TOP Ships Inc. Announces Pricing of $7.2 Million Registered Direct Offering and Concurrent Private Placement
June 03 2022 - 08:30AM
TOP Ships Inc. (the “Company”) (NASDAQ:TOPS), an international
owner and operator of modern, fuel efficient "ECO" tanker vessels,
announced today that it has entered into a securities purchase
agreement with a single institutional investor to purchase
approximately $7.2 million of its common shares (or pre-funded
warrants in lieu thereof) in a registered direct offering and
warrants to purchase common shares in a concurrent private
placement. The combined effective purchase price for one common
share (or pre-funded warrant in lieu thereof) and one warrant to
purchase one common share will be $0.50.
Under the terms of the securities purchase
agreement, TOP Ships has agreed to sell 14,303,000 common shares
(or pre-funded warrants in lieu thereof). In a private placement,
which will be consummated concurrently with the registered
offering, TOP Ships has also agreed to issue warrants to purchase
up to an aggregate of 14,303,000 common shares. The warrants will
be immediately exercisable, will expire five years from the date of
issuance and will have an exercise price of $0.50 per common
share.
Maxim Group LLC is acting as the sole placement
agent in connection with the offering.
The offerings are expected to close on or about
June 7, 2022, subject to the satisfaction of customary closing
conditions.
The common shares (or pre-funded warrants in
lieu thereof) are being offered pursuant to the Company’s shelf
registration statement on Form F-3 (File No. 333-234281), which was
declared effective by the U.S. Securities and Exchange Commission
(the "SEC") on November 4, 2019. The registered offering will be
made only by means of a prospectus supplement that forms a part of
such registration statement. The warrants to be issued in the
concurrent private placement and the shares issuable upon exercise
of such warrants were offered in a private placement under Section
4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and
Regulation D promulgated thereunder and have not been registered
under the Act or applicable state securities laws.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy, nor will there be
any sales of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction. A
prospectus supplement relating to common shares and pre-funded
warrants will be filed by TOP Ships with the SEC. When available,
copies of the prospectus supplement relating to the registered
direct offering, together with the accompanying prospectus, can be
obtained at the SEC's website at www.sec.gov or from Maxim Group
LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate
Department, or via email at syndicate@maximgrp.com or telephone at
(212) 895-3745.
About TOP Ships Inc.
TOP Ships Inc. is an international ship-owning
company. For more information about TOP Ships Inc., visit its
website: www.topships.org.
Cautionary Note Regarding
Forward-Looking Statements
Matters discussed in this press release may
constitute forward-looking statements. The Private Securities
Litigation Reform Act of 1995 provides safe harbor protections for
forward-looking statements in order to encourage companies to
provide prospective information about their business.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements, which are other than
statements of historical facts.
The Company desires to take advantage of the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995 and is including this cautionary statement in
connection with this safe harbor legislation. The words “believe,”
“anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,”
“potential,” “may,” “should,” “expect” “pending” and similar
expressions identify forward-looking statements. The
forward-looking statements in this press release are based upon
various assumptions, many of which are based, in turn, upon further
assumptions, including without limitation, our 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 cannot assure you that we
will achieve or accomplish these expectations, beliefs or
projections.
For further information please
contact:
Alexandros TsirikosChief Financial OfficerTOP Ships Inc.Tel: +30
210 812 8107Email: atsirikos@topships.org
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