TOP Ships Inc. Announces $5.0 Million Private Placement of Senior Convertible Notes and Warrants

Each closing includes commitment shares or pre-funded warrants equal to 5% of note face value divided by the specified share-price reference.

Rhea-AI Summary

TOP Ships (TOPS) signed a private placement agreement with one institutional investor expected to provide $5,000,000 in first-tranche gross proceeds. Issuance is expected on or about October 28, 2026, subject to customary closing conditions. The unsecured senior convertible notes have $5,555,555.56 principal and a 10% original issue discount. Annual interest is 8.00% if paid in cash or 10.00% if paid in common shares.

The company expects to issue 19,841,269 warrants at $0.28 per share and 992,064 commitment shares and/or pre-funded warrants. The warrants are immediately exercisable and expire five years after issuance. Notes mature after 12 months; extending maturity to 18 months increases principal by 5%. Conversion pricing includes a holder-option alternative based on 85% of the lowest daily volume-weighted average price over the preceding 10 trading days, with a $0.50 floor. A conditional second tranche could provide another $5,000,000 gross.

2 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 9 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.First-tranche financing is expected to provide $5,000,000 gross proceeds on or about October 28, 2026. 2.3× market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Optional second-tranche financing could provide another $5,000,000 gross proceeds. 2.3× market cap

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.First-tranche unsecured notes add $5,555,555.56 principal, with a 10% original issue discount. 2.6× market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Second-tranche issuance remains subject to purchase-agreement conditions and would add $5,555,555.56 note principal plus warrants. 2.6× market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Annual note interest is 8.00% in cash or 10.00% in common shares.
• Minor point. Forward-looking: it has not happened yet and may not happen.Notes mature in 12 months; an optional extension to 18 months increases principal by 5%.
• Minor point. Forward-looking: it has not happened yet and may not happen.Initial note conversion uses the lower of the prior closing price or five-day average, subject to a $0.50 floor.

4 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Holder-option conversion uses 85% of the lowest preceding 10-trading-day daily volume-weighted average price, with a $0.50 floor.
• Minor point. Forward-looking: it has not happened yet and may not happen.Expected first-tranche warrants cover 19,841,269 shares at $0.28, adding potential dilution over their five-year term.
• Minor point. Forward-looking: it has not happened yet and may not happen.Expected first-tranche commitment issuance adds 992,064 common shares and/or pre-funded warrants.
• Minor point. Forward-looking: it has not happened yet and may not happen.Each closing requires commitment shares and/or pre-funded warrants based on 5% of note face value.

News Explained

If the conditional second closing occurs, the signed agreement calls for another $5,555,555.56 of note principal, warrants with the same aggregate initial cash exercise price, and commitment shares or pre-funded warrants equal to 5% of the notes’ principal divided by the lower of the pre-issuance closing price or five-day average.

Key Figures

First-tranche principal: $5,555,555.56 First-tranche gross proceeds: $5,000,000 Original issue discount: 10% +5 more

First-tranche principal

$5,555,555.56

Aggregate principal amount of Notes

First-tranche gross proceeds

$5,000,000

At the First Tranche Closing

Original issue discount

10%

Notes

Annual interest rate

8.00% cash; 10.00% in common shares

Notes

Maturity and extension

12 months; extendable to 18 months with a 5% principal increase

At the Company's option

Alternate conversion price

85% of the lowest daily VWAP over 10 trading days, subject to a $0.50 floor

Holder-option conversion

First-tranche warrants

19,841,269 shares at $0.28 per share

Expected issuance at the First Tranche Closing

Commitment shares

992,064 shares

Expected at the First Tranche Closing; pre-funded warrants may be issued in lieu

Key Terms

senior convertible notes, original issue discount, volume-weighted average price, pre-funded warrants, +1 more

5 terms

senior convertible notes financial

"to issue senior convertible notes (the “Notes”) in the aggregate principal amount"

A senior convertible note is a loan a company issues that ranks near the top of payment priority and can be exchanged for the company’s stock under preset terms. Think of it as an IOU that promises interest payments and first dibs on repayments if assets are liquidated, but also gives the lender the option to become an owner later; investors watch these for repayment safety, interest income, and potential stock dilution.

original issue discount financial

"bearing an original issue discount of 10%"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

volume-weighted average price financial

"lowest daily volume-weighted average price of the Company’s common shares"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

pre-funded warrants financial

"common shares (and/or pre-funded warrants in lieu thereof)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

regulation d regulatory

"and Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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ATHENS, Greece, Oct. 27, 2026 (GLOBE NEWSWIRE) -- TOP Ships Inc. (the “Company” or “TOP Ships,” “we” or “us”) (NYSE American: TOPS), an international owner and operator of modern, fuel-efficient “ECO” tanker vessels, today announced it has entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor (the “Holder”) to issue senior convertible notes (the “Notes”) in the aggregate principal amount of $5,555,555.56, bearing an original issue discount of 10% and warrants (the “Warrants”) to purchase common shares with an aggregate initial cash exercise price of $5,555,555.56 in a private placement. The Company expects to issue such Notes and Warrants on or about October 28, 2026 (the “First Tranche Closing”), subject to the satisfaction of customary closing conditions. The Company will receive gross proceeds of $5,000,000 at the First Tranche Closing.

