Filed Pursuant to Rule 424(b)(3)
Registration No. 333-295328
PROSPECTUS SUPPLEMENT NO. 1
(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 Report on Form 6-K, furnished to the U.S. Securities
and Exchange Commission (the “Commission”) on May 15, 2026 (the “Form 6-K”). Accordingly, the Form 6-K is 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 May 15, 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 May 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
May 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 May 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:
May 15, 2026 | | /s/
Evangelos J. Pistiolis |
| | | Evangelos
J. Pistiolis |
| | | Chief
Executive Officer |
| | | |
EXHIBIT 99.1
TOP Ships Inc. Elects Not to Proceed with Previously
Announced $10m Public Offering
ATHENS, Greece, May 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 elected not to proceed
with its previously announced public equity offering and has withdrawn the related registration statement on form F-1 (File No. 333-295332),
initially filed with the U.S. Securities and Exchange Commission on April 27, 2026 (the “Registration Statement”).
The Company decided to withdraw the Registration Statement because the Company
has determined at this time not to proceed with the offering contemplated in the Registration Statement. As the Registration Statement
was never declared effective, no securities were sold in connection with the offering contemplated in the Registration Statement.
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.
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
