| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
TOP SHIPS INC. |
| (c) | Address of Issuer's Principal Executive Offices:
20 Iouliou Kaisara Str, Paiania, Athens,
GREECE
, 19002. |
Item 1 Comment:
Explanatory Note: This Amendment No. 45 (this "Amendment No. 45") amends and supplements the Schedule 13D/A filed with the U.S. Securities and Exchange Commission (the "Commission") by Mr. Evangelos J. Pistiolis, Family Trading Inc. ("Family Trading") and 3 Sororibus Trust (the "Trust") on September 24, 2026 (as previously amended and supplemented, the "Schedule 13D"). This Amendment No. 45 is being filed on behalf of Mr. Evangelos J. Pistiolis, Family Trading and 3 Sororibus Trust (collectively, the "Reporting Persons"). This Amendment No. 45 is being filed to reflect a decrease in beneficial ownership of Common Shares (as defined in Item 1) by the Reporting Persons as a result of the issuance of 992,064 Common Shares by the Issuer (as defined in Item 1) on October 28, 2026 as commitment shares pursuant to the securities purchase agreement dated October 27, 2026 between the Issuer and an institutional investor (the "SPA").
Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Schedule 13D/A filed with the Commission on September 24, 2026.
Item 1. Security and Issuer
This Amendment No. 45 is being filed with respect to the shares of common stock, par value $0.01 per share (the "Common Shares") of TOP Ships Inc., a corporation incorporated in the Marshall Islands (the "Issuer").
The address of the principal executive offices of the Issuer is:
20 Iouliou Kaisara Str
19002 Paiania, Athens
Greece |
| Item 2. | Identity and Background |
|
| (a) | The business address of the Trust is Giagkou Tornariti 8, 3035 Limassol, Cyprus. The Trust is an irrevocable trust established under the laws of Cyprus for the benefit of certain family members of Evangelos Pistiolis, the President, Chief Executive Officer and Director of the Issuer. Alexandros Economou is the trustee (the "Trustee") of the Trust. The Trust is the sole shareholder of Family Trading. Except as set forth herein, there are no material changes to this Item 2 from the Schedule 13D/A filed by the Reporting Persons with the Commission on September 24, 2026. |
| (b) | Item 2(a) of this Amendment No. 45 is incorporated by reference into this Item 2(b). |
| (c) | Item 2(a) of this Amendment No. 45 is incorporated by reference into this Item 2(c). |
| (d) | To the best of the Reporting Persons' knowledge, none of the persons listed in Item 2, including the Trustee, have, during the last five years been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. |
| (e) | Item 2(d) of this Amendment No. 45 is incorporated by reference into this Item 2(e). |
| (f) | Item 2(a) of this Amendment No. 45 is incorporated by reference into this Item 2(f). |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | This Amendment No. 45 is being filed to reflect a decrease in beneficial ownership of Common Shares by the Reporting Persons as a result of the issuance of 992,064 Common Shares by the Issuer on October 28, 2026, as commitment shares pursuant to the SPA.
Except as set forth herein, there are no material changes to this Item 3 from the Schedule 13D/A filed by the Reporting Persons with the Commission on September 24, 2026. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | According to information received from the Issuer, as of October 29, 2026, there were 13,352,783 Common Shares issued and outstanding.
Based on the foregoing, the Reporting Persons report beneficial ownership of the following Common Shares:
Family Trading may be deemed to beneficially own 2,930,718 Common Shares, representing approximately 21.95% of the outstanding Common Shares. This percentage ownership is based on 13,352,783 Common Shares issued and outstanding as of October 29, 2026. Family Trading has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 2,930,718 Common Shares. Family Trading has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 2,930,718 Common Shares.
The Trust may be deemed to beneficially own 2,930,718 Common Shares, representing approximately 21.95% of the outstanding Common Shares. This percentage ownership is based on 13,352,783 Common Shares issued and outstanding as of October 29, 2026. The Trust has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 2,930,718 Common Shares. The Trust has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 2,930,718 Common Shares.
Voting and disposition of the Common Shares held by the Trust requires the approval of the Trustee of the Trust.
Mr. Evangelos J. Pistiolis may be deemed to beneficially own 440,711 Common Shares, representing approximately 3.30% of the outstanding Common Shares. This percentage ownership is based on 13,352,783 Common Shares issued and outstanding as of October 29, 2026. Mr. Evangelos J. Pistiolis has the sole power to vote or direct the vote of 440,711 Common Shares and the shared power to vote or direct the vote of 0 Common Shares. Mr. Evangelos J. Pistiolis has the sole power to dispose or direct the disposition of 440,711 Common Shares and the shared power to dispose or direct the disposition of 0 Common Shares.
Except as described above, to the best knowledge of the Reporting Persons, no other Common Shares are beneficially owned by the persons named in response to Item 2.
If the Reporting Persons were deemed to have formed a Section 13(d) group, such group would be deemed to beneficially own an aggregate of 3,371,429 Common Shares for the purpose of Rule 13d-3 under the Act, which would constitute approximately 25.25% of the issued and outstanding Common Shares and represent approximately 25.25% of the total voting power of the issued and outstanding Common Shares as of October 29, 2026. This percentage ownership is based on 13,352,783 Common Shares issued and outstanding as of October 29, 2026. In no case do any of the Reporting Persons have or share voting or investment power with respect to the entirety of that number of Common Shares.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than to the extent they directly hold Common Shares, reported on this Schedule 13D) is the beneficial owner of Common Shares referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this Schedule 13D is filed constitute a "group." |
| (b) | Item 5(a) of this Amendment No. 45 is incorporated by reference into this Item 5(b). |
| (c) | Except for those transactions described herein (see Item 3), to the best knowledge of the Reporting Persons, no other transactions in the Common Shares were effected by the persons named in response to Item 2 during the past 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Shares beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 1 Joint Filing Undertaking (incorporated by reference to Exhibit A of Amendment No. 39 to Schedule 13D previously filed with the Commission on February 14, 2024).
Exhibit 2 Statement of Designation of Rights, Preferences and Privileges of Series G Perpetual Convertible Preferred Shares of TOP Ships Inc. (incorporated by reference to Exhibit 2.8 of the Issuer's Annual Report on Form 20-F, filed with the Commission on April 1, 2026). |
