,623 | $17,354 | $13,883 | $8,701 | $12,252 | | **Impairment Loss** | ($29,902) | $0 | $0 | $0 | ($20,144) | | **Operating (Loss)/Profit** | ($33,649) | ($1,448) | ($4,015) | ($7,228) | ($29,708) | | **Total Comprehensive Loss** | ($36,351) | ($3,568) | ($6,475) | ($9,825) | ($32,396) | | **Basic & Diluted Loss per Share** | ($8.73) | ($1.11) | ($2.51) | ($37.73) | ($126.22) | | **Adjusted EBITDA (unaudited)** | $2,678 | $4,319 | $1,701 | ($3,466) | ($2,376) | Consolidated Statement of Financial Position Highlights (As of Dec 31, 2015-2019, in thousands) | Indicator | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Assets** | $55,656 | $86,674 | $91,603 | $93,996 | $114,837 | | **Total Equity** | $9,879 | $41,050 | $43,968 | $20,760 | $30,535 | | **Total Liabilities** | $45,777 | $45,624 | $47,635 | $73,236 | $84,302 | Key Operational Data (2015-2019) | Indicator | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Ownership Days** | 1,825 | 1,825 | 1,825 | 1,908 | 2,380 | | **Fleet Utilization** | 98.2% | 98.2% | 97.6% | 97.1% | 96.4% | | **Average Number of Vessels** | 5.0 | 5.0 | 5.0 | 5.2 | 6.5 | | **Daily TCE Rate** | $7,564 | $9,213 | $6,993 | $3,962 | $4,333 | | **Daily Operating Expenses** | $4,867 | $5,438 | $5,005 | $4,553 | $4,337 | [Risk Factors](index=11&type=section&id=D.%20Risk%20Factors) The company faces significant industry and company-specific risks, including dry bulk market volatility, over-supply, global uncertainties, going concern doubts, potential Nasdaq delisting, and shareholder dilution - The international dry bulk shipping industry is cyclical and highly volatile, with charter rates, vessel values, and profitability subject to significant fluctuations based on supply and demand for vessel capacity and cargo[50](index=50&type=chunk) - The market values of the company's vessels have declined, triggering an impairment loss of approximately **$29.9 million** as of December 31, 2019. Further declines could lead to breaches of financial covenants in loan agreements, potentially resulting in debt acceleration and foreclosure on vessels[71](index=71&type=chunk)[72](index=72&type=chunk)[76](index=76&type=chunk) - The COVID-19 global pandemic poses a significant risk, potentially decreasing demand for raw materials, reducing cargo volumes, causing operational delays due to quarantines, and putting further downward pressure on already volatile freight rates[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - There are substantial doubts about the company's ability to continue as a going concern. As of December 31, 2019, the company had a working capital deficit of **$3.2 million**, and its ability to continue operations depends on generating sufficient revenue or obtaining additional financing[130](index=130&type=chunk)[132](index=132&type=chunk)[134](index=134&type=chunk) - The company received a notification from Nasdaq on March 2, 2020, for failing to meet the minimum **$1.00** bid price requirement. Failure to regain compliance within the grace period could result in delisting, which would impair liquidity, capital raising ability, and trigger defaults under credit facilities[140](index=140&type=chunk)[150](index=150&type=chunk)[152](index=152&type=chunk) - The company's convertible note can be converted at a floating price, leading to significant dilution for existing shareholders, especially when the stock price is low. The number of shares issuable increases as the stock price declines, down to a floor price of **$1.00**[141](index=141&type=chunk)[143](index=143&type=chunk) [Item 4. Information on the Company](index=45&type=section&id=Item%204.%20Information%20on%20the%20Company) This section details the company's history, business operations, fleet, and regulatory environment, including corporate events, chartering strategy, competitive landscape, and extensive international and national regulations [History and Development of the Company](index=45&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Globus Maritime's history includes its 2006 incorporation, Nasdaq listing, multiple reverse stock splits, various financing rounds, and a fleet of five dry bulk vessels by year-end 2019 - The company has undergone multiple reverse stock splits to manage its share price and maintain listing