Top Ships Inc. Enters Into Warrant Exercise Transaction for $4.8 Million in Gross Proceeds
October 10 2022 - 1:57PM
TOP Ships Inc. (Nasdaq: TOPS) (the “Company”) announced today that
it has entered into an agreement with an accredited investor that
is an existing holder of warrants to purchase an aggregate of
715,150 of the Company’s common shares for cash (the “Existing
Warrants”), wherein the investor agreed to exercise all of the
Existing Warrants at an exercise price reduced from $10.00 per
share to $6.75 per share. The Existing Warrants were previously
issued in a registered direct offering which closed in June 2022.
The net proceeds of the exercise of the Existing Warrants to the
Company, after deducting estimated expenses and fees, are expected
to be approximately $4.5 million.
Maxim Group LLC acted as warrant inducement agent and financial
advisor in connection with the transaction.
The Existing Warrants and the common shares issuable upon
exercise thereof were registered pursuant to the Company’s
registration statement on Form F-1 (File No. 333-266002)
previously filed with and subsequently declared effective by the
Securities and Exchange Commission (“SEC”) on July 14, 2022.
In consideration for the immediate exercise of the Existing
Warrants for cash, the exercising holders will receive new warrants
to purchase up to an aggregate of 1,072,725 common shares (the “New
Warrants”) in a private placement pursuant to Section 4(a)(2) of
the Securities Act of 1933, as amended (the “Securities Act”). The
New Warrants are immediately exercisable upon issuance at an
exercise price of $6.75 per common share and will expire on June 7,
2027.
The New Warrants described above were offered in a private
placement pursuant to an applicable exemption from the registration
requirements of the Securities Act and, along with the common
shares issuable upon their exercise, have not been registered under
the Securities Act, and may not be offered or sold in the United
States absent registration with the SEC or an applicable exemption
from such registration requirements. The securities were offered
only to accredited investors. The Company has agreed to file a
registration statement with the SEC covering the resale of common
shares issuable upon exercise of the New Warrants.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction.
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.
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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