TOP Ships Inc. filings document the disclosure record of a foreign private issuer operating an ECO tanker fleet. Form 20-F and Form 6-K reports cover vessel operations, time charter agreements, fleet valuation disclosures, annual reporting, material press releases and registration-statement incorporation.
The company’s regulatory filings also describe equity purchase and registration rights arrangements, sale-leaseback financing, shareholder meeting results, auditor ratification, director elections, reverse stock split authorization, governance approvals, risk factors and capital-structure disclosures. These records connect the company’s shipping operations with its public-company financing, governance and reporting obligations.
TOP Ships Inc. seeks to register for resale by selling shareholders up to 40,583,330 common shares, assuming the Second Closing has occurred. The shares include shares issuable upon conversion of notes, shares underlying warrants and commitment shares. TOP Ships will receive no proceeds from sales by selling shareholders; it may receive proceeds from cash exercises of warrants, for general corporate purposes.
On October 28, 2026, TOP Ships issued senior convertible notes with $5,555,555.56 aggregate principal and warrants to purchase 1,984,126 common shares at $2.80 per share. A second closing, subject to Purchase Agreement conditions, may include another $5,555,555.56 of notes, warrants with an aggregate initial cash exercise price of $5,555,555.56, and commitment shares or pre-funded warrants. Notes bear 8.00% annual interest if paid in cash or 10.00% if paid in common shares; they mature 12 months after issuance, with an issuer option to extend to 18 months and increase principal by 5%. The shares covered represent approximately 3,039% of 1,335,278 common shares outstanding as of November 6, 2026. TOP Ships effected a one-for-ten reverse stock split on that date.
TOP Ships' prospectus supplement covers up to 50,000,000 common shares and updates information about a private placement of senior convertible notes and Class D warrants to an institutional investor. The initial closing was completed October 28, 2026: TOP Ships received $5,000,000 for notes with $5,555,555.56 aggregate principal, warrants to purchase an aggregate of $5,555,555.56 of common shares, and 992,064 commitment shares.
A second closing would provide another $5,000,000 for notes with $5,555,555.56 aggregate principal and additional warrants, subject to conditions including a prior-day share closing price of at least $1.00, five-day average daily dollar trading volume of at least $200,000, and initial-note principal below $2,500,000. Notes bear 8.0% annual interest if paid in cash or 10.0% if paid in common shares; the initial notes have a $0.28 fixed conversion price. They mature 12 months after issuance, with a company option to extend six months and increase principal by 5.0%. TOP Ships says proceeds are for working capital, subject to restrictions on certain uses.
TOP Ships Inc. completed the initial private-placement closing, issuing Senior Convertible Notes with $5,555,555.56 aggregate principal, Class D warrants and 992,064 commitment shares for $5,000,000 in gross proceeds. The stated initial warrant terms cover 19,841,269 common shares at $0.28 each. Notes bear 8.0% annual interest if paid in cash or 10.0% if paid in shares, mature 12 months after issuance, and may be extended to 18 months with a 5.0% principal increase. The Initial Notes’ fixed conversion price is $0.28; alternate pricing is 85.0% of the lowest daily volume-weighted average price over the preceding 10 trading days, subject to a $0.50 floor.
A second closing, if it occurs, would include another $5,555,555.56 in note principal for $5,000,000 in gross proceeds. Conditions include a prior-day share closing price of at least $1.00, average daily dollar trading volume of at least $200,000 over the prior five trading days, and Initial Notes principal below $2,500,000. Net proceeds are for working capital. TOP Ships agreed to file an initial resale registration statement within 20 calendar days after the Initial Closing; Maxim Group LLC is the exclusive placement agent and receives a 6.0% fee on aggregate purchase price.
TOP Ships Inc. reported that the reporting persons’ beneficial ownership percentages decreased following the company’s issuance of 992,064 Common Shares on October 28, 2026, as commitment shares pursuant to the SPA.
As of October 29, 2026, Family Trading Inc. and 3 Sororibus Trust each may be deemed to beneficially own 2,930,718 shares, or 21.95%; the trust’s reported ownership relates to shares held by Family Trading, not a separate block. President, Chief Executive Officer and Director Evangelos J. Pistiolis may be deemed to own 440,711 shares, or 3.30%. The company reported 13,352,783 Common Shares issued and outstanding as of that date. The reporting persons state that if they were deemed a Section 13(d) group, they would own 3,371,429 shares, or 25.25%, while expressly disclaiming that they constitute a group.
The prospectus supplement’s cover lists up to 50,000,000 Common Shares. TOP Ships’ board determined to effect a 1-for-10 reverse split at the opening of trading on November 6, 2026. Every 10 issued and outstanding Common Shares will convert into 1, with no change to par value or the total number of authorized Common Shares. Shareholders’ ownership percentages will not change except through fractional-share cancellations. Fractional entitlements will be paid in cash based on the November 5, 2026 closing price, adjusted as appropriate. Holders through book entry, a bank, broker or nominee do not need to take action.
