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 February 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 [ ]
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On February 23, 2026, the Registrant issued a press release relating to the
acquisition of Chemical/Product Oil Tankers, a copy of which is attached hereto as Exhibit 99.1.
The form of Certificate of Designation of Rights, Preferences and Privileges
of Series G Perpetual Convertible Preferred Shares (the “Series G Preferred Shares”) is attached hereto as Exhibit 99.2.
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).
The Share Purchase Agreement
On February 18, 2026, TOP Ships Inc. (the “Company”) entered into
a Share Purchase Agreement (the “SPA”) with Central Mare Inc. (the “Seller”), an affiliate of the Company’s
Chief Executive Officer, to purchase 500 registered shares of each of Roman Shark I Inc., Roman Shark II Inc., Roman Shark III Inc., Roman
Shark IV Inc., Roman Shark V Inc., Roman Shark VI Inc., Roman Shark VII Inc., Roman Shark VIII Inc., and Roman Shark X Inc. (the “SPVs”),
representing all of the issued and outstanding shares of the SPVs. Each of the SPVs has entered into a shipbuilding contract, dated February
3, 2026, with Guangzhou Shipyard International Company Limited and China Shipbuilding Trading Co., Ltd. for the purchase of nine 47,499
dwt chemical/product oil carrier each. These tankers are scheduled for delivery during 2028 and 2029.
The purchase price for all of the shares of the SPVs is $41.1 million (the
“Purchase Price”) of which $6.0 million was paid in cash upon the execution of the SPA, with $15.0 million payable on the
closing of the acquisition of the SPVs no later than March 31, 2026 and the remaining balance of the Purchase Price, $20.1 million, to
be paid no later than April 15, 2026. The Seller may demand the payment of unpaid installments of the Purchase Price for the SPVs in the
form of newly-issued Series G Preferred Shares, the terms of which are described below.
The Seller has also secured time charter employment with a major oil trader
for all nine vessels, starting from their delivery and for a firm duration of seven years, with charterer’s option to extend for
four additional years. The total potential gross revenue backlog from these contracts, including optional years, is about $679 million.
As a condition to closing of the acquisition of the SPVs, the SPVs will enter
into definitive sale and leaseback financing agreements (“Financings”) with two major Chinese leasing companies, including
ABC Financial Leasing Co., Ltd. or its controlled subsidiaries. The Financings are expected to be in an aggregate amount of 85% of the
pre-delivery installments payable under the shipbuilding contracts for the nine newbuilding tanker vessels. The aggregate amount of pre-delivery
installments payable under the nine shipbuilding contracts is $406.8 million. The Financings are expected to bear an effective interest
rate of Term SOFR plus a margin of 1.80%. Under the Financings, upon delivery of each vessel we expect to make quarterly installment payments
of $0.5 million per vessel over a period of 10 years with a balloon payment of $18.2 million for each vessel payable together with the
last installment. The Financings were arranged by the Seller and their consummations are subject to customary closing conditions, including
the Company’s corporate guarantee in favor of the leasing companies.
The acquisitions were approved by a special committee composed of independent
and disinterested members of the Company’s board of directors, (the “Transaction Committee”). The Transaction Committee
obtained a fairness opinion relating to the consideration of this transaction from an independent financial advisor.
Supplemental Risk Factors
We have issued common shares in the past through various
transactions and we may do so in the future without shareholder approval, which may dilute our existing shareholders, depress the trading
price of our securities and impair our ability to raise capital through subsequent equity offerings.
We have already sold large quantities of our common shares
and securities convertible into common shares, pursuant to previous public and private offerings of our equity and equity-linked securities.
We currently have an effective registration statement on Form F-3 (333-290238), for the registered sale of $200 million of our securities.
In addition, our outstanding October 2022 Warrants are
exercisable to purchase up to 89,393 common shares at an exercise price of $81.00 per share, our outstanding Class C Warrants are exercisable
to purchase up to 561,991 common shares at an exercise price of $16.20 per share and our outstanding February 2023 Warrants are exercisable
to purchase up to 837,094 common shares at an exercise price of $16.20 per share.
Purchasers of the common shares we sell, as well as
our existing shareholders, will experience significant dilution if we sell shares at prices significantly below the price at which they
invested. In addition, we may issue additional common shares or other equity securities of equal or senior rank in the future in connection
with, among other things, debt prepayments, future vessel acquisitions, or any future equity incentive plan, without shareholder approval,
in a number of circumstances.
