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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-264675

PROSPECTUS SUPPLEMENT NO. 8

(TO PROSPECTUS DATED May 16, 2022)

 

LOGO

IMPERIAL PETROLEUM INC.

 

 

This is a supplement (“Prospectus Supplement”) to the prospectus, dated May 16, 2022 (“Prospectus”) of Imperial Petroleum Inc. (the “Company”), which forms a part of the Company’s Registration Statement on Form F-1 (Registration No. 333-264675), as amended or supplemented from time to time.

On September 14, 2022, the Company furnished a Report on Form 6-K (the “Form 6-K”) to the U.S. Securities and Exchange Commission (the “Commission”) as set forth below.

This Prospectus Supplement should be read in conjunction with, and delivered with, the Prospectus and is qualified by reference to the Prospectus except to the extent that the information in this Prospectus Supplement supersedes the information contained in the Prospectus. This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements to it.

 

 

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 18 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus supplement is September 14, 2022.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2022

Commission File Number 001-41095

 

 

IMPERIAL PETROLEUM INC.

(Translation of registrant’s name into English)

 

 

331 Kifissias Avenue Erithrea 14561 Athens, Greece

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 

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EXHIBIT INDEX

 

99.1    Management’s Discussion and Analysis of Financial Condition and Results of Operations and Consolidated Financial Statements for the Six Months Ended June 30, 2022

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 14, 2022

 

IMPERIAL PETROLEUM INC.
By:  

/s/ Harry Vafias

Name:   Harry Vafias
Title:   Chief Executive Officer

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Exhibit 99.1

IMPERIAL PETROLEUM INC

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of our financial condition and results of operations for the six-month period ended June 30, 2022. Unless otherwise specified herein, references to the “Company” or “we” shall include Imperial Petroleum Inc. and its subsidiaries. You should read the following discussion and analysis together with the unaudited condensed consolidated financial statements and related notes included elsewhere in this report. For additional information relating to our management’s discussion and analysis of financial condition and results of operations, please see our annual report on Form 20-F for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission on March 29, 2022 (the “Annual Report”).

Overview

Imperial Petroleum Inc. is a ship-owning company currently providing petroleum products and crude oil seaborne transportation services. In November 2021, StealthGas Inc. contributed to the Company four subsidiaries comprising a fleet of four tanker vessels. The Company was spun-off from StealthGas Inc. in December 2021. Historical comparative period reflects the results of the carve-out operations of the four subsidiaries that were contributed to the Company.

The Company currently owns a total of 8 vessels; five M.R. product tankers, one Aframax oil tanker and two Suezmax tankers and has recently entered into agreements to acquire two handysize dry bulk carriers which will be delivered in September 2022. We expect to finance the acquisition of these handysize dry bulk carriers with cash on hand and post-delivery secured debt financing. Following the delivery of these dry bulk vessels, the Company’s fleet will count 10 vessels with a capacity of approximately 737,000 deadweight tons (dwt).

Our Fleet

The following summarizes the current employment of our fleet:

 

Name    Year
Built		      Country
Built		      Vessel Size
(dwt)		      Vessel
Type		      Employment
Status		      Daily
Charter
Rate		      Expiration
of
Charter(1)		  

Magic Wand

      2008        Korea        47,000        MR product tanker        Time Charter      $ 14,500        May 2023  

Clean Thrasher

      2008        Korea        47,000        MR product tanker        Spot        

Falcon Maryam

      2009        Korea        46,000        MR product tanker        Spot        

Stealth Berana

      2010        Korea        115,804        Aframax oil tanker        Spot        

Clean Nirvana

      2008        Korea        50,000        MR product tanker        Spot        

Clean Justice

      2011        Japan        47,000        MR product tanker        Spot        

Suez Enchanted

      2007        Korea        160,000        Suezmax tanker        Spot        

Suez Protopia

      2008        Korea        160,000        Suezmax tanker        Spot        

Fleet Total

            672,804 dwt              

 

(1)

Earliest date charters could expire.

As of September 1, 2022, we had one vessel operating under time charter contract expiring in May 2023, and seven vessels operating in the spot market. Since the beginning of 2022, the tanker market has firmed as we witness an increase in both demand and tanker rates. The unfortunate outbreak of the Russian war against Ukraine and related sanctions imposed on Russian oil has altered the trade patterns thus increasing tanker voyages leading to rates firming even further to date, with the near term outlook, particularly for product tankers, currently expected to be favorable.

 

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Recent Developments

Acquisition of vessels

In July 2022, we entered into two separate agreements with entities affiliated with the family of our Chief Executive Officer to acquire two handysize dry bulk carriers, the Eco Bushfire (2011 built) and the Eco Angelbay (2009 built), for a total consideration of $39 million; both vessels are Japanese built with an aggregate capacity of 64,000 dwt and are expected to be delivered to the Company during September 2022.

