INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Series B Preferred Stock
On October 21,
2022, we entered into a stock purchase agreement and issued 16,000 shares of our newly-designated Series B Preferred Stock, par value $0.01 per share, to our Chairman and Chief Executive Officer, Harry Vafias, in return for cash
consideration of $200,000.
The issuance of the Series B Preferred Stock was approved by an independent committee of the Board of Directors of the
Company, which received a fairness opinion from an independent financial advisor that the transaction was fair from a financial point of view to the Company.
The following description of the Series B Preferred Stock is a summary and does not purport to be complete and is qualified by reference to the Statement of
Designation attached hereto as Exhibit 99.1.
Voting. To the fullest extent permitted by law, each Series B preferred
share entitles the holder hereof to 25,000 votes per share on all matters submitted to a vote of the shareholders of the Company, provided however, that no holder of Series B preferred shares may exercise voting rights
pursuant to Series B preferred shares that would result in the aggregate voting power of any beneficial owner of such shares and its affiliates (whether pursuant to ownership of Series B preferred shares, common shares or otherwise) to exceed 49.99%
of the total number of votes eligible to be cast on any matter submitted to a vote of shareholders of the Company. To the fullest extent permitted by law, the holder of Series B preferred shares shall have no special voting or consent rights and
shall vote together as one class with the holders of the common shares on all matters put before the shareholders.
Conversion. The Series B preferred shares are not convertible into common shares or any other security.
Redemption. The Series B preferred shares are not redeemable.
Dividends. The Series B preferred shares have no dividend rights.
Transferability. All issued and outstanding Series B preferred shares must be held of record by one holder, and the Series B preferred
shares shall not be transferred or sold without the prior approval of our board of directors.
Liquidation
Preference. Upon any liquidation, dissolution or winding up of the Company, the Series B preferred shares will rank pari-passu with the common shareholders and shall be entitled to receive a payment equal to the par value
of $0.01 per share. The Series B preferred stockholder has no other rights to distributions upon any liquidation, dissolution or winding up of the Company.
Safe Harbor Statement
This report on Form 6-K contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events.
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 and underlying assumptions and other statements, which are other than statements of historical facts. The forward-looking statements in this release 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 IMPERIAL PETROLEUM INC. believes 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, IMPERIAL PETROLEUM INC. cannot assure you that it will achieve or accomplish these