UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.20549

FORM

(Mark One)

REGISTRATION STATEMENTPURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the fiscal year ended

OR

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

OR

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report:

Not applicable

For the transition period from ___________________________to ___________________________

Commission file number

____________________________________________________________________________________________________________________________________________________________________________________________________________

(

Exact name of Registrant as specified in its charter)

Diana Shipping Inc.

____________________________________________________________________________________________________________________________________________________________________________________________________________

(Translation of Registrant’sname into English)

____________________________________________________________________________________________________________________________________________________________________________________________________________

(Jurisdiction of incorporation or organization)

,

,

,

____________________________________________________________________________________________________________________________________________________________________________________________________________

(Address of principal executive offices)

Pendelis 16, 175 64 Palaio Faliro,Athens, Greece

Tel:+

-

-

, Fax: +

E-mail:

____________________________________________________________________________________________________________________________________________________________________________________________________________

(Name, Telephone, E-mail and/orFacsimile number and Address of Company Contact Person)

Securities registered or to beregistered pursuantto Section 12(b) of the Act.

 

 

 

 

 

 

 

 

 

 

 

 

 

Title of each class

Trading

Symbol(s)

Name of each exchange on which

registered

Securities registered or to be registered pursuantto Section 12(g) of the Act.

None

____________________________________________________________________________________________________________________________________________________________________________________________________________

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section15(d) of the Act.

None

____________________________________________________________________________________________________________________________________________________________________________________________________________

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stockas of the close of the period covered by

the annual report.

As of December 31, 2023, there were

shares of the registrant’scommon stock outstanding

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

☐

Yes

☑

If this report is an annual or transition report, indicate by check mark if the registrantis not required to file reports pursuant to Section 13

or 15(d) of the Securities Exchange Act of 1934.

☐

Yes

☑

Note – Checking the box above will not relieve any registrantrequired to file reports pursuant to Section 13 or15(d) of the Securities

Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports requiredto 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 requiredto file such reports), and (2) has

been subject to such filing requirements for the past 90 days.

☑

☐

No

Indicate by check mark whether the registrant has submitted electronicallyevery Interactive Data File required tobe 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 registrantwas

required to submit such files).

☑

☐

No

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer,a non-accelerated filer,or an emerging

growth company.See definition of “large accelerated filer”,“accelerated filer” and "emerging growth company" in Rule 12b-2 of the

Exchange Act.

Large accelerated filer

☐

☑

Non-accelerated filer

☐

Emerging growth company

☐

If an emerging growth company that prepares its financial statementsin accordance with U.S. GAAP,indicate by check mark if the

registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards†

provided pursuant to Section 13(a) of the Exchange Act. □

† The term “new or revised financial accounting standard” refersto any update issued by the Financial Accounting Standards

Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestationto its management’s assessment of the

effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the

registered public accounting firm that prepared or issued its audit report.

☑

If securities are registered pursuant to Section 12(b) of the Act, indicateby check mark whether the financial statements of the

registrant included in the filing reflect the correction of an error topreviously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatementsthat required a recovery analysis of incentive-

based compensation received by any of the registrant’sexecutive officers during the relevant recoveryperiod pursuant to §240.10D-

1(b).

☐

Indicate by check mark which basis of accounting the registrant has used toprepare the financial statements included in this

filing:

☑

International Financial Reporting Standards as issuedOther

☐

by the International Accounting Standards Board □

If “Other” has been checked in response to the previous question, indicate by check mark which financial statementitem the registrant has

elected to follow.

☐

Item 17

☐

Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).

☐

Yes

☑

(APPLICABLE ONLY TOISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports requiredto be filed by Sections 12, 13 or 15(d) of the

Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐

Yes

☐

No

 

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TABLE OF CONTENTS

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5

FORWARD-LOOKING STATEMENTS

Mattersdiscussedinthisannualreportandthedocumentsincorporatedbyreferencemayconstitute

forward-lookingstatements.ThePrivateSecuritiesLitigationReformActof1995providessafeharbor

protectionsforforward-lookingstatementsinordertoencouragecompaniestoprovideprospective

information abouttheir business.Forward-looking statementsinclude, butare notlimited to,statements

concerning plans, objectives, goals,strategies, future eventsor performance, underlyingassumptions and

other statements, which are other than statements of historical facts.

Diana ShippingInc., orthe Company, desiresto takeadvantage ofthe safeharbor provisionsof thePrivate

Securities Litigation Reform Act of1995 and is including thiscautionary statement in connection with this

safe harbor legislation.This document and any other written or oral statements made by the Companyor

on its behalf may include forward-looking statements, which reflect its current views with respect to future

events and financial performance, andare not intended togive any assurance as tofuture results. When

used in this document, the words “believe”,“anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,”

“potential,”“will,”“may,”“should,”“expect,”“targets,”“likely,”“would,”“could,”“seeks,”“continue,”

“possible,”“might,”“pending,”andsimilarexpressions,termsorphrasesmayidentifyforward-looking

statements.

Please note in this annual report, “we”,“us”, “our” and “the Company” all refer toDiana Shipping Inc. and

its subsidiaries, unless otherwise indicated.

The forward-looking statements inthis document are basedupon various assumptions,many of which are

based,inturn,uponfurtherassumptions,includingwithoutlimitation,management’sexaminationof

historicaloperatingtrends,datacontainedinitsrecordsandotherdataavailablefromthird

parties.Although theCompany believes thatthese assumptionswere reasonable whenmade, because

these assumptions are inherentlysubject to significant uncertainties andcontingencies which are difficult

or impossible to predict and are beyond its control, theCompany cannot assure you that it will achieve or

accomplish these expectations, beliefs or projections.

SuchstatementsreflecttheCompany’scurrentviewswithrespecttofutureeventsandaresubjectto

certain risks,uncertainties andassumptions. Shouldone ormore ofthese risksor uncertaintiesmaterialize,

or should underlying assumptions proveincorrect, actual results may varymaterially from those described

herein as anticipated, believed,estimated, expected orintended. The Companyis making investorsaware

that such forward-lookingstatements, becausethey relate tofuture events, areby their verynature subject

to many important factors that could cause actual resultsto differ materially from those contemplated.

In additionto these importantfactors andmatters discussedelsewhere herein,including underthe heading

"Item3.KeyInformation—D.RiskFactors,"andinthedocumentsincorporatedbyreferenceherein,

important factors that, inits view, could cause actual resultsto differ materially fromthose discussed inthe

forward-looking statements include, but are not limited to:

●

the strength of world economies;

●

fluctuations in currencies,interest rates, and inflationary pressures;

●

general market conditions, including fluctuations in charter hire ratesand vessel values;

●

changes in demand in the dry-bulk shipping industry;

●

changesinthesupplyofvessels,includingwhencausedbynewnewbuildingvesselordersor

changes to or terminations of existing orders, and vessel scrappinglevels;

6

●

changesintheCompany's operatingexpenses, includingbunkerprices, crewcosts,drydocking

and insurance costs;

●

the Company’s future operating or financial results;

●

availabilityoffinancingandrefinancingandchangestotheCompany’sfinancialconditionand

liquidity, including the Company’sability to payamounts thatit owes andobtain additionalfinancing

to fund capital expenditures,acquisitions and othergeneral corporate activitiesand the Company’s

ability toobtain financingand complywith therestrictions andother covenants inthe Company’s

financing arrangements;

●

changes in governmental rules and regulations or actions taken byregulatory authorities;

●

potential liability from pending or future litigation;

●

compliance with governmental, tax, environmental and safety regulation, any non-compliance with

the U.S.Foreign Corrupt PracticesAct of1977 (FCPA)or otherapplicable regulations relatingto

bribery;

●

the failure of counter-parties to fully perform their contracts with the Company;

●

the Company’s dependence on key personnel;

●

adequacy of insurance coverage;

●

the volatility of the price of the Company’s common shares;

●

the Company’s incorporation under thelaws of the MarshallIslands and the different rightsto relief

that may be available compared to other countries, including the UnitedStates;

●

general domestic and international political conditions or labor disruptions;

●

the impact of port or canal congestion or disruptions;

●

any continuingimpacts ofcoronavirus (COVID-19)or otherglobal orregional pandemicsand its

impact in the dry-bulk shipping industry;

●

potential physicaldisruption ofshipping routesdue toaccidents, climate-relatedreasons (acuteand

chronic), political events, public health threats, internationalhostilities and instability, piracy or acts

by terrorists; and

●

otherimportant factorsdescribed fromtime totimein thereports filedby theCompany withthe

Securities andExchange Commission,or theSEC, includingthose factorsdiscussed in“Item 3.

