C3is Inc. Announces Closing of $9 Million Public Offering

Rhea-AI Summary

C3is (NASDAQ: CISS) announced it closed a public offering on December 12, 2025, raising approximately $9.0 million in gross proceeds through the sale of 7,500,000 units. Each unit included either one common share or one pre-funded warrant, one Class D warrant exercisable at $1.20, and one Class E warrant exercisable at $0.00001. The Class D warrants expire 60 months after issuance and warrant terms include scheduled exercise-price adjustments described in the Form F-1.

The company said net proceeds, together with existing cash, will be used for capital expenditures including vessel acquisitions, working capital and general corporate purposes. Aegis Capital acted as exclusive placement agent; the Form F-1 was declared effective by the SEC on December 10, 2025.

Positive

• Gross proceeds of approximately $9.0 million
• Issued 7,500,000 units to raise capital
• Net proceeds allocated to vessel acquisitions and capex

Negative

• Issued warrants exercisable immediately, introducing potential near-term dilution
• Class E warrants exercisable at $0.00001, enabling large share issuance upon exercise

Key Figures

Gross proceeds $9 million Public offering on Dec 12, 2025

Units offered 7,500,000 units Public offering size

Unit price (share) $1.20 per unit Unit with one common share

Unit price (pre-funded) $1.19999 per unit Unit with one pre-funded warrant

Class D exercise price $1.20 per share Initial exercise price per Class D Warrant

Class E exercise price $0.00001 per share Exercise price per Class E Warrant

Form F-1 number 333-290011 Registration statement for this offering

Class D term 60 months Expiration after initial issuance date

Market Reality Check

$0.3300 Last Close

Volume Volume 11,130,977 is about 18.04x the 20-day average of 617,011, indicating intense trading around the offering. high

Technical Price at $0.33 is far below the 200-day MA of $3.09, reflecting a deeply pressured trend before this closing.

Peers on Argus 1 Down

CISS fell about -80.7% with extreme volume, while only one peer (ICON) appeared on momentum scanners, down about -5.4%. Other marine peers were mixed, suggesting a CISS-specific reaction to its financing.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 11	Public offering pricing	Negative	-80.7%	Priced $9M public unit offering with attached warrants at $1.20.
Nov 18	Earnings results	Neutral	+0.0%	Reported Q3 2025 financials with voyage revenues and positive net income.
Nov 13	Earnings date announcement	Neutral	-9.2%	Announced timing and webcast details for upcoming Q3 2025 results.
Oct 09	Offering closing	Negative	-5.0%	Closed $2M registered direct offering of 800,000 shares at $2.50.
Oct 08	Offering pricing	Negative	-36.6%	Priced $2M registered direct offering ahead of October 9 closing.

Pattern Detected

Recent financings have repeatedly coincided with sharp declines: the Oct 8 pricing saw a -36.61% move and the Dec 11 $9M pricing a -80.7% drop, indicating a pattern of heavy selling on equity offerings.

Recent Company History

Over the last few months, C3is has relied heavily on equity raises. October’s $2.0M registered direct offering, priced at $2.50, was followed by another, much larger $9.0M unit offering priced at $1.20 per unit. Both were associated with sizeable negative price reactions. Earnings for Q3 2025 showed positive net income and prior capex, but those updates had far less impact than the repeated dilutive financings leading into today’s closing.

Market Pulse Summary

The stock is dropping -19.5% following this news. A negative reaction despite the added capital fits the recent pattern: prior offerings on Oct 8 and saw moves of -36.61% and -80.7%. The closing of another $9M unit deal with multiple low-priced warrants adds to dilution concerns, and history shows that similar structures have coincided with sharp selling pressure around CISS news events.

Key Terms

pre-funded warrant financial

"one (1) share of common stock (“Common Share”) or one (1) pre-funded warrant"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

class d warrant financial

"one (1) Class D Warrant to purchase one (1) Common Share per warrant"

A Class D warrant is a specific series of share-purchase warrants — a written right to buy a company’s stock at a preset price before a set expiration date. Think of it like a coupon that lets its holder buy shares later at a fixed price; if the stock rises above that price the warrant gains value, but exercising it creates new shares and can dilute existing ownership. Investors watch these for potential upside, timing, and dilution risk.

class e warrant financial

"one (1) Class E Warrant to purchase such number of Common Shares"

A Class E warrant is a written option issued by a company that gives its holder the right, but not the obligation, to buy a specific number of the company’s shares at a fixed price before a set expiration date; the “Class E” label simply distinguishes its terms from other series of warrants the company might issue. For investors it matters because exercising warrants can create new shares and dilute existing ownership while offering a leveraged way to profit if the stock rises; think of it like a coupon that lets you buy stock at a preset price later, which can increase or decrease the value of current holdings depending on whether exercise is likely.

registration statement on form f-1 regulatory

"as described in more detail in the registration statement on Form F-1"

A registration statement on Form F-1 is a legal document companies file with regulators to offer their shares to investors in a foreign country or market. It provides essential information about the company's business, finances, and risks, helping investors make informed decisions about whether to buy its stock. This process ensures transparency and protects investors by making company details publicly available before trading begins.

prospectus regulatory

"The offering was made only by means of a prospectus."