Selected Financial Data

(in US Dollars except for Fleet Data)

 

     For the six-month periods ended
June 30,		  
Statement of Operations Data    2021      2022  

Revenues

      9,226,877        16,464,649  

Voyage expenses

      1,815,116        4,721,312  

Voyage expenses - related party

      116,665        203,462  

Vessels’ operating expenses

      3,695,123        5,034,767  

Vessels’ operating expenses – related party

      42,000        37,500  

Management fees-related party

      261,545        341,625  

General and administrative expenses

      —          422,785  

General and administrative expenses – related party

      176,162        105,200  

Depreciation

      4,337,331        4,902,831  

(Loss)/income from operations

      (1,217,065 )       695,167  

Interest and finance costs

      (3,376 )       (452,915 ) 

Other (expenses)/income

      (8,283 )       61,849  

Net (loss)/income

      (1,228,724 )       304,101  

Balance Sheet Data

   
     As of
December 31,
2021		      As of June 30,
2022		  

Cash and cash equivalents

      3,389,834        79,135,753  

Current assets

      6,005,747        89,630,449  

Vessels, net

      119,962,984        194,134,266  

Total assets

      128,468,731        286,264,715  

Current liabilities

      8,633,917        12,570,433  

Total liabilities

      31,722,888        33,280,692  

Capital stock

      47,753        1,902,540  

Total stockholders’ equity

      96,745,843        252,984,023  
Other Financial Data    For the six-month periods ended
June 30,		  
     2021      2022  

Net cash provided by operating activities

      3,307,319        1,270,841  

Net cash used in investing activities

      (142,600 )       (79,022,533 ) 

Net cash (used in)/ provided by financing activities

      (6,333,468 )       153,532,079  

 

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Selected Financial Data (continued)

 

     For the six-month periods ended
June 30,		  

Fleet Data

    2021     2022  

Average number of vessels(1)

      4.00       5.01  
  

 

 

    

 

 

  

Total calendar days for fleet(2)

      724       906  

Total voyage days for fleet(3)

      712       903  

Total charter days for fleet(4)

      531       683  

Total spot market days for fleet(5)

      181       220  

Fleet utilization(6)

      98.3 %      99.7 % 

Fleet operational utilization(7)

      92.3 %      89.1 % 

 

1)

Average number of vessels is the number of owned vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in that period.

2)

Total calendar days for fleet are the total days the vessels we operated were in our possession for the relevant period including off-hire days associated with major repairs, drydockings or special or intermediate surveys.

3)

Total voyage days for fleet reflect the total days the vessels we operated were in our possession for the relevant period net of off-hire days associated with major repairs, drydockings or special or intermediate surveys.

4)

Total charter days for fleet are the number of voyage days the vessels operated on time or bareboat charters for the relevant period.

5)

Total spot market charter days for fleet are the number of voyage days the vessels operated on spot market charters for the relevant period.

6)

Fleet utilization is the percentage of time that our vessels were available for revenue generating voyage days, and is determined by dividing voyage days by fleet calendar days for the relevant period.

7)

Fleet operational utilization is the percentage of time that our vessels generated revenue, and is determined by dividing voyage days excluding commercially idle days by fleet calendar days for the relevant period.

Result of Operations

Six-month period ended June 30, 2022 compared to the six-month period ended June 30, 2021

REVENUES- Total revenues for the six months ended June 30, 2022, amounted to $16.5 million, an increase of $7.3 million, or 79.3%, compared to revenues of $9.2 million for the six months ended June 30, 2021, primarily due to the increase in the average number of our vessels and the improvement in market rates.

VOYAGE EXPENSES- Total voyage expenses for the six months ended June 30, 2022 were $4.9 million compared to $1.9 million for the six months ended June 30, 2021. The $3.0 million increase in voyage expenses is mainly due to the increase in the spot days of our fleet by 39 days (21.5%) and the rise in daily bunker cost by $9,400.

VESSELS’ OPERATING EXPENSES- Total vessels’ operating expenses for the six months ended June 30, 2022 were $5.1 million compared to $3.7 million for the six months ended June 30, 2021. The $1.4 million increase in vessels’ operating expenses was primarily due to the increase in the average number of our vessels.

MANAGEMENT FEES- Management fees were $0.34 million for the six months ended June 30, 2022 compared to $0.26 million for the six months ended June 30, 2021. The increase in management fees in the six months ended June 30, 2022 was attributed to the increase of our fleet by one vessel.

GENERAL AND ADMINISTRATIVE EXPENSES — General and administrative expenses were $0.5 million for the six months ended June 30, 2022 compared to $0.2 million for the six months ended June 30, 2021, an increase of $0.3 million, due to increased legal and other fees as a result of operating as a separate public company.

DEPRECIATION — Depreciation for the six months ended June 30, 2022, was $4.9 million, a $0.6 million increase from $4.3 million for the same period of last year, due to the increase in the average number of our vessels.

INTEREST AND FINANCE COSTS — Interest and finance costs were $0.5 million for the six months ended June 30, 2022 compared to $0.003 million for the six months ended June 30, 2021, an increase of $0.5 million. The increase is attributable to the interest expense incurred relating to our loan agreement entered into in November 2021.

NET INCOME/(LOSS) — As a result of the above, net income for the six months ended June 30, 2022 was $0.3 million compared to a net loss of $1.2 million for the six months ended June 30, 2021.

 

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Cash Flows

Net cash provided by operating activities — was $1.3 million for the six months ended June 30, 2022, compared to $3.3 million for the six months ended June 30, 2021. The decrease in net cash provided by operating activities in spite of the increase in our net income, was mainly attributed to timing reasons and more specifically to collections of revenue subsequent to June 30, 2022 relating to revenue for the six month period ended June 30, 2022 and to inventory purchases close to period end partly offset by the fact that these were not paid in full as of June 30, 2022.

Net cash used in investing activities — was $79.0 million for the six months ended June 30, 2022; which amount mainly represents the aggregate consideration paid for the acquisition of four tanker vessels: Two product tankers acquired from related party entities that were delivered to the Company on March 28, 2022 and on May 31, 2022, respectively, and two Suezmax tankers acquired from unaffiliated third parties which were each delivered to the Company on June 3, 2022. Net cash used in investing activities for the six months ended June 30, 2021 amounting to $0.1 million related to improvements for one vessel.