KeyInformation-D.RiskFactors” inthisAnnual ReportonForm20-FandtheNewYorkStock

Exchange, or the NYSE.

This report maycontain assumptions,expectations, projections,intentions andbeliefs about futureevents.

These statements are intended as forward-looking statements.The Company may also from timeto time

make forward-looking statementsin otherdocuments andreports thatare filedwith orsubmitted tothe

Commission, inother information sentto theCompany’s securityholders, and inother written materials.

The Companyalso cautionsthat assumptions,expectations, projections,intentions andbeliefs aboutfuture

eventsmayandoftendovaryfromactualresultsandthedifferencescanbematerial.TheCompany

7

undertakes noobligation topublicly updateor reviseany forward-lookingstatement containedin thisreport,

whether as a result of new information, future events or otherwise,except as required by law.

8

PART I

Item 1.Identity of Directors, Senior Management and Advisers

Not Applicable.

Item 2.Offer Statistics and Expected Timetable

Not Applicable.

Item 3.Key Information

A.[Reserved]

B.Capitalization and Indebtedness

Not Applicable.

C.Reasons for the Offer and Use of Proceeds

Not Applicable.

D.Risk Factors

Summary of Risk Factors

The below bullets summarize the principal risk factors relatedto an investment in our Company.

Industry Specific Risk Factors

●

Charter hire ratesfor dry bulkvessels arevolatile andhave fluctuatedsignificantly inthe

past years, which may adversely affectour earnings, revenues and profitability and our

ability to comply with our loan covenants.

●

The currentstate ofthe globalfinancial marketsand economicconditions mayadversely

impactourabilitytoobtainadditionalfinancingonacceptabletermsandotherwise

negatively impact our business.

●

Our operating results may be affected by seasonal fluctuations.

●

An increase in the price of fuel, or bunkers, may adversely affect ourprofits.

●

Wearesubjecttocomplex lawsandregulations, includingenvironmental regulations

that can adversely affect the cost, manner or feasibility of doing business.

9

●

Increased inspectionprocedures, tighterimportand exportcontrols andnewsecurity

regulations could increase costs and disrupt our business.

●

Operational risks and damage to our vessels could adverselyimpact our performance.

●

Ifourvesselscallonportslocatedincountriesorterritoriesthatarethesubjectof

sanctionsorembargoesimposedbytheU.S.government,theEuropeanUnion,the

UnitedNations,orothergovernmentalauthorities,itcouldleadtomonetaryfinesor

penalties and may adversely affect our reputation and the market forour securities.

●

Weconduct businessin China,where thelegal systemis notfully developedand has

inherent uncertainties that could limit the legal protections availableto us.

●

FailuretocomplywiththeU.S.ForeignCorruptPracticesActcouldresultinfines,

criminal penalties and an adverse effect on our business.

●

Changing laws andevolving reporting requirementscould have anadverse effect onour

business.

Company Specific Risk Factors

●

The marketvalues ofour vessels coulddecline, which couldlimit theamount offunds

that we can borrow and could trigger breaches of certain financial covenants contained

inourloanfacilities,whichcouldadverselyaffectouroperatingresults,andwemay

incur a loss if we sell vessels following a decline in their market values.

●

Wechartersomeofourvesselsonshort-termtimechartersinavolatileshipping

industry and a declinein charter hire ratescould affect our resultsof operations andour

ability to pay dividends.

●

Rising crew costs could adversely affect our results of operations.

●

Our investment inDiana Wilhelmsen ManagementLimited may expose usto additional

risks.

●

A cyber-attack could materially disrupt our business.

●

Climate changeand greenhousegas restrictionsmay adverselyimpact ouroperations

and markets.

●

Increasing scrutiny andchanging expectationsfrom investors,lenders and othermarket

participantswithrespecttoourESGpoliciesmayimposeadditionalcostsonusor

expose us to additional risks.

●

Our earnings may beadversely affected if weare not able totake advantage of favorable

charter rates.

●

Investment in derivative instruments such as forwardfreight agreements could result in

losses.

●

We cannotassure you thatwe will beable to borrowamounts under loanfacilities and

restrictive covenants in our loan facilities impose financial andother restrictions on us.

10

●

Wearesubjecttocertainriskswithrespecttoourcounterpartiesoncontracts,and

failure of suchcounterparties to meettheir obligations couldcause us tosuffer losses

or otherwise adversely affect our business.

●

In the highly competitiveinternational shipping industry, wemay not be ableto compete

for charters with new entrants or established companies with greater resources, and as

a result, we may be unable to employ our vessels profitably.

●

We may be unableto attract andretain key managementpersonnel and otheremployees

intheshippingindustry,whichmaynegativelyimpacttheeffectivenessofour

management and results of operations.

●

Technologicalinnovation andquality andefficiency requirementsfrom ourcustomers

could reduce our charter hire income and the value of our vessels.

●

Wemaynothaveadequateinsurancetocompensateusifweloseourvesselsorto

compensate third parties.

●

Our vesselsmay sufferdamage and wemay faceunexpected drydocking costs,which

could adversely affect our cash flow and financial condition.

●

The aging of our fleet may result in increased operating costs in the future, which could

adversely affect our earnings.

●

Weare exposedto U.S.dollar andforeign currencyfluctuations anddevaluations that

could harm our reported revenue and results of operations.

●

Wedepend upona fewsignificant customersfora largepart ofour revenuesand the

loss ofone ormore ofthese customerscould adverselyaffect ourfinancial performance.

●

We are a holdingcompany, and we dependon the abilityof our subsidiariesto distribute

funds to us in order to satisfy our financial obligations.

●

Because weare organized underthe lawsof theMarshall Islands, itmay bedifficult to

serveuswithlegalprocessorenforcejudgmentsagainstus,ourdirectorsorour

management.

●

If we expand ourbusiness further, wemay need to improve ouroperating and financial

systems and will need to recruit suitable employees and crew for ourvessels.

●

We may have to pay tax on U.S. source income, which would reduceour earnings.

●

U.S. federaltax authoritiescould treatus asa “passiveforeign investmentcompany,”

which could have adverse U.S. federal income tax consequencesto U.S. shareholders.

Risks Relating to Our Common Stock

●

We cannot assureyou that our boardof directors will continueto declare dividends on

shares of our common stock in the future.

●

The marketprices and tradingvolume of ourshares ofcommon stock mayexperience

rapidandsubstantialpricevolatility,whichcouldcausepurchasersofourcommon

stock to incur substantial losses.

11

●

Since we areincorporated in theMarshall Islands,which does nothave a well-developed

bodyofcorporatelaw,youmayhavemoredifficultyprotectingyourintereststhan

shareholders of a U.S. corporation.

●

AsaMarshallIslandscorporationandwithsomeofoursubsidiariesbeingMarshall

Islandsentitiesandalsohavingsubsidiariesinotheroffshorejurisdictions,our

operations maybe subjectto economicsubstance requirements,which couldimpact our

business.

