STOCK TITAN

TOP Ships Inc. (NYSE: TOPS) cancels Dubai deal and plans megayacht exit

(Neutral)
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

TOP Ships Inc. filed a prospectus supplement to its Form F-1 registration statement covering up to 50,000,000 common shares, updating the base prospectus with information from three July 2026 Form 6-K reports. These reports describe several asset and capital allocation decisions.

The company agreed to sell 100% of the shares of a special-purpose vehicle holding a contract for a 47,499 dwt ECO MR product/chemical tanker scheduled for 2029 delivery, for an aggregate price of about $6.25 million, payable at closing and expected to complete by September 30, 2026, subject to customary conditions. A special board committee of independent directors approved the sale after obtaining a fairness opinion.

TOP Ships also elected not to exercise an option to acquire a Dubai residential real estate portfolio, with the $23.5 million advance cash payment to be refunded and no further obligations under that potential deal. Management states an intention to deploy this capital, and proceeds expected from a planned sale of the 47-meter megayacht M/Y Para Bellvm, toward its core tanker business, while cautioning there is no assurance a megayacht sale will be completed or what its final terms or proceeds will be.

Positive

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Negative

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Filing Explained

The July 23 supplement updates the F-1 registration statement and incorporates three July Form 6-K reports. It covers up to 50,000,000 common shares, but this filing does not report that those shares were offered, sold, or issued.

Registered shares Up to 50,000,000 common shares Amount of common shares covered by the Form F-1 registration statement referenced in the supplement
Tanker SPV sale price about $6.25 million Aggregate price for 100% of the SPV holding a newbuilding contract for one ECO MR tanker
Tanker deadweight 47,499 dwt Deadweight tonnage of the Medium Range product/chemical tanker tied to the SPV being sold
Contract delivery year 2029 Scheduled delivery year of the ECO MR tanker under the shipbuilding contract held by the SPV
Dubai option advance $23.5 million Advance cash payment for the Dubai residential real estate portfolio to be refunded after cancelling the option
Megayacht length 47 meters Length of M/Y Para Bellvm, the megayacht TOP Ships intends to sell as it exits the sector
Megayacht guest capacity 12 guests Stated guest capacity of M/Y Para Bellvm, with additional crew of 10
ECO MR product/chemical oil tanker technical
"one very-high specification 47,499 dwt Medium Range product/chemical oil tanker"
special committee financial
"The sale was approved by a special committee composed of independent"
A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.
fairness opinion financial
"which obtained a fairness opinion with respect to the consideration paid"
A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.
letter of intent financial
"real estate assets in Dubai contemplated by the letter of intent announced"
A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.
megayacht sector technical
"decided to sell the M/Y Para Bellvm and exit the Megayacht sector"
forward-looking statements regulatory
"Matters discussed in this press release may constitute forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Offering Type supplement

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FAQ

What does TOP Ships Inc. (TOPS) register in this prospectus supplement?

TOP Ships Inc. updates its existing Form F-1 prospectus, which covers up to 50,000,000 common shares. The supplement mainly incorporates information from three Form 6-K reports filed in July 2026 into the registration statement.

What asset sale did TOP Ships Inc. (TOPS) announce on July 15, 2026?

TOP Ships agreed to sell 100% of a special-purpose vehicle holding a 2029 newbuilding contract for a 47,499 dwt ECO MR tanker to Rubico Inc. The aggregate selling price is about $6.25 million, payable at closing, expected by September 30, 2026.

How much cash will TOP Ships Inc. (TOPS) receive back from cancelling the Dubai real estate option?

By electing not to proceed with the Dubai residential real estate portfolio, TOP Ships will have its $23.5 million advance cash payment refunded. The company indicates it plans to deploy this released capital toward its tanker business.

What strategic decision did TOP Ships Inc. (TOPS) make regarding the megayacht sector?

TOP Ships decided to sell the 47-meter M/Y Para Bellvm and exit the megayacht sector. It aims to release significant capital, described as a multiple of its current market capitalization, for redeployment into its core tanker operations, though a sale is not assured.

Who approved the tanker SPV sale for TOP Ships Inc. (TOPS) and was a fairness opinion obtained?

A special committee of independent and disinterested directors approved the sale of the SPV holding the tanker newbuilding contract. The committee obtained a fairness opinion on the consideration from an independent financial advisor before approving the transaction.