Further, as contemplated by the Share Purchase Agreement
dated as of February 20, 2026 (the “SPA”), between the Registrant and Central Mare Inc. (the “Seller”), the Seller
may under certain circumstances demand payment in the form of Series G Preferred Shares. The Series G Preferred Shares would, if issued,
be convertible into common shares. As of the date of this report on Form 6-K, there are no Series G Preferred Shares outstanding. For
a description of the Series G Preferred Shares, see the section entitled “Description of Series G Perpetual Convertible Preferred
Shares” below. Further, the form of Statement of Designation of the Series G Preferred Shares is appended to the SPA, which is
filed as an exhibit hereto.
Our issuance of additional shares of common shares or other equity securities of equal or senior rank would
have the following effects:
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Our existing common shareholders’ proportionate ownership interest in us will decrease; |
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the amount of cash available for dividends payable per common share may decrease; |
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the relative voting strength of each previously outstanding common share may be diminished; and |
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the market price of our common shares may decline. |
The market price of our common shares could decline
due to sales, or the announcements of proposed sales, of a large number of common shares in the market, including sales of common shares
by our large shareholders or by holders of securities convertible into common shares, or the perception that these sales could occur.
These sales or the perception that these sales could occur could also depress the market price of our common shares and impair our ability
to raise capital through the sale of additional equity securities or make it more difficult or impossible for us to sell equity securities
in the future at a time and price that we deem appropriate. We cannot predict the effect that future sales of common shares or other
equity-related securities would have on the market price of our common shares.
Our Third Amended and Restated Articles of Incorporation,
as amended, authorizes our Board of Directors to, among other things, issue additional shares of common or preferred stock or securities
convertible or exchangeable into equity securities, without shareholder approval. We may issue such additional equity or convertible
securities to raise additional capital. The issuance of any additional shares of common or preferred stock or convertible securities
could be substantially dilutive to our shareholders. Moreover, to the extent that we issue restricted stock units, stock appreciation
rights, options or warrants to purchase our common shares in the future and those stock appreciation rights, options or warrants are
exercised or as the restricted stock units vest, our shareholders may experience further dilution. Holders of shares of our common shares
have no preemptive rights that entitle such holders to purchase their pro rata share of any offering of shares of any class or series
and, therefore, such sales or offerings could result in increased dilution to our shareholders.
Issuance of preferred shares, such as our Series G
Preferred Shares may adversely affect the voting power of our common shareholders, have a dilutive effect on them and have the effect
of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares.
Our Third Amended and Restated Articles of
Incorporation currently authorizes our Board of Directors to issue preferred shares in one or more series and to determine the
rights, preferences, privileges and restrictions, with respect to, among other things, dividends, conversion, voting, redemption,
liquidation and the number of shares constituting any series without shareholders’ approval. As contemplated by the SPA, we
may be required to issue Series G Preferred Shares to the Seller, which would have voting rights superior to those of the common
shares. If our Board of Directors determines to issue preferred shares, such issuance may discourage, delay or prevent a merger or
acquisition that shareholders may consider favorable. The issuance of preferred shares with voting and conversion rights may also
adversely affect the voting power of the holders of common shares. This could substantially impede the ability of public
shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and
our shareholders' ability to realize any potential change of control premium.
Description of Series G Perpetual Convertible Preferred
Shares
As contemplated by the SPA, the
Seller may under certain circumstances demand the payment of the purchase price for the vessel-owning companies in the form of newly-issued
Series G Preferred Shares.
As of the date of this report
on Form 6-K, no Series G Preferred Shares are outstanding.
The Series G Preferred Shares
have the following characteristics:
Conversion. The Company
has the right, at any time and from time to time, subject to certain conditions, to convert in whole or in part (pro rata among the holders
of Series G Preferred Shares) the Series G Preferred Shares then held by such holders into Common Shares at the conversion rate then in
effect.
