C3IS Inc. (CISS) sets 1-for-7 reverse split to support Nasdaq bid price

Rhea-AI Filing Summary

C3IS Inc. is implementing a one-for-seven reverse stock split of its common stock to help meet Nasdaq’s minimum bid price requirement and maintain its listing. The split takes effect at 11:59 pm Eastern Time on April 26, 2026, with split-adjusted trading on April 27, 2026.

Every seven issued shares will be combined into one share, keeping the $0.01 par value unchanged and reducing outstanding common shares from approximately 3.7 million to approximately 528,305. Fractional shares will not be issued; instead, affected stockholders will receive cash based on the April 24, 2026 Nasdaq closing price, adjusted for the split.

The company’s outstanding warrants and Series A Convertible Preferred Stock will be proportionately adjusted, with additional post-split adjustments for Class B and Class C Warrants. C3IS operates a fleet of five vessels totaling 260,671 dwt, expected to increase to six vessels with approximately 311,431 dwt on a pro forma basis after delivery of an additional MR product tanker.

Insights

Capital markets and corporate actions analyst

C3IS reverses shares 1-for-7 to support Nasdaq listing.

The board approved a 1-for-7 reverse stock split to raise the per-share trading price of C3IS’s common stock. Outstanding shares will drop from about 3.7 million to about 528,305, while total equity value is unchanged purely from the split itself.

The company explicitly links this action to satisfying Nasdaq’s minimum bid price requirement, underscoring that its listing status is a key consideration. Warrants and Series A Convertible Preferred Stock will adjust proportionately, which preserves existing holders’ economic interests on a per‑ownership basis.

Because no new capital is raised and ownership percentages remain effectively the same, the market impact depends on how the share price behaves after the reverse split and whether the higher price helps the company remain on the Nasdaq Capital Market. Future SEC filings will show if the company ultimately maintains compliance.

Key Figures

Reverse split ratio: 1-for-7 Pre-split shares outstanding: approximately 3.7 million shares Post-split shares outstanding: approximately 528,305 shares +4 more

7 metrics

Reverse split ratio 1-for-7 Common stock reverse stock split effective April 26, 2026

Pre-split shares outstanding approximately 3.7 million shares Common stock outstanding before reverse split

Post-split shares outstanding approximately 528,305 shares Common stock outstanding after reverse split

Fleet capacity current 260,671 dwt Five-vessel fleet carrying capacity before additional tanker

Fleet capacity pro forma approximately 311,431 dwt Six-vessel fleet pro forma after MR product tanker delivery

Fleet size current 5 vessels Three Handysize dry bulk, one Aframax, one product tanker

Fleet size pro forma 6 vessels After delivery of one additional MR product tanker

Key Terms

reverse stock split, minimum bid price requirement, Nasdaq Capital Market, Series A Convertible Preferred Stock, +2 more

6 terms

reverse stock split financial

"announcing a one-for-seven (1-for-7) reverse stock split of the Company’s common stock"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

minimum bid price requirement financial

"Aiming to meet the minimum bid price requirement for maintaining listing on Nasdaq"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Nasdaq Capital Market financial

"will begin trading on a split-adjusted basis on The Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Series A Convertible Preferred Stock financial

"The Company’s outstanding warrants and Series A Convertible Preferred Stock will be proportionately adjusted"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

forward-looking statements regulatory

"Matters discussed in this release may constitute forward-looking statements within the meaning of the safe harbor provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Aframax oil tanker technical

"an Aframax oil tanker with a cargo carrying capacity of 115,804 dwt"

Form 6-K: How Foreign Companies Report to the SEC →

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 April 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

Attached to this report on Form 6-K as Exhibit 99.1 is a copy of C3is Inc.’s (the “Company”) press release, dated April 23, 2026, announcing a one-for-seven (1-for-7) reverse stock split of the Company’s common stock, par value $0.01 per share, which will take effect at 11:59 pm Eastern Time on April 26, 2026. The Company’s common stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market as of the opening of trading on April 27, 2026.

EXHIBIT INDEX

99.1 Press Release dated April 23, 2026

*****

This report on Form 6-K, including exhibit 99.1 hereto, 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: April 23, 2026

C3IS INC.
By:		/s/ Nina Pyndiah
Name:		Nina Pyndiah
Title:		Chief Financial Officer

Exhibit 99.1

C3IS INC. ANNOUNCES REVERSE STOCK SPLIT

To be effective April 27, 2026

Aiming to meet the minimum bid price requirement for maintaining listing on Nasdaq

ATHENS, GREECE – April 23, 2026 – C3IS INC. (the “Company”) (Nasdaq: CISS) today announced that its board of directors has determined to effect a one-for-seven (1-for-7) reverse stock split of the Company’s common stock, par value $0.01 per share.