●

Certain existing shareholders will be able to exertconsiderable control over matters on

which our shareholders are entitled to vote.

●

Future sales of ourcommon stock couldcause the marketprice of our commonstock to

decline.

●

OurSeriesBPreferredSharesareseniorobligationsofoursandrankpriortoour

common shares with respectto dividends, distributionsand payments uponliquidation,

which could have an adverse effect on the value of our common shares.

Risks Relating to Our Series B Preferred Stock

●

We maynot have sufficientcash from ouroperations to enableus to paydividends on

our Series B PreferredShares following the paymentof expenses andthe establishment

of any reserves.

●

Our Series BPreferred Shares are subordinateto our indebtedness, andyour interests

couldbedilutedbytheissuanceofadditionalpreferredshares,includingadditional

Series B Preferred Shares, and by other transactions.

●

We may redeem the SeriesB Preferred Shares, and you may notbe able to reinvest the

redemption price you receive in a similar security.

Risks Relating to Our Outstanding Warrants

●

The issuance of our common stock upon the exercise of our Warrants may depress our

stock price.

Someofthefollowingrisksrelateprincipallytotheindustryinwhichweoperateandourbusinessin

general. Otherrisks relateprincipally tothe securitiesmarket and ownershipof our securities,including our

common stock and our SeriesB Preferred Shares. Theoccurrence of any of theevents described in this

section couldsignificantly andnegatively affectour business,financial condition,operating results,cash

available forthe paymentof dividendson ourshares andinterest onour loanfacilities andBond, orthe

trading price of our securities.

Industry Specific Risk Factors

Charterhireratesfordrybulkvesselsarevolatileandhavefluctuatedsignificantlyinthepast

years, whichmay adverselyaffect our earnings,revenues andprofitability andour abilityto comply

with our loan covenants.

Substantially all of our revenuesare derived from a singlemarket, the dry bulk segment,and therefore our

financial resultsare subjecttocyclicality ofthedry bulkshipping industryand anyattendant volatilityin

12

charter hirerates and profitability. Thedegree ofcharter hirerate volatilityamong different typesof drybulk

vessels hasvaried widely,and timecharter and spotmarket ratesfor drybulk vesselhave inthe recent

past declined belowthe operating costsof vessels. Whenwe charter ourvessels pursuantto spot orshort-

term timecharters, weare exposedto changesin spotmarket andshort-term charterrates fordry bulk

carriers and such changesmay affect our earningsand the valueof our drybulk carriers at anygiven time.

We cannotassure youthat wewill beable tosuccessfully charterour vesselsin thefuture orrenew existing

charters atrates sufficientto allowus tomeet ourobligationsor payany dividendsin thefuture. Fluctuations

in charter ratesresult from changesin the supplyof and demandfor vessel capacityand changes inthe

supplyofanddemandforthemajorcommoditiescarriedbywaterinternationally.Becausethefactors

affecting the supplyof and demandfor vessels areoutside of ourcontrol andare unpredictable,the nature,

timing, directionand degreeof changesin industryconditions arealso unpredictable.A significantdecrease

in charter rates wouldadversely affect ourprofitability, cash flows and maycause vessel valuesto decline,

and,as aresult, wemay haveto recordan impairmentcharge inour consolidatedfinancial statements

which could adversely affect our financial results.

In 2023, the period market for dry bulk vessels experiencedfluctuations influenced by various factors. Dry

bulk market conditionsremained volatilereflecting theimpact ofwar inUkraine, geopoliticaltensions, trade

policies,andenvironmentalregulations.However,therewereregionalvariationsinmarketconditions,

with China's demandrecovering andsome otherareas experiencingstronger demanddue toinfrastructure

projects or agricultural exports.Panama Canal and SuezCanal disruptions during theyear surely affected

marketandthelonger theseissuesgoon,themoreofamarket supportitwillbe.The marketsrallied

strongly atthe endof lastyear,with theBaltic Capesizeindex rallyingto heightswhich since2010 was

only exceededin October2021. ThePanamax, Ultramax,Supramax andHandysize indicesrallied tolevels

which since 2010 was exceeded only during most of 2021 and early 2022. Fundamentals maintain bullish

and can support a positive outlook for 2024 which as always aresubject to revisions.

Factors that influence demand for dry bulk vessel capacity include:

●

supplyofanddemandforenergyresources,commodities,andsemi-finishedandfinished

consumer and industrial products;

●

changes in the exploration or production ofenergy resources, commodities, and semi-finished

and finished consumer and industrial products;

●

the location of regional and global exploration, production and manufacturingfacilities;

●

the locationof consumingregions forenergy resources,commodities, andsemi-finished and

finished consumer and industrial products;

●

the globalization of production and manufacturing;

●

global andregional economicand politicalconditions, armedconflicts, includingtheongoing

conflicts between Russia and Ukraine and Israel and Hamas, and fluctuations in industrial and

agricultural production;

●

disruptions and developments in international trade;

●

changesinseaborneandothertransportationpatterns,includingthedistancecargois

transported bysea forreasons includingbut notlimited toreductions incanal capacitiesand

geopolitical conflicts and military responses;

●

international sanctions, embargoes,import and exportrestrictions, nationalizations, piracy, and

terrorist attacks;

13

●

legal and regulatory changes including regulationsadopted by supranational authorities and/or

industry bodies, such as safety and environmental regulations andrequirements;

●

weather and acts of God and natural disasters;

●

environmental and other regulatory developments;

●

currency exchange rates, specifically versus USD; and

●

economic slowdowns caused by public health pandemics.

Demand forour drybulk oceangoingvessels isdependent uponeconomicgrowth inthe world’seconomies,

seasonal and regional changes indemand and changes to thecapacity of the global drybulk fleet and the

sources and supply for dry bulk cargo transported by sea. Continued adverse economic, politicalor social

conditionsorotherdevelopmentscouldnegativelyimpactcharterratesandthereforehaveamaterial

adverse effect on our business results, results of operations and ability to pay dividends.

Factors that influence the supply of dry bulk vessel capacity include:

●

the number of newbuilding orders and deliveries, includingslippage in deliveries;

●

the number of shipyards and ability of shipyards to deliver vessels;

●

port or canal congestion;

●

potential disruption,including supply chaindisruptions, ofshipping routes dueto accidentsor

political events;

●

the scrapping of older vessels;

●

speed of vessel operation;

●

vessel casualties;

●

technological advances in vessel design and capacity;

●

thedegreeofscrappingorrecyclingofoldervessels,depending,amongotherthings,on

scrapping or recycling rates and international scrapping or recyclingregulations;

●

the price of steel and vessel equipment;

●

product imbalances (affecting level of trading activity) and developmentsin international trade;

●

the numberof vesselsthat areout ofservice, namelythose thatare laid-up,drydocked, awaiting

repairs or otherwise not available for hire;

●

availability of financing for new vessels and shipping activity;

●

changesininternationalregulationsthatmayeffectivelycausereductionsinthecarrying

capacity of vessels or early obsolescence of tonnage; and

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●

changesinenvironmentalandotherregulationsthatmaylimittheusefullivesandtrading

patterns of vessels.

Inadditiontotheprevailingandanticipatedfreightrates,factorsthataffecttherateofnewbuilding,

scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices,

costs ofbunkers andother operatingcosts, costsassociated withclassification societysurveys, normal

maintenance and insurance coverage costs,the efficiency andage profile of theexisting dry bulk fleetin

themarketandgovernmentandindustryregulationofmaritimetransportationpractices,particularly

environmentalprotectionlawsand regulations.These factorsinfluencing thesupplyofanddemandfor

shipping capacity are outside of ourcontrol, and we may not be ableto correctly assess the nature, timing

and degree of changes in industry conditions.

