C3is SEC Filings

C3IS Inc. (CISS) filed an amended Form F-1 for a primary offering of up to 4,672,897 Units on a best efforts basis. Each Unit includes one common share (or a pre-funded warrant in lieu of a share), one Class D Warrant, and one Class E Warrant. The company is also registering the common shares included in the Units and the shares issuable upon exercise of the pre-funded warrants and Common Warrants.

At an assumed Unit price of $2.14, the Class D Warrants are immediately exercisable and feature an automatic reset after the 10th trading day; assuming a Floor Price of $0.428, each Class D Warrant could become exercisable for five shares (up to 23,364,485 shares in aggregate). Class E Warrants are immediately exercisable at $0.00001 per share with no expiration and will adjust after the same period; on the same assumption, each Class E Warrant would be exercisable for four shares (up to 18,691,588 shares in aggregate). The maximum aggregate common shares potentially issuable upon exercise of all Class D and Class E Warrants is 42,056,073.

The offering has no minimum, will be placed by Aegis Capital Corp., and Units separate upon issuance. Beneficial ownership caps for pre-funded warrants are 4.99% or 9.99% at holder election. Common shares outstanding were 2,718,378 as of October 23, 2025.

C3is Inc. reporting persons updated their Schedule 13D to reflect dilution from recent share issuances and warrant exercises that reduced their stakes below prior thresholds. Together the three reporting parties hold 100,577 shares, representing 3.7% of the outstanding common stock. The largest holder in the group, Arethusa Properties LTD, beneficially owns 72,331 shares (2.7%), while Flawless Management Inc. reports beneficial ownership of 4 shares (0.01%). The filing notes that share counts were adjusted for multiple reverse stock splits and that the reporting persons continue to hold their positions for investment purposes; Harry N. Vafias serves as Non-Executive Chairman and may engage with management and the board on strategic matters.

Imperial Petroleum Inc. filed Amendment No. 6 to its Schedule 13D reporting beneficial ownership of 6,000,000 shares of Common Stock of C3is Inc. (symbol CISS), representing 68.8% of the class after recent issuances. The filing says the conversion price of the Issuer's Series A Convertible Preferred Stock was adjusted to $2.50 following the Issuer's registered offering and related prospectus supplement dated 10/09/2025, and that the percent ownership was updated to reflect dilution from that offering and exercise of outstanding warrants.

The statement explains Imperial Petroleum's ongoing review of its investment and reserves the right to buy, hold or sell shares by various means. It discloses that Harry N. Vafias (CEO of Imperial Petroleum) is Non-Executive Chairman of C3is and beneficially owns 100,577 shares through entities. No new transactions in the past 60 days are reported beyond the conversion-price-driven change in beneficial ownership reported here.

C3is Inc. filed a Current Report on Form 6-K that attaches a Securities Purchase Agreement, a legal opinion from Reeder & Simpson P.C., and a press release dated October 8, 2025 announcing the pricing of a $2,000,000 Registered Direct Offering. The 6-K and its exhibit are incorporated by reference into the company's Registration Statement on Form S-8 (Reg. No. 333-273306) filed July 18, 2023 and Form F-3 (Reg. No. 333-285135) filed February 21, 2025. The filing is signed by Chief Financial Officer Nina Pyndiah.

C3is Inc. completed a corporate separation from Imperial Petroleum via a June 21, 2023 spin-off and received $5,000,000 of working capital. The prospectus supplement discloses a securities offering priced at $2.50 per share for a $2,000,000 total, placement-agent fees and estimated expenses, and related warrant activity that generated aggregate proceeds of $2,043,615 including net cashless exercises. Multiple warrant classes (Class B-1, B-2, C-1, C-2) are outstanding with stated exercise prices of $3.0391 and $1.3007 (subject to adjustment), cashless-exercise mechanics, ownership thresholds (initially 4.99% up to 9.99% with notice), and various anti-dilution provisions. The filing notes two reverse stock splits (a 1-for-100 on April 11, 2024 and a 1-for-2.5 on December 31, 2024). Financial statements in the referenced Form 20-F were audited by Deloitte. Share counts are shown as approximately 74.6M to 78.1M in actual and adjusted scenarios as of June 30, 2025.

C3IS Inc. Schedule 13G/A amendment reports common stock ownership by Pandora Consultants II SA and two individuals who control that entity. Pandora Consultants II SA holds 42,940 shares, representing 2.7% of the class. Mr. Nikolaos Vafias and Ms. Theano Vafias control Pandora Consultants II SA and therefore indirectly beneficially own 42,940 shares; Nikolaos Vafias also reports 6 shares of sole voting and dispositive power, bringing his aggregate to 42,946 shares (2.7%). The filing is an amendment and lists the issuer address in Athens and CUSIP Y18284169. The reporting persons certify the shares were not acquired to influence control of the issuer.

C3is Inc. Schedule 13D Amendment No. 3 updates ownership percentages for reporting persons following the issuer's updated count of outstanding shares and issuance on exercise of warrants. The filing is made by Flawless Management Inc., Arethusa Properties LTD and Harry N. Vafias under a Joint Filing Agreement. It discloses post-reverse-split share counts and percentages: Flawless beneficially owns 4 shares (0.01%), Arethusa beneficially owns 72,331 shares (4.5%), and Harry N. Vafias beneficially owns 100,577 shares (6.3%), which includes 5,000 vested option shares and excludes 5,000 unvested options vesting September 16, 2026. Mr. Vafias is identified as Non-Executive Chairman. The amendment notes no transactions in the past 60 days other than the ownership update and attaches a Joint Filing Agreement as Exhibit 1.

C3is Inc. received an Amendment No. 1 to a Schedule 13G filed jointly by Wexford Capital LP, Wexford GP LLC, Charles E. Davidson and Joseph M. Jacobs reporting shared beneficial ownership of 112,014 shares of Common Stock, representing 7.02% of the 1,596,407 shares outstanding as reported to Wexford Capital on September 26, 2025. The filing explains that Wexford Capital serves as sub-advisor or investment manager to several Wexford Funds that hold the shares and that Wexford GP, Davidson and Jacobs may be deemed to beneficially own the securities by virtue of their relationships with Wexford Capital and the funds. Each Reporting Person disclaims beneficial ownership except to the extent of pecuniary interest.