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C3is Inc. (NASDAQ: CISS) completes $6.0M unit and warrant sale

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

C3is Inc. completed a registered offering of 11,535,000 units, generating aggregate gross proceeds of approximately $6.0 million before underwriting discounts and expenses. The sale comprised 10,435,000 Common Units, each with one common share and one Class F Warrant, and 1,100,000 Pre-Funded Units, each with a pre-funded warrant and one Class F Warrant.

The underwriter’s over-allotment option was exercised for 908,765 Class F Warrants. Class F Warrants are exercisable immediately, expire one year after issuance, and have an initial exercise price of $0.52, subject to downward resets on the 2nd and 5th trading days after closing to $0.364 and $0.26, with proportional increases in underlying shares. They also permit cashless exercise, including a zero-cash feature delivering 2.0× the shares that a cash exercise would provide.

Positive

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Negative

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Filing Explained

The completed offering adds common shares and warrants that could expand C3is’s share supply to the disclosed ceilings.

This Form 6-K, an interim report used by a foreign private issuer to furnish material home-market information, reports that C3is completed the registered offering on July 28, 2026.

The sale included 10,435,000 common-share units and 1,100,000 Pre-Funded Warrants exercisable for one Common Share each at $0.01; it produced approximately $6.0 million in gross proceeds before discounts and expenses.

If the warrants are exercised, the disclosed share supply can expand to up to 41,740,000 Common Shares under the Class F Warrants and up to 4,400,000 under the Pre-Funded Warrants, reducing existing holders’ percentage ownership absent offsetting changes.

Units offered 11,535,000 units Registered offering completed on July 28, 2026
Common Units 10,435,000 units Each includes one common share and one Class F Warrant
Pre-Funded Units 1,100,000 units Each includes one Pre-Funded Warrant and one Class F Warrant
Gross proceeds $6.0 million Aggregate gross proceeds before underwriting discounts and expenses
Over-allotment Warrants 908,765 Class F Warrants Underwriter exercised option for additional Class F Warrants only
Pre-Funded Warrant exercise price $0.01 per Common Share Exercise price for Pre-Funded Warrants in Pre-Funded Units
Initial Class F Warrant exercise price $0.52 Initial exercise price per Common Share, subject to reset
Class F Warrant reset prices $0.364 and $0.26 Reset on the 2nd and 5th trading days following closing
Class F Warrant financial
"Each Common Unit consisting of one common share and one Class F Warrant"
Pre-Funded Warrant financial
"each Pre-Funded Unit consisting of one pre-funded warrant to purchase one Common Share"
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.
over-allotments financial
"option to purchase additional Common Shares and/or Class F Warrants to cover over-allotments"
An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.
cashless exercise financial
"The Class F Warrants also contain certain mechanisms for cashless exercise"
A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.
Registration Statement on Form F-3 regulatory
"incorporated by reference into the Company’s Registration Statement on Form F-3"
A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.
Offering Type secondary

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FAQ

What did C3is Inc. (CISS) disclose in this Form 6-K?
C3is Inc. disclosed it completed a registered offering of 11,535,000 units, raising about $6.0 million in gross proceeds. The units combine common or pre-funded shares with Class F Warrants featuring reset and cashless exercise mechanisms.

How was the 11,535,000-unit C3is Inc. (CISS) offering structured?
The offering included 10,435,000 Common Units, each with one common share and one Class F Warrant, and 1,100,000 Pre-Funded Units, each with a pre-funded warrant at $0.01 per share plus one Class F Warrant.

What are the key terms of C3is Inc. (CISS) Class F Warrants?
Class F Warrants are exercisable upon issuance, expire after one year, and initially have a $0.52 exercise price. Subject to conditions, this resets to $0.364 and $0.26 on specified trading days, with proportional increases in underlying shares.

Did the C3is Inc. (CISS) underwriter exercise its over-allotment option?
Yes. The underwriter received an option for up to 908,765 additional common shares and/or Class F Warrants and exercised this option for 908,765 Class F Warrants only, adding to the warrant component without extra common shares.

What cashless exercise feature applies to C3is Inc. (CISS) Class F Warrants?
Class F Warrants permit cashless exercise, including a zero-cash option where holders receive 2.0 times the number of shares that would be issued on a full cash exercise, for no additional cash consideration at exercise.
 
 

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

On July 28, 2026, C3is Inc. (the “Company”) completed a registered offering (the “Offering”) of 11,535,000 units, consisting of (a) 10,435,000 common units (“Common Units”), each Common Unit consisting of one common share, par value $0.01 per share, of the Company (“Common Share”) and one Class F Warrant (“Class F Warrant”) to purchase one Common Share or otherwise such greater number of Common Shares, up to an aggregate of 41,740,000 Common Shares, as determined under the reset and cashless exercise features of the Class F Warrants, and (b) 1,100,000 pre-funded units (“Pre-Funded Units”), each Pre-Funded Unit consisting of one pre-funded warrant (“Pre-Funded Warrant”) to purchase one Common Share at an exercise price of $0.01 per Common Share and one Class F Warrant to purchase one Common Share or otherwise such greater number of Common Shares, up to an aggregate 4,400,000 Common Shares, as determined under the reset and cashless exercise features of the Class F Warrants. In addition, the Company granted the underwriter an option to purchase up to 908,765 additional Common Shares and/or up to 908,765 Class F Warrants to cover over-allotments, which the underwriter has exercised with respect to 908,765 Class F Warrants.

The aggregate gross proceeds to the Company from the Offering, before deducting underwriting discounts and offering expenses payable by the Company, were approximately $6.0 million.

Attached to this report on Form 6-K as Exhibit 1.1 is a copy of the Underwriting Agreement, dated July 27, 2026, by and between the Company and Maxim Group LLC, as representative of the underwriters.

Attached to this report on Form 6-K as Exhibit 4.1 is a copy of the form of Class F Warrant.

Attached to this report on Form 6-K as Exhibit 4.2 is a copy of the form of Pre-Funded Warrant.

Each Class F Warrant is exercisable upon issuance and expires one year after the issuance date. The initial exercise price of the Class F Warrants is $0.52. Subject to certain conditions, the exercise price for the Class F Warrants will be adjusted downward on each of the 2nd and 5th trading day following the closing of this offering (each, a “Reset Date”) to $0.364 and $0.26, respectively (each, a “Reset Price”), and the number of Common Shares underlying the Class F Warrants will be proportionally increased so that the applicable Reset Price multiplied by the increased number of Common Shares equal the aggregate proceeds that would have resulted from the full exercise of the Class F Warrants immediately prior to the applicable Reset Date. The Class F Warrants also contain certain mechanisms for cashless exercise, including a zero cash exercise option pursuant to which holders of the Class F Warrants have the option, upon exercise and for no additional cash consideration, to receive an aggregate number of Common Shares equal to the product of (x) the aggregate number of Common Shares that would be issuable upon a cash exercise of the Class F Warrant and (y) 2.0.

A detailed description of the Class F Warrants and Pre-Funded Warrants is set forth under the heading “Description of the Securities We Are Offering” in the Prospectus filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on July 28, 2026, which is qualified by reference to the forms of such warrants which are filed as exhibits to this report.

****

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.

EXHIBIT INDEX

 

1.1    Underwriting Agreement, dated July 27, 2026, by and between the Company and Maxim Group LLC, as representative of the underwriters
4.1    Form of Class F Warrant
4.2    Form of Pre-Funded Warrant

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 28, 2026

 

C3IS INC.

By:   /s/ Nina Pyndiah

Name:

  

Nina Pyndiah

Title:

  

Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

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