We anticipate that the future demand for our dry bulk carriers will be dependent upon economic growth in

the world’s economies, including China and India, seasonal and regional changes in demand, changes in

the capacity of the globaldry bulk carrier fleetand the sources andsupply of dry bulkcargo transported by

sea. While there has been a general decrease in new dry bulk carrier orderingsince 2014, the capacity of

the globaldry bulkcarrier fleetcould increaseand economicgrowth maynot resumein areasthat have

experiencedarecessionorcontinueinotherareas.Adverseeconomic,political,socialorother

developments could have a material adverse effect on our business and operatingresults.

Inaddition,theconflictbetweenIsraelandHamas,whichbeganinOctober2023,hasresultedinan

increasednumberofvesselattacksintheRedSea.Variousshippingcompaniesand/orcommercial

managers have indicated that their vesselswould avoid crossing the Red Seaand consequently the Suez

Canal,andforthetimebeingdivertvesselsaroundsouthernAfrica’sCapeofGoodHope,which

occasionally adds substantialtime and costto East-West voyages.While we areunable to ascertainthe

immediate impact of this conflict, anyfurther attacks or piracy attempts, or continueddiversion of vessels

from the Suez Canal, may affect our business, financial condition, and results of operations.

The currentstate ofthe globalfinancial marketsand economicconditions mayadversely impact

our ability to obtain additional financing on acceptable terms and otherwise negatively impact our

business.

Globalfinancialmarketscanbevolatileandcontractioninavailablecreditmayoccuraseconomic

conditions change.In recentyears, operatingbusinesses inthe globaleconomy havefacedweakening

demand forgoods andservices, deterioratinginternational liquidityconditions, anddeclining marketswhich

leadtoageneraldeclineinthewillingnessofbanksandotherfinancialinstitutionstoextendcredit,

particularly inthe shipping industry. Asthe shipping industryis highly dependenton theavailability ofcredit

to finance and expand operations, it may be negatively affected by suchchanges and volatility.

We face risks attendant to changes in economic environments, changesin interest rates, and instability in

thebankingandsecuritiesmarketsaroundtheworld,amongotherfactorswhichmayhaveamaterial

adverse effect on our resultsof operations andfinancial condition andmay cause the priceof our common

shares todecline. Asof December31, 2023,we hadtotal outstandingindebtedness of$517.0 millionunder

our various credit facilities and bond and a further $133.3 millionof finance liabilities.

Global economic conditions may continue to negatively impactthe drybulk shipping industry.

Major market disruptionsand adverse changesin market conditionsand regulatory climatein China, the

United States, the European Union andworldwide may adversely affect our businessor impair our ability

to borrow amounts under credit facilities or any future financial arrangements.

Chinese dry bulk imports have accountedfor the majority of global dry bulktransportation growth annually

over thelast decade.Accordingly,our financialcondition and resultsof operations,as wellas ourfuture

15

prospects,wouldlikelybehinderedbyaneconomicdownturninanyofthesecountriesorgeographic

regions. In recentyears China andIndia have beenamong the world’sfastest growing economiesin terms

of grossdomestic product.The growthof China’seconomy hasslowed during2023. Acontinuedeconomic

slowdowninChinaortheAsiaPacificregionorinIndiamayadverselyaffectdemandforseaborne

transportation of ourproducts and ourresults of operations.Moreover, any deterioration in theeconomy of

the United States or the European Union, may further adversely affect economicgrowth in Asia.

Economic growth is expected to slow, including due to supply-chain disruption, inflationary pressures and

related actionsby centralbanks andgeopolitical conditions,with asignificant riskof recessionin many

partsoftheworldsinthenearterm.Inparticular,anadversechangeineconomicconditionsaffecting

China, Japan, India or Southeast Asia generally could have a negativeeffect on the drybulk market.

The dry bulk carrier charter market has improved butremains significantly below its high in 2008,

which may affectour revenues, earnings andprofitability, and ourability to comply withour loan

covenants.

The abrupt anddramatic downturn in thedry bulk chartermarket until thebeginning of 2021,from which

wederivesubstantiallyallofourrevenues,severelyaffectedthedrybulkshippingindustryandour

business. TheBaltic DryIndex, orthe BDI,a dailyaverage ofcharter ratesfor keydry bulkroutes published

by the Baltic Exchange Limited, has long been viewed as the main benchmark to monitor the movements

of the dry bulk vessel charter market and the performance of the entire dry bulk shipping market. The BDI

declined94%in2008fromapeakof11,793inMay2008toalowof663inDecember 2008andhas

remained volatile since then,reaching a record low of290 in February 2016. In2023, the BDI ranged from

a low of 530 toa high of 3,346 andclosed at 1,714 on April 2,2024. There can be noassurance that the

dry bulk charter market will notdecline further. Thedecline and volatility in charter rates isdue to various

factors,includingthelackoftradefinancingforpurchasesofcommoditiescarriedbysea,whichhas

resulted in a significant decline in cargo shipments, and the excess supply of iron ore in China, which has

resulted infalling ironore pricesand increasedstockpiles inChinese ports.The declineand volatilityin

charter rates in the dry bulk market also affects the value of our dry bulk vessels, which follows the trends

of dry bulkcharter rates, and earningson our charters,and similarly,affects our cashflows, liquidity and

compliance with the covenants contained in our loan agreements.

Anydeclineinthedrybulkcarrierchartermarketmayhaveadditionaladverseconsequencesforour

industry,includinganabsenceoffinancingforvessels,noactivesecondhandmarketforthesaleof

vessels,charterersseekingtorenegotiatetheratesforexistingtimecharters,andwidespreadloan

covenant defaults in the dry bulk shippingindustry. Accordingly, the value of our common shares could be

substantially reduced or eliminated.

Worldwide inflationarypressures couldnegatively impactour resultsof operationsand cashflows.

Thepreviousyearworldwideeconomiesexperiencedinflationarypressures,withpriceincreasesseen

acrossmanysectorsglobally.Forexample,theU.S.consumerpriceindex,aninflationgaugethat

measures costs across dozens of items was 6.5% in December 2022, driven in largepart by increases in

energy costs.In December2023, theU.S. consumerprice indexdropped to3.4% andit remainstobe

seenwhetherinflationarypressureswillincreaseagainandtowhatdegree.Intheeventthatinflation

becomes a significantfactor in theglobal economygenerally and inthe shippingindustry more specifically,

inflationary pressures would result in increased operating, voyageand administrative costs. Furthermore,

the effects ofinflation on the supply and demand ofthe products we transport could alterdemand for our

services. Interventionsin theeconomy bycentral banksin responseto inflationarypressures mayslow

down economicactivity,including byaltering consumerpurchasing habitsand reducingdemand forthe

commodities and products we carry, and cause a reduction in trade. As a result, the volumes of goodswe

deliver and/or charterrates for ourvessels may beaffected. Any ofthese factors couldhave an adverse

effect on our business, financial condition, cash flows and operating results.

16

Risksassociatedwithoperatingocean-goingvesselscouldaffectourbusinessandreputation,

which could have a material adverse effect on our results of operations andfinancial condition.

The operation of ocean-going vessels carries inherent risks. Theserisks include the possibility of:

●

marine disaster;

●

acts of God;

●

terrorism;

●

environmental accidents;

●

cargo and property losses or damage;

●

businessinterruptionscausedbymechanicalfailures,humanerror,war,politicalactionin

various countries, labor strikes or adverse weather conditions; and

●

piracy or robbery.