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

public offering financial

"announced the closing of a public offering made on a reasonable best efforts basis"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

AI-generated analysis. Not financial advice.

ATHENS, Greece, Dec. 12, 2025 (GLOBE NEWSWIRE) -- C3is Inc. (NASDAQ: CISS) (the “Company”), a ship-owning company providing dry bulk and tanker seaborne transportation services, today announced the closing of a public offering made on a reasonable best efforts basis with gross proceeds to the Company of approximately $9 million, before deducting placement agent fees and other offering expenses payable by the Company.

The offering consisted of 7,500,000 units, each consisting of (i) one (1) share of common stock (“Common Share”) or one (1) pre-funded warrant (“Pre-Funded Warrant”) in lieu of one Common Share, (ii) one (1) Class D Warrant to purchase one (1) Common Share per warrant at an initial exercise price of $1.20 and (iii) one (1) Class E Warrant to purchase such number of Common Shares as set forth in the Class E Warrant at an exercise price of $0.00001. The public offering price was $1.20 per unit containing one Common Share, and $1.19999 per unit containing one Pre-Funded Warrant, which is equal to the public offering price per Unit containing one Common Share sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of units containing one Common Share in the offering was decreased on a one-for-one basis. The initial exercise price of each Class D Common Warrant is $1.20 per Common Share. The Class D Warrants are exercisable immediately and expire 60 months after the initial issuance date. The exercise price and number of Common Shares issuable under the Class D Warrant are subject to an initial adjustment ten (10) trading days after the closing date, with additional adjustments to the exercise price and floor price every six months thereafter as described in more detail in the registration statement on Form F-1 filed in connection with the offering. The exercise price of each Class E Warrant is $0.00001 per Common Share. The Class E Warrants are exercisable immediately and may be exercised at any time until exercised in full. The number of Common Shares issuable under the Class E Warrant is subject to adjustment ten (10) trading days after the closing date as described in more detail in the registration statement on Form F-1 filed in connection with the offering.

Aggregate gross proceeds to the Company were approximately $9 million. The transaction closed on December 12, 2025. The Company intends to use the net proceeds from the offering, together with its existing cash, for capital expenditures, including acquisitions of additional vessels which we have not yet identified, working capital and for other general corporate purposes, or a combination thereof.

Aegis Capital Corp. is acting as the exclusive placement agent for the offering. Goodwin Procter LLP is acting as U.S. counsel to the Company. Kaufman & Canoles, P.C. is acting as U.S. counsel to Aegis Capital Corp.

A registration statement on Form F-1 (No. 333-290011) was previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on December 10, 2025. The offering was made only by means of a prospectus. A final prospectus describing the terms of the offering has been filed with the SEC and is available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus may be obtained by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, 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 C3is Inc.

C3is Inc. is a ship-owning company providing dry bulk and crude oil seaborne transportation services. The Company owns four vessels, three handysize drybulk carriers with a total capacity of 97,664 deadweight tons (dwt) and an Aframax oil tanker with a cargo carrying capacity of approximately 115,800 dwt, resulting with a fleet total capacity of 213,464 dwt. C3is Inc.’s shares of Common Stock are listed on the Nasdaq Capital Market and trade under the symbol “CISS.”

Forward-Looking Statements

The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the intended use of proceeds, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Nina Pyndiah
Chief Financial Officer
C3is INC.
00-30-210-6250-001
E-mail: info@c3is.pro

FAQ

What did C3is (CISS) announce on December 12, 2025?

C3is closed a public offering that raised approximately $9.0 million by selling 7,500,000 units.

How are the C3is units structured in the December 2025 offering?

Each unit contained either one common share or one pre-funded warrant, one Class D warrant at $1.20, and one Class E warrant at $0.00001.

When do the C3is Class D and Class E warrants become exercisable and expire?

Both warrant classes are exercisable immediately; Class D warrants expire 60 months after issuance and Class E warrants may be exercised until fully exercised.

What will C3is (CISS) use the offering proceeds for?

The company intends to use net proceeds, together with cash on hand, for capital expenditures including vessel acquisitions, working capital and general corporate purposes.

Who acted as placement agent and when was the registration declared effective for C3is offering?

Aegis Capital acted as exclusive placement agent and the Form F-1 was declared effective by the SEC on December 10, 2025.