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