Net cash (used in) / provided by financing activities — was inflows of $153.5 million for the six months ended June 30, 2022, consisting of $167.6 million of gross proceeds from our three capital raising equity offerings since our listing on Nasdaq, partially offset by $10.8 million relating to stock issuance costs along with $2.4 million of scheduled loan repayments and $0.9 million paid in r dividends on our Series A preferred shares. Net cash used in financing activities for the six months ended June 30, 2021 amounting to $6.3 million related to net transfers to our former Parent, StealthGas Inc.

Liquidity and Capital Resources

As of June 30, 2022, we had cash and cash equivalents of $79.1 million and $0.5 million of restricted cash classified as current assets as well as $2.5 million of restricted cash classified as non-current assets.

Our principal sources of funds for our liquidity needs have been equity offerings and cash flows from operations. Potential additional sources of funds include equity offerings and bank borrowings. Our principal use of funds has been to acquire our vessels, maintain the quality of our vessels, and fund working capital requirements.

Our liquidity needs, as of June 30, 2022, primarily relate to funding expenses for operating our vessels, any vessel improvements that may be required and general and administrative expenses.

As of June 30, 2022, we had $25.5 million of outstanding indebtedness net of arrangement fees, which was incurred under our 2021 DNB senior secured credit facility (the “2021 DNB Senior Secured Credit Facility”) in November 2021 to refinance outstanding indebtedness of StealthGas Inc. secured by the four vessels that it contributed to us as part of the spin-off. We are in advanced discussion to secure financing for the remaining four vessels of our fleet which are currently unencumbered. For information relating to our financing arrangements, please refer to Note 5 of our audited consolidated financial statements included in our Annual Report and Note 5 to our unaudited interim condensed consolidated financial statements included herewith.

In July 2022, we entered into agreements with entities affiliated with the family of our Chief Executive Officer to acquire two handysize dry bulk carriers for a total consideration of $39 million, which we expect to finance with cash on hand and post-delivery secured debt financing we are seeking to arrange.

We have 795,878 Series A Preferred Shares outstanding, which have a dividend rate of 8.75% per annum per $25.00 of liquidation preference per share, with respect to which we paid aggregate dividends of $0.9 million in the six months ended June 30, 2022.

We believe that our working capital along with our cash flows generated from operations are sufficient for our present short-term liquidity requirements. We believe that, unless there is a major and sustained downturn in market conditions applicable to our specific shipping industry segment, our internally generated cash flows will be sufficient to fund our operations, including working capital requirements, for at least 12 months taking into account any possible capital commitments and debt service requirements.

Critical Accounting Estimates

A discussion of our critical accounting estimates can be found in our Annual Report.

Forward-Looking Statements

Matters discussed in this report may constitute forward-looking statements. Forward-looking statements reflect our current views with respect to future events and financial performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, or impact or duration of the COVID-19 pandemic, the conflict in Ukraine and underlying assumptions and other statements, which are other than statements of historical facts. The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we assure you that it will achieve or accomplish these expectations, beliefs or projections. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the impact of the COVID-19 pandemic and efforts throughout the world to contain its spread, the strength of world economies and currencies, general market conditions, including changes in charter hire rates and vessel values, supply and demand for oil and oil products, charter counterparty performance, changes in demand that may affect attitudes of time charterers to scheduled and unscheduled drydockings, shipyard performance, changes in our operating expenses, including bunker prices, drydocking and insurance costs, ability to obtain financing and comply with covenants in our financing arrangements, or actions taken by regulatory authorities, potential liability from pending or future litigation, domestic and international political conditions, the conflict in Ukraine and related sanctions, potential disruption of shipping routes due to accidents and political events or acts by terrorists. Risks and uncertainties are further described in the Annual Report and other reports we file with the U.S. Securities and Exchange Commission.

 

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Imperial Petroleum Inc.

Consolidated balance sheets

As of December 31, 2021 and June 30, 2022 (unaudited)

(Expressed in United States dollars)

 

     As of
December 31, 2021		      As of
June 30, 2022		  

Assets

      

Current assets

      

Cash and cash equivalents

      3,389,834        79,135,753  

Restricted cash

      451,225        485,693  

Receivable from related party (Note 3)

      355,023        375,801  

Trade and other receivables

      1,400,275        3,572,656  

Other current assets (Note 9)

      —          581,331  

Inventories

      258,846        4,935,331  

Advances and prepayments

      150,544        543,884  
  

 

 

     

 

 

  

Total current assets

      6,005,747        89,630,449  
  

 

 

     

 

 

  

Non current assets

      

Vessels, net (Note 4)

      119,962,984        194,134,266  

Restricted cash

      2,500,000        2,500,000  
  

 

 

     

 

 

  

Total non current assets

      122,462,984        196,634,266  
  

 

 

     

 

 

  

Total assets

      128,468,731        286,264,715  
  

 

 

     

 

 

  

Liabilities and net parent investment

      

Current liabilities

      

Trade accounts payable

      1,430,251        5,770,455  

Payable to related party (Notes 3)

      1,119,055        394,328  

Accrued liabilities

      486,674        1,093,353  

Customer deposits

      368,000        368,000  

Deferred income

      482,321        190,499  

Current portion of long-term debt (Note 5)

      4,747,616        4,753,798  
  

 

 

     

 

 

  

Total current liabilities

      8,633,917        12,570,433  
  

 

 

     

 

 

  

Non current liabilities

      
  

 

 

     

 

 

