Robin Energy Ltd SEC Filings

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.

Robin Energy Ltd (NASDAQ: RBNE) has announced a direct offering of 1,020,000 common shares to institutional investors at $3.50 per share, aiming to raise approximately $3.57 million. The offering price represents a significant discount from the June 24, 2025 closing price of $4.85 per share.

Key offering details:

• Net proceeds of approximately $3.32 million after deducting placement agent fees
• Maxim Group LLC serving as sole placement agent with 7% fee
• Delivery expected around June 25, 2025

The company's public float was valued at $51.5 million as of June 20, 2025, based on 3,678,326 non-affiliate shares. Under Form F-3 restrictions, Robin Energy is limited to selling no more than one-third of its public float in any 12-month period while float remains below $75 million. The company has already sold $13.59 million in securities during the past 12 months under this provision.

Robin Energy Ltd has announced a registered direct offering of 1,020,000 common shares at $3.50 per share, expected to raise approximately $3.6 million in gross proceeds before deducting placement agent fees and expenses.

The offering, scheduled to close on June 25, 2025, is being conducted pursuant to an effective registration statement on Form F-3 (File No. 333-286726) filed with the SEC. The company has entered into a securities purchase agreement with institutional investors for this transaction.

Key documents filed with this 6-K include:

• Placement Agency Agreement
• Securities Purchase Agreement
• Legal Opinion from Seward & Kissel LLP
• Press Release announcing the offering

The filing has been incorporated by reference into the company's Registration Statement on Form F-3, and was signed by Petros Panagiotidis, Chairman and CEO.