Are the planned asset sales and capital redeployments by TOP Ships Inc. (TOPS) guaranteed to occur?

No. The company notes the SPV sale is subject to customary closing conditions, and the megayacht sale may not be completed. It cautions there is no assurance regarding the timing, structure, terms, or proceeds of any megayacht transaction.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-295328

 

PROSPECTUS SUPPLEMENT NO. 3

(TO PROSPECTUS DATED MAY 7, 2026)

 

Up to 50,000,000 Common Shares

 

TOP SHIPS INC.

 

This is a supplement (the “Prospectus Supplement”) to the prospectus, dated May 7, 2026 (as supplemented or amended from time to time, the “Prospectus”) of TOP Ships Inc. (the “Company”), which forms a part of the Company’s Registration Statement on Form F-1 (Registration No. 333-295328), as amended from time to time.

 

This Prospectus Supplement is being filed to update and supplement the information included in the Prospectus with the information contained in the Company’s Reports on Form 6-K, furnished to the U.S. Securities and Exchange Commission (the “Commission”) on July 15, 2026, July 16, 2026 and July 22, 2026 (the “Form 6-Ks”). Accordingly, the Form 6-Ks are attached to this Prospectus Supplement.

 

This Prospectus Supplement should be read in conjunction with, and delivered with, the Prospectus and is qualified by reference to the Prospectus except to the extent that the information in this Prospectus Supplement supersedes the information contained in the Prospectus.

 

This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements to it.

 

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

 

Neither the Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus supplement is July 23, 2026.

 

 

 

 

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: 001-37889

TOP SHIPS INC.
(Translation of registrant's name into English)

20 Iouliou Kaisara Str
19002, Paiania
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 [ X ]      Form 40-F [   ]

 

 

 

 

On July 15, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(c) Exhibit 99.1. Press release dated July 15, 2026

The information contained in this Report is hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-290238, 333-268475 and 333-267545).

 

 

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.

      TOP SHIPS INC.    
  (Registrant)
   
  
Date: July 15, 2026     /s/ Evangelos J. Pistiolis     
  Evangelos J. Pistiolis
  Chief Executive Officer
  

 

 

 

 

EXHIBIT 99.1

TOP Ships Inc. Announces Sale of ECO MR Product Tanker Newbuilding for About $6.25 million

 

 

ATHENS, Greece, July 15, 2026 (GLOBE NEWSWIRE) -- TOP Ships Inc. (the “Company”), an international owner and operator of modern, fuel efficient "ECO" tanker vessels, announced today that it has entered into an agreement with Rubico Inc to sell 100% of the issued and outstanding shares of one Marshall Island company (the “SPV”) which is a counterparty to a ship building contract for one very-high specification 47,499 dwt Medium Range product/chemical oil tanker with Guangzhou Shipyard International Company Limited, scheduled for delivery during 2029.

 

The aggregate selling price for 100% of the shares of the SPV is approximately $6.25 million, payable in full at closing. The transaction is expected to close by September 30, 2026, subject to customary closing conditions.

 

The sale was approved by a special committee composed of independent and disinterested members of the Company’s board of directors, which obtained a fairness opinion with respect to the consideration paid to acquire the SPV from an independent financial advisor.

 

About the Company

 

TOP Ships Inc. is an international owner and operator of ocean-going vessels focusing on modern, fuel-efficient eco tanker vessels transporting crude oil, petroleum products (clean and dirty) and bulk liquid chemicals. For more information about TOP Ships Inc., visit its website: www.topships.org.

 

Cautionary Note Regarding Forward-Looking Statements

 

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts, including statements regarding the sale of newbuilding tankers.

 

The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending,” and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including, without limitation, our management's examination of historical operating trends, data contained in our records, and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs, or projections. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.

 

For further information please contact:

 

Alexandros Tsirikos
Chief Financial Officer
TOP Ships Inc.
Tel: +30 210 812 8107
Email: atsirikos@topships.org

 

 

 

 

 

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: 001-37889

 

TOP SHIPS INC.
(Translation of registrant's name into English)

 

20 Iouliou Kaisara Str
19002, Paiania
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 [ X ]      Form 40-F [   ]

 

 

 

 

 

On July 16, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(c) Exhibit 99.1. Press release dated July 16, 2026

 

The information contained in this Report is hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-290238, 333-268475 and 333-267545).

 

 

 

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.

