TOP Ships Inc. announced that it has entered into an agreement with an accredited investor that is an existing holder of warrants to purchase an aggregate of 715,150 of the Company’s common shares for cash (the “Existing Warrants”), wherein the investor agreed to exercise all of the Existing Warrants at an exercise price reduced from $10.00 per share to $6.75 per share. The Existing Warrants were previously issued in a registered direct offering which closed in June 2022.
The net proceeds of the exercise of the Existing Warrants to the Company, after deducting estimated expenses and fees, are expected to be approximately $4.5 million.
Maxim Group LLC acted as warrant inducement agent and financial advisor in connection with the transaction.
The Existing Warrants and the common shares issuable upon exercise thereof were registered pursuant to the Company’s registration statement on Form F-1 (File No. 333-266002) previously filed with and subsequently declared effective by the Securities and Exchange Commission (“SEC”) on July 14, 2022.
In consideration for the immediate exercise of the Existing Warrants for cash, the exercising holders will receive new warrants to purchase up to an aggregate of 1,072,725 common shares (the “New Warrants”) in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The New Warrants are immediately exercisable upon issuance at an exercise price of $6.75 per common share and will expire on June 7, 2027.
The New Warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act and, along with the common shares issuable upon their exercise, have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company has agreed to file a registration statement with the SEC covering the resale of common shares issuable upon exercise of the New Warrants.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Source: TOP Ships Inc.