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TOP Ships Inc. Announces $5.0 Million Private Placement of Senior Convertible Notes and Warrants

TOPS
  • TOP Ships Inc. (NYSE: TOPS) entered a securities purchase agreement with a single institutional investor to issue $5,555,555.56 in senior convertible notes & warrants in a private placement.
  • The company expects to close the first tranche on October 28, 2026, receiving gross proceeds of $5,000,000 after a 10% original issue discount.
  • Notes carry an 8.00% cash interest rate or 10.00% rate if paid in common shares, mature in 12 months, & may be extended to 18 months with a 5% principal increase.
  • Conversion prices are set at the lower of the closing price or 5-day average prior to issuance, subject to a $0.50 floor, with an alternate holder option based on 10-day VWAP.
  • Warrants are immediately exercisable, expire in five years, & at the first closing will allow purchase of 19,841,269 shares at $0.28 per share.
  • A second tranche of $5,555,555.56 in notes & warrants may be issued for $5,000,000 gross proceeds subject to conditions.
  • The company agreed to issue commitment shares equal to 5% of the note face value at each closing, expecting 992,064 shares at the first closing.
  • Maxim Group LLC acts as the sole placement agent for the offering.
  • Securities are offered under Section 4(a)(2) & Regulation D exemptions, with a registration rights agreement filed to register resale of shares underlying notes, warrants, & commitment shares.
  • TOP Ships operates 857,000 dwt of modern eco tankers, has newbuilding contracts for ten 50,000 dwt MR tankers due 2028-2029, & plans to acquire four shipowning companies for four additional MR tankers.