Inaddition,internationalshippingissubjecttovarioussecurityandcustomsinspectionandrelated

proceduresincountries oforiginanddestination andtrans-shipment points.Inspectionprocedures can

result in theseizure of thecargo and/or ourvessels, delays inthe loading, offloadingor delivery andthe

levyingofcustomsduties,finesorotherpenaltiesagainstus.Itispossiblethatchangestoinspection

procedurescouldimposeadditionalfinancialandlegalobligationsonus.Furthermore,changesto

inspection procedurescould alsoimpose additionalcosts andobligations onour customersand may,in

certaincases,rendertheshipmentofcertaintypesofcargouneconomicalorimpractical.Anysuch

changes or developments mayhave a material adverseeffect on our business, resultsof operations, cash

flows, financial condition and available cash.

Ouroperations outsidetheUnited Statesexpose ustoglobal risks,such aspolitical instability,

terroristorotherattacks,war,internationalhostilitiesandglobalpublichealthconcerns,which

may affect the seaborne transportation industry and adversely affect our business.

We are an internationalshipping company andprimarily conduct mostof our operationsoutside the United

States, and our business,results of operations, cashflows, financial condition andability to pay dividends,

if any, in the future may be adversely affected by changing economic, political and government conditions

inthecountries andregions whereourvessels areemployed orregistered. Moreover,weoperate ina

sector of the economy that is likely to be adversely impacted by the effects of politicalconflicts.

Currently, the world economy faces a number of challenges, including trade tensions between the

United States and China,stabilizing growth in China, continuing threatof terrorist attacks around

the world,continuing instability andconflicts and otherongoing occurrences inthe MiddleEast,

Ukraine, and in other geographic areas and countries, economicsanctions restrictions.

In thepast, politicalinstability hasalso resultedin attackson vessels,mining ofwaterways andother efforts

to disrupt international shipping, particularly in the Arabian Gulf region and most recently in the Black Sea

in connection with therecent conflicts betweenRussia and Ukraine,and in the RedSea in connectionwith

the conflict between Israeland Hamas. Actsof terrorism and piracy havealso affected vessels tradingin

regionssuchastheSouthChinaSeaandtheGulfofAdenoffthecoastofSomalia.Anyofthese

occurrences could havea materialadverse impact onour futureperformance, results ofoperation, cash

flows and financial position.

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BeginninginFebruaryof2022,PresidentBidenandseveralEuropeanleadersannouncedvarious

economic sanctions against Russia in connection with the aforementioned conflicts in the Ukraine region,

which may adversely impact our business.

The UnitedStates Departmentof theTreasury’sOfficeof ForeignAssets Control(“OFAC”)administers

andenforcesmultipleauthoritiesunderwhichsanctionshavebeenimposedonRussia,including:the

RussianHarmfulForeignActivitiessanctionsprogram,establishedbytheRussia-relatednational

emergency declared inExecutive Order (E.O.)14024 and subsequentlyexpanded and addressedthrough

certainadditionalauthorities,andtheUkraine-Russia-relatedsanctionsprogram,establishedwiththe

Ukraine-related national emergencydeclared in E.O.13660 and subsequentlyexpanded and addressed

throughcertain additionalauthorities.TheUnitedStateshasalsoissuedseveralExecutive Ordersthat

prohibitcertaintransactionsrelatedtoRussia,includingtheimportationofcertainenergyproductsof

Russian Federation origin(including crude oil,petroleum, petroleum fuels,oils, liquefiednatural gas and

coal), and all new investments in Russian by U.S. persons, amongother prohibitions and export controls.

Furthermore, the UnitedStates has alsoprohibited a varietyof specified services relatedto the maritime

transportofRussianFederationorigincrudeoilandpetroleumproducts,includingtrading/commodities

brokering, financing,shipping, insurance(including reinsuranceand protectionand indemnity),flagging,

and customs brokering. These prohibitionstook effect onDecember 5, 2022 with respectto the maritime

transportofcrudeoilandFebruary5,2023withrespecttothemaritimetransportofotherpetroleum

products.An exception existsto permit suchservices when theprice of theseaborne Russian oildoes not

exceed therelevant pricecap; butimplementation ofthis priceexception relieson arecordkeeping and

attestation process thatallows eachparty inthe supply chainof seaborne Russianoil todemonstrate or

confirm that oil has been purchasedat or below the price cap.Violations of the price cap policyor the risk

that information,documentation, orattestations providedby partiesin thesupply chainare laterdetermined

to be false may pose additional risks adversely affecting our business.

While Ukrainecontinued todeploy anumber ofcounter-attacks in2023 andas ofDecember 2023held

important areas in ground operations, after over two years of fighting Russia still maintains a foothold in a

numberofkeycitiesandareas.Theongoingconflictcouldresultintheimpositionoffurthereconomic

sanctionsornewcategoriesofexportrestrictionsagainstpersonsinorconnectedtoRussia.Whilein

general much uncertainty remains regarding the global impact of theconflict in Ukraine, it is possible that

such tensions could adversely affect the Company’sbusiness, financial condition, results ofoperation and

cashflows.Ourbusinesscouldalsobeadverselyimpactedbytradetariffs,tradeembargoesorother

economic sanctions that limit trading activities by the United States or other countries against countries in

theMiddleEast,Asiaorelsewhereasaresultofterroristattacks,hostilitiesordiplomaticorpolitical

pressures, including as a result of the current conflict betweenIsrael and Hamas.

Outbreaksofepidemicandpandemicdiseasesandgovernmentalresponsestheretocould

adversely affect our business.

Our operations are subject to risks related to pandemics, epidemics or other infectious disease outbreaks

andgovernmentresponsesthereto.COVID-19,whichwasinitiallydeclaredapandemicbytheWorld

Health Organization on March 11, 2020 and was declared no longer a globalhealth emergency on May 5,

2023,negativelyaffectedeconomicconditions,supplychains,labormarkets,anddemandforcertain

shippedgoodsbothregionallyandgloballyasaresultofgovernmenteffortstocombatthepandemic,

includingtheenactmentorimpositionoftravelbans,quarantinesandotheremergencypublichealth

measures.

Theextenttowhichourbusiness,theglobaleconomyanddrybulktransportationindustrymaybe

negativelyaffectedbyfuturepandemics,epidemicsorotheroutbreaksofinfectiousdiseasesishighly

uncertain and willdepend on numerous evolvingfactors that wecannot predict, including, butnot limited

to (i) the duration andseverity of the infectiousdisease outbreak; (ii)the imposition of restrictivemeasures

 

 

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to combat the outbreak and slow disease transmission; (iii) the introduction of financial support measures

to reduce the impactof the outbreak on theeconomy; (iv) volatility in thedemand for and priceof oil and

gas; (v) shortages or reductions in the supply of essential goods, services or labor; and (vi) fluctuations in

general economic or financial conditions tied to the outbreak, such as a sharp increasein interest rates or

reduction intheavailability ofcredit. Wecannot predicttheeffect thatanoutbreak ofa newCOVID-19

variantorstrain,oranyfutureinfectiousdiseaseoutbreak,pandemicorepidemicmayhaveonour

business, results of operations and financial condition, which could bematerial and adverse.

Our operating results may be affected by seasonal fluctuations.

We operate our vessels in markets that havehistorically exhibited seasonal variations in demand and, as

a result,in charterhire rates.This seasonalitymay resultin quarter-to-quartervolatility inour operating

results.Thedrybulkcarriermarketistypicallystrongerinthefallandwintermonthsinanticipationof

increasedconsumptionofcoalandotherrawmaterialsinthenorthernhemisphereduringthewinter

months. In addition, unpredictableweather patterns in thesemonths tend to disrupt vesselscheduling and

supplies of certaincommodities. Asa result, ourrevenues maybe weaker duringthe fiscal quartersending

June 30andSeptember 30,and,conversely,ourrevenuesmaybestrongerinfiscalquartersending

December 31 and March 31.While this seasonalitydoes not directlyaffect our operatingresults, it could

materiallyaffectouroperating resultstotheextentourvesselsareemployedinthespotmarketinthe

future.

An increase in the price of fuel, or bunkers, may adversely affect ourprofits.

