13D Filing: Sovereign Holdings Inc. and Top Ships Inc. (TOPS)

This Amendment No. 33 is being filed to reflect an adjustment in the number of Common Shares issuable to Race Navigation in connection with adjustments to the exercise price of the Issuer’s outstanding warrants (the “Warrants“). Pursuant to the terms of the Warrants and warrant agreements dated June 11, 2014 (each, a “Warrant Agreement“) and in connection with conversions of the Issuer’s Series C Convertible Preferred Stock, the Exercise Price (as defined in the Warrant Agreement) of the Warrants has been adjusted to $0.40 and the number of common shares of the Company purchasable by each Warrant is 6.23 Warrant Shares (as defined in the Warrant Agreement).

As of October 9, 2017, upon exercise of 1,250,000 Warrants, Race Navigation would be issued 7,787,500 Common Shares.

This Amendment No. 33 is also being filed to reflect an increase in the number of outstanding Common Shares following the issuance of an additional 3,679,513 Common Shares from September 22, 2017 through October 9, 2017 as a result of (i) conversions of the Issuer’s Series C Convertible Preferred Stock and (ii) fixed request notices submitted in connection with the common stock purchase agreement dated February 2, 2017, as amended, between the Issuer and Kalani Investments Limited. The aforementioned information reflects the previously announced 1-for-2 reverse stock split of the Issuer’s common shares that became effective as of the opening of trading on October 6, 2017.

The information set forth in Item 3 of this Amendment No. 33 is hereby incorporated herein by reference.

Other than as set forth above, there are no other material changes to this Item 4 from the Schedule 13D/A filed with the Commission on September 22, 2017.