requirements: a **four-for-one split in October 2016** and a **ten-for-one split in October 2018**[229](index=229&type=chunk)[233](index=233&type=chunk) - In March 2019, the company issued a **$5 million** senior convertible note, maturing in March 2020 (later extended to 2021). By year-end 2019, the outstanding amount was **$3.3 million**, and **867,643** common shares had been issued upon conversion[235](index=235&type=chunk)[236](index=236&type=chunk) - The company's fleet consisted of **five dry bulk vessels** as of December 31, 2019, with a total carrying capacity of **300,571 dwt** and a weighted average age of **11.8 years**[243](index=243&type=chunk) [Business Overview](index=48&type=section&id=B.%20Business%20Overview) Globus Maritime provides worldwide dry bulk marine transportation with a fleet of five vessels, managed in-house, operating in a highly competitive and fragmented market influenced by supply, demand, and global economic activity Company Fleet as of December 31, 2019 | Vessel | Year Built | Vessel Type | Carrying Capacity (dwt) | | :--- | :--- | :--- | :--- | | m/v River Globe | 2007 | Supramax | 53,627 | | m/v Sky Globe | 2009 | Supramax | 56,855 | | m/v Star Globe | 2010 | Supramax | 56,867 | | m/v Moon Globe | 2005 | Panamax | 74,432 | | m/v Sun Globe | 2007 | Supramax | 58,790 | | **Total** | | | **300,571** | - The company's operations are managed in-house by its wholly-owned subsidiary, Globus Shipmanagement Corp., based in Greece, which handles commercial and technical management for the fleet[245](index=245&type=chunk) - The company operates in a highly competitive and fragmented market, competing on price, vessel location, size, age, condition, and reputation. Many competitors have larger fleets and greater financial resources[264](index=264&type=chunk)[265](index=265&type=chunk) - The company is subject to extensive environmental and safety regulations from international bodies like the IMO (e.g., MARPOL, SOLAS, ISM Code) and national authorities. Key regulations include the global **0.5% sulphur cap** on marine fuels effective January 1, 2020, and upcoming ballast water management system requirements[303](index=303&type=chunk)[305](index=305&type=chunk)[309](index=309&type=chunk)[315](index=315&type=chunk) [Organizational Structure](index=64&type=section&id=C.%20Organizational%20Structure) Globus Maritime is a holding company with six wholly-owned subsidiaries, five owning vessels and one, Globus Shipmanagement Corp., managing the fleet - The company is a holding company with **six wholly-owned subsidiaries**. Five subsidiaries each own one vessel, and the sixth, Globus Shipmanagement Corp., manages the fleet[352](index=352&type=chunk) [Property, Plants and Equipment](index=65&type=section&id=D.%20Property,%20Plants%20and%20Equipment) The company's primary assets are its mortgaged vessels; it leases office space from a related party, owing approximately **$91,000** in back rent as of December 31, 2019 - The company leases its office space from Cyberonica S.A., a related party. As of December 31, 2019, approximately **$91,000** of back rent was owed[353](index=353&type=chunk) - Other than its vessels, the company does not have any material property. The vessels are subject to priority mortgages securing obligations under various loan facilities[354](index=354&type=chunk) [Item 5. Operating and Financial Review and Prospects](index=65&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) Analysis of financial performance, detailing **10%** revenue decrease, **$33.6 million** operating loss from impairment, critical liquidity, and complex financing [Operating Results](index=65&type=section&id=A.