  

Long-term debt (Note 5)

      23,088,971        20,710,259  
  

 

 

     

 

 

  

Total non current liabilities

      23,088,971        20,710,259  
  

 

 

     

 

 

  

Total liabilities

      31,722,888        33,280,692  
  

 

 

     

 

 

  

 

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Commitments and contingencies (Note 10)

     

Stockholders’ equity

     

Capital stock, 2,000,000,000 shares authorized at December 31, 2021 and June 30, 2022, 4,775,272 shares issued and outstanding at December 31, 2021 and 190,254,034 shares issued and outstanding at June 30, 2022 (Note 7)

      47,753       1,902,540  

Preferred stock, 200,000,000 shares authorized at December 31, 2021 and June 30, 2022 and 795,878 issued and outstanding at December 31, 2021 and June 30, 2022 (Note 7)

   

 

7,959

 

  

 

7,959

 

Additional paid-in capital

      97,161,688       251,240,980  

Accumulated deficit

      (471,557 )      (167,456 ) 
  

 

 

    

 

 

  

Total stockholders’ equity

      96,745,843       252,984,023  
  

 

 

    

 

 

  

Total liabilities and stockholders’ equity

      128,468,731       286,264,715  
  

 

 

    

 

 

  

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

 

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Imperial Petroleum Inc.

Unaudited consolidated statements of operations

(Expressed in United States dollars)

 

     For the six-month periods
ended June 30,		  
     2021     2022  

Revenues

     

Revenues (Note 9)

      9,226,877       16,464,649  
  

 

 

    

 

 

  

Total revenues

      9,226,877       16,464,649  
  

 

 

    

 

 

  

Expenses

     

Voyage expenses

      1,815,116       4,721,312  

Voyage expenses – related party (Note 3)

      116,665       203,462  

Vessels’ operating expenses

      3,695,123       5,034,767  

Vessels’ operating expenses – related party (Note 3)

      42,000       37,500  

Management fees – related party (Note 3)

      261,545       341,625  

General and administrative expenses

      —         422,785  

General and administrative expenses – related party (Note 3)

      176,162       105,200  

Depreciation (Note 4)

      4,337,331       4,902,831  
  

 

 

    

 

 

  

Total expenses

      10,443,942       15,769,482  
  

 

 

    

 

 

  

(Loss)/Income from operations

      (1,217,065 )      695,167  
  

 

 

    

 

 

  

Other (expenses) / income

     

Interest and finance costs

      (3,376 )      (452,915 ) 

Interest income

      4       44,140  

Foreign exchange (loss)/gain

      (8,287 )      17,709  
  

 

 

    

 

 

  

Other expenses, net

      (11,659 )      (391,066 ) 
  

 

 

    

 

 

  

Net (loss)/income

      (1,228,724 )      304,101  
  

 

 

    

 

 

  

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

 

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Imperial Petroleum Inc.

Unaudited consolidated statements of stockholders’ equity

(Expressed in United States dollars)

 

     Capital stock      Preferred stock                       
     Number
of
Shares
(Note 7)		      Amount
(Note 8)		      Number
of
Shares
(Note 7)		      Amount
(Note 7)		      Additional
Paid-in
Capital
(Note 7)		      Accumulated
Deficit		      Former
Parent
Company
Investment		     Total  

Balance, December 31, 2020

      —          —          —          —          —          —          134,061,923       134,061,923  
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

  

Net decrease in former Parent Company investment

      —          —          —          —          —          —          (6,333,468 )      (6,333,468 ) 

Net loss

      —          —          —          —          —          —          (1,228,724 )      (1,228,724 ) 
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

  

Balance, June 30, 2021

      —          —          —          —          —          —          126,499,731       126,499,731  
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

  

 

     Capital stock      Preferred stock                     
     Number
of
Shares
(Note 7)		      Amount
(Note 7)		      Number
of
Shares
(Note 7)		      Amount
(Note 7)		      Additional
Paid-in
Capital
(Note 7)		     Accumulated
Deficit		     Former
Parent
Company
Investment		      Total  

Balance, December 31, 2021

      4,775,272        47,753        795,878        7,959        97,161,688       (471,557 )      —          96,745,843  
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

     

 

 

  

Issuance of common stock (including the exercise of warrants) net of issuance costs

      185,478,762        1,854,787        —          —          154,949,784       —         —          156,804,571  

Net income

      —          —          —          —          —         304,101       —          304,101  

Dividends declared on preferred shares

      —          —          —          —          (870,492 )      —         —          (870,492 ) 
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

     

 

 

  

Balance, June 30, 2022

      190,254,034        1,902,540        795,878        7,959        251,240,980       (167,456 )      —          252,984,023  
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

     

 

 

  

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

 

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Table of Contents

Imperial Petroleum Inc.