The reverse stock split will take effect at 11:59 pm Eastern Time on April 26, 2026, and the Company’s common stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market (“Nasdaq”) as of the opening of trading on April 27, 2026. The CUSIP number of Y18284300 will be assigned to the Company’s common stock when the reverse stock split becomes effective.

When the reverse stock split becomes effective, every seven (7) of the Company’s issued shares of common stock will be combined into one issued share of common stock, without any change to the par value per share. This will reduce the number of outstanding shares of common stock from approximately 3.7 million shares to approximately 528,305 shares. The Company’s outstanding warrants and Series A Convertible Preferred Stock will be proportionately adjusted to increase the exercise price and reduce the number of shares issuable upon exercise. With respect to the Company’s Class B Warrants and Class C Warrants, the exercise price and number of shares issuable upon exercise will be adjusted further in an adjustment period ending on the fifth trading day after the effective time of the reverse split pursuant to the terms of such warrants.

No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise hold a fraction of a share of common stock of the Company will receive a cash payment in lieu thereof at a price equal to that fraction of a share to which the stockholder would otherwise be entitled, multiplied by the closing price of the Company’s common stock on Nasdaq on April 24, 2026 (as adjusted for the reverse split).

Stockholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the consequence of the reverse stock split reflected in their accounts on or after April 27, 2026. Such beneficial holders may contact their bank, broker, or nominee for more information.

The reverse stock split ratio approved by the board of directors is within the range of ratios for a reverse stock split authorized by the stockholders of the Company.

The purpose of the reverse stock split is to increase the market price of the Company’s common stock. The Company believes that the reverse stock split will increase the market price for its common stock and allow it to satisfy the minimum bid price requirement for maintaining listing on Nasdaq.

Forward-Looking Statements

Matters discussed in this release may constitute forward-looking statements within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements with respect to the C3is Inc.’s ability to maintain compliance with Nasdaq’s continued listing standards and remain listed on Nasdaq or other major stock exchange and other statements that are forward looking. Forward-looking statements reflect our current views with respect to future events and financial performance and may 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. The forward-looking statements in this release are based upon various assumptions. 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 U.S. Securities and Exchange Commission (the “SEC”). Risks and uncertainties are further described in reports filed by C3is Inc. with the SEC.

ABOUT C3IS INC.

C3is Inc. is a ship-owning company providing dry bulk and crude oil seaborne transportation services. The Company currently owns five vessels, comprising three Handysize dry bulk carriers with a total capacity of 97,664 deadweight tons (dwt), an Aframax oil tanker with a cargo carrying capacity of 115,804 dwt and a product tanker with a cargo carrying capacity of 47,203 dwt, resulting in a fleet total capacity of 260,671 dwt. On a pro forma basis following the delivery of one additional MR product tanker, the Company’s fleet will consist of six vessels: three Handysize dry bulk carriers, one Aframax tanker, and two MR product tankers, with a total carrying capacity of approximately 311,431 dwt. C3is Inc.’s shares of Common Stock are listed on the Nasdaq Capital Market and trade under the symbol “CISS.”

For further information, please contact:

Company Contact:

Nina Pyndiah

Chief Financial Officer

C3is INC.

00-30-210-6250-001

E-mail: info@c3is.pro

FAQ

What reverse stock split did C3IS Inc. (CISS) announce?

C3IS Inc. approved a one-for-seven reverse stock split of its common stock. Every seven existing shares will be combined into one share, reducing the outstanding share count while keeping the par value per share at $0.01 unchanged.

When will the C3IS Inc. (CISS) reverse stock split take effect?

The reverse stock split becomes effective at 11:59 pm Eastern Time on April 26, 2026. C3IS common stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market at the opening of trading on April 27, 2026.

How will the C3IS Inc. (CISS) reverse split affect outstanding shares?

The reverse split will reduce C3IS’s outstanding common shares from approximately 3.7 million to approximately 528,305. Each block of seven pre-split shares will convert into one post-split share, with no change to the $0.01 par value per share.

Why is C3IS Inc. (CISS) doing a reverse stock split?

C3IS states the purpose of the reverse stock split is to increase the market price of its common stock. The company believes a higher share price will help it meet Nasdaq’s minimum bid price requirement and maintain its listing on the Nasdaq Capital Market.

What happens to fractional C3IS Inc. (CISS) shares after the split?

C3IS will not issue fractional shares in the reverse split. Stockholders otherwise entitled to a fraction will receive cash instead, calculated using the fraction multiplied by the Nasdaq closing price on April 24, 2026, adjusted for the split.

How are C3IS Inc. (CISS) warrants and preferred stock affected?

The company’s outstanding warrants and Series A Convertible Preferred Stock will be proportionately adjusted after the reverse split. Exercise prices will increase and the number of shares issuable upon exercise will decrease, with further adjustments for Class B and Class C Warrants after the effective time.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 8.5 KB