Each Series G Preferred Share
is convertible into the number of the Registrant’s Common Shares equal to the quotient of $1,000 plus any accrued and unpaid dividends
divided by the lesser of the following four prices (the “Series G Conversion Price”): (i) 120% of the closing price of our
common shares on the trading day immediately preceding the first issuance of Series G Preferred Shares, (ii) 80% of the lowest daily VWAP
of the common shares over the twenty consecutive trading days expiring on the trading day immediately prior to the date of delivery of
a conversion notice, (iii) the conversion price or exercise price per share of any of our then outstanding convertible shares or warrants,
(iv) the lowest issuance price of the common shares in any transaction from the date of the issuance of the Series G Preferred Shares
onwards, but in no event will the Series G Conversion Price be less than $0.60 (the “Floor Price”). The Floor Price is adjusted
(decreased) in case of splits or subdivisions of our outstanding shares and is not adjusted in case of reverse stock splits or combinations
of our outstanding shares. Finally, the Series G Conversion Price is subject to appropriate adjustment in the event of certain dividends
and distributions, stock combinations, reclassifications or similar events affecting the Common shares.
Limitations of Conversion. Holders
of the shares of Series G Preferred Shares shall be entitled to convert the Series G Preferred Shares in full, regardless of the beneficial
ownership percentage of the holder after giving effect to such conversion.
Voting. The holders of
Series G Preferred Shares are entitled to the voting power of one thousand (1,000) of our common shares per Series G Preferred Share,
provided that no holder of Series G Preferred Shares may exercise voting rights pursuant to Series G Preferred Shares that would result
in the aggregate voting power of any beneficial owner of such shares and its affiliates (whether pursuant to ownership of Series G Perpetual
Convertible Preferred Shares, Common Shares or otherwise) to exceed 19.99% of the total number of votes eligible to be cast on any matter
submitted to a vote of our shareholders. The holders of Series G Preferred Shares and the holders of our common shares shall vote together
as one class on all matters submitted to a vote of our shareholders. The holders of Series G Preferred Shares otherwise have no special
voting rights and their consent shall not be required for taking any corporate action.
Distributions. The
holders of Series G Preferred Shares are entitled to receive certain dividends and distributions paid to holders of common shares on an
as-converted basis. Upon any liquidation, dissolution or winding up of the Company, the holders of Series G Preferred Shares shall be
entitled to receive the net assets of our Company pari passu with the common shares.
Redemption. We at
our option shall have the right to redeem a portion or all of the outstanding Series G Preferred Shares. We shall pay an amount equal
to one thousand dollars ($1,000) per each Series G Preferred Share (the “Liquidation Amount”), plus a redemption premium
equal to fifteen percent (15%) of the Liquidation Amount being redeemed if that redemption takes place up to and including the first
anniversary of the first issuance of Series G Preferred Shares and twenty percent (20%) of the Liquidation Amount being redeemed if that
redemption takes place after the first anniversary of the first issuance of Series G Preferred Shares (collectively referred to as the
“Redemption Amount”). In order to make a redemption, we shall first provide one business day advance written notice to the
holders. Upon the expiration of the one business day period, we shall deliver to each holder the Redemption Amount with respect to the
amount redeemed.
The Series G Preferred Shares
shall not be subject to redemption in cash at the option of the holders thereof under any circumstance.
Dividends. The holders
of outstanding Series G Preferred Shares shall be entitled to receive out of funds legally available for the purpose, semi-annual dividends
payable in cash on the last day of June and December in each year (each such date being referred to herein as a “Semi Annual Dividend
Payment Date”), commencing on the first Semi Annual Dividend Payment Date in an amount per share (rounded to the nearest cent)
equal to fifteen percent (15%) per year of the liquidation amount of the then outstanding Series G Preferred Shares computed on the basis
of a 365-day year and the actual days elapsed.
Accrued but unpaid dividends
shall bear interest at fifteen percent (15%). Dividends paid on the Series G Preferred Shares in an amount less than the total amount
of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. Our Board of Directors may fix a record date for the determination of holders of Series G Preferred Shares
entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to
the date fixed for the payment thereof.
Transfer Restrictions.
The Series G Preferred Shares will be transferable without the consent of the Company, provided the holders of Series G Preferred Shares
and their direct and indirect transferees are subject to the transfer restrictions of the Share Purchase Agreement, including that the
Series G Preferred Shares shall not be sold or traded on any securities exchange or public market until March 15, 2028 and any transferee
must agree to be bound by such terms. Any Common Shares issued on conversion of the Series G Perpetual Convertible Preferred Shares will
be subject to the same transfer restrictions under the Share Purchase Agreement.