Unaudited consolidated statements of cash flows

(Expressed in United States dollars)

 

     For the six-month periods
ended June 30,		  
     2021     2022  

Cash flows from operating activities:

     

Net (loss)/income

      (1,228,724 )      304,101  

Adjustments to reconcile net (loss)/income to net cash provided by operating activities:

     

Depreciation

      4,337,331       4,902,831  

Amortization of deferred finance charges

      —         29,470  

Changes in operating assets and liabilities:

     

(Increase)/decrease in

     

Trade and other receivables

      (803,931 )      (2,172,381 ) 

Other current assets

      173,930       (581,331 ) 

Inventories

      457,906       (4,676,485 ) 

Advances and prepayments

      (43,949 )      (393,340 ) 

Increase/(decrease) in

     

Trade accounts payable

      (99,682 )      4,288,624  

Balances with related parties

      —         (745,505 ) 

Accrued liabilities

      55,250       606,679  

Deferred income

      459,188       (291,822 ) 
  

 

 

    

 

 

  

Net cash provided by operating activities

      3,307,319       1,270,841  
  

 

 

    

 

 

  

Cash flows from investing activities:

     

Acquisition and improvement of vessels

      (142,600 )      (79,022,533 ) 
  

 

 

    

 

 

  

Net cash used in investing activities

      (142,600 )      (79,022,533 ) 
  

 

 

    

 

 

  

Cash flows from financing activities:

     

Net transfers to former Parent Company

      (6,333,468 )      —    

Proceeds from underwritten offerings

      —         167,572,515  

Stock issuance costs

      —         (10,767,944 ) 

Dividends paid on preferred shares

      —         (870,492 ) 

Loan repayments

      —         (2,402,000 ) 
  

 

 

    

 

 

  

Net cash (used in)/provided by financing activities

      (6,333,468 )      153,532,079  
  

 

 

    

 

 

  

Net (decrease)/increase in cash, cash equivalents and restricted cash

      (3,168,749 )      75,780,387  

Cash, cash equivalents and restricted cash at the beginning of the year

      7,616,555       6,341,059  
  

 

 

    

 

 

  

Cash, cash equivalents and restricted cash at the end of the period

      4,447,806       82,121,446  
  

 

 

    

 

 

  

Supplemental cash flow information:

     

Interest paid

      —         305,349  

Non cash investing activity – Vessel improvements included in liabilities

      —         51,580  

Reconciliation of cash, cash equivalents and restricted cash

     

Cash and cash equivalents

      3,282,775       79,135,753  

Restricted cash—Current assets

      1,165,031       485,693  

Restricted cash—Non current assets

      —         2,500,000  
  

 

 

    

 

 

  

Total cash, cash equivalents and restricted cash shown in the statements of cash flows

      4,447,806       82,121,446  
  

 

 

    

 

 

  

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

 

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Table of Contents

Imperial Petroleum Inc. Predecessor

Notes to the unaudited interim CONSOLIDATED financial statements

(Expressed in United States dollars)

 

1.

General Information and Basis of Presentation

Imperial Petroleum Inc. (“Imperial”) was formed by StealthGas Inc (the “former Parent Company”) on May 14, 2021 under the laws of the Republic of the Marshall Islands. Initial share capital of Imperial consisted of 500 common shares. StealthGas Inc. separated its crude and product tankers by transferring to Imperial its interest in Clean Power Inc., MR Roi Inc., King of Hearts Inc. and Tankpunk Inc. (the “Subsidiaries”), each owning one tanker. The transfer was completed on November 10, 2021 in exchange for 4,774,772 newly issued common shares and 795,878 Series A 8.75% Preferred Shares (the “Series A Preferred Shares”) in Imperial. On December 3, 2021, StealthGas Inc. distributed the 4,775,272 common shares and 795,878 8.75% Series A Preferred Shares (with a liquidation preference of $25.00 per share) in Imperial to holders of StealthGas Inc.’s common stock on a pro rata basis (the “Spin-Off”).

The accompanying unaudited interim consolidated financial statements include the accounts of Imperial and its wholly owned subsidiaries (collectively, the “Company”). For the six-month period ended June 30, 2021, the accompanying financial statements reflect the financial position and results of the carve-out operations of the Subsidiaries that were contributed to Imperial.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These unaudited interim consolidated financial statements have been prepared on the same basis and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021 included in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 29, 2022 (the “2021 Consolidated Financial Statements”) and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the six months ended June 30, 2022 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2022.

The consolidated balance sheet as of December 31, 2021 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

At June 30, 2022, the Company’s fleet was comprised of 8 tankers consisting of 5 medium range (M.R.) type product tankers, two Suezmax and one Aframax crude oil tankers providing worldwide marine transportation services under long, medium or short-term charters.

The Company’s vessels are managed by Stealth Maritime Corporation S.A. (the “Manager”), a company controlled by members of the family of the Company’s Chief Executive Officer. The Manager, a related party, was incorporated in Liberia and registered in Greece on May 17, 1999 under the provisions of law 89/1967, 378/1968 and article 25 of law 27/75 as amended by article 4 of law 2234/94. (See Note 3).

 

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Table of Contents

At June 30, 2022, the 8 subsidiaries included in the Company’s unaudited interim consolidated financial statements were:

 

Company    Date of
Incorporation		      Name of Vessel
Owned by
Subsidiary		      Dead Weight
Tonnage
(“dwt”)		      Acquisition
Date		  

Clean Power Inc.

      5/2/2007        Magic Wand        47,000        9/1/2008  

MR Roi Inc.

      5/2/2007        Clean Thrasher        47,000        27/2/2008  

King of Hearts Inc.

      17/3/2008        Falcon Maryam        46,000        14/7/2009  

Tankpunk Inc.

      6/1/2008        Stealth Berana        115,804        26/7/2010  

Nirvana Product Trading Inc.

      25/2/2022        Clean Nirvana        50,000        28/3/2022  

Volume Jet Trading Inc.

      25/2/2022        Clean Justice        47,000        31/5/2022  

Intercontinental Crude and Product Enterprises Inc.

      18/5/2022        Suez Enchanted        160,000        3/6/2022  

Petroleum Trading and Shipping Inc.