While we generally will not bear thecost of fuel or bunkers for vesselsoperating on time charters, fuel isa

significantfactorinnegotiatingcharterrates.Asaresult,anincreaseinthepriceoffuelbeyondour

expectationsmayadverselyaffectourprofitabilityatthetimeofcharternegotiation.Fuelisalsoa

significant, if notthe largest, expensein shipping whenvessels are undervoyage charter.The price and

supply offuel isunpredictable andfluctuates basedon eventsoutside ourcontrol, includinggeopolitical

developments, supplyand demandforoilandgas,actions bytheOrganization ofPetroleum Exporting

Countries (the"OPEC"), andother oiland gasproducers, warand unrestin oilproducing countriesand

regions, regional production patternsand environmental concerns. Anyfuture increase in thecost of fuel

may reduce the profitability and competitiveness of our business.

In addition, if the recent sharpincrease in crude oil prices and widening of thespread between the prices

of highsulfur fueland lowsulfur fuelresulting fromconflict betweenRussia andUkraine andIsrael and

Hamas continues,this mightlead toa decreasein theeconomic viabilityofolder vesselsthat lackfuel

efficiency and a reduction of useful lives of these vessels.

Wearesubjecttocomplexlawsandregulations,includingenvironmentalregulationsthatcan

adversely affect the cost, manner or feasibility of doing business.

Our business and the operations of our vesselsare materially affected by environmental regulation in the

form of international conventions, national, stateand local laws and regulations in force inthe jurisdictions

in whichour vesselsoperate, aswell asin thecountry orcountries oftheir registration,including those

governing themanagement anddisposal ofhazardous substancesand wastes,the cleanupof oilspills

and other contamination, air emissions (including greenhouse gases), water discharges and ballast water

management. These regulations include, butare not limitedto, European Unionregulations, the U.S.Oil

PollutionActof1990,requirementsoftheU.S.CoastGuard,orUSCGandtheU.S.Environmental

Protection Agency, the U.S. Clean Air Act of 1970 (includingits amendments of 1977 and 1990), the U.S.

Clean WaterAct, and the U.S.Maritime Transportation SecurityAct of 2002, andregulations of the IMO,

including the International Convention on Civil Liability for Oil Pollution Damage of1969, the International

ConventionforthePreventionofPollutionfromShipsof1973,asmodifiedbytheProtocolof1978,

collectively referred to as MARPOL 73/78 or MARPOL, including designations of Emission Control Areas,

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thereunder, SOLAS,the International Convention onLoad Lines of 1966,the International Convention of

Civil Liability forBunker Oil PollutionDamage, and theISM Code. Because suchconventions, laws, and

regulations are often revised, wecannot predict the ultimate costof complying with such requirements or

the impactthereof on there-sale priceor useful lifeof anyvessel thatwe ownor will acquire.Additional

conventions, lawsand regulations maybe adoptedthat couldlimit ourability todo businessor increase

thecostofourdoingbusinessandwhichmaymateriallyadverselyaffectouroperations.Government

regulationofvessels,particularlyintheareasofsafetyandenvironmentalrequirements,continueto

change, requiring usto incur significantcapital expenditures on ourvessels to keepthem in compliance,

or evento scrapor sellcertain vesselsaltogether.In addition,we mayincur significantcosts inmeeting

newmaintenanceandinspectionrequirements,indevelopingcontingencyarrangementsforpotential

environmental violations and in obtaining insurance coverage.

In addition, weare required byvarious governmental andquasi-governmental agencies toobtain certain

permits,licenses,certificates,approvalsandfinancialassuranceswithrespecttoouroperations.Our

failure tomaintain necessarypermits, licenses,certificates, approvalsor financialassurances couldrequire

us to incur substantial costs or temporarily suspend operation of one or more of the vessels in our fleet or

lead to the invalidation or reduction of our insurance coverage.

Environmentalrequirementscanalsoaffecttheresalevalueorusefullivesofourvessels,requirea

reduction incargo capacity,ship modificationsor operationalchanges orrestrictions, leadto decreased

availabilityofinsurancecoverageforenvironmentalmattersorresultinthedenialofaccesstocertain

jurisdictional waters orports, or detentionin certain ports.Under local, national andforeign laws, aswell

asinternationaltreatiesandconventions,wecouldincurmaterialliabilities,includingforcleanup

obligations and natural resource damages, inthe event that there isa release of petroleum or hazardous

substances fromour vesselsor otherwisein connectionwith ouroperations. Wecould alsobecome subject

to personal injuryor property damage claimsrelating to therelease of hazardous substancesassociated

with ourexisting orhistoric operations. Violationsof, orliabilities under,environmental requirements can

result in substantialpenalties, finesand othersanctions, includingin certaininstances, seizureor detention

of our vessels.

Increased inspection procedures, tighter import and export controls and new security regulations

could increase costs and disrupt our business.

Internationalshippingissubjecttovarioussecurityandcustomsinspectionandrelatedproceduresin

countries of origin,destination and trans-shipmentpoints. Under theU.S. Maritime Transportation Security

Actof2002 (“MTSA”),theU.S.Coast Guardissued regulationsrequiringtheimplementation ofcertain

security requirementsaboard vesselsoperating inwaters subjectto thejurisdiction ofthe UnitedStates

andatcertain portsand facilities.These securityprocedures mayresultincargo seizure,delays inthe

loading, offloading,trans-shipment or deliveryand thelevying of customsduties, fines orother penalties

against us. It is possiblethat changes to inspectionprocedures could impose additionalfinancial and legal

obligations on us.Changes to inspectionprocedures could alsoimpose additionalcosts and obligationson

our customers andmay,in certain cases,render the shipment ofcertain types ofcargo uneconomical or

impractical.Anysuchchangesordevelopmentsmayhaveamaterialadverseeffectonourbusiness,

customer relations, financial condition and earnings.

Operational risks and damage to our vessels could adverselyimpact our performance.

The operation of an ocean-going vessel carries inherentrisks. Our vessels and their cargoes areat risk of

being damaged orlost because ofevents such asmarine disasters, bad weatherand other actsof God,

businessinterruptions causedby mechanicalfailures,grounding, fire,explosions andcollisions, human

error, war, terrorism,piracy, labor strikes,boycotts andother circumstancesor events.Changingeconomic,

regulatoryandpolitical conditionsinsomecountries, includingpolitical andmilitaryconflicts,have from

timetotimeresultedinattacksonvessels,miningofwaterways,piracy,terrorism,laborstrikesand

20

boycotts. Damage to theenvironment could alsoresult from our operations,particularly through spillageof

fuel,lubricantsorotherchemicalsandsubstancesusedinoperations,orextensiveuncontrolledfires.

Thesehazardsmayresultindeathorinjurytopersons,lossofrevenuesorproperty,thepaymentof

ransoms,environmentaldamage,higherinsurancerates,damagetoourcustomerrelationshipsand

market disruptions, delayor rerouting, anyof which maysubject us tolitigation. As aresult, we couldbe

exposedtosubstantialliabilitiesnotrecoverableunderourinsurances.Further,theinvolvementofour

vessels in a serious accident could harm our reputation as a safe and reliable vessel operator and lead to

alossofbusiness. Epidemicsandotherpublic healthincidentsmayalsoleadtocrew memberillness,

whichcandisrupttheoperationsofourvessels,ortopublichealthmeasures,whichmaypreventour

vessels from callingon ports ordischarging cargo inthe affectedareas or inother locationsafter having

visited the affected areas.