Ranking. All shares of
Series G Preferred Shares shall rank pari passu with all classes of our common shares.
The description of the Series G Preferred Shares is subject
to and qualified in its entirety by reference to the SPA and Certificate of Designation of the Series G Preferred Shares.
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.
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TOP SHIPS INC. |
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(Registrant) |
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| Date: February 23, 2026 |
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/s/ Evangelos J. Pistiolis |
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Evangelos J. Pistiolis |
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Chief Executive Officer |
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EXHIBIT 99.1
TOP Ships Inc. Announces Agreement to Acquire Nine ECO MR Product Tanker Newbuildings with Time Charter Employment and Potential Gross Revenue Backlog of about $679 million
ATHENS, Greece, Feb. 23, 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 an entity affiliated with the Company’s Chief Executive Officer, (“the Seller”), to acquire 100% of the issued and outstanding shares of nine Marshall Islands companies (the “SPVs”), counterparties to ship building contracts for nine very-high specification 47,499 dwt Medium Range (“MR”) product/chemical oil tankers with Guangzhou Shipyard International Company Limited, scheduled for delivery during 2028 and 2029.
The ship building contracts’ effectiveness is subject to the issuance of customary refund guarantees and the acquisition of the SPVs is subject to conclusion of financing arrangements. Specifically, the SPVs are currently finalizing lease financing agreements (the “Financings”) with two major Chinese leasing companies, one being ABC Financial Leasing Co., Ltd. or its controlled entities, covering the majority of the ship building contracts’ price for all nine vessels. The Financings were arranged by the Seller and their conclusion is subject to customary closing conditions, including the provision of the Company’s corporate guarantee to the leasing companies.
The Seller has also secured time charter employment with a major oil trader, for all vessels, starting from their delivery and for a firm duration of seven years, with charterer’s option to extend for four additional years.
The total potential gross revenue backlog from these contracts, including optional years, is about $679 million.
The Company has agreed to acquire the shares of all SPVs for an aggregate purchase price of about $41 million and due to the related party nature of the acquisition, the transaction was approved by a special committee composed of independent members of the Company's board of directors, (the “Transaction Committee”). The Transaction Committee obtained a fairness opinion relating to the consideration of this transaction 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 potential acquisition 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
Exhibit 99.2
CERTIFICATE OF DESIGNATION OF
RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES G
PERPETUAL CONVERTIBLE PREFERRED
SHARES
OF
TOP SHIPS INC.
The undersigned, Evangelos J. Pistiolis does hereby
certify:
1. That he is the duly elected and acting Chief
Executive Officer and President of TOP Ships Inc., a Marshall Islands corporation (the “Company”).
2. That pursuant to the authority conferred by
the Company’s Third Amended and Restated Articles of Incorporation, as amended, the Company’s Board of Directors (the “Board”)
on [●], 2026 adopted the following resolution designating and prescribing the relative rights, preferences and limitations of the
Company’s Series G Perpetual Convertible Preferred Shares:
RESOLVED, that pursuant to the authority
vested in the Board by the Third Amended and Restated Articles of Incorporation, as amended, the Board does hereby establish a series
of preferred stock, par value $0.01 per share, and the designation and certain powers, preferences and other special rights of the shares
of such series, and certain qualifications, limitations and restrictions thereon, are hereby fixed as follows:
Section 1. Designation and
Amount. The shares of such series shall be designated as “Series G Perpetual Convertible Preferred Shares”. The
Series G Perpetual Convertible Preferred Shares shall have a par value of $0.01 per share, and the number of shares constituting such
series shall consist of [●] shares.
Section 2. Issuance.
The Series G Perpetual Convertible Preferred Shares are to be issued to Central Mare Inc. (“Central Mare”) pursuant
to the Share Purchase Agreement, dated as of February [●], 2026 between Central Mare and the Company (the “Share Purchase
Agreement”).
Section 3. Dividends and
Distributions.