      21/4/2022        Suez Protopia        160,000        3/6/2022  

Conflict in Ukraine:

As a result of the recent conflict in Ukraine, the EU, U.S. and other countries have imposed sanctions in response to Russian action. Although to date there has not been any significant effect on the Company’s operating activities, the extent to which this conflict and the imposed sanctions will impact the Company’s future results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted. Accordingly, an estimate of the impact cannot be made at this time.

 

2.

Significant Accounting Policies

A discussion of the Company’s significant accounting policies can be found in the 2021 Consolidated Financial Statements. During the six-month period ended June 30, 2022, the Company adopted the following accounting policies:

Offering costs

Expenses directly attributable to an equity offering are deferred and set off against the proceeds of the offering within paid-in capital, unless the offering is aborted, in which case they are written-off and charged to earnings.

Distinguishing Liabilities from Equity

The Company follows the provisions of ASC 480 “Distinguishing liabilities from equity” to determine the classification of certain freestanding financial instruments as either liabilities or equity. The Company in its assessment for the accounting of the warrants issued during the six-month period ended June 30, 2022 (Note 7) has taken into consideration ASC 480 “Distinguishing liabilities from equity” and determined that the warrants should be classified as equity instead of liability. Upon exercise of the warrants, the holder is entitled to receive common shares. ASC 480 requires that a warrant which contains an obligation that may require the issuer to redeem the shares in cash, be classified as a liability and accounted for at fair value. No warrants are classified as liabilities.

 

F-8

Table of Contents
3.

Transactions with Related Parties

The Manager provides the vessels with a wide range of shipping services such as chartering, technical support and maintenance, insurance, consulting, financial and accounting services, for a fixed daily fee of $440 per vessel operating under a voyage or time charter or $125 per vessel operating under a bareboat charter (the “Management fees”) and a brokerage commission of 1.25% on freight, hire and demurrage per vessel (the “Brokerage commissions”), as per the management agreement between the Manager and the Company. In addition, the Manager arranges for supervision onboard the vessels, when required, by superintendent engineers and when such visits exceed a period of five days in a twelve month period, an amount of $500 is charged for each additional day (the “Superintendent fees”).

The Manager also provides crew management services to the vessels Magic Wand, Clean Thrasher, Clean Justice, Suez Protopia and Suez Enchanted. These services have been subcontracted by the Manager to an affiliated ship-management company, Hellenic Manning Overseas Inc. (ex. Navis Maritime Services Inc.). The Company pays to the Manager a fixed monthly fee of $2,500 per vessel for crew management services (the “Crew management fees”).

The Manager also acts as a sales and purchase broker for the Company in exchange for a commission fee equal to 1% of the gross sale or purchase price of vessels or companies. The commission fees relating to vessels purchased (“Commissions – vessels purchased”) are capitalized to the cost of the vessels as incurred.

In addition to management services, the Company reimburses the Manager for the compensation of its executive officers for a total amount of $250,149 for the first 12 months following the Spin-Off (the “Executive compensation”).

In addition, for periods up to the Spin-Off, an allocation of general and administrative expenses incurred by StealthGas Inc. has been included in General and administrative expenses of the Company based on the number of calendar days the Company’s vessels operated under StealthGas Inc.’s fleet compared to the number of calendar days of the total StealthGas Inc. fleet. These expenses consisted mainly of executive compensation, office rent, investor relations and consultancy fees (the “General and administrative expenses – Former Parent”).

The related party balance with StealthGas Inc., mainly relating to collections received net of payments made on behalf of the Company, was a receivable $375,801 at June 30, 2022 (2021: $355,023). The current account balance with the Manager at June 30, 2022 was a liability of $394,328 (2021: $1,119,055). The liability mainly represents payments made by the Manager on behalf of the Company.

The amounts charged by the Company’s related parties comprised the following:

 

          For the six-month
periods ended June 30,		  
    

Location in statement of operations

    2021      2022  

Management fees

    Management fees – related party      261,545        341,625  

Brokerage commissions

    Voyage expenses – related party      116,665        203,462  

Superintendent fees

    Vessels’ operating expenses – related party      12,000        —    

Crew management fees

    Vessels’ operating expenses – related party      30,000        37,500  

Executive compensation

    General and administrative expenses      —          105,200  

General and administrative expenses-Former Parent

    General and administrative expenses      176,162        —    

Commissions – vessels purchased

    Vessels, net      —          778,000  

 

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Table of Contents

On March 4, 2022, the Company entered into memoranda of agreement with companies affiliated with members of the family of the Company’s Chief Executive Officer for the acquisition of the vessels “Clean Nirvana” and “Clean Justice” for a total consideration of $31 million (Note 4). The vessels were delivered to the Company on March 28, 2022 and May 31, 2022, respectively.

On July 7, 2022, the Company entered into memoranda of agreement with companies affiliated with members of the family of the Company’s Chief Executive Officer for the acquisition of the vessels “Eco Angelbay” and “Eco Bushfire” for a total consideration of $39,000,000. The vessels are expected to be delivered to the Company in September 2022.

 

4.

Vessels, net

An analysis of vessels, net is as follows:

 

     Vessel Cost      Accumulated
depreciation		      Net book value  

Balance as at January 1, 2022

    $ 231,714,888      $ (111,751,904 )     $ 119,962,984  
  

 

 

     

 

 

     

 

 

  

Acquisitions and improvements

      79,074,113        —          79,074,113  
  

 

 

     

 

 

     

 

 

  

Depreciation for the year

      —          (4,902,831 )       (4,902,831 ) 
  

 

 

     

 

 

     

 

 

  

Balance as at June 30, 2022

    $ 310,789,001      $ (116,654,735 )     $ 194,134,266  
  

 

 

     

 

 

     

 

 

  

The additions during the six-month period ended June 30, 2022 mainly relate to the acquisition of vessels “Clean Nirvana” (Note 3), “Clean Justice” (Note 3), “Suez Enchanted” and “Suez Protopia”.