%20Operating%20Results) Voyage revenues decreased **10%** to **$15.6 million** in 2019 due to lower TCE rates, leading to a **$33.6 million** operating loss driven by a **$29.9 million** vessel impairment, while interest costs more than doubled Year-over-Year Operating Results Comparison (in thousands) | Metric | 2019 | 2018 | % Change | | :--- | :--- | :--- | :--- | | Voyage Revenues | $15,623 | $17,354 | -10% | | Vessel Operating Expenses | $8,882 | $9,925 | -10% | | Impairment Loss | $29,902 | $0 | N/A | | Operating Loss | ($33,649) | ($1,448) | -2224% | | Interest Expense & Finance Costs | $4,703 | $2,056 | +129% | | Total Comprehensive Loss | ($36,351) | ($3,568) | -919% | - The company recognized a significant impairment loss of **$29.9 million** on its vessels as of December 31, 2019, due to their recoverable amounts being lower than their carrying amounts. No impairment was recognized in 2018[409](index=409&type=chunk)[431](index=431&type=chunk) - Interest expense and finance costs increased by **124%** to **$4.7 million** in 2019, primarily due to a higher weighted average interest rate (**8.66%** in 2019 vs. **4.97%** in 2018) and fees related to the early termination of the Macquarie Loan Agreement[432](index=432&type=chunk) - A gain of **$1.8 million** on derivative financial instruments was recognized in 2019, attributed to the fair value accounting of the convertible note issued in March 2019[433](index=433&type=chunk) [Liquidity and Capital Resources](index=84&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company faces severe liquidity pressure with a **$3.2 million** working capital deficit and substantial doubt about its going concern ability, relying on a **$37 million** EnTrust loan and other financing to manage **$41.1 million** in debt - The company reported a working capital deficit of **$3.2 million** as of December 31, 2019, an improvement from a **$40.4 million** deficit in 2018, but still indicating significant liquidity challenges[474](index=474&type=chunk) - Management has expressed substantial doubt about the company's ability to continue as a going concern, as cash on hand and operating cash flow may be insufficient to meet liquidity requirements and debt obligations over the next year[480](index=480&type=chunk) Cash Flow Summary (in thousands) | Cash Flow Activity | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | $213 | $3,851 | $631 | | Net Cash Used in Investing Activities | ($20) | ($126) | ($263) | | Net Cash from/(used in) Financing Activities | $2,127 | ($6,435) | $2,225 | - In June 2019, the company entered into a new **$37 million** term loan facility with EnTrust Global's Blue Ocean Fund (EnTrust Loan Facility) to refinance its existing debt. This facility carries a high interest rate of **LIBOR plus 8.5%**[506](index=506&type=chunk)[511](index=511&type=chunk) [Contractual Obligations](index=93&type=section&id=F.%20Tabular%20Disclosure%20of%20Contractual%20Obligations) As of December 31, 2019, total contractual obligations were **$51.5 million**, with **$42.7 million** due within one to three years, primarily long-term debt and interest Contractual Obligations as of December 31, 2019 (in thousands) | Obligation | Less than One Year | One to Three Years | Three to Five Years | More than Five years | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | Long term debt | $4,109 | $37,000 | $0 | $0 | $41,109 | | Interest on long term debt | $4,341 | $5,247 | $0 | $0 | $9,588 | | Lease payments | $232 | $425 | $142 | $1 | $800 | | **Totals** | **$8,682** | **$42,672** | **$142** | **$1** | **$51,497** | [Item 6. Directors, Senior Management and Employees](index=93&type=section&id=Item%206.%20Directors,%20Senior%20Management%20and%20Employees) This section details the company's leadership, including Chairman Georgios Feidakis and CEO Athanasios Feidakis, board structure with three committees, and **$318,200** in unpaid non-executive director compensation - The company is led by Chairman Georgios Feidakis (founder and principal shareholder) and his son, Athanasios Feidakis (President, CEO, and CFO)[527](index=527&type=chunk)[528](index=528&type=chunk) - As of December 31, 2019, the company had accrued but unpaid compensation of approximately **$318,200** due to its non-executive directors for prior service[537](index=537&type=chunk) - The Board of Directors is classified into three classes serving staggered three-year terms. It has an Audit Committee, a Remuneration Committee, and a Nomination Committee[526](index=526&type=chunk)[542](index=542&type=chunk) - As of December 31, 2019, the company had **thirteen full-time employees** and **two consultants**, all located in Greece[546](index=546&type=chunk) [Item 7. Major Shareholders and Related Party Transactions](index=100&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section details major shareholders and