C3is Inc. (NASDAQ: CISS) prices $6.0M unit and warrant offering

Rhea-AI Filing Summary

C3is Inc. priced an underwritten public offering of 11,535,000 units at $0.52 per unit, for expected gross proceeds of approximately $6.0 million before underwriting discounts and other expenses. Each unit consists of one common share (or a pre-funded warrant in lieu thereof) and one Class F warrant to purchase one common share.

The Class F warrants expire one year from issuance, are immediately exercisable at an initial price of $0.52 per share, and their exercise price is subject to adjustment on the second and fifth trading days to 70% and 50% of the initial price, with the number of underlying shares proportionally increased. The warrants may also be exercised on a zero cash exercise option under which each warrant can be exchanged for twice the number of shares issuable on a cash exercise.

The offering is expected to close on or about July 28, 2026, subject to customary closing conditions, with Maxim Group LLC acting as sole book-running manager. C3is granted the underwriters a 45-day option to purchase up to 908,765 additional common shares and/or warrants to purchase up to 908,765 common shares at the public offering price less underwriting discounts and commissions. A registration statement on Form F-1 (File No. 333-297627) became effective on July 27, 2026, and this report is incorporated by reference into the company’s existing Form S-8 and Form F-3 registration statements.

Key Figures

Units offered: 11,535,000 units Offering price: $0.52 per unit Gross proceeds: $6.0 million +5 more

8 metrics

Units offered 11,535,000 units Underwritten public offering priced at $0.52 per unit

Offering price $0.52 per unit Public offering price for each unit

Gross proceeds $6.0 million Expected gross proceeds before underwriting discounts and expenses

Warrant term 1 year Expiration period for Class F warrants from date of issuance

Warrant exercise price $0.52 per share Initial exercise price, subject to 70% and 50% adjustments

Underwriters' option period 45 days Period to purchase up to 908,765 additional shares and/or warrants

Additional shares or warrants 908,765 Maximum additional common shares and warrants under underwriters' option

Expected closing date July 28, 2026 Anticipated closing date of the offering, subject to conditions

Key Terms

underwritten public offering, pre-funded warrant, Class F warrant, zero cash exercise option, +1 more

5 terms

underwritten public offering financial

"announced the pricing of its underwritten public offering of 11,535,000 units"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

pre-funded warrant financial

"Each unit consists of one common share (or pre-funded warrant in lieu thereof)"

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 F warrant financial

"and one Class F warrant to purchase one common share"

zero cash exercise option financial

"The warrants may also be exercised on a zero cash exercise option"

A zero cash exercise option lets a holder convert an option into shares without handing over money by surrendering a portion of the newly issued shares to cover the cost and any taxes, like getting an item by returning part of it instead of paying cash. For investors this matters because it changes how many new shares actually enter the market and whether a company needs cash to fulfill the grant, affecting ownership percentages and per-share metrics.

registration statement on Form F-1 regulatory

"A registration statement on Form F-1 (File No. 333-297627) was 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.

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

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FAQ

What did C3IS Inc. (CISS) announce in its July 2026 capital raise?

C3is Inc. priced an underwritten public offering of 11,535,000 units at $0.52 per unit, targeting roughly $6.0 million in gross proceeds. Each unit includes one common share (or pre-funded warrant) and one Class F warrant to purchase one common share.

What are the key terms of the Class F warrants in C3IS (CISS)'s offering?

Each Class F warrant is immediately exercisable at an initial price of $0.52 per share and expires one year from issuance. The exercise price adjusts on the second and fifth trading days to 70% and 50% of the initial price, with underlying shares proportionally increased and a zero cash exercise option.

When is the C3IS Inc. (CISS) unit offering expected to close, and who manages it?

The offering is expected to close on or about July 28, 2026, subject to customary closing conditions. Maxim Group LLC is acting as the sole book-running manager for this underwritten public offering of units and associated warrants.

What additional purchase option did C3IS (CISS) grant underwriters in this deal?

C3is Inc. granted underwriters a 45-day option to buy up to 908,765 additional common shares and/or additional warrants to purchase up to 908,765 common shares. These may be purchased at the public offering price, less underwriting discounts and commissions.

Which SEC registration statements cover the C3IS Inc. (CISS) securities in this transaction?

The units and related securities are registered under a Form F-1 (File No. 333-297627) that became effective on July 27, 2026. The report is also incorporated by reference into C3is Inc.’s Form S-8 (No. 333-273306) and Form F-3 (No. 333-285135).

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

Pricing of $6.0 Million Underwritten Public Offering

C3is Inc. (the “Company”) today announced the pricing of its underwritten public offering of 11,535,000 units at a public offering price of $0.52 per unit. Each unit consists of one common share (or pre-funded warrant in lieu thereof) and one Class F warrant to purchase one common share.

Each warrant will expire one (1) year from the date of issuance, will be immediately exercisable upon issuance at an initial exercise price of $0.52 per share, subject to adjustment on the second and fifth trading days following the closing of the offering to 70% and 50%, respectively, of the initial exercise price, and the number of common shares underlying the warrants will be proportionally increased. The warrants may also be exercised on a zero cash exercise option pursuant to which the holder may exchange each warrant for twice the number of common shares issuable on a cash exercise of the warrant.

Gross proceeds to the Company, before deducting underwriting discounts and commissions and other offering expenses, are expected to be approximately $6.0 million. The offering is expected to close on or about July 28, 2026, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as sole book-running manager in connection with the offering.

The Company has granted the underwriters a 45-day option to purchase up to an additional 908,765 common shares and/or additional warrants to purchase up to 908,765 common shares, at its respective public offering price less underwriting discounts and commissions.

A registration statement on Form F-1 (File No. 333-297627), as amended, was filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective in accordance with Section 8(a) of the Securities and Exchange Act of 1933, as amended, on July 27, 2026.

This report shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

*****

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 27, 2026

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