 

        TOP SHIPS INC.    
    (Registrant)
     
     
Date: July 16, 2026       /s/ Evangelos J. Pistiolis     
    Evangelos J. Pistiolis
    Chief Executive Officer
     

 

 

 

EXHIBIT 99.1

TOP Ships Inc. Cancels Dubai Real Estate Deal

 

 

ATHENS, Greece, July 16, 2026 (GLOBE NEWSWIRE) -- TOP Ships Inc. (the “Company” or “TOP Ships”) (NYSE American: TOPS), an international owner and operator of modern, fuel-efficient “ECO” tanker vessels, announced today that it has elected not to exercise its option to acquire the portfolio of residential real estate assets in Dubai contemplated by the letter of intent announced on November 28, 2025.

 

The advance cash payment of $23.5 million will be refunded to the Company in accordance with the terms of the letter of intent, and the Company will have no further obligations with respect to this potential transaction. The Company intends to deploy the capital released towards its tanker business.

 

The decision was made by the special committee of independent members of the Company’s board of directors, taking into account the continued instability in the Gulf region as well as the Company’s appetite for further growth of its tanker fleet.

 

About the Company

 

TOP Ships Inc. is an international owner and operator of ocean-going vessels focusing on modern, fuel-efficient eco tanker vessels transporting crude oil, petroleum products (clean and dirty) and bulk liquid chemicals. For more information about TOP Ships Inc., visit its website: www.topships.org.

 

Cautionary Note Regarding Forward-Looking Statements

 

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts, including statements regarding the potential deployment of capital.

 

The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending,” and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including, without limitation, our management's examination of historical operating trends, data contained in our records, and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs, or projections. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.

 

For further information please contact:

 

Alexandros Tsirikos
Chief Financial Officer
TOP Ships Inc.
Tel: +30 210 812 8107
Email: atsirikos@topships.org

 

 

 

 

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: 001-37889

 

TOP SHIPS INC.
(Translation of registrant's name into English)

 

20 Iouliou Kaisara Str
19002, Paiania
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 [ X ]      Form 40-F [   ]

 

 

 

 

 

On July 22, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(c) Exhibit 99.1. Press release dated July 22, 2026

 

The information contained in this Report is hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-290238, 333-268475 and 333-267545).

 

 

 

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.

 

        TOP SHIPS INC.    
    (Registrant)
     
     
Date: July 22, 2026       /s/ Evangelos J. Pistiolis     
    Evangelos J. Pistiolis
    Chief Executive Officer
     

 

 

 

EXHIBIT 99.1

TOP Ships Inc. Announces Decision to Sell M/Y Para Bellvm and Exit the Megayacht Sector

 

 

ATHENS, Greece, July 22, 2026 (GLOBE NEWSWIRE) -- TOP Ships Inc. (the “Company” or “TOP Ships”) (NYSE American: TOPS), an international owner and operator of modern, fuel-efficient “ECO” tanker vessels, announced today that it has decided to sell the M/Y Para Bellvm and exit the Megayacht sector. The M/Y Para Bellvm is a 47-meter yacht built in 2023 at the Sanlorenzo shipyard, with capacity for 12 guests and a crew of 10.

 

The Company intends to pursue the sale of the M/Y Para Bellvm with the objective of releasing significant capital, expected to be a multiple of the Company’s current market capitalization, for redeployment towards its core tanker business.

 

There can be no assurance that a sale will be completed, or as to its timing, structure, terms or the proceeds ultimately realized. Any transaction would be subject to the negotiation and execution of definitive agreements, the consent of relevant counterparties and financiers, and customary conditions.

 

About the Company

 

TOP Ships Inc. is an international owner and operator of ocean-going vessels focusing on modern, fuel-efficient eco tanker vessels transporting crude oil, petroleum products (clean and dirty) and bulk liquid chemicals. For more information about TOP Ships Inc., visit its website: www.topships.org.

 

Cautionary Note Regarding Forward-Looking Statements

 

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts, including statements regarding the intended divestment of the Company’s megayacht, the estimated proceeds and potential equity release that may be realized in connection with a divestment, and the redeployment of capital.

 

The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending,” and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including, without limitation, our management's examination of historical operating trends, data contained in our records, and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs, or projections. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.

 

For further information please contact:

 

Alexandros Tsirikos
Chief Financial Officer
TOP Ships Inc.
Tel: +30 210 812 8107
Email: atsirikos@topships.org