(a) Subject to the prior and
superior right of the holders of any shares of any series of preferred stock ranking prior and superior to the Series G Perpetual Convertible
Preferred Shares with respect to dividends, the holders of Series G Perpetual Convertible Preferred Shares shall be entitled to receive
out of funds legally available for the purpose, semi-annual dividends payable in cash on the last day of June and December in each year
(each such date being referred to herein as a “Semi Annual Dividend Payment Date”), commencing on the first Semi Annual
Dividend Payment Date in an amount per share (rounded to the nearest cent) equal to fifteen percent (15%) per year of the Liquidation
Amount (as defined below) of the then outstanding Series G Perpetual Convertible Preferred Shares (computed on the basis of a 365-day
year and the actual days elapsed).
(b) Accrued but unpaid dividends
shall bear interest at fifteen percent (15%). Dividends paid on the Series G Perpetual Convertible Preferred Shares in an amount less
than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share
basis among all such shares at the time outstanding. The Board may fix a record date for the determination of holders of Series G Perpetual
Convertible Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no
more than 30 days prior to the date fixed for the payment thereof.
(c) Dividends will not be payable
in cash, if such payment violates any provision of any senior secured facility that the Company has entered (or as the case may be) will
enter into, or has provided (or as the case may be) will provide a guarantee for, for as long as said provisions remain in effect.
Section 4. Voting Rights.
The holders of Series G Perpetual Convertible Preferred Shares shall have the following voting rights:
(a) Each Series G Perpetual Convertible
Preferred Share shall entitle the holder thereof to the voting power one thousand (1,000) common shares of the Company, par value $0.01
per shares (the “Common Shares”), provided however, that no holder of Series G Perpetual Convertible Preferred Shares
may exercise voting rights pursuant to Series G Perpetual Convertible Preferred Shares that would result in the aggregate voting power
of any beneficial owner of such shares and its affiliates (whether pursuant to ownership of Series G Perpetual Convertible Preferred
Shares, Common Shares or otherwise) to exceed [19.99]% of the total number of votes eligible to be cast on any matter submitted to a
vote of shareholders of the Corporation. For purposes of this Section 3(a), a holder of Series G Perpetual Convertible Preferred Shares
shall include each “beneficial owner” of such Series G Perpetual Convertible Preferred Shares, as determined in accordance
with Section 13d-3 of the Securities Exchange Act of 1934, as amended, together with any person or entity that, directly or indirectly
through one or more intermediaries, controls, or is controlled by, or is under common control with, such beneficial owner.
(b) Except as otherwise provided
herein or by law, the holders of Series G Perpetual Convertible Preferred Shares and the holders of Common Shares shall vote together
as one class on all matters submitted to a vote of stockholders of the Company.
(c) Except as required by law,
holders of Series G Perpetual Convertible Preferred Shares shall have no special voting rights and their consent shall not be required
(except to the extent they are entitled to vote with holders of Common Shares as set forth herein) for taking any corporate action.
Section 5. Reserved.
Section 6. Reacquired Shares.
Any Series G Perpetual Convertible Preferred Shares converted pursuant to Section 9 hereof, or purchased or otherwise acquired by the
Company in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof and may not be reissued.
Section 7. Liquidation,
Dissolution or Winding Up.
(a) Upon any liquidation, dissolution
or winding up of the Company, including the merger, consolidation or reorganization of the Company into or with another entity through
one or a series of related transactions, or the sale, transfer or lease of all or substantially all of the assets of the Company, whether
voluntary or involuntary, except any sale of all, or substantially all, of the maritime vessels of the Company in which the proceeds
of such sales are used to acquire other maritime vessels (collectively, a “Liquidation”), the holders of Series G
Perpetual Convertible Preferred Shares shall be entitled to receive the net assets of the Company pari passu with the Common Shares.
Section 8. Redemption.
(a) The Company at its option
shall have the right to redeem (unless otherwise prevented by law), a portion or all of the outstanding Series G Perpetual Convertible
Preferred Shares. The Company shall pay an amount equal to one thousand dollars ($1,000) per share of Series G Perpetual Convertible
Preferred Shares (the “Liquidation Amount”), plus a redemption premium equal to fifteen percent (15%) of the Liquidation
Amount being redeemed if that redemption takes place up to and including [●]1
and twenty percent (20%) of the Liquidation Amount being redeemed if that redemption takes place after [●]2,
plus an amount equal to any accrued and unpaid dividends on such Series G Perpetual Convertible Preferred Shares (collectively referred
to as the “Redemption Amount”). In order to make a redemption, the Company shall first provide one (1) business day
advance written notice to the holders of its intention to make a redemption (the “Redemption Notice”) setting forth
the amount it desires to redeem. Upon the expiration of the one (1) business day period, the Company shall deliver to each holder the
Redemption Amount with respect to the amount redeemed after giving effect to conversions effected during the notice period.
