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C3is Inc. Announces Pricing of $6.0 Million Underwritten Public Offering

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C3is Inc. (CISS) announces a public offering with expected gross proceeds of $6.0 million, consisting of Common Units and Pre-funded Units. The Company plans to use the net proceeds for capital expenditures, acquisitions, working capital, or general corporate purposes. The offering is expected to close on March 19, 2024, with Aegis Capital Corp. as the sole book-running manager.
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The public offering by C3is Inc. is a significant financial event that warrants a close examination of its implications for both the company and its investors. The capital raise of $6.0 million, although not a large sum for a ship-owning company, indicates a strategic move to bolster the company's balance sheet. The use of proceeds for capital expenditures and potential acquisitions suggests a growth-oriented strategy. However, the pricing of Common Units at $0.05 and Pre-Funded Units at $0.04, with warrants exercisable at a premium, reflects a cost of capital that is relatively expensive, which could dilute existing shareholders.

Moreover, the structure of the offering, including the Pre-Funded Warrants and the over-allotment option granted to Aegis Capital Corp., provides flexibility and indicates a proactive approach to managing potential over-subscriptions. However, the impact on the stock's liquidity and volatility post-offering should be monitored, as the introduction of new securities can lead to increased trading activity. The timing of the closing and the effectiveness of the registration statement are also critical factors that will determine the immediate financial impact on the company.

From a market perspective, the entry of C3is Inc. into potential new seaborne transportation sectors could signal a diversification strategy that may be well-received by the market, contingent on the successful identification and acquisition of new vessels. This strategy could potentially open up new revenue streams and reduce the company's exposure to the volatility inherent in the dry bulk and crude oil tanker markets.

However, the broader market implications of such an offering hinge on the investor perception of the company's growth prospects and the shipping industry's cyclical nature. The terms of the Warrants, particularly the exercise prices and the cashless exercise option, may be seen as an incentive for investors to speculate on the company's future stock price performance, which could introduce a speculative element into the stock's trading behavior.

Lastly, the decision to engage Aegis Capital Corp. as the sole book-running manager and the involvement of Sichenzia Ross Ference Carmel LLP as counsel indicates a reliance on experienced players in the capital markets, which could enhance investor confidence in the procedural aspects of the offering.

ATHENS, Greece, March 15, 2024 (GLOBE NEWSWIRE) -- C3is Inc. (Nasdaq: CISS) (the “Company”), a ship-owning company providing dry bulk and crude oil tanker seaborne transportation services, today announced the pricing of a firm commitment underwritten public offering with gross proceeds to the Company expected to be approximately $6.0 million, before deducting underwriting discounts and other estimated expenses payable by the Company. The offering consists of 120,000,000 Common Units or Pre-funded Units, each consisting of one share of common stock (“Common Share”) or Pre-Funded Warrant, one half of a Class C-1 Warrant to purchase one Common Share at an exercise price of $0.075 per share (or 150% of the price of each Common Unit sold in the offering) or pursuant to an alternative cashless exercise option, which warrant will expire on the five-year anniversary of the original issuance date (the "Class C-1 Warrants") and one Class C-2 Warrant to purchase one Common Share at an exercise price of $0.085 per share (or 170% of the price of each Common Unit sold in the offering) which warrant will expire on the five-year anniversary of the original issuance date (the "Class C-2 Warrants" and together with the Class C-1 Warrants, the "Warrants"). The purchase price of each Common Unit is $0.05 and the purchase price of each Pre-Funded Unit is $0.04 (which is equal to the public offering price per Common Unit minus $0.01). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

The Company intends to use the net proceeds from this offering for capital expenditures, including for payment towards the $38.7 million remaining purchase price for the Aframax tanker we acquired in July 2023, or acquisitions of additional vessels which we have not yet identified, which may include vessels in seaborne transportation sectors other than the drybulk and tanker sectors in which we currently operate, working capital, or for other general corporate purposes, or a combination thereof.

The closing of the offering is expected to occur on March 19, 2024, subject to customary closing conditions.

In addition, the Company has granted Aegis Capital Corp. a 45-day option to purchase up to 15% of the number of Common Shares and/or Pre-Funded Warrants sold in the offering, and/or additional Warrants representing up to 15% of the Warrants sold in the offering solely to cover over-allotments, if any.

Aegis Capital Corp. is acting as the sole book-running manager for the offering. Sichenzia Ross Ference Carmel LLP is serving as counsel to the sole book-running manager, Aegis Capital Corp., for the offering.

A registration statement on Form F-1 (No. 333-276868), previously filed with the U.S. Securities and Exchange Commission (the "SEC") on February 23, 2024, as amended, which was declared effective by the SEC on March 14, 2024. The offering is being made only by means of a prospectus. A final prospectus describing the terms of the offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Electronic copies of the final prospectus may be obtained, when available, 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. Before investing in this offering, interested parties should read in their entirety the prospectus, which provides more information about the Company and such offering.

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 three vessels, two handysize dry bulk carriers with a total capacity of 64,000 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 179,800 dwt. C3is Inc.’s shares of Common Stock are listed on the Nasdaq Capital Market and trade under the symbol “CISS.”

Nina Pyndiah Chief Financial Officer e‐mail: info@c3is.pro

Forward-Looking Statements

Matters discussed in this release may constitute forward-looking statements. Forward-looking statements reflect our current views with respect to future events and financial performance and may include statements concerning the closing of the offering, plans, objectives, goals, strategies, future events or performance, or impact and underlying assumptions and other statements, which are other than statements of historical facts. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although C3IS INC. believes 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, C3IS INC. cannot assure you that it will achieve or accomplish these expectations, beliefs or projections. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include risks discussed in our filings with the SEC and the following: the ability to close the offering and the anticipated use of proceeds from the offering, the strength of world economies and currencies, general market conditions, including changes in charter hire rates and vessel values, charter counterparty performance, changes in demand that may affect attitudes of time charterers to scheduled and unscheduled dry-dockings, shipyard performance, changes in C3IS INC’s operating expenses, including bunker prices, dry-docking and insurance costs, ability to obtain financing and comply with covenants in our financing arrangements, or actions taken by regulatory authorities, potential liability from pending or future litigation, domestic and international political conditions, the conflict in Ukraine and related sanctions and the conflict in Gaza, potential disruption of shipping routes due to ongoing attacks by Houthis in the Red Sea and Gulf of Aden, accidents and political events or acts by terrorists.


FAQ

What is the ticker symbol of C3is Inc.?

The ticker symbol for C3is Inc. is CISS.

What is the expected gross proceeds from the public offering?

The Company expects gross proceeds of approximately $6.0 million from the public offering.

When is the closing date of the offering?

The closing of the offering is expected to occur on March 19, 2024, subject to customary closing conditions.

Who is acting as the sole book-running manager for the offering?

Aegis Capital Corp. is acting as the sole book-running manager for the offering.

What will the Company use the net proceeds for?

The Company plans to use the net proceeds for capital expenditures, acquisitions, working capital, or general corporate purposes.

C3is Inc.

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