UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2026
Commission File Number 001-41717
C3IS INC.
(Translation
of registrant’s name into English)
331 Kifissias Avenue Kifissia 14561 Athens, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
2026 Annual Meeting of Stockholders
On July 17, 2026, C3is Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, Mr. Harry N. Vafias and Mr. George Xiradakis were each re-elected as a Class III director for a three-year term expiring at the annual meeting of our stockholders in
2029. Our stockholders also ratified the appointment of Deloitte Certified Public Accountants, S.A. as our independent auditors and approved one or more amendments to our Restated Articles of Incorporation, as amended, to effect one or more reverse
stock splits of our issued and outstanding shares of common stock, at a ratio of not less than one-for-two and not more than one-for-1,000 and in the aggregate of not more than one-for-1,000, inclusive, with the exact ratio to be determined by our Board
of Directors in its discretion; provided each such reverse stock split is effected within three years of such approval.
EXHIBIT INDEX
*****
This
report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form S-8 (Reg.
No. 333-273306) filed with the Securities and Exchange Commission on July 18, 2023 and Registration Statement on Form F-3 (Reg.
No. 333- 285135) filed with the Securities and Exchange Commission on February 21, 2025.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: July 22, 2026
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| C3IS INC. |
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| By: |
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/s/ Nina Pyndiah |
| Name: |
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Nina Pyndiah |
| Title: |
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Chief Financial Officer |
EXHIBIT 99.1
REVERSE STOCK SPLIT DISCLOSURE
On April 26, 2026, C3is Inc. (the “Company”) effected a
one-for-seven (1-for-7) reverse split of its common shares (“Common Shares”).
The reverse stock split reduced the number of the Company’s outstanding Common Shares from approximately 3.8 million shares to approximately 541,082 shares and affected all issued and outstanding Common Shares. No fractional shares were
issued in connection to the reverse split. Stockholders who would otherwise hold a fractional share of the Company’s Common Shares received a cash payment in lieu of such fractional share. The par value and other terms of the Company’s
Common Shares were not affected by the reverse stock split.
All share and earnings per share information have been retroactively adjusted
to reflect the stock split and the incremental reduction in the aggregate par value of all issued and outstanding Common Shares of $5,655 has been reflected as a reduction to “Capital stock” and a corresponding increase in
“Additional paid-in capital” on the Company’s balance sheet. The effect of the reverse stock split on per share amounts and weighted average number of Common Shares outstanding for each of
the three fiscal years ended December 31, 2025 are as follows.
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Year Ended December 31, |
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2025 |
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2024 |
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2023 |
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| Basic earnings/(loss) per share of common stock |
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$ |
325.49 |
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$ |
(2,460.12 |
) |
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$ |
335,222.19 |
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| Diluted earnings/(loss) per share of common stock |
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$ |
27.84 |
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$ |
(2,460.12 |
) |
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$ |
133,916.72 |
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| Basic weighted average number of shares |
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12,852 |
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3,288 |
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25 |
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| Diluted weighted average number of shares |
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50,007 |
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3,288 |
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69 |
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