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Robin Energy Ltd. entered a registered direct offering with an institutional investor, agreeing to sell 1,400,000 common shares and pre-funded warrants exercisable for up to 5,140,000 common shares. The company priced each share at $1.07 and each pre-funded warrant at $1.069 (reflecting a $0.001 exercise price). The transaction is expected to close on October 27, 2025, subject to customary closing conditions.
The securities are being sold off a Form F-3 shelf that was declared effective on April 28, 2025. Gross proceeds are approximately $7.0 million before placement agent fees and expenses. Exhibits include the placement agency agreement with Maxim Group LLC, the securities purchase agreement, the form of pre-funded warrant, legal opinions, and a related press release.
Robin Energy Ltd. launched a primary offering of 1,400,000 common shares at $1.07 and pre-funded warrants to purchase 5,140,000 common shares at $1.069, each warrant exercisable at $0.001 per share. Gross proceeds are $6,992,660, with placement fees of $489,846 and expected net proceeds of approximately $6.3 million, before other expenses. The company will also register the common shares issuable upon exercise of the pre-funded warrants.
The shares trade on Nasdaq as “RBNE”; the pre-funded warrants will not be listed. Common shares outstanding were 12,628,731 as of September 30, 2025; immediately after the offering there will be 14,028,731 common shares outstanding, excluding any shares from warrant exercises. Proceeds are earmarked for working capital and general corporate purposes, which may include fleet expansion. The company has adopted a Bitcoin treasury framework targeting up to 50% of long-term cash reserves and may use a portion of proceeds to purchase additional bitcoin, a volatile asset.
Maxim Group LLC is the sole placement agent on a reasonable best efforts basis.
Amendment No. 2 to Schedule 13D reports that Pani Corp. and its controller, Petros Panagiotis Panagiotidis, jointly hold 580,405 common shares of Robin Energy Ltd., representing approximately 4.59% of the company's outstanding common shares after a recent underwritten offering. The issuer completed a public offering that resulted in the issuance of 6,634,000 Shares (including partial exercise of an overallotment option), bringing total shares outstanding to 12,628,731. The Reporting Persons state they ceased to be beneficial owners of more than 5% of the class on September 15, 2025, solely due to this share issuance. The filing also notes that Pelagos Holdings Corp., controlled by Mr. Panagiotidis, holds 40,000 Series B Preferred Shares, each carrying the voting power of 100,000 Shares.
Robin Energy Ltd. is offering common shares and pre-funded warrants tied to its Nasdaq-listed common stock (symbol RBNE). The pre-funded warrants have a nominal exercise price of $0.001 and will not be listed, limiting their liquidity. The company qualifies as an emerging growth company and outlines significant corporate structure features including multi-class capital (Common, Series A and Series B Preferred). The prospectus discloses the April 14, 2025 spin-off from Toro Corp., which contributed $10,356,450 in cash and the prior issuances of common shares in June 2025 at $5.25 and $3.50 per share generating net proceeds of approximately $4.2M, $4.1M, $3.6M and $3.2M respectively. It warns of dilution from convertible preferreds, share price volatility, and notes the company may use offering proceeds to purchase bitcoin.
Pani Corp. and its sole shareholder, Petros Panagiotis Panagiotidis, have materially reduced their equity stake in Robin Energy Ltd. (RBNE). Amendment No. 1 to Schedule 13D discloses that between 5–7 Aug 2025 the selling stockholder disposed of 716,000 common shares under a previously filed Form F-3. The reporting persons now hold 580,405 common shares—9.68 % of RBNE’s 5,994,731 outstanding shares—down from 21.6 % on 25 Jun 2025 and 54.3 % on 17 Apr 2025.
The Form F-3 allows Pani to offer up to 1,296,405 shares via multiple channels and at variable prices, so additional sales remain possible. Although economic ownership fell below 10 %, voting influence may persist through 40,000 Series B preferred shares held separately by Pelagos Holdings, each carrying the voting power of 100,000 common shares.
- Reporting persons’ current sole/shared voting & dispositive power: 0 / 580,405 shares.
- Citizenship: Pani Corp. – Liberia; Mr. Panagiotidis – Greece.
- Purpose of transaction: portfolio disposition and potential continued secondary sales.
Signatures were executed on 7 Aug 2025 by Director Andreas Avgousti and Mr. Panagiotidis.
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