As of December 31, 2021 and June 30, 2022, the Company performed an impairment review of its vessels, due to the prevailing conditions in the shipping industry. As undiscounted net operating cash flows exceeded each vessel’s carrying value, no impairment was recorded.

Vessels “Magic Wand”, “Clean Thrasher”, “Falcon Maryam” and “Stealth Berana” having a net book value amounting $115,625,653 as of June 30, 2022 have been provided as collateral to the Company’s bank loan (Note 5).

 

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Table of Contents

5. Long-term Debt

Long-term debt consists of the following:

 

     As of December 31,
2021		      As of June 30,
2022		      Margin  

Term loan

         

Issued in November 2021 maturing in November 2026

    $ 28,000,000      $ 25,598,000        1.95 % 

Total long-term debt

      28,000,000        25,598,000     
  

 

 

     

 

 

     

Less: Deferred finance charges

      163,413        133,943     
  

 

 

     

 

 

     

Total long-term debt, net

      27,836,587        25,464,057     
  

 

 

     

 

 

     

Less: Current portion of long-term debt

      4,804,000        4,804,000     
  

 

 

     

 

 

     

Add: Current portion of deferred loan and financing arrangements issuance costs

      56,384        50,202     
  

 

 

     

 

 

     

Long-term debt, net

    $ 23,088,971      $ 20,710,259     
  

 

 

     

 

 

     

Details of the Company’s term loan are discussed in Note 5 of the 2021 Consolidated Financial Statements.

During the six-month period ended June 30, 2022 the Company repaid the amount of $2,402,000 in line with the amortization schedule of its term loan.

As of June 30, 2022 and December 31, 2021, the Company was in compliance with all financial debt covenants.

As of June 30, 2022, there were no undrawn amounts under the Company’s term loan.

For the six-month periods ended June 30, 2021 and 2022 interest expense amounted to nil and $362,365, respectively, and the weighted average interest rate of the Company’s term loan was nil and 1.45%, respectively.

 

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Table of Contents
6.

Fair Value of Financial Instruments and Concentration of Credit Risk

Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents, restricted cash, trade and other receivables, trade accounts payable, balances with related parties and accrued liabilities. The Company limits its credit risk with respect to accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and generally does not require collateral for its trade accounts receivable. The Company places its cash and cash equivalents, time deposits with high credit quality financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions.

Fair Value Disclosures: The Company has categorized assets and liabilities recorded at fair value based upon the fair value hierarchy specified by the guidance. The levels of fair value hierarchy are as follows:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The carrying values of cash and cash equivalents, restricted cash, trade and other receivables, trade accounts payable, balances with related parties and accrued liabilities are reasonable estimates of their fair value due to the short term nature of these financial instruments. Cash and cash equivalents are considered Level 1 items as they represent liquid assets with short-term maturities. The fair value of long term bank loans is estimated based on current rates offered to the Company for similar debt of the same remaining maturities. Their carrying value approximates their fair market value due to their variable interest rate, being LIBOR. LIBOR rates are observable at commonly quoted intervals for the full terms of the loans and hence floating rate loans are considered Level 2 items in accordance with the fair value hierarchy.

 

F-12

Table of Contents
7.

Stockholders’ Equity

Details of the Company’s common stock and preferred stock are discussed in Note 8 of the 2021 Consolidated Financial Statements and are supplemented by the below new activities in the six-month period ended June 30, 2022.

Common Shares:

 

  i)

NASDAQ Notification

On June 17, 2022, the Company received a written notification from the NASDAQ Stock Market, indicating that because the closing bid price of the Company’s common stock for 30 consecutive business days, from May 5, 2022 to June 16, 2022, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the applicable grace period to regain compliance was 180 days, or until December 14, 2022. The Company can cure this deficiency if the closing bid price of its common stock is $1.00 per share or higher for at least ten consecutive business days during the grace period. During this time, the Company’s common stock continues to be listed and trade on the Nasdaq Capital Market.

 

  ii)

Equity Offerings

During the six-month period ended June 30, 2022, the Company raised $167,572,515 in gross proceeds, or $156,804,571 in net proceeds, from underwritten public offerings and from the partial exercises of warrants issued in the underwritten public offerings (details are provided below).

In the first quarter of 2022, the Company completed an underwritten public offering for 11,040,000 of its common stock and 11,040,000 Class A Warrants, each exercisable for one share of common stock at a price per share of $1.25, including full exercise of the underwriter’s overallotment option. The Company also issued the underwriters of the offering 552,000 warrants (the “February 2022 Representative Purchase Warrants”), each exercisable for one share of common stock at a price per share of $1.375. The offering resulted in gross proceeds to the Company of $13,800,000. As of June 30, 2022, an aggregate of 10,997,000 Class A Warrants had been exercised for 10,997,000 shares of the Company’s common stock, resulting in gross proceeds to the Company of $13,746,250.