(b) The Series G Perpetual Convertible
Preferred Shares shall not be subject to redemption in cash at the option of the holders thereof under any circumstances.
1 One year from first issuance
2 One year from first issuance
Section 9. Conversion.
(a) The Series G Perpetual Convertible
Preferred Shares outstanding at any time shall be convertible, at any time and from time to time, in whole or in part (pro rata
among the holders of Series G Perpetual Convertible Preferred Shares), at the option of the Company, by providing written notice of conversion
to such holders, into such number of fully paid and non-assessable Common Shares, determined by dividing the Liquidation Amount of each
Series G Perpetual Convertible Preferred Share plus an amount equal to any accrued and unpaid dividends on such Series G Perpetual Convertible
Preferred Shares (in total, the “Conversion Amount”) by the then applicable Conversion Price (as hereinafter below).
For the purposes hereof,
the term “Conversion Price” in respect of each conversion shall mean the lesser of (i) $[●]3
(the “Fixed Conversion Price”), (ii) 80% of the lowest daily volume weighted average price of the Company’s
Common Shares (as reported by Bloomberg) over the twenty (20) consecutive Trading Days (as defined below) expiring on the Trading Day
immediately prior to the date of delivery of such Conversion Notice (as defined below), (iii) the conversion price or exercise price
per share of any of the Company’s then outstanding convertible shares or warrants, (iv) the lowest issuance price of the Company’s
common shares in any transaction from the date of the issuance the Series G Perpetual Preferred Shares onwards, but in any case not less
than $0.60 (the “Floor Price”). “Trading Day” means any day on which the principal United States securities
exchange or trading market where the Common Shares is then listed or traded is open for business.
(b) Before the Company shall
be entitled to convert Series G Perpetual Convertible Preferred Shares into Common Shares pursuant to Section 9(a) hereof, the Company
shall give written notice to to each holder of Series G Perpetual Convertible Preferred Shares of the election to convert Series G Perpetual
Convertible Preferred Shares, the number of Series G Perpetual Convertible Preferred Shares to be converted, the number of Series G Perpetual
Convertible Preferred Shares owned subsequent to the conversion at issue, and the name in which the certificate for Common Shares are
to be issued (each, a “Conversion Notice”). No ink-original Conversion Notice shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Conversion Notice form be required. The calculations and entries set forth
in the Conversion Notice shall control in the absence of manifest or mathematical error. To effect conversions of Series G Perpetual
Convertible Preferred Shares, a bolder shall not be required to surrender the certificate(s) representing the Series G Perpetual Convertible
Preferred Shares to the Corporation unless all of the Series G Perpetual Convertible Preferred Shares represented thereby are so converted,
in which case such holder shall deliver the certificate representing such Series G Perpetual Convertible Preferred Shares promptly following
the completion of the conversion at issue.
(c) Series G Perpetual Convertible
Preferred Shares converted into Common Shares or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued.
The Company shall, as soon as practicable after delivery of the Conversion Notice and in any event within three (3) business days thereafter
(the “Share Delivery Date”), issue and deliver or cause to be delivered to such holder of Series G Perpetual Convertible
Preferred Shares, or to the nominee or nominees thereof, a certificate or certificates representing the number of validly issued, fully
paid and non-assessable Common Shares to which such holder shall be entitled as aforesaid. Conversion under this Section 9 shall be deemed
to have been made immediately upon delivery of the Conversion Notice and in either case the Person entitled to receive the Common Shares
issuable upon such conversion shall be treated for all purposes as the record holder of such Common Shares as of such date (such date,
the “Conversion Date”). Nothing herein shall limit a holder’s right to pursue actual damages for the Company’s
failure to deliver Common Shares within the period specified herein and such holder shall have the right to pursue all remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise
of any such rights shall not prohibit a holder from seeking to enforce damages pursuant to any other Section hereof or under applicable
law.
(d) No fractional shares shall
be issued upon conversion of the Series G Perpetual Convertible Preferred Shares into Common Shares and the number of Common Shares to
be issued shall be rounded down to the nearest whole share.
