Toro Corp SEC Filings

Toro Corp. entered into an “at-the-market” Offering Agreement with Maxim Group LLC, permitting the Company to sell common shares with an aggregate offering value of up to $12.5 million from time to time, at its sole discretion.

The Company states it intends to use any proceeds for capital expenditures, working capital, vessel, other asset or share acquisitions, construction of newbuild vessels, other general corporate purposes, or a combination of these.

The sales will be made under Toro’s effective Form F-3 shelf registration (File No. 333-275477), declared effective on January 10, 2024, via a prospectus and prospectus supplement filed with the SEC.

Toro Corp. launched an at-the-market (ATM) offering of up to $12,500,000 in common shares under a prospectus supplement to its Form F-3 shelf. Maxim Group LLC will act as sales agent, using commercially reasonable efforts to sell shares on Nasdaq or via other permitted methods.

The company will pay a commission of up to 3.0% of the aggregate offering amount and intends to use net proceeds for capital expenditures, working capital, vessel or other asset/share acquisitions, newbuild construction, or general corporate purposes. As a foreign private issuer and emerging growth company, Toro notes that, under General Instruction I.B.5, primary sales are capped at no more than one-third of its public float in any 12‑month period while the float is below $75 million. The last reported Nasdaq sale price was $3.730 per share.

Toro Corp. reported an agreement with Castor Maritime Inc. for the full redemption of 60,000 of Castor’s 8.75% Series E cumulative perpetual convertible preferred shares. The redemption will be settled in cash equal to the stated amount of the Series E Preferred Shares plus 0.523%, including accrued and unpaid distributions.

Castor is Nasdaq‑listed, and its Chairman, CEO and CFO is also Toro’s Chairman and CEO. The transaction and its terms were approved by the boards of both companies following recommendations from their respective special committees of disinterested and independent directors, which negotiated the redemption. The report is incorporated by reference into Toro’s effective shelf and employee benefit plan registration statements.

Toro Corp. filed a Form S-8 to register up to 3,000,000 Common Shares under its 2025 Equity Incentive Plan for resale by Selling Securityholders. The filing states these shares are issuable upon vesting of awards and that the Selling Securityholders, who may include affiliates and directors, will determine the timing and price of any resale. The company will receive no proceeds from resales and will bear registration costs. Toro describes a fleet of two LPG carriers and two MR tankers and incorporates by reference its 2024 Annual Report and multiple Form 6-Ks for additional disclosure. The prospectus includes standard forward-looking statements caution and highlights the need to review the incorporated documents for detailed risk factors and financials.

Toro Corp. announced a Purchase Agreement with Castor, a Nasdaq-listed public company, under which Toro will receive Series E Preferred Shares convertible into common shares. The agreement includes customary representations and covenants, a 180-day restriction preventing Toro from disposing of the Series E Preferred Shares after closing, and registration rights for the common shares issuable on conversion. Closing is set for the date of the Purchase Agreement or another mutually agreed date. The transaction received board approval from both companies following recommendations from independent committees, and Toro's special committee engaged an independent financial advisor. The summary here is qualified in full by the Purchase Agreement, filed as an exhibit.

Toro Corp. launched an issuer tender offer to repurchase up to 4,500,000 common shares at $2.75 per share, including associated preferred share purchase rights. The company announced final results of the Offer by press release.

A total of 20,344 shares were validly tendered and not properly withdrawn prior to expiration of the Offer, and the company expects to accept all of those shares for purchase in accordance with the Offer terms. The filing amends the previously filed Schedule TO to report these final results and attaches the press release as an exhibit.