The Notes are unsecured and will bear an interest rate of 8.00% per annum if paid in cash and 10.00% per annum if paid in common shares. The Notes will mature 12 months after issuance, subject to extension at the Company’s option to 18 months, provided that upon such extension the principal amount of the applicable Note will be increased by 5%. The Notes will be convertible at a conversion price equal to the lower of the closing price of the Company’s common shares immediately prior to issuance or the average closing price over the five days prior to issuance, subject to a floor price of $0.50. The Notes are also convertible at the Holder’s option at an alternate conversion price equal to the greater of 85% of the lowest daily volume-weighted average price of the Company’s common shares during the 10 trading days preceding the conversion date and the floor price of $0.50.

The Warrants will be immediately exercisable, will expire on the five-year anniversary of the issuance date and will have an initial exercise price equal to the lower of the closing price of the Company’s common shares immediately prior to issuance or the average closing price over the five days prior to issuance. At the First Tranche Closing the Company expects to issue Warrants exercisable to purchase 19,841,269 common shares at an exercise price of $0.28 per share.

In addition, subject to certain conditions set forth in the Purchase Agreement, the Company may issue and sell to the Holder in a second closing (the “Second Tranche Closing”) an additional $5,555,555.56 in aggregate principal amount of the Notes and Warrants to purchase common shares with an aggregate initial cash exercise price of $5,555,555.56. The Company would receive gross proceeds of $5,000,000 at the Second Tranche Closing.

In addition, at each of the First Tranche Closing and the Second Tranche Closing, the Company has agreed pursuant to the Purchase Agreement to issue a number of common shares (and/or pre-funded warrants in lieu thereof) (“Commitment Shares”) to the Holder equal to 5% of the face value of the principal amount of the Notes issued at each closing divided by the lower of the closing price of the Company’s common shares immediately prior to issuance or the average closing price over the five days prior to issuance. At the First Tranche Closing the Company expects to issue 992,064 Commitment Shares (and/or pre-funded warrants in lieu thereof).

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

The securities described above are being offered pursuant to exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. The Notes, Warrants, pre-funded warrants, the underlying common shares and the Commitment Shares have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold absent registration or an applicable exemption. In connection with the transaction, the Company entered into a registration rights agreement, pursuant to which it has agreed to file a registration statement with the U.S. Securities and Exchange Commission (“SEC”) to register the resale of the Commitment Shares and the common shares underlying the Notes, Warrants and pre-funded warrants issuable upon conversion of the Notes or the exercise of the Warrants and pre-funded warrants.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About the Company

TOP Ships Inc. is an international owner and operator of ocean-going vessels focusing on modern, fuel-efficient eco tanker vessels transporting crude oil, petroleum products (clean and dirty) and bulk liquid chemicals. The Company’s tanker operating fleet has a total capacity of 857,000 dwt and consists of one 50,000 dwt product/chemical tanker, one 157,000 dwt Suezmax tanker, two 300,000 dwt VLCCs and, through a joint venture, 50% interests in two 50,000 dwt product tankers. The Company has entered into newbuilding contracts for ten 50,000 dwt MR newbuilding tankers scheduled for delivery from the second quarter of 2028 through the fourth quarter of 2029. In addition, the Company has entered into a share purchase agreement to acquire four shipowning companies that have entered into newbuilding contracts for four high-specification 50,000 dwt MR newbuilding tankers scheduled for delivery from the second quarter of 2029 through the first quarter of 2030, with closing being subject to customary closing conditions and the successful conclusion of the financings by the seller. The Company also owns the megayacht M/Y Para Bellvm, which it has announced its intention to divest.

The Company is incorporated under the laws of the Republic of the Marshall Islands and has executive offices in Athens, Greece. Its common shares trade on the NYSE American under the symbol “TOPS”.

For more information about TOP Ships Inc., visit its website: www.topships.org.
For further information please contact:

Alexandros Tsirikos
Chief Financial Officer
TOP Ships Inc.
Tel: +30 210 812 8107
Email: atsirikos@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, including statements regarding the Notes and Warrants and closing of the offering described herein, the expected delivery of the newbuilding vessels, the consummation of the acquisition of the four shipowning companies, the intended divestment of the M/Y Para Bellvm, and the Company’s future fleet, business strategy and prospects.

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. Please see the Company’s filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and the Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much funding does TOP Ships expect from its convertible-note private placement?

TOP Ships expects $5,000,000 in gross proceeds at the first closing, anticipated on or about October 28, 2026, subject to customary closing conditions. A second closing could provide another $5,000,000, subject to conditions in the purchase agreement.

What warrants and commitment shares does TOP Ships expect to issue at the first closing?

TOP Ships expects to issue warrants covering 19,841,269 common shares at $0.28 per share and 992,064 commitment shares and/or pre-funded warrants. The warrants will be immediately exercisable and expire on the five-year anniversary of issuance.

How is the initial conversion price for TOP Ships' convertible notes determined?

The initial conversion price is the lower of the common shares' closing price immediately before issuance or their average closing price over the five days before issuance, subject to a $0.50 floor.