In March 2022, the Company completed an underwritten public offering, including the full exercise of the underwriter’s overallotment option, of 43,124,950 units for $1.60 per unit, each unit consisting of (i) one share of common stock of the Company (or pre-funded warrants, all of which were subsequently exercised for common stock, in the case of 3,900,000 units) and (ii) one Class B Warrant to purchase one share of common stock at an exercise price of $1.60 per share. The Company also issued 1,724,998 warrants to the representative of the underwriters (the “March 2022 Representative Purchase Warrants”) to purchase up to an aggregate of 1,724,998 share of common stock at an exercise price of $2.00 per share. The offering resulted in gross proceeds to the Company of $68,999,920. In June 2022, several existing holders of Class B Warrants exercised 31,150,000 outstanding Class B Warrants to purchase an aggregate of 31,150,000 shares of common stock for cash, at an exercise price reduced by the Company from $1.60 per share to $0.70 per share, resulting in gross proceeds to the Company of $21,805,000. The exercising holders also received an aggregate of 31,150,000 Class D Warrants to purchase up to an aggregate of 31,150,000 shares of common stock in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. As of June 30, 2022, an aggregate of 31,322,950 Class B Warrants had been exercised for 31,322,950 shares of the Company’s common stock, resulting in gross proceeds to the Company of $22,081,720.

 

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Table of Contents

In May 2022, the Company completed an underwritten public offering, including the full exercise of the underwriter’s overallotment option, of 83,636,362 units for $0.55 per unit, each unit consisting of (i) one share of common stock of the Company and (ii) one Class C Warrant to purchase one share of common stock at an exercise price of $0.55 per share. The Company also issued 2,090,909 warrants to the representative of the underwriters (the “May 2022 Representative Purchase Warrants”) to purchase up to an aggregate of 2,090,909 share of common stock at an exercise price of $0.6875 per share. The offering resulted in gross proceeds to the Company of $45,999,999. As of June 30, 2022, an aggregate of 5,357,500 Class C Warrants had been exercised for 5,357,500 shares of the Company’s common stock, resulting in proceeds to the Company of $2,946,625.

As of June 30, 2022, the number of common shares that can potentially be issued under outstanding warrants are:

 

Warrant

    Shares to be issued upon
exercise of remaining
warrants		  

Class A

      43,000  

Class B

      11,802,000  

Class C

      78,278,862  

Class D

      31,150,000  
  

 

 

  

Total

      121,273,862  
  

 

 

  

An aggregate of 4,367,907 additional common shares are potentially issuable upon exercise of the February 2022, March 2022 and May 2022 Representative Purchase Warrants.

Preferred Shares:

Aggregate dividends of $0.9 million were paid on the Company’s 795,878 Series A Preferred Shares during the six months ended June 30, 2022.

 

8.

Loss per share

The Company calculates basic and diluted loss per share as follows:

 

     For the six-month periods
ended June 30,		  
     2021      2022  

Numerator

      

Net (loss)/income

      (1,228,724 )       304,101  

Less: Cumulative dividends on Series A Preferred Shares

      —          (870,492 ) 
  

 

 

     

 

 

  

Net loss attributable to common shareholders, basic and diluted

      (1,228,724 )       (566,391 ) 
  

 

 

     

 

 

  

Denominator

      
  

 

 

     

 

 

  

Weighted average number of shares outstanding, basic and diluted

      4,775,272        65,391,339  
  

 

 

     

 

 

  

Loss per share, basic and diluted

      (0.26 )       (0.01 ) 
  

 

 

     

 

 

  

 

F-14

Table of Contents

For the six-month period ended June 30, 2022, securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS, because to do so would have anti-dilutive effect, are any incremental shares of unexercised warrants (Note 7), calculated with the treasury stock method. There were no dilutive shares for the six-month period ended June 30, 2021. The reported loss per common share calculations for the six-month period ended June 30, 2021 give retroactive effect to the issuance of the common shares in connection with the Spin-Off (Note 1) as of January 1, 2021.

 

F-15

Table of Contents
9.

Revenues

The amounts in the accompanying consolidated statements of operations are analyzed as follows:

 

     For the six-month periods
ended June 30,		  
     2021      2022  

Time charter revenues

      5,516,211        8,937,026  

Bareboat revenues

      1,299,313        1,388,990  

Voyage charter revenues

      2,397,404        5,950,928  

Other income

      13,949        187,705  
  

 

 

     

 

 

  

Total

      9,226,877        16,464,649  
  

 

 

     

 

 

  

The amount of revenue earned as demurrage relating to the Company’s voyage charters for the six-month periods ended June 30, 2021 and 2022 was $0.7 million and $0.4 million, respectively and is included within “Voyage charter revenues” in the above table.

As of December 31, 2021 and June 30, 2022, receivables from the Company’s voyage charters amounted to $0.5 million and $2.8 million, respectively.

As of December 31, 2021 and June 30, 2022, the Company recognized nil and $581,331, respectively, of contract fulfillment costs which mainly represent bunker expenses incurred prior to commencement of loading relating to the Company’s voyage charters. These costs are recorded in “Other current assets” in the unaudited condensed combined balance sheets.

As of December 31, 2021 and June 30, 2022, revenues relating to undelivered performance obligations of the Company’s voyage charters amounted to nil and $3,609,278, respectively. The Company recognized the undelivered performance obligation as of June 30, 2022 as revenues in the third quarter of 2022.

 

10.

Commitments and Contingencies

 

  •  

From time to time the Company expects to be subject to legal proceedings and claims in the ordinary course of its business, principally relating to personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. Currently, the Company is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying unaudited consolidated financial statements.

 

  •  

Future minimum contractual charter revenues, gross of commissions, based on vessels committed to non-cancellable, time and bareboat charter contracts as of June 30, 2022, amount to $6,568,300 during the twelve months ending June 30, 2023 and nil during the twelve months ending June 30, 2024.

 

F-16

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