Toro and Castor agree convertible preferred deal with registration rights

Rhea-AI Filing Summary

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.

Positive

• Registration rights were granted for common shares upon conversion, facilitating future liquidity for converted shares
• Boards and independent committees approved the transaction, and Toro engaged an independent financial advisor to advise its special committee

Negative

• 180-day disposal restriction prevents Toro from selling the Series E Preferred Shares for six months after closing
• Related-party leadership overlap—the same individual serves as chairman/CEO and controlling shareholder of both Castor and Toro, which may raise governance concerns

Insights

Financial Analyst

TL;DR: Transaction establishes convertible preferred stake with a 180-day disposition lock and registration rights; boards and independent advisors recommended approval.

The Purchase Agreement creates a convertible preferred-holdings structure that preserves liquidity control through a 180-day disposal restriction while providing registration rights that enable eventual public free trading of converted common shares. Board approvals on both sides, independent committee negotiations, and Toro's use of an independent financial advisor indicate procedural rigor. The filing does not disclose the number of shares, conversion terms, pricing, economic consideration, or strategic rationale, limiting assessment of financial impact.

Corporate Governance Expert

TL;DR: Governance steps were followed—independent committees and advisor—but related-party leadership overlap is notable and disclosed.

Both companies' boards approved the deal following independent committee recommendations, which supports procedural governance standards. However, the disclosure that Castor's chairman/CEO/CFO and controlling shareholder is the same individual who holds those roles and controlling share in Toro raises a related-party governance consideration. The document does not disclose any special controls, fairness opinions beyond advisor engagement, or conflict mitigation measures in detail.

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 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

Commission File Number: 001-41561

TORO CORP.

(Translation of registrant’s name into English)

223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus

(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  ☒ Form 40-F  ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this report on Form 6-K as Exhibits 99.1, 99.2 and 99.3 are the unaudited consolidated interim financial statements and related management’s discussion and analysis of financial condition and results of operations of Toro Corp. (“Toro” or “the Company”) for the six months ended June 30, 2025.

Purchase of Series E Preferred Shares of Castor

On September 29, 2025, Toro entered into a share purchase agreement (the “Purchase Agreement”) with Castor Maritime Inc. (“Castor”), pursuant to which, subject to the terms and conditions set forth therein, Toro has agreed to purchase, and Castor has agreed to issue and sell, for an aggregate consideration of $60,000,000 in cash, 60,000 of Castor's 8.75% Series E cumulative perpetual convertible preferred shares, par value $0.001 per share, with a cumulative preferred distribution accruing initially at a rate of 8.75% per annum on the stated amount of $1,000 per share (the “Series E Preferred Shares”). The 60,000 Series E Preferred Shares will be issued in a private placement pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Immediately following completion of the transaction, Toro will beneficially own all 60,000 outstanding Series E Preferred Shares.

The Purchase Agreement contains customary representations, warranties, and covenants of each party. Pursuant to the Purchase Agreement, Toro may not dispose of any of the Series E Preferred Shares for a period of 180 days after the closing date of the transaction. Castor has granted Toro certain registration rights with respect to the common shares issuable upon conversion of the Series E Preferred Shares. Closing will occur on the date of the Purchase Agreement or at such other mutually agreed date. A copy of the Purchase Agreement is attached to this report on Form 6-K as Exhibit 99.3.

Castor is a public company listed on the Nasdaq Capital Market. Castor's Chairman, Chief Executive Officer, Chief Financial Officer and controlling shareholder, is also the Company's Chairman, Chief Executive Officer and controlling shareholder. The foregoing transaction and its terms were approved by the board of directors of each of Castor and Toro, at the recommendation of their respective independent committees, which negotiated the transactions and their terms. The Toro special committee was advised by an independent financial advisor in its negotiation and recommendation of the above-mentioned transactions.

The summary of the Purchase Agreement contained herein do not purport to be complete and is subject to, and qualified in its entirety by reference to, the Purchase Agreement, which is filed as an exhibit hereto.

The information contained in this report on Form 6-K and Exhibits 99.1 and 99.2 attached hereto are hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-275477 and 333-275478) and Form S-8 (File No. 333-274652).

Exhibit Index

Exhibit No.	Description
99.1	Unaudited Consolidated Interim Financial Statements for the Six Months Ended June 30, 2025
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations
99.3	Share Purchase Agreement, dated as of September 29, 2025, between Castor Maritime Inc. and Toro Corp.
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

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.

	TORO CORP.
Dated: October 1, 2025
	By:	/s/ Petros Panagiotidis
		Petros Panagiotidis
		Chairman and Chief Executive Officer

FAQ

What did Toro (TORO) agree to purchase from Castor?

Toro agreed to a Purchase Agreement under which it will acquire Series E Preferred Shares convertible into common shares; specific economic terms are not disclosed in this filing.

Is there a lock-up or disposal restriction on the acquired Series E Preferred Shares?

Yes. Toro may not dispose of any of the Series E Preferred Shares for 180 days after the closing date.

Will Toro be able to register the common shares issued on conversion?

Castor granted Toro registration rights for the common shares issuable upon conversion of the Series E Preferred Shares.

When will the transaction close?

Closing will occur on the date of the Purchase Agreement or on another date mutually agreed by the parties.

Were independent reviews or approvals obtained for the transaction?

Yes. The transaction and its terms were approved by the boards of Castor and Toro at the recommendation of their independent committees; Toro's special committee was advised by an independent financial advisor.