related party transactions, with Chairman Georgios Feidakis owning **22.1%** and the company engaging in office leases and credit facilities with related entities Major Shareholder Ownership (as of March 31, 2020) | Name | Number of common shares beneficially owned | Percentage of common shares beneficially owned | | :--- | :--- | :--- | | George Feidakis | 1,420,163 | 22.1% | - The company leases its office space from Cyberonica S.A., a company owned by Chairman George Feidakis. Rent expense was **$139,000** in 2019[572](index=572&type=chunk) - The company has a revolving credit facility of up to **$15 million** with Firment Shipping Inc., a related party controlled by the Chairman. As of Dec 31, 2019, **$0.8 million** was outstanding and **$11.1 million** was available to be drawn[579](index=579&type=chunk)[580](index=580&type=chunk) [Item 8. Financial Information](index=104&type=section&id=Item%208.%20Financial%20Information) This section confirms the availability of consolidated financial statements, notes no significant legal proceedings, and states no dividends were paid on common shares in 2017-2019 due to restrictions - The company has not been involved in any legal proceedings that have had a significant effect on its business or financial position[588](index=588&type=chunk) - No dividends were declared or paid on common shares during the years ended December 31, 2019, 2018, and 2017. Dividend payments are restricted by loan agreements and subject to board discretion[592](index=592&type=chunk)[595](index=595&type=chunk) [Item 10. Additional Information](index=105&type=section&id=Item%2010.%20Additional%20Information) This section covers corporate governance, including anti-takeover provisions, and taxation, where the company believes its U.S. shipping income is exempt and it is not a PFIC, despite legal uncertainties - The company's articles of incorporation include several anti-takeover provisions, such as a classified board of directors serving staggered three-year terms, the authorization of 'blank check' preferred shares, and a dual-class stock structure (though no Class B shares are currently outstanding)[620](index=620&type=chunk)[621](index=621&type=chunk)[622](index=622&type=chunk)[623](index=623&type=chunk) - As a Marshall Islands corporation, the company believes its U.S. source shipping income is exempt from U.S. federal income tax under Section 883 of the Internal Revenue Code, as it expects to satisfy the 'Publicly Traded Test'[650](index=650&type=chunk)[659](index=659&type=chunk) - The company believes it should not be classified as a Passive Foreign Investment Company (PFIC) for U.S. tax purposes, based on its position that income from time charters constitutes services income rather than passive rental income. However, this position is subject to legal uncertainty[670](index=670&type=chunk)[671](index=671&type=chunk) [Item 11. Quantitative and Qualitative Disclosures About Market Risk](index=121&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rate fluctuations on its variable-rate debt, with a **1.0%** LIBOR increase adding **$0.4 million** in 2020 interest expense, and foreign currency risk, while fuel price risk is mitigated - The company is exposed to interest rate risk through its **$37 million** EnTrust Loan Facility, which bears interest at **LIBOR plus 8.5%**[691](index=691&type=chunk)[511](index=511&type=chunk) Interest Rate Sensitivity to a 1.0% (100 bps) Increase in LIBOR | Year | Additional Interest Expense | | :--- | :--- | | 2020 | $0.4 million | | 2021 | $0.4 million | | 2022 | $0.2 million | - The company faces foreign currency risk as it generates revenues in U.S. dollars but incurs a portion of its operating expenses in other currencies, primarily the Euro[698](index=698&type=chunk)[699](index=699&type=chunk) PART II [Item 15. Controls and Procedures](index=122&type=section&id=Item%2015.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2019, with no attestation report required - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2019[707](index=707&type=chunk) - Based on the COSO framework, management determined that the company's internal control over financial reporting was effective as of December 31, 2019[709](index=709&type=chunk) [Item 16. Corporate Governance and Other Disclosures](index=123&type=section&id=Item%2016.%20Corporate%20Governance%20and%20Other%20Disclosures) This section covers corporate governance, including the audit committee financial expert, code of ethics, **$114,700** in principal accountant fees, and home country practices as a foreign private issuer - The Board of Directors has identified Ioannis Kazantzidis as the audit committee financial expert[713](index=713&type=chunk) Principal Accountant Fees (Ernst & Young, in dollars) | Fee Category | 2019 | 2018 | | :--- | :--- | :--- | | Audit Fees | $109,700 | $103,000 | | Tax Fees | $5,000 | $5,000 | | **Total** | **$114,700** | **$108,000** | - As a foreign private issuer, the company is exempt from certain Nasdaq corporate governance standards, including the requirement for a majority-independent board and a three-member audit committee (the company's has two)[720](index=720&type=chunk)[725](index=725&type=chunk) PART III [Item 18. Financial Statements](index=125&type=section&id=Item%2018.%20Financial%20Statements) This section presents the audited consolidated financial statements for 2019, including the auditor's going concern emphasis, detailing vessel impairment, complex debt, and related party transactions [Report of Independent Registered Public Accounting Firm](index=134&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Ernst & Young (Hellas) issued a fair opinion on the financial statements but emphasized substantial doubt about the company's ability to continue as a going concern due to losses and working capital deficiency - The independent auditor's report includes a paragraph highlighting substantial doubt about the Company's ability to continue as a going concern due to its net loss from operations, working capital deficiency, and potential inability to comply with loan covenants or cover working capital needs[743](index=743&type=chunk) [Consolidated Financial Statements](index=135&type=section&id=Consolidated%20Financial%20Statements) The 2019 consolidated financial statements show a **$36.4 million** comprehensive loss, a decrease in total assets to **$55.7 million** due to impairment, and a sharp decline in equity to **$9.9 million** Consolidated Statement of Comprehensive Loss (Year Ended Dec 31, in thousands) | (in thousands) | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Total Revenues | $15,623 | $17,354 | $13,883 | | Operating Loss | ($33,649) | ($1,448) | ($4,015) | | **Total Comprehensive Loss** | **($36,351)** | **($3,568)** | **($6,475)** | Consolidated Statement of Financial Position (As of Dec 31, in thousands) | (in thousands) | 2019 | 2018 | | :--- | :--- | :--- | | Total Assets | $55,656 | $86,674 | | Total Liabilities | $45,777 | $45,624 | | **Total Equity** | **$9,879** | **$41,050** | [Notes to the Consolidated Financial Statements](index=139&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail critical financial information, including going concern doubts (Note 2), the **$29.9 million** vessel impairment (Note 5), complex long-term debt structure (Note 11), and related party transactions (Note 4) - The 'Going Concern' section (Note 2) states that low charter rates from the coronavirus outbreak, a working capital deficit of **$3.2 million**, and potential inability to meet liquidity requirements raise substantial doubt about the company's ability to continue as a going concern[764](index=764&type=chunk)[765](index=765&type=chunk)[766](index=766&type=chunk) - A vessel impairment loss of **$29,902 thousand** was recognized in 2019 after an assessment indicated that the recoverable amounts of the vessels were lower than their carrying amounts. The recoverable amount for four vessels was based on fair value less costs of disposal, and for one vessel, it was based on value in use (Note 5)[852](index=852&type=chunk)[853](index=853&type=chunk)[854](index=854&type=chunk) - As of December 31, 2019, total long-term debt was **$37.7 million** (net), primarily consisting of the **$36.3 million** EnTrust Loan Facility, which bears interest at **LIBOR + 8.5%** (Note 11)[470](index=470&type=chunk)[879](index=879&type=chunk)

As filed with the Securities and Exchange Commission on March 28, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR o SHELL COMPANY REPORT PURSUANT ...