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Costamare Bulkers Holdings Ltd (NYSE:CMDB) announced Wednesday that it has entered into a Stock Subscription Agreement with Konstantinos Konstantakopoulos, under which Mr. Konstantakopoulos will purchase 235 shares of a newly created Series B Preferred Stock for a total of $235. The company disclosed the transaction in a press release statement included in a U.S. Securities and Exchange Commission filing.
Each share of the Series B Preferred Stock carries 50,000 votes on all shareholder matters but does not entitle the holder to dividends or distributions, except for its par value in the event of the company’s liquidation. The shares may be redeemed by the company at any time at $1 per share at the discretion of the independent members of the Board of Directors.
Following the completion of the purchase, members of the Konstantakopoulos family, none of whom are U.S. persons, will control approximately 76.4% of the company’s issued and outstanding voting rights. This is an increase from about 65% prior to the issuance of the Series B Preferred Stock.
The company stated that the creation and issuance of the Series B Preferred Stock was in connection with an announcement by the Ministry of Transport in China on October 10, 2025, regarding the collection of special port fees from U.S.-linked vessels. Costamare Bulkers said it does not believe its vessels are subject to these fees, but the new stock class ensures that U.S. persons cannot control more than 25% of the company’s voting power.
The Series B Preferred Stock will automatically lose its rights and powers five years after issuance if not redeemed earlier. The company’s Audit Committee, composed solely of independent and disinterested directors, reviewed and unanimously recommended approval of the designation and issuance of the Series B Preferred Stock and the related agreement.
Details of the Series B Preferred Stock’s rights and privileges are set out in a Statement of Designation dated Wednesday, attached as an exhibit to the SEC filing.
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