6-K
Imperial Petroleum Inc./Marshall Islands (IMPP)
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 September 2025
Commission File Number 001-41095
I MPERIAL PETROLEUM INC.
(Translation of registrant’s name into English)
331 Kifissias Avenue Erithrea 14561 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 ☒ Form 40-F ☐
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EXHIBIT INDEX
| 99.1 | Management’s Discussion and Analysis of Financial Condition and Results of Operations and Consolidated Financial Statements for the Six Months Ended June 30, 2024 and 2025 |
|---|---|
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
*****
This report on Form 6-K, including exhibit 99.1 hereto, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (Reg. No. 333-268663), Post Effective Amendment No. 1 to Form F-1 on Form F-3 Registration
Statement (Reg. No. 333-266031) and Registration Statements on Form S-8 (Reg. Nos. 333-275745 and 333-278813), including the prospectuses contained therein.
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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.
Date: September 29, 2025
| IMPERIAL PETROLEUM INC. | |
|---|---|
| By: | /s/ Ifigeneia Sakellari |
| Name: | Ifigeneia Sakellari |
| Title: | Chief Financial Officer |
EX-99.1
Exhibit 99.1
IMPERIAL PETROLEUM INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following management’s discussion and analysis should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes included elsewhere in this report. Unless otherwise specified herein, references to the “Company” or “we” shall include Imperial Petroleum Inc. and its subsidiaries. For additional information relating to our management’s discussion and analysis, please see our annual report on Form 20-F for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission on April 29, 2025 (the “Annual Report”).
Overview
Imperial Petroleum Inc. is a ship-owning company providing petroleum products, crude oil and drybulk seaborne transportation services. The Company owns a total of nineteen vessels on the water—seven M.R. product tankers, two suezmax tankers, three handysize drybulk carriers, five supramax drybulk carriers and two kamsarmax drybulk vessels—with a total capacity of 1,195,000 deadweight tons (dwt).
Our Fleet
The following summarizes the current employment of our fleet on the water as of September 20, 2025.
| Year<br>Built | Country<br>Built | Vessel Size<br>(dwt) | Vessel<br><br><br>Type | Employment<br>Status | Expiration of<br>Charter(1) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Tankers | |||||||||||
| Magic Wand | 2008 | Korea | 47,000 | MR product tanker | Time Charter | October 25 | |||||
| Clean Thrasher | 2008 | Korea | 47,000 | MR product tanker | Time Charter | December 25 | |||||
| Clean Sanctuary (ex. Falcon Maryam) | 2009 | Korea | 46,000 | MR product tanker | Time Charter | October 25 | |||||
| Clean Nirvana | 2008 | Korea | 50,000 | MR product tanker | Spot | ||||||
| Clean Justice | 2011 | Japan | 46,000 | MR product tanker | Time Charter | September 27 | |||||
| Aquadisiac | 2008 | Korea | 51,000 | MR product tanker | Spot | ||||||
| Clean Imperial | 2009 | Korea | 40,000 | MR product tanker | Time Charter | January 26 | |||||
| Suez Enchanted | 2007 | Korea | 160,000 | Suezmax tanker | Spot | ||||||
| Suez Protopia | 2008 | Korea | 160,000 | Suezmax tanker | Spot |
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| Drybulk Carriers(2) | ||||||
|---|---|---|---|---|---|---|
| Eco Wildfire | 2013 | Japan | 33,000 | Handysize drybulk | Time Charter | October 25 |
| Glorieuse | 2012 | Japan | 38,000 | Handysize drybulk | Time Charter | October 25 |
| Neptulus | 2012 | Japan | 33,000 | Handysize drybulk | Time Charter | September 25 |
| Supra Pasha | 2012 | Japan | 56,000 | Supramax drybulk | Time Charter | October 25 |
| Supra Monarch | 2011 | Japan | 56,000 | Supramax drybulk | Time Charter | January 25 |
| Supra Baron | 2009 | Japan | 56,000 | Supramax drybulk | Time Charter | October 25 |
| Supra Sovereign | 2012 | Japan | 56,000 | Supramax drybulk | Time Charter | October 25 |
| Supra Duke | 2011 | Japan | 56,000 | Supramax drybulk | Time Charter | November 25 |
| Eco Sikousis | 2008 | Japan | 82,000 | Kamsarmax drybulk | Time Charter | October 25 |
| Eco Czar | 2009 | Japan | 82,000 | Kamsarmax drybulk | Spot | |
| Fleet Total | 1,195,000 dwt | |||||
| (1) | Earliest date charters could expire. | |||||
| --- | --- | |||||
| (2) | We have contracted to acquire three Japanese-built drybulk carriers, with a total capacity of approximately 164,400 dwt and an average age of approximately 12.5 years, which are expected to be delivered to us between September 2025 and August 2026. | |||||
| --- | --- |
Fleet Developments
On August 8, 2025, we entered into memorandums of agreement with companies affiliated with members of the family of the Company’s Chief Executive Officer to acquire two handy size drybulk carriers and a post panamax drybulk carrier of 164,400 dwt aggregate capacity for an aggregate purchase price of $51.6 million, 10% of which is payable by the Company in shares of its common stock valued at the 30-day VWAP through the date of the acquisition agreement. The first vessel is expected to be delivered in the fourth quarter of 2025, the second vessel is expected to be delivered in the first quarter of 2026 and the third vessel is expected to be delivered in the third quarter of 2026.
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Following these deliveries, the Company’s fleet will count a total of 22 vessels with an aggregate capacity of 1.4 million dwt.
Selected Financial Data
(in US Dollars except for Fleet Data)
| For the <br>six-month<br> periods ended<br>June 30, | ||||||
|---|---|---|---|---|---|---|
| Statement of Comprehensive Income Data | 2024 | 2025 | ||||
| Revenues | 88,245,162 | 68,440,445 | ||||
| Voyage expenses | (29,488,302 | ) | (20,326,079 | ) | ||
| Voyage expenses - r elated party | (1,102,384 | ) | (834,616 | ) | ||
| Vessels’ operating expenses | (12,340,816 | ) | (15,319,448 | ) | ||
| Vessels’ operating expenses - related party | (159,500 | ) | (207,500 | ) | ||
| Drydocking costs | (625,457 | ) | (1,692,033 | ) | ||
| Management fees-related party | (805,640 | ) | (1,036,200 | ) | ||
| General and administrative expenses | (2,683,372 | ) | (2,282,941 | ) | ||
| Depreciation | (8,235,069 | ) | (10,749,128 | ) | ||
| Other Operating Income | 1,900,00 | — | ||||
| Income from operations | 33,114,920 | 15,992,500 | ||||
| Interest and finance costs | (8,227 | ) | (6,722 | ) | ||
| Interest Income | 2,257,168 | 4,458,564 | ||||
| Interest Income Related Party | 1,516,436 | — | ||||
| Dividend income from related party | 379,167 | 377,083 | ||||
| Foreign exchange gain | (1,080,422 | ) | 4,666,745 | |||
| Net income | 36,179,042 | 24,050,420 | ||||
| Balance Sheet Data | ||||||
| As of<br>December 31,<br>2024 | As of June 30,<br>2025 | |||||
| Cash and cash equivalents | 67,783,531 | 127,683,611 | ||||
| Time deposits | 138,948,481 | 84,506,500 | ||||
| Current assets | 228,397,782 | 231,354,588 | ||||
| Vessels, net | 208,230,018 | 350,588,210 | ||||
| Total assets | 449,505,061 | 594,779,126 | ||||
| Current liabilities | 28,837,393 | 149,370,811 | ||||
| Total liabilities | 28,837,393 | 149,370,811 | ||||
| Capital stock | 382,755 | 386,646 | ||||
| Total stockholders’ equity | 420,667,668 | 445,408,315 | ||||
| Other Financial Data | For the <br>six-month<br> periods ended<br>June 30, | |||||
| --- | --- | --- | --- | --- | --- | --- |
| 2024 | 2025 | |||||
| Net cash provided by operating activities | 39,300,953 | 42,412,854 | ||||
| Net cash (used in)/provided by investing activities | (60,007,942 | ) | 55,055,301 | |||
| Net cash used in financing activities | (1,481,691 | ) | (37,568,075 | ) |
Selected Financial Data (continued)
| For the six-month periods ended June 30, | ||||||
|---|---|---|---|---|---|---|
| Fleet Data | 2024 | 2025 | ||||
| Average number of vessels(1) | 10.1 | 13.0 | ||||
| Total calendar days for fleet(2) | 1,831 | 2,355 | ||||
| Total voyage days for fleet(3) | 1,800 | 2,304 | ||||
| Total charter days for fleet(4) | 385 | 1,268 | ||||
| Total spot market days for fleet(5) | 1,415 | 1,036 | ||||
| Fleet utilization(6) | 98.3 | % | 97.8 | % | ||
| Fleet operational utilization(7) | 80.7 | % | 83.4 | % |
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| 1) | Average number of vessels is the number of owned vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in that period. |
|---|---|
| 2) | Total calendar days for fleet are the total days the vessels we operated were in our possession for the relevant period including <br>off-hire<br> days associated with major repairs, drydockings or special or intermediate surveys. |
| --- | --- |
| 3) | Total voyage days for fleet reflect the total days the vessels we operated were in our possession for the relevant period net of <br>off-hire<br> days associated with major repairs, drydockings or special or intermediate surveys. |
| --- | --- |
| 4) | Total charter days for fleet are the number of voyage days the vessels operated on time or bareboat charters for the relevant period. |
| --- | --- |
| 5) | Total spot market charter days for fleet are the number of voyage days the vessels operated on spot market charters for the relevant period. |
| --- | --- |
| 6) | Fleet utilization is the percentage of time that our vessels were available for revenue generating voyage days, and is determined by dividing voyage days by fleet calendar days for the relevant period. |
| --- | --- |
| 7) | Fleet operational utilization is the percentage of time that our vessels generated revenue, and is determined by dividing voyage days excluding commercially idle days by fleet calendar days for the relevant period. |
| --- | --- |
Result of Operations
Six-month period ended June 30, 2025 compared to the six-month period ended June 30, 2024.
REVENUES
- Total revenues for the six months ended June 30, 2025 amounted to $68.4 million, a decrease of $19.8 million, or 22.4%, compared to revenues of $88.2 million for the six months ended June 30, 2024, primarily due to a year to date decline of daily market tanker spot and time charter rates.
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VOYAGE EXPENSES- Total voyage expenses for the six months ended June 30, 2025 were $21.2 million and compared to $30.6 million for the six months ended June 30, 2024. The $9.4 million decrease in voyage expenses is mainly attributed to a decrease in spot days by 27% as a result of a rise in time charter activity.
VESSELS’ OPERATING EXPENSES- Total vessels’ operating expenses for the six months ended June 30, 2025 were $15.5 million compared to $12.5 million for the six months ended June 30, 2024. The $3.0 million increase in vessels’ operating expenses was primarily due to the increase of our fleet by an average of 2.9 vessels.
DRYDOCKING COSTS
- Total drydocking costs for the six months ended June 30, 2025 and 2024 were $1.7 million and $0.6 million, respectively. During the six months ended June 30, 2025, one suezmax tanker and one supramax drybulk carrier underwent drydocking while in the same period of last year one tanker vessel underwent drydocking.
MANAGEMENT FEES – RELATED PARTY - Management fees were $1.0 million for the six months ended June 30, 2025 compared to $0.8 million for the six months ended June 30, 2024. The increase in management fees in the six months ended June 30, 2025 is attributed to the increase of our average fleet by 2.9 vessels.
GENERAL AND ADMINISTRATIVE EXPENSES — General and administrative expenses for the six months ended June 30, 2025 and 2024 were $2.3 million and $2.7 million, respectively. The $0.4 million decrease in general and administrative expenses is mainly attributed to the decrease in stock-based compensation costs.
DEPRECIATION — Depreciation for the six months ended June 30, 2025 was $10.7 million, a $2.5 million increase from $8.2 million for the same period of last year, due to the increase in the average number of our vessels.
INTEREST AND FINANCE COSTS — Interest and finance costs for the six months ended June 30, 2025 and 2024 were $1.4 million and $0.008 million, respectively. The $1.4 million of costs for the six months ended June 30, 2025 relate mainly to accrued interest expense – related party in connection with our last nine vessel acquisitions for which the purchase agreement allowed vessels for repayment to take place within one year from purchase agreement. For accounting purposes, the outstanding balances payable for these nine vessels had to be allocated between principal and imputed interest up until vessel repayment, although no interest was contractually charged by the sellers. The final balances paid remained the same as the originally agreed purchase prices.
INTEREST INCOME – Interest income for the six months ended June 30, 2025 and 2024 was $4.5 million and $2.3 million, respectively. The increase is mainly attributed to a higher amount of funds placed under time deposits.
INTEREST INCOME - RELATED PARTY
- Interest income - related party for the six months ended June 30, 2025 was nil as compared to $1.5 million for the six months ended June 30, 2024. The decrease is mainly attributed to the $1.5 million of accrued interest income – related party for the six months ended June 30,
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2024 in connection with the $38.7 million of the sale price of the Aframax tanker Afrapearl II (ex. Stealth Berana). The balance was collected in July 2024, thus the balance for the six months ended June 30, 2025 was nil.
FOREIGN EXCHANGE (LOSS)/GAIN
- Foreign exchange (loss)/gain for the six months ended June 30, 2025 was a gain of $4.7 million as compared to a loss of $1.1 million for the six months ended June 30, 2024. The $4.7 million foreign exchange gain for the six months ended June 30, 2025 is mainly attributed to the strengthening of the euro currency against the dollar at the end of the six months ended June 30, 2025 when compared to the respective currency values at the end of last year. As of June 30, 2025 the Company held a portion of its cash and cash equivalents in Euros.
NET INCOME — As a result of the above, for the six months ended June 30, 2025 we had net income of $24.1 million, compared to a net income of $36.2 million for the six months ended June 30, 2024.
Cash Flows
Net cash provided by operating activities — was $42.4 million for the six months ended June 30, 2025, compared to $39.3 million for the six months ended June 30, 2024. Net cash provided by operating activities increased in the six months ended June 30, 2025 compared to six months ended June 30, 2024 by $3.1 million, primarily due to favorable movements in assets and liabilities from working capital movements between the two periods such as trade and other receivables by $5.7 million, inventories by $2.7 million, payable to related parties by $2.1 million and trade and accounts payable by $2.8 million, counterbalanced by the decrease in our profitability, when excluding non-cash items, by $13.0 million due to the drop in revenue as a result of the decrease in the market rates.
Net cash provided by investing activities — was $55.1 million for the six months ended June 30, 2025. This amount mainly represents the net increase in the amount of funds placed under time deposits. Net cash used in investing activities for the six months ended June 30, 2024 amounted to $60.0 million. This amount mainly represented the aggregate consideration paid for the acquisition of one Aframax and one MR tanker vessel and the net change of funds under time deposits offset by the aggregate consideration received from the sale of the Aframax vessel.
Net cash used in financing activities — was an outflow of $37.6 million for the six months ended June 30, 2025, primarily comprising an aggregate consideration payment of $36.7 million for the acquisition of one MR product tanker, “Clean Imperial”, and one handysize drybulk carrier, “Neptulus”, which were delivered to the Company in August 2024 and January 2025, respectively .Net cash used in financing activities was an outflow of $1.5 million for the six months ended June 30, 2024, consisting mainly from $1.8 million of proceeds from warrants exercise offset by an outflow of $2.5 million utilized for stock repurchases under the $10 million share buyback program which commenced in September 2023 and $0.8 million paid in aggregate during the first half of 2024 as dividends on the Company’s preferred shares.
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Liquidity and Capital Resources
As of June 30, 2025, we had cash and cash equivalents of $127.7 million and $84.5 million under time deposits. In April 2025, we repaid the remaining 90% of the purchase price of vessel “Neptulus” and the total purchase price of vessel “Clean Imperial”, amounting on aggregate to $37.3 million plus inventory on board of vessels.
Our principal sources of funds for our liquidity needs have been cash flows from operations and exercise of warrants. We do expect to finance future fleet growth mainly from our operating cash flow and to a lesser extent from equity offerings and bank borrowings should market conditions change and direct such a need. Our principal use of funds has been to acquire our vessels, maintain the quality of our vessels, and fund working capital requirements.
Our liquidity needs, as of June 30, 2025, primarily relate to funding expenses for operating our vessels, any vessel acquisition and vessel improvements that may be required and general and administrative expenses.
Within the period July and August 2025 we repaid about $129 million owed as payable to related parties for the acquisition of seven Japanese built drybulk carriers which were delivered to the Company between April 2025 and June 2025.
As of June 30, 2025, we had no outstanding debt.
We believe that our working capital along with our cash flows generated from operations are sufficient for our present short-term liquidity requirements. We believe that, unless there is a major and sustained downturn in market conditions applicable to our specific shipping industry segment, our internally generated cash flows will be sufficient to fund our operations, including working capital requirements, for at least 12 months taking into account any possible capital commitments and debt service requirements that may arise in the future.
Critical Accounting Estimates
A discussion of our critical accounting estimates can be found in our Annual Report.
Forward-Looking Statements
Matters discussed in this report may constitute forward-looking statements. Forward-looking statements reflect our current views with respect to future events and financial performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, shipping industry and charter market conditions and underlying assumptions and other statements, which are other than statements of historical facts. The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends,
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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 assure you that it will achieve or accomplish these expectations, beliefs or projections. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, geopolitical conditions, including any trade disruptions resulting from tariffs and other protectionist measures imposed by the United States or other countries, general market conditions, including changes in charter hire rates and vessel values, supply and demand for oil and oil products and drybulk cargoes, charter counterparty performance, changes in demand that may affect attitudes of time charterers to scheduled and unscheduled drydockings, shipyard performance, changes in our operating expenses, including bunker prices, drydocking and insurance costs, ability to obtain financing and comply with covenants in any financing arrangements, the ability to consummate the acquisition of our three contracted vessels and operate them profitably, potential liability from pending or future litigation or actions taken by regulatory authorities, domestic and international political conditions, the conflict in Ukraine and related sanctions, the conflicts in the Middle East , potential disruption of shipping routes due to ongoing attacks by Houthis in the Red Sea and Gulf of Aden or accidents and political events or acts by terrorists. Risks and uncertainties are further described in the Annual Report and other reports we file with the U.S. Securities and Exchange Commission.
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IMPERIAL PETROLEUM INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Index to unaudited interim condensed consolidated financial statements
| Pages | ||
|---|---|---|
| Unaudited interim condensed consolidated balance sheets as of December 31, 2024 and June 30, 2025 | F-2 | |
| Unaudited interim condensed consolidated statements of comprehensive income for the six-month periods ended June 30, 2024 and June 30, 2025 | F-3 | |
| Unaudited interim condensed consolidated statements of stockholders’ equity for the six-month periods ended June 30, 2024 and June 30, 2025 | F-4 | |
| Unaudited interim condensed consolidated statements of cash flows for the six-month periods ended June 30, 2024 and June 30, 2025 | F-5 | |
| Notes to the unaudited interim condensed consolidated financial statements | F-6 |
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Imperial Petroleum Inc.
Unaudited interim condensed consolidated balance sheets
As of December 31, 2024 and June 30, 2025
(Expressed in United States dollars, Except for Share Data)
| As of<br><br> <br>June 30, 2025 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 67,783,531 | 127,683,611 | |||
| Time deposits | 138,948,481 | 84,506,500 | |||
| Trade and other receivables | 13,456,083 | 12,785,314 | |||
| Other current assets (Note 10) | 652,769 | 166,792 | |||
| Inventories | 7,306,356 | 5,986,830 | |||
| Advances and prepayments | 250,562 | 225,541 | |||
| Total current assets | 228,397,782 | 231,354,588 | |||
| Non current assets | |||||
| Operating lease right-of-use asset | 78,761 | 39,912 | |||
| Vessels, net (Note 4) | 208,230,018 | 350,588,210 | |||
| Investment in related party (Note 3) | 12,798,500 | 12,796,416 | |||
| Total non current assets | 221,107,279 | 363,424,538 | |||
| Total assets | 449,505,061 | 594,779,126 | |||
| Liabilities and Stockholders’ Equity | |||||
| Current liabilities | |||||
| Trade accounts payable | 5,243,872 | 6,199,571 | |||
| Payable to related parties (Notes 3) | 18,725,514 | 137,708,679 | |||
| Accrued liabilities | 3,370,020 | 3,237,675 | |||
| Operating lease liability, current portion | 78,761 | 39,912 | |||
| Deferred income | 1,419,226 | 2,184,974 | |||
| Total current liabilities | 28,837,393 | 149,370,811 | |||
| Total liabilities | 28,837,393 | 149,370,811 | |||
| Commitments and contingencies (Note 11) | |||||
| Stockholders’ equity | |||||
| Common stock, 2,000,000,000 shares authorized at December 31, 2024 and June 30, 2025, 38,275,518 shares issued and 34,023,635 outstanding at December 31, 2024 and 38,664,618 shares issued and 34,412,735 outstanding at June 30, 2025 | 382,755 | 386,646 | |||
| Preferred stock, 200,000,000 shares authorized | |||||
| Preferred stock, Series A, 0.01 par value, 800,000 preferred shares authorized, 795,878 preferred shares, issued and outstanding at December 31, 2024 and June 30, 2025 | 7,959 | 7,959 | |||
| Preferred stock, Series B, 0.01 par value, 16,000 preferred shares authorized, 16,000 preferred shares, issued and outstanding at December 31, 2024 and June 30, 2025 | 160 | 160 | |||
| Treasury stock 4,251,883 shares at December 31, 2024 and June 30, 2025 | (8,390,225 | ) | (8,390,225 | ) | |
| Additional paid-in capital | 282,642,357 | 284,199,185 | |||
| Retained earnings | 146,024,662 | 169,204,590 | |||
| Total stockholders’ equity | 420,667,668 | 445,408,315 | |||
| Total liabilities and stockholders’ equity | 449,505,061 | 594,779,126 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
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Imperial Petroleum Inc.
Unaudited interim condensed consolidated statements of comprehensive income
(Expressed in United States dollars)
| 2025 | |||||
| Revenues | |||||
| Revenues (Note 10) | 88,245,162 | 68,440,445 | |||
| Total revenues | 88,245,162 | 68,440,445 | |||
| Expenses / (income) | |||||
| Voyage expenses | 29,488,302 | 20,326,079 | |||
| Voyage expenses – related party (Note 3) | 1,102,384 | 834,616 | |||
| Vessels’ operating expenses | 12,340,816 | 15,319,448 | |||
| Vessels’ operating expenses – related party (Note 3) | 159,500 | 207,500 | |||
| Drydocking costs | 625,457 | 1,692,033 | |||
| Management fees – related party (Note 3) | 805,640 | 1,036,200 | |||
| General and administrative expenses (including 245,418 and 256,241 to related party) (Note 3) | 2,683,372 | 2,282,941 | |||
| Depreciation (Note 4) | 8,235,069 | 10,749,128 | |||
| Other operating income (Note 11) | (1,900,000 | ) | — | ||
| Net loss on sale of vessel (Note 4) | 1,589,702 | — | |||
| Total expenses, net | 55,130,242 | 52,447,945 | |||
| Income from operations | 33,114,920 | 15,992,500 | |||
| Other (expenses) / income | |||||
| Interest and finance costs | (8,227 | ) | (6,722 | ) | |
| Interest expense – related parties | — | (1,437,750 | ) | ||
| Interest income | 2,257,168 | 4,458,564 | |||
| Interest income – related party | 1,516,436 | — | |||
| Dividend income from related party (Note 3) | 379,167 | 377,083 | |||
| Foreign exchange (loss)/gain | (1,080,422 | ) | 4,666,745 | ||
| Other income, net | 3,064,122 | 8,057,920 | |||
| Net income | 36,179,042 | 24,050,420 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
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Imperial Petroleum Inc.
Unaudited interim condensed consolidated statements of stockholders’ equity
(Expressed in United States dollars, Except of Number of Shares)
| Common Stock | Treasury stock | Preferred stock | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of<br> Shares | Amount | Number of<br> Shares | Amount | Number of<br> Shares | Amount | Additional<br> <br>paid-in<br> capital | Retained<br> Earnings | Total | ||||||||||||||
| Balance, December 31, 2023 | 33,257,291 | 332,573 | (3,444,536 | ) | (5,885,727 | ) | 811,878 | 8,119 | 270,242,635 | 97,607,873 | 362,305,473 | |||||||||||
| Exercise of warrants | 900,000 | 9,000 | — | — | — | — | 1,791,000 | — | 1,800,000 | |||||||||||||
| Stock repurchases | — | — | (807,347 | ) | (2,504,498 | ) | — | — | — | — | (2,504,498 | ) | ||||||||||
| Issuance of restricted shares and stock based compensation | 426,253 | 4,262 | — | — | — | — | 1,891,110 | — | 1,895,372 | |||||||||||||
| Dividends declared on Series A preferred shares | — | — | — | — | — | — | — | (870,492 | ) | (870,492 | ) | |||||||||||
| Net Income | — | — | — | — | — | — | — | 36,179,042 | 36,179,042 | |||||||||||||
| Balance, June 30, 2024 | 34,583,544 | 345,835 | (4,251,883 | ) | (8,390,225 | ) | 811,878 | 8,119 | 273,924,745 | 132,916,423 | 398,804,897 | |||||||||||
| Common Stock | Treasury stock | Preferred stock | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Number of<br> Shares | Amount | Number of<br> Shares | Amount | Number of<br> Shares | Amount | Additional<br> <br>paid-in<br> capital | Retained<br> Earnings | Total | ||||||||||||||
| Balance, December 31, 2024 | 38,275,518 | 382,755 | (4,251,883 | ) | (8,390,225 | ) | 811,878 | 8,119 | 282,642,357 | 146,024,662 | 420,667,668 | |||||||||||
| Issuance of restricted shares and stock – based compensation | 389,100 | 3,891 | — | — | — | — | 1,556,828 | — | 1,560,719 | |||||||||||||
| Dividends declared on Series A preferred shares | — | — | — | — | — | — | — | (870,492 | ) | