AMENDMENT NO. 1 TO
STATEMENT ON SCHEDULE 13D
This Amendment
No. 1 (this Amendment No. 1) to Schedule 13D (originally filed on July 28, 2023), relates to the common stock, par value $0.01 per share (Common Stock), of C3is Inc., a Marshall Islands corporation (the
Issuer), and is being filed by Imperial Petroleum Inc., a Marshall Islands corporation (Imperial Petroleum or the Reporting Person).
Information given in response to each item below shall be deemed incorporated by reference in all other items below. Unless indicated otherwise, all items
left blank remain unchanged, and any items which are amended below are deemed to amend and update the existing items in the Schedule 13D.
Item 3. |
Source and Amount of Funds or Other Consideration |
Item 3 of the Statement is hereby amended by adding the following paragraphs to the end of Item 3:
This Amendment No. 1 updates the number of shares of Common Stock beneficially owned by Imperial Petroleum as a result of changes in the conversion price
of the 5.0% Series A Cumulative Convertible Perpetual Preferred Stock, par value $0.01 per share (the Series A Convertible Preferred Stock), of the Issuer. The conversion price is adjusted to the lowest price of issuance of Common Stock
by the Issuer in any registered offering of Common Stock after the original issuance of Series A Convertible Preferred Stock on June 21, 2023, and, accordingly, has been adjusted to $0.25 the offering price to the investors of the units,
comprised of one share of Common Stock, half of a Class B-1 Warrant and one Class B-2 Warrant to purchase one share of Common Stock, in the Issuers
registered public offering consummated on January 23, 2024 (the January 2024 Offering).
This Amendment No. 1 also updates the
percentage of shares of Common Stock beneficially owned by Imperial Petroleum, including to reflect the issuance of Common Stock by the Issuer in the January 2024 Offering, and upon exercise of pre-funded
warrants issued in such offering.
Harry N. Vafias, the Chairman, Chief Executive Officer and President of Imperial Petroleum, is the Non-Executive Chairman of the Issuer and is the beneficial owner of 871,889 shares of Common Stock as of the date hereof, including 74 shares acquired on December 5, 2023, upon the transfer by
Mr. Vafias mother of all of the outstanding equity interests in Arethusa Properties Ltd., which owns 74 shares of Common Stock, to Mr. Vafias without consideration. John Kostoyannis and George Xiradakis, each a director of Imperial
Petroleum, are each a director of the Issuer and own 12 and nil shares of Common Stock, respectively, as of the date hereof.
Item 4. |
Purpose of Transaction. |
The Reporting Person invested in the securities described in this Schedule 13D in connection with
the Spin-Off Distribution, and intends to review its investment in the Issuer on a continuing basis. The Reporting Person may from time to time acquire additional securities of the Issuer, or
retain or sell all or a portion of the shares then held by the Reporting Person, in the open market, block trades, underwritten public offerings or privately negotiated transactions. Any actions the Reporting Person might undertake with respect to
its investment in the Issuer may be made at any time and from time to time and will be dependent upon the Reporting Persons review of numerous factors, including, but not limited to: ongoing evaluation of the Issuers business, financial
condition, operations, prospects and strategic alternatives; price levels of the Issuers securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; tax
considerations; liquidity of the Issuers securities; and other factors and future developments.
Mr. Vafias serves as the Non-Executive Chairman of the Issuer and John Kostoyannis and George Xiradakis each serve as directors of the Issuer and therefore these Covered Persons regularly engage in discussions with management
of the Issuer, the board of directors of the Issuer, other shareholders of the Issuer and other relevant parties, which discussions may include matters ranging from the operations and conduct of the Issuers business to