C3is Inc. Announces Pricing of $9 Million Public Offering

Rhea-AI Summary

C3is (NASDAQ: CISS) priced a public offering expected to generate approximately $9.0 million in gross proceeds by selling 7,500,000 units. Each unit contains either one common share or one pre-funded warrant, plus a Class D warrant exercisable at $1.20 and a Class E warrant exercisable at $0.00001. The public offering price is $1.20 per unit with a common share or $1.19999 per unit with a pre-funded warrant. Class D warrants expire after 60 months; Class E warrants may be exercised until fully exercised. Closing is expected on or about December 12, 2025, and the Form F-1 was declared effective December 10, 2025. Net proceeds are intended for capital expenditures, potential vessel acquisitions, working capital, and general corporate purposes.

Positive

• Aggregate gross proceeds expected of $9.0 million
• Offering consists of 7,500,000 units available
• Proceeds targeted for vessel acquisitions and capital expenditures

Negative

• Issuance of 7.5M units may materially dilute existing shareholders
• Class E warrants exercisable at $0.00001 could enable near-zero-cost share issuance
• Class D warrant terms include periodic exercise price adjustments

Key Figures

Offering size $9 million Expected gross proceeds from public offering before fees and expenses

Units offered 7,500,000 units Total number of units in the public offering

Unit price (share) $1.20 per unit Public offering price per unit containing one common share

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

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

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

Class D term 60 months Expiration of Class D Warrants after initial issuance date

F-1 file number No. 333-290011 Registration statement covering the public offering

Market Reality Check

$1.71 Last Close

Volume Volume 65,992 is 1.23x the 20-day average of 53,813 ahead of the offering news. normal

Technical Shares last closed at $1.71, trading below the $3.12 200-day moving average, reflecting a weak longer-term trend.

Peers on Argus 1 Down

CISS was down 2.29% pre-offering while peers were mixed: ICON and GLBS declined, OP gained 7.81%, and CTRM/USEA were flat. This points to a stock-specific move rather than a broad marine shipping trend.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 18	Q3 2025 results	Neutral	+0.0%	Reported Q3 voyage revenues, net income and EPS with updated fleet metrics.
Nov 13	Earnings date set	Neutral	-9.2%	Announced timing and webcast details for upcoming Q3 2025 results call.
Oct 09	$2M offering close	Negative	-5.0%	Closed $2.0M registered direct offering of 800,000 shares at $2.50.
Oct 08	$2M offering priced	Negative	-36.6%	Priced 800,000-share registered direct offering at $2.50 per share.
Sep 02	Q2 2025 results	Negative	-3.3%	Reported mixed Q2 results with net loss and lower TCE despite fleet growth.

Pattern Detected

The stock has often fallen on equity offerings and sometimes on neutral operational updates, indicating sensitivity to dilution and capital-raising headlines.

Recent Company History

Over the last six months, C3is reported Q2 and Q3 2025 results, showing mixed performance with both net income and a prior quarterly loss, while remaining debt-free and funding about $59.2M of capex without bank loans. It completed and priced a $2.0M registered direct offering in early October 2025, which coincided with sharp negative price reactions. Today’s larger $9M unit offering continues this pattern of equity-driven financing.

Market Pulse Summary

The stock is dropping -79.5% following this news. A negative reaction despite the capital raise fits prior patterns where offering headlines were followed by steep declines of up to 36.61%. The $9M unit structure, including Class D and deeply priced Class E Warrants, increased potential dilution while the stock already traded 85.38% below its 52-week high, which could have amplified downside pressure.

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 filed"

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 is being 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.

placement agent financial

"Aegis Capital Corp. is acting as the exclusive placement agent for the offering."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

AI-generated analysis. Not financial advice.

ATHENS, Greece, Dec. 11, 2025 (GLOBE NEWSWIRE) -- C3is Inc. (NASDAQ: CISS) (the “Company”), a ship-owning company providing dry bulk and tanker seaborne transportation services, today announced the pricing of a public offering made on a reasonable best efforts basis with gross proceeds to the Company expected to be approximately $9 million, before deducting placement agent fees and other offering expenses payable by the Company.

The offering consists 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 is $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 to be sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant. The Pre-Funded Warrants will be 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 will be 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 are expected to be approximately $9 million. The transaction is expected to close on or about December 12, 2025, subject to the satisfaction of customary closing conditions. The Company expects 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) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on December 10, 2025. The offering is being made only by means of a prospectus. A final prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located 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.

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 completion and timing of the offering and 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 amount is C3is (CISS) raising in the December 2025 public offering?

C3is expects to raise approximately $9.0 million in gross proceeds.

How many units is C3is (CISS) selling and what is the unit price?

The offering is 7,500,000 units at $1.20 per unit (or $1.19999 for pre-funded units).

What are the warrant terms in the C3is (CISS) offering?

Each unit includes a Class D warrant exercisable at $1.20 (60‑month term) and a Class E warrant exercisable at $0.00001.

When is the C3is (CISS) offering expected to close?

The transaction is expected to close on or about December 12, 2025, subject to customary closing conditions.

How does C3is (CISS) plan to use the net proceeds from the offering?

Net proceeds are expected to be used for capital expenditures, potential vessel acquisitions, working capital, and general corporate purposes.

Has the SEC declared the registration statement effective for C3is (CISS)?

Yes; the Form F-1 registration statement was declared effective on December 10, 2025.