TOP Ships reports tanker operating fleet capacity of 857,000 dwt and contracts for 10 50,000 dwt MR tankers scheduled for delivery from the second quarter of 2028 through the fourth quarter of 2029. It has also entered into an agreement to acquire four shipowning companies with contracts for four high-specification 50,000 dwt MR tankers scheduled for delivery from the second quarter of 2029 through the first quarter of 2030; closing is subject to customary conditions and the seller’s successful conclusion of financings.
TOP Ships Inc. (TOPS) announced that its board has determined to effect a 1-for-10 reverse stock split at the opening of trading on November 6, 2026. Every 10 issued and outstanding Common Shares will convert into one issued and outstanding Common Share. The split will not change par value per share, the total number of authorized Common Shares, or voting rights. Fractional entitlements will be paid in cash based on the November 5, 2026 closing price, adjusted as appropriate. Holders with shares in book-entry form or through a bank, broker, or nominee are not required to take action.
The company reports contracts for ten 50,000 dwt MR newbuilding tankers scheduled for delivery from the second quarter of 2028 through the fourth quarter of 2029. A share purchase agreement for four shipowning companies with contracts for four high-specification 50,000 dwt MR tankers is subject to customary closing conditions and the successful conclusion of financings by the seller.
TOP Ships’ prospectus supplement identifies up to 50,000,000 common shares and updates its prospectus with an amendment to a related-party transaction. On September 30, 2026, TOP Ships entered into an agreement with Rubico Inc., a related party, concerning the balance from Rubico’s acquisition of Roman Shark V Inc. for a $6.5 million purchase price; $2.8 million was settled in cash, leaving $3.7 million outstanding. The balance, originally due September 30, 2026, was extended to October 31, 2026 and may be settled in cash or, at Rubico’s election, in newly-issued shares of Rubico’s existing Series G Convertible Preferred Shares.
On September 30, 2026, TOP Ships Inc. (TOPS) amended its related-party transaction with Rubico Inc. concerning Rubico’s acquisition of Roman Shark V Inc. for an aggregate purchase price of $6.5 million under a Share Purchase Agreement dated July 27, 2026. Of that amount, $2.8 million has been settled in cash, leaving a $3.7 million balance owed to TOP Ships.
The balance, originally due September 30, 2026, is now due October 31, 2026 and may be settled in cash or, at Rubico’s election, in newly issued shares of Rubico’s existing series of Series G Convertible Preferred Shares. Roman Shark V is party to a shipbuilding contract for one 47,499 dwt MR chemical/product oil tanker.
TOP Ships' prospectus supplement lists up to 50,000,000 common shares and reports an agreement to acquire all shares of four shipowning companies for approximately $34.95 million, payable by December 31, 2026. The seller is affiliated with the family of CEO Evangelos J. Pistiolis. Closing is subject to customary conditions and the successful closing of lease financing agreements arranged by the seller.
Each company has a shipbuilding contract for a 49,940 dwt ice class 1A MR tanker, with aggregate installments of $49.5 million per contract. Deliveries are scheduled from June 2029 through March 2030. The tankers have firm seven-year time charters starting at delivery, with options to extend for up to three years. The company estimates potential gross revenue backlog of $316.9 million from the four charters if all extensions are exercised. Upon closing, it says total potential gross revenue backlog, including operating-fleet and 50% joint-venture vessel charters and optional periods, would be approximately $1.24 billion. The SPVs are finalizing lease financing agreements arranged by the seller to cover approximately 85% of shipbuilding installments.
TOP Ships Inc. agreed to acquire all issued and outstanding shares of four shipowning SPVs from Central Mare Inc., a company affiliated with the family of CEO Evangelos J. Pistiolis, for approximately $34.95 million, payable by December 31, 2026. Each SPV holds a shipbuilding contract for one 49,940 dwt ice class 1A MR product tanker, scheduled for delivery in June 2029, September 2029, December 2029 and March 2030. Closing is subject to customary conditions and successful closing of lease financing arranged by the seller.
The SPVs have finalized principal terms for seven-year firm time charters with a major oil trader, starting at delivery, with options to extend up to three years. Assuming all extensions are exercised, the four charters represent potential gross revenue backlog of about $316.9 million. The SPVs are finalizing lease financing covering approximately 85% of shipbuilding installments. Upon closing, total potential gross revenue backlog including operating-fleet charters and TOP Ships’ 50% share of joint-venture vessel backlog, with optional periods, is projected at approximately $1.24 billion. A special committee of independent and disinterested directors approved the transaction and obtained a fairness opinion.