3 120% of the closing price the trading day
preceding the first issuance
(e) In the event the Company
should at any time or from time to time fix a record date for the effectuation of a split or subdivision of the outstanding Common Shares
or the determination of holders of Common Shares entitled to receive a dividend or other distribution payable in additional Common Shares
or Common Share equivalents without payment of any consideration by such holder for the additional Common Shares or the Common Share
equivalents (including the additional Common Shares issuable upon conversion or exercise thereof), then, as of such record date (or the
date of such dividend distribution, split or subdivision if no record date is fixed), the Fixed Conversion Price and Floor Price of the
Series G Perpetual Convertible Preferred Shares shall be appropriately decreased so that the number of Common Shares issuable upon conversion
of each Series G Perpetual Convertible Preferred Share shall be increased in proportion to such increase in the aggregate of Common Shares
outstanding and issuable with respect to such Common Share equivalents.
(f) If the number of Common Shares
outstanding at any time after is decreased by a combination of the outstanding Common Shares (by reverse stock split or otherwise), then,
following the record date of such combination, the Conversion Price for the Series G Perpetual Convertible Preferred Shares shall be
appropriately increased so that the number of Common Shares issuable on conversion of each share of each series shall be decreased in
proportion to such decrease in outstanding shares.
(g) Adjustments for Distribution.
In addition to any other adjustments pursuant to the terms hereof, in the event the Company shall declare a distribution payable in Common
Shares, Common Share equivalents or other securities of the Company, or any subsidiary, evidences of indebtedness issued by the Company,
or any subsidiary, assets (or rights to acquire assets), or options, rights or other property to the holders of Common Shares, in each
case whether by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities,
property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar
transaction) (each, a “Distribution”), then, in each such case the holders of the Series G Perpetual Convertible Preferred
Shares shall be entitled to a proportionate share of any such Distribution as though they were the holders of the number of Common Shares
of the Company into which their Series G Perpetual Convertible Preferred Shares are convertible as of the record date fixed for the determination
of the holders of Common Shares of the Company entitled to receive such Distribution. Notwithstanding the foregoing, this Section 9(g)
shall not apply in respect of the issuance of Common Shares or standard options to purchase Common Shares to directors, officers or employees
of the Company in their capacity as such.
(h) Adjustments for Recapitalization.
If at any time or from time to time there shall be a recapitalization of the Common Shares (other than a subdivision, combination or
merger or sale of assets transaction provided for elsewhere), provision shall be made so that the holders of the Series G Perpetual Convertible
Preferred Shares shall thereafter be entitled to receive upon conversion of the Series G Perpetual Convertible Preferred Shares the number
of shares of stock or other securities or property of the Company or otherwise, to which a holder of Common Shares deliverable upon conversion
would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions
of this Section with respect to the rights of the holders of the Series G Perpetual Convertible Preferred Shares after the recapitalization
to the end that the provisions of this Section (including, without limitation, provisions for adjustments of the Fixed Conversion Price
and the number of Common Shares issuable upon conversion of the Series G Perpetual Convertible Preferred Shares) shall be applicable
after that event as nearly equivalent as may be practicable.
(i) Notice of Record Taking.
In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders
thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase
or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Company
shall mail to each holder of Series G Perpetual Convertible Preferred Shares, at least twenty (20) days prior to the date specified therein,
a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the
amount and character of such dividend, distribution or right.
(j) The Company shall at all
times reserve and keep available out of its authorized but unissued Common Shares, solely for effecting the conversion of the share
so the Series G Perpetual Convertible Preferred Shares, 200% of the number of Common Shares as shall from time to time be sufficient
to effect conversion of all outstanding Series G Perpetual Convertible Preferred Shares (the “Required Reserve
Amount”); and if at any time the number of authorized but unissued Common Shares shall not be sufficient to enable the
Company to satisfy its obligation to have available for issuance upon conversion of the Series G Perpetual Convertible Preferred
Shares at least a number of Common Shares equal to the Required Reserve Amount, then, in addition to such other remedies as shall be
available to the holder of such Series G Perpetual Convertible Preferred Shares, the Corporation will immediately take all such
corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Common Shares to such
number of shares as shall be sufficient for such purposes, including, without limitation, using its best efforts to obtain the
requisite stockholder approval of any necessary amendment to these provisions as soon as possible.