If our vessels sufferdamage, they may needto be repaired ata drydocking facility.The costs of drydock

repairs are unpredictableand maybe substantial.We may haveto paydrydocking coststhat ourinsurance

does notcover atall orin full.The lossof revenueswhile thesevessels arebeing repairedand repositioned,

as wellas theactual costof theserepairs, mayadversely affectour businessand financialcondition. In

addition, spaceat drydockingfacilities issometimes limitedand notall drydockingfacilities areconveniently

located. We may beunable to find space ata suitable drydocking facility or our vesselsmay be forced to

travel to a drydocking facility that is not conveniently located relative toour vessels' positions. The loss of

earnings while thesevessels are forcedto wait forspace or totravel to moredistant drydocking facilities

may adversely affect our business and financial condition.

The operationof drybulk vessels hascertain unique operationalrisks. Witha drybulk vessel, thecargo

itself and itsinteraction with theship can be arisk factor. By their nature,dry bulk cargoesare often heavy,

denseandeasilyshifted,andreactbadlytowaterexposure.Inaddition,drybulkvesselsareoften

subjected tobattering treatmentduring unloadingoperations withgrabs, jackhammers(to pryencrusted

cargoes out of thehold), and small bulldozers. Thistreatment may cause damage tothe dry bulk vessel.

Dry bulkvessels damageddue totreatment duringunloading proceduresmay bemore susceptibleto a

breach at sea. Hull breaches in drybulk vessels may lead to the flooding oftheir holds. If flooding occurs

in the forward holds, the bulkcargo may become so waterlogged thatthe vessel's bulkheads may buckle

under the resultingpressure leadingto the loss ofthe dry bulk vessel.These risks mayalso impact therisk

of loss of life or harm to our crew.

Ifweareunable toadequately maintainorsafeguardourvessels,we maybeunable toprevent these

events. Any of these circumstances or events could negatively impact our business, financial condition or

results of operations. In addition, the loss of anyof our vessels could harm our crew and ourreputation as

a safe and reliable vessel owner and operator.

If ourvessels callon portslocated incountries orterritories thatare thesubject ofsanctions or

embargoesimposedbytheU.S.government,theEuropeanUnion,theUnitedNations,orother

governmental authorities, itcould lead tomonetary fines or penaltiesand may adversely affectour

reputation and the market for our securities.

We have not engaged inshipping activities in countriesor territories or withgovernment-controlled entities

in 2023in violationof anyapplicable sanctions orembargoes imposed bythe U.S.government, the EU,

the United Nations or other applicable governmental authorities.Our contracts with our charterers prohibit

themfromcausingourvessels tocallonportslocatedinsanctionedcountries orterritories orcarrying

cargo for entities thatare the subject ofsanctions. Although our charterers may,in certain cases, control

theoperationofourvessels,wehavemonitoringprocessesinplacetoensureourcompliancewith

applicable economicsanctions andembargo laws.Nevertheless, itremains possiblethat ourcharterers

may causeour vessels totrade inviolation of sanctionsprovisions without ourconsent. If suchactivities

resultinaviolationofapplicablesanctionsorembargolaws,wecouldbesubjecttomonetaryfines,

21

penalties, orother sanctions,and ourreputation andthe marketfor ourcommon sharescould beadversely

affected.

Theapplicable sanctionsandembargo lawsand regulationsofthesedifferentjurisdictions varyintheir

application and do not all apply to the same covered persons or proscribe the same activities. In addition,

the sanctionsand embargolaws andregulations ofeach jurisdictionmay beamended toincrease orreduce

the restrictions theyimpose over time,and thelists ofpersons and entitiesdesignated under theselaws

and regulations are amendedfrequently. Moreover, most sanctions regimes provide that entitiesowned or

controlled by thepersons or entitiesdesignated in suchlists arealso subject tosanctions. The U.S.and

EU haveenacted newsanctions programsin recentyears. Additionalcountries orterritories, aswell as

additional persons orentities within or affiliatedwith those countriesor territories, have, andin the future

will,becomethetargetofsanctions.Theserequireustobediligentinensuringourcompliancewith

sanctionslaws.Further,theU.S.hasincreaseditsfocusonsanctions enforcementwithrespect tothe

shipping sector. Current orfuture counterparties of ours may be affiliatedwith persons or entities that are

or may bein the futurethe subject ofsanctions or embargoes imposedby the UnitedStates, EU, and/or

other internationalbodies. Ifwe determinethat suchsanctions requireus toterminate existingor future

contracts to which we, or our subsidiaries, are party or if we are found to be in violationof such applicable

sanctions, our results of operations may be adversely affected, or we maysuffer reputational harm.

As a resultof Russia’s actionsin Ukraine, theU.S., EU andUnited Kingdom,together with numerousother

countries, have imposedsignificant sanctions onpersons and entitiesassociated with Russiaand Belarus,

aswellascomprehensivesanctionsoncertainareaswithintheDonbasregionofUkraine,andsuch

sanctions applyto entitiesowned orcontrolled bysuch designatedpersons orentities. Thesesanctions

adversely affect our ability to operate in the region and also restrict partieswhose cargo we may carry.

Although we believe that wehave been in compliance withall applicable sanctions andembargo laws and

regulations in 2023 andup to the date ofthis annual report, and intendto maintain such compliance,there

can be no assurance that weor our charterers will bein compliance in the future, particularlyas the scope

of certainlaws may beunclear and maybe subject tochanging interpretations. Anysuch violation could

resultinfines,penalties orothersanctions thatcould severelyimpactourability toaccessU.S.capital

markets and conduct our business and could result in ourreputation and the markets for our securities to

be adversely affectedand/or in someinvestors deciding, or beingrequired, to divest theirinterest, or not

to invest, in us. Inaddition, certain institutional investors may have investment policies orrestrictions that

prevent themfrom holdingsecurities ofcompanies thathave contractswith countriesor territoriesidentified

by the U.S. government as state sponsors of terrorism. The determinationby these investors not to invest

in, orto divestfrom, our sharesmay adverselyaffect theprice atwhich ourshares trade. Moreover,our

charterers may violate applicable sanctionsand embargo laws andregulations as a resultof actions that

donotinvolveusorourvessels,andthoseviolationscouldinturnnegativelyaffectourreputation.In

addition, our reputationand the marketfor our securitiesmay be adverselyaffected if we engagein certain

otheractivities,suchasenteringintocharterswithindividualsorentitiesthatarenotcontrolledbythe

governments of countriesor territories thatare the subjectof certain U.S.sanctions or embargolaws, or

engaging in operationsassociated withthose countries orterritories pursuantto contracts withthird parties

thatareunrelatedtothosecountriesorterritoriesorentitiescontrolledbytheirgovernments.Investor

perception of the value of our common stock maybe adversely affected by the consequences of war,the

effects of terrorism, civil unrest and governmental actions in countries orterritories that we operate in.

The smugglingof drugsorother contrabandonto ourvessels maylead togovernmental claims

against us.

Weexpect thatour vesselswill callinports inareas wheresmugglers attempttohide drugsand other

contraband onvessels, withorwithout theknowledge ofcrew members.Totheextent ourvessels are

found with contraband, whether insideor attached to the hullof our vessel and whether withor without the

22

knowledge of any of our crew, we mayface governmental or other regulatory claims which could have an

adverse effect on our business, results of operations, cash flows and financialcondition.

Maritime claimantscould arrestorattach oneormoreof ourvessels, whichcould interruptour

business or have a negative effect on our cash flows.

Crew members, suppliers of goods and services to a vessel, shippers of cargo, lenders, and other parties

maybeentitledtoamaritimelienagainstavesselforunsatisfieddebts,claimsordamages.Inmany

jurisdictions, amaritime lienholder mayenforce itslien by“arresting” or“attaching” avessel throughjudicial

or foreclosure proceedings.The arrest orattachment ofone ormore of ourvessels could interruptthe cash

flow ofthe chartererand/or requireus topay asignificant amountof moneyto havethe arrestor attachment

lifted, which would have an adverse effect on our cash flows.

