Top Ships Agrees $5 Million Private Placement of Senior Convertible Notes and Warrants

Top Ships Inc. entered a securities purchase agreement with a single institutional investor to issue senior convertible notes and warrants, expecting $5.0 million in gross proceeds at the first tranche closing. GlobeNewswire published the announcement on October 28, 2026.

Top Ships' Note Terms and First Tranche

The Top Ships notes carry an aggregate principal amount of $5.6 million.56 and an original issue discount of 10%. The company said it expects to issue the notes and warrants on or about October 28, 2026, subject to customary closing conditions. The notes are unsecured and bear interest at 8.00% per annum if paid in cash and 10.00% per annum if paid in common shares. They mature 12 months after issuance, with a company option to extend to 18 months that increases the principal amount by 5%.

Conversion is priced at the lower of the closing price immediately before issuance or the five-day average closing price before issuance, subject to a $0.50 floor. The holder may also convert at the greater of 85% of the lowest daily volume-weighted average price over the preceding 10 trading days and the $0.50 floor. At the first closing the company expects to issue warrants for 19,841,269 common shares at $0.28 per share, exercisable immediately and expiring five years after issuance. It also expects to issue 992,064 commitment shares, equal to 5% of the notes' face value divided by the applicable share price.

Under the purchase agreement, Top Ships may sell the holder an additional $5.6 million.56 in principal amount of notes and warrants in a second closing, which would bring another $5.0 million in gross proceeds. Maxim Group LLC is acting as sole placement agent. The company agreed to file a registration statement with the SEC to register resale of the commitment shares and the shares underlying the notes, warrants and pre-funded warrants.

Top Ships' Earlier Withdrawn Equity Offering

According to akta.pro company records, Top Ships elected in May 2026 not to proceed with a previously announced $10 million public equity offering registration statement and withdrew it, with no securities sold. The same records list one funding round on file, a December 2022 post-IPO equity raise of $13.5 million, and total funding of $13.5 million.

Deals Preceding the Placement

In July 2026, Top Ships agreed to sell 100% of the shares of a Marshall Islands special purpose vehicle holding a shipbuilding contract for a 47,499 dwt chemical/product oil carrier to related party Rubico Inc. for approximately $6.5 million, payable in full at closing, Stock Titan reported. In September 2026, AInvest reported that Top Ships posted Q1 GAAP EPS of $0.61 and revenue of $25.48 million. In October 2026, Seeking Alpha reported that Top Ships entered a share purchase agreement with a related party to acquire shares of four SPVs holding shipbuilding contracts with Guangzhou Shipyard International for four high specification Ice Class 1A MR tankers.

Second Tranche Conditions

The second closing of $5.6 million.56 in principal amount of notes and warrants is subject to conditions set out in the purchase agreement. The company would receive $5.0 million in gross proceeds at that closing.