Section 10. Limitations
of Conversion. The Company shall be entitled to convert the Series G Perpetual Convertible Preferred Shares in full, regardless of
the beneficial ownership percentage of the holder after giving effect to such conversion.
Section 11. Ranking.
All of the Series G Perpetual Convertible Preferred Shares shall rank pari passu with all classes of Common Shares.
Section 12. Amendment.
The Third Amended and Restated Articles of Incorporation of the Company, as amended, shall not be further amended in any manner which
would materially alter or change the powers, preference or special rights of the Series G Perpetual Convertible Preferred Shares so as
to affect them adversely without the affirmative vote of the holders of a majority of the outstanding Series G Perpetual Convertible
Preferred Shares, voting separately as a class.
Section 13. Fractional Shares.
Series G Perpetual Convertible Preferred Shares may be issued in fractions of a share which shall entitle the holder, in proportion to
such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit
of all other rights of holders of Series G Perpetual Convertible Preferred Shares.
Section 14. Transfer of
Series G Perpetual Convertible Preferred Shares. A holder may transfer some or all of its Series G Perpetual Convertible Preferred
Shares without the consent of the Company, provided the holders of Series G Perpetual Convertible Preferred Shares and their direct and
indirect transferees are subject to the transfer restrictions of the Share Purchase Agreement, including that the Series G Perpetual
Convertible Preferred Shares shall not be sold or traded on any securities exchange or public market until March 15, 2028 and any transferee
must agree to be bound by such terms. Any Common Shares issued on conversion of the Series G Perpetual Convertible Preferred Shares will
be subject to the same transfer restrictions under the Share Purchase Agreement and will bear a legend substantially in the following
form, in addition to any legends appropriate to such securities’ status as “restricted securities” under federal securities
laws.
THE SECURITIES REPRESENTED HEREBY MAY
BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN SHARE PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE INITIAL SECURITY
HOLDER(S) DATED ____________, 2026, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. SUCH TRANSFER RESTRICTIONS ARE BINDING
ON TRANSFEREES OF THESE SHARES.
Section 15. Register.
The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice
to the holders), a register for the Series G Perpetual Convertible Preferred Shares, in which the Company shall record the name, address
and facsimile number of the persons in whose name the Series G Perpetual Convertible Preferred Shares have been issued, as well as the
name and address of each transferee. The Company may treat the person in whose name any Series G Perpetual Convertible Preferred Shares
is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all
events recognizing any properly made transfers. There shall be no registration requirements for the underlying Common Shares after the
conversion of Series G Perpetual Convertible Preferred Shares. Upon the conversion of the Series G Perpetual Convertible Preferred Shares
to Common Shares, the Common Shares shall consist of restricted shares and may be traded only in accordance with Rule 144 under the Securities
Act of 1933 or another available exemption from the registration requirements of the Securities Act of 1933.
RESOLVED FURTHER, that the
President or any Vice President and the Secretary or any Assistant Secretary of this Company be, and they hereby are, authorized and
directed to prepare and file a Certificate of Designation of Rights, Preferences and Privileges in accordance with the foregoing
resolution and the provisions of Marshall Islands law and to take such actions as they may deem necessary or appropriate to carry
out the intent of the foregoing resolution.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
We further declare under penalty
of perjury that the matters set forth in the foregoing Certificate of Designation are true and correct of our own knowledge.
Executed in Athens, Greece
on [●], 2026.
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Evangelos J. Pistiolis |
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Chief Executive Officer/President |
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FORM OF CONVERSION NOTICE
TO: TOP SHIPS INC.
The undersigned hereby irrevocably elects to convert Series G Perpetual Convertible
Preferred Shares into Common Shares of TOP SHIPS INC., according to the conditions stated therein, as of the date written below.
| Date of Conversion: |
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| Number of Preferred Shares to be Converted: |
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| Conversion Amount (Liquidation Amount to be converted plus accrued and unpaid dividends): |
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| Conversion Price: |
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| Number of Common Shares to be issued: |
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| Number of Preferred Shares Remaining Unconverted: |
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| Please issue the Common Shares in the following name and to the following address: |
| Issue to: |
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| Authorized Signature: |
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| Name: |
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| Title: |
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| Broker DTC Participant Code: |
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| Account Number: |
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