In addition, in some jurisdictions, suchas South Africa, under the “sister-ship”theory of liability, a claimant

may arrestboth thevessel thatis subjectto the claimant’smaritime lienand any“associated” vessel,which

is anyvessel ownedor controlledby thesame owner.Claimants couldtry toassert “sister-ship”liability

againstonevesselinourfleetforclaimsrelatingtoanotherofourships.Undersomeofourpresent

charters, if the vessel is arrested or detained as a result of a claim against us, we may be in default of our

charterandthecharterermaysuspendthepaymentofhireunderthecharterandchargeuswithany

additional expensesincurred duringthat period,which maynegatively impactour revenuesand cashflows.

WeconductbusinessinChina,wherethelegalsystemisnotfullydevelopedandhasinherent

uncertainties that could limit the legal protections availableto us.

Someofourvessels maybechartered toChinesecustomers andfromtimetotimeonourcharterers'

instructions,ourvesselsmaycallonChineseports.Suchchartersandvoyagesmaybesubjectto

regulations in Chinathat may requireus to incurnew or additionalcompliance or otheradministrative costs

andmay requirethatwe paytotheChinese governmentnew taxesor otherfees.Applicable lawsand

regulations inChina maynot bewell publicizedand maynot beknown tous orto ourcharterers inadvance

of usor ourcharterers becomingsubject tothem, andthe implementationof suchlaws andregulations

may beinconsistent. Changes inChinese laws andregulations, including withregards totax matters, or

changesintheirimplementationbylocalauthoritiescouldaffectourvesselsifcharteredtoChinese

customers as wellas our vesselscalling to Chineseports and couldhave a materialadverse impacton our

business, financial condition and results of operations.

Governments couldrequisition ourvessels duringa periodof waror emergency, resultingin aloss

of earnings.

A government couldrequisition one ormore ofour vessels fortitle orfor hire.Requisition for titleoccurs

whenagovernment takescontrol ofa vesseland becomesherowner,while requisitionforhire occurs

whenagovernment takescontrol ofavessel andeffectivelybecomes hercharterer atdictated charter

rates. Generally, requisitions occurduring periods of war or emergency,although governments may elect

to requisition vessels in other circumstances. Although we would be entitled to compensation in the event

ofarequisitionofoneormoreofourvessels,theamountandtimingofpaymentwouldbeuncertain.

Government requisition of one ormore of our vessels may negativelyimpact our revenues and reducethe

amountofcashwemayhaveavailablefordistributionasdividendstoourshareholders,ifanysuch

dividends are declared.

FailuretocomplywiththeU.S.ForeignCorruptPracticesActcouldresultinfines,criminal

penalties and an adverse effect on our business.

We mayoperate in anumber of countriesthroughout the world,including countries suspectedto havea

risk of corruption. We are committed to doing business in accordance with applicable anti-corruption laws

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and have adopted measuresdesigned to ensure compliance withthe U.S. Foreign CorruptPractices Act

of 1977, asamended (the “FCPA”).We aresubject, however,to the riskthat we, ouraffiliated entities or

ourortheirrespectiveofficers,directors,employeesandagentsmaytakeactionsdetermined tobein

violation ofsuch anti-corruptionlaws, includingthe FCPA.Any suchviolation couldresult insubstantial

fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might

adversely affect our business,earnings or financialcondition. In addition,actual or alleged violationscould

damageourreputationandabilitytodobusiness.Furthermore,detecting,investigating,andresolving

actualorallegedviolationsisexpensiveandcanconsumesignificanttimeandattentionofoursenior

management.

Changing laws andevolving reporting requirementscould have anadverse effect onour business.

Changing laws,regulations andstandards relatingto reportingrequirements, includingthe EuropeanUnion

General Data Protection Regulation, or GDPR, may create additionalcompliance requirements for us.

GDPR broadens thescope of personalprivacy laws toprotect the rightsof European Unioncitizens and

requires organizations toreport ondata breaches within72 hoursand be boundby morestringent rules

for obtaining the consent of individualson how their data can be used.GDPR has become enforceableon

May 25, 2018and non-compliancemay expose entitiesto significant finesor other regulatoryclaims which

could have an adverse effect on our business, financial condition, and operations.

Company Specific Risk Factors

The market values of our vessels could decline,which could limit the amount of fundsthat we can

borrow andcould triggerbreaches ofcertain financialcovenants containedin ourloan facilities,

whichcouldadverselyaffectouroperatingresults,andwemayincuralossifwesellvessels

following a decline in their market values.

While themarket valuesof vesselsand thefreight chartermarket havea veryclose relationshipas the

charter marketmoves fromtrough topeak, thetime lagbetween theeffect ofcharter rateson marketvalues

of ships can vary.

The marketvalues ofour vesselshave generallyexperienced highvolatility,and youshould expectthe

market values of our vessels to fluctuate depending on a number offactors including:

●

the prevailing level of charter hire rates;

●

general economic and market conditions affecting the shipping industry;

●

competition from other shipping companies and other modesof transportation;

●

the types, sizes and ages of vessels;

●

the supply of and demand for vessels;

●

applicable governmental or other regulations;

●

technological advances;

●

the needto upgradevessels asa resultof chartererrequirements, technologicaladvances invessel

design or equipment or otherwise; and

●

the cost of newbuildings.

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If the market values ofour vessels decline, wemay not be in compliancewith certain covenants contained

in ourloan facilitiesand wemay notbe ableto refinanceour debtor obtainadditional financing orincur

debt on terms that are acceptableto us or at all. As of December31, 2023, we were in compliancewith all

of the covenants in our loan facilities. Ifwe are not able to comply with thecovenants in our loan facilities

or are unableto obtainwaivers oramendments orotherwise remedythe relevantbreach, ourlenders could

accelerate our debt and foreclose on our vessels.

Furthermore, ifwe sellany ofour ownedvessels ata timewhen pricesare depressed,our business,results

of operations, cash flow and financial conditioncould be adversely affected. Moreover,if we sell a vessel

at a time when vessel prices have fallen, the sale may be at less than the vessel's carrying amount in our

financial statements, resultingin aloss anda reduction inearnings. Inaddition, ifvessel values decline,

we may have to record an impairment adjustment in our financial statements which could adverselyaffect

our financial results.

We chartersome ofour vesselson short-term timecharters ina volatileshipping industry anda

decline in charter hire rates could affect our results of operations and our abilityto pay dividends.

Although significant exposure toshort-term time charters isnot unusual in thedry bulk shipping industry,

the short-termtime chartermarket ishighly competitiveand spotmarket charterhire rates(which affect

time charterrates) mayfluctuate significantlybased uponavailable chartersand thesupply of,and demand

for,seaborneshippingcapacity.Whiletheshort-termtimechartermarketmayenableustobenefitin

periodsofincreasing charterhirerates,wemustconsistentlyrenewourchartersandthisdependence

makes usvulnerable todeclining charterrates. Asa resultof thevolatility inthe drybulk carriercharter

market, we maynot be ableto employ ourvessels upon thetermination of theirexisting charters at their

current charterhire ratesor atall. Thedry bulkcarrier chartermarket isvolatile, andin therecent past,

short-termtimecharterandspotmarketcharterratesforsomedrybulkcarriersdeclinedbelowthe

operatingcostsofthosevesselsbeforerising.Wecannotassureyouthatfuturecharterhirerateswill

enable us to operate our vessels profitably, or to pay dividends.

Rising crew costs could adversely affect our results of operations.

Due to an increase in the size of the global shipping fleet, the limited supply ofand increased demand for

crewhascreatedupwardpressureoncrewcosts.Additionally,thereturnofanumberofUkrainian

seafarers totheir homes asa resultof theongoing war inUkraine hasreduced the numberof seafarers

globally,andtherebyincreasedthepressureoncrewwages.Continuedhighercrewcostsorfurther