Box Ships Inc (TEUFF)

[Hummingbird2]

On July 12, 2017, Box Ships Inc. (the “ Company ”) entered into an exchange agreement (the “ Exchange Agreement ”) with an unrelated third party and holder (the “ Holder ”) of 36,900 shares of 9.00% Series C Cumulative Redeemable Perpetual Preferred Shares issued by the Company, with each share having a liquidation value of $25.00 per share, for an aggregate liquidation value of $922,500 (collectively, the “ Preferred Shares ”), pursuant to which the Holder agreed to exchange the Preferred Shares (the “ Preferred Shares Exchange ”) for a $143,910 principal amount convertible note (the “ Exchange Note ”). The Preferred Shares Exchange closed on July 17, 2017.

The Exchange Note will mature on July 12, 2018 and will not bear interest, except upon an event of default, as set forth in the Exchange Note.

The Exchange Note will be convertible into the Company’s common shares, par value $0.01 per share (“ Common Stock ”) at a conversion price equal to 60% of the lowest volume weighted average price of the Common Stock during the 21 trading days prior to the conversion date (the Common Stock, as converted, the “ Conversion Shares ”). At no time will the Holder be entitled to convert any portion of the Exchange Note to the extent that after such conversion, the Holder (together with its affiliates) would beneficially own more than 4.99% of our outstanding Common Stock as of such date. The Exchange Note contains standard anti-dilution protection.

http://ih.advfn.com/p.php?pid=nmona&article=75252025

They can only convert after maturity date - July 12, 2018?

This is odd. They knew they would lose the share admendment proposal on July 14, so they came up with this 2 days prior to that date. That's what it seems like.