6-K
Icon Energy Corp (ICON)
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 January 2026
Commission File Number: 001-42174
Icon Energy Corp.
(Translation of registrant’s name into English)
c/o Pavimar Shipping Co.
17th km National Road
Athens-Lamia & Foinikos Str.
14564, Nea Kifissia
Athens, Greece
+30 211 88 81 300
(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 (this “Report”) as Exhibit 99.1 is a copy of the press release of Icon Energy Corp. (the “Company”), issued on January 21, 2026, announcing updates in connection with the Standby Equity Purchase Agreement (“SEPA”) and that, as of the date hereof, the Company had 2,508,470 common shares issued and outstanding.
This Report, including the exhibits hereto, are hereby incorporated by reference into the Company's registration statement on Form F-3 (File No. 333-291988), and shall be a part thereof, to the extent not superseded by documents or reports subsequently filed or furnished.
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.
| ICON ENERGY CORP. | ||
|---|---|---|
| Date: January 22, 2026 | By: | /s/ Dennis Psachos |
| Name: | Dennis Psachos | |
| Title: | Chief Financial Officer |
Exhibit 99.1
Icon Energy Corp. Announces Updates in Connection with the SEPA
Athens, Greece, January 21, 2026 (GLOBE NEWSWIRE) — Icon Energy Corp. (“Icon” or the “Company”) (Nasdaq: ICON), an international shipping company providing worldwide seaborne transportation services for dry bulk cargoes via its fleet of oceangoing vessels, announced today that since its most recent update, the Company has sold an aggregate of 1,136,470 of its common shares at an average price of $3.11 per share pursuant to advances under the Standby Equity Purchase Agreement (“SEPA”).
As previously announced, Icon entered into the SEPA with an investor on August 27, 2025. Icon believes that the SEPA provides a flexible and efficient source of capital that, subject to its terms and conditions, may be utilized at times and amounts of the Company’s choosing.
The Company’s disciplined execution resulted in an average price per share sold that exceeded the volume-weighted average market price during the respective period. The Company intends to utilize the net proceeds of $3.5 million for general corporate purposes and to pursue potential growth opportunities and strategic initiatives.
As of the date hereof, the Company had 2,508,470 common shares issued and outstanding.
About Icon Energy Corp.
Icon is an international shipping company that provides worldwide seaborne transportation services for dry bulk cargoes via its fleet of oceangoing vessels. Icon maintains its principal executive office in Athens, Greece, and its common shares trade on the Nasdaq Capital Market under the symbol “ICON.”
Contact Information
Icon Energy Corp.
Dennis Psachos
Chief Financial Officer
+30 211 88 81 300
ir@icon-nrg.com
www.icon-nrg.com