**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

** **

**FORM 10-K****/A**

**(Amendment No. 1)**

** **

(Mark One)

 

| ☒ | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|---------|------------------------------------------------------------------------------------------|

 

| For the fiscal year ended | **December 31, 2019** |
|---------------------------|-----------------------|

or

| ☐ | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|---------|----------------------------------------------------------------------------------------------|

 

| For the transition period from |   | to |   |
|--------------------------------|--------|----|--------|

 

| Commission File No. | **000-55854** |
|---------------------|---------------|

 

| **PETROGRESS, INC.**                                   |
|--------------------------------------------------------|
| (Exact name of registrant as specified in its charter) |

 

| **Delaware**                                                    |   | **27-2019626**                        |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction of

incorporation or organization) |   | (I.R.S. Employer

Identification No.) |

 

| **c/o****1, Akti Xaveriou** **-** **5th** **Floor** - **Piraeus - Greece** | **18538**  |
|-------------------------------------------------------------------------------------------|------------|
| (Address of principal executive offices)                                                  | (Zip Code) |

 

| Registrant’s telephone number, including area code | **+30 (210) 459-9741** |
|----------------------------------------------------------|------------------------|

** **

Securities registered pursuant to Section 12(b) of the Act:** **

 

| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---------------------|-------------------|-------------------------------------------|
| **None**            | **N/A**           | **N/A**                                   |

** **

Securities registered pursuant to Section 12(g) of the Act: ** **

** **

| **Common Stock, par value $0.001** |
|------------------------------------|
| (Title of class)                   |

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No **☒**

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No **☒**

 

----

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes **☒****** No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes **☒** No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer ☐     | Accelerated filer ☐             |
|------------------------------------------|---------------------------------------|
| Non-accelerated filer **☒**   | Smaller reporting company **☒** |
|                                     | Emerging growth company **☒**   |

  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No **☒**

 

**The aggregate market value of the voting and non-voting common equity held by non-affiliates (675,649 shares of common stock) as of June 30, 2019 was $1,310,759. This amount is based on the closing price at which the common equity was last sold ($1.94) as of the last business day of the registrant's most recently completed second fiscal quarter. For purposes of the foregoing calculation only, directors, executive officers, and holders of 10% or more of the issuer’s common capital stock have been deemed affiliates.**

 

The number of shares outstanding of Petrogress, Inc. Common Stocks outstanding as of May 12, 2020 was 5,238,201.

 

DOCUMENTS INCORPORATED BY REFERENCE: **None.**

 

----

 

**EXPLANATORY NOTE**

 

**Reason for this Amendment**

 

This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”) of Petrogress, Inc. (the “Company”), as originally filed (the “Original Filing”) with the U.S. Securities and Exchange Commission (the “SEC”) on May 13, 2020 to add the following disclosure regarding reliance by the Company on the order issued by the SEC under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), dated March 4, 2020 (Release No. 34-88318), as modified and superseded by a new SEC order issued on March 25, 2020 (Release No. 34-88465) (collectively, the “Order”).

 

This Amendment is being filed to include the disclosure below in accordance with the Order, which was inadvertently omitted from the Original Filing.

 

**Reliance on SEC Relief from Filing Requirements**

** **

The Company filed the Original Filing in reliance on the Order, permitting the delay in filing due to circumstances related to COVID-19. On March 27, 2020 the Company filed a Current Report on Form 8-K (the “Form 8-K”) indicating its intention to rely on the Order. As stated in the Form 8-K, the Company is headquartered in Greece, which imposed a nationwide lockdown and quarantine to address the COVID-19 pandemic. As a consequence, the Company’s head office became very thinly staffed, and the Company’s accounting personnel, who have been generally working remotely, have had limited access to the Company’s financial records. In addition, the Company conducts a majority of its business through affiliates in Ghana, Cyprus and Nigeria, and with our ocean going vessels, and the COVID-19 outbreak has made collection of data slower and more difficult. As a result, management was unable to prepare, review and file the Annual Report on a timely basis.

** **

In accordance with Rules 12b-15 and 13a-14 under the Exchange Act, the Company has also amended Part IV, Item 15 to include currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s principal executive officer and principal financial officer. Because no financial statements have been included in this Amendment, and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.

 

Except as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original Filing, and we have not updated disclosures included therein to reflect any subsequent developments or events. This Amendment should be read in conjunction with the Original Filing and with our other filings made with the SEC subsequent to the filing of the Original Filing.

 

**PART IV**

** **

**Item 15- Exhibits and Financial Statement****Schedules**

** **

The following documents are filed as part of this Amendment:

** **

| (a)  | Exhibits                                                                             |   |
|------|--------------------------------------------------------------------------------------|--------|
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14a/Rule 14d-14(a) |
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14a/Rule 14d-14(a) |

** **

----

 

**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

| Date: May 18, 2020 | PETROGRESS, INC.                                                     |
|--------------------|----------------------------------------------------------------------|
|               |                                                                 |   |
|               | By:                                                                  | */s/ Christos Traios* |
|               | Christos Traios                                                      |
|               | President and Chief Executive Officer (Principal Executive Officer)  |
|               |                                                                 |   |
|               | By:                                                                  | */s/ Evangelos Makris* |
|               | Evangelos Makris                                                     |
|               | Chief Financial Officer (Principal Financial and Accounting Officer) |

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

| SIGNATURE                   |   | TITLE                                                                      |   | DATE         |
|-----------------------------|--------|----------------------------------------------------------------------------|--------|--------------|
|                        |   |                                                                       |   |         |
| */s/ Christos Traios*       |   |                                                                       |   |         |
| Christos Traios             |   | Director, President, Chief Executive Officer (Principal Executive Officer) |   | May 18, 2020 |
|                        |   |                                                                       |   |         |
| */s/ Evangelos Makris*      |   |                                                                       |   |         |
| Evangelos Makris            |   | Chief Financial Officer (Principal Financial and Accounting Officer)       |   | May 18, 2020 |
|                        |   |                                                                       |   |         |
| */s/ Dimitrios Z. Pierides* |   |                                                                       |   |         |
| Dimitrios Z. Pierides       |   | Director, Executive Vice President Human Resources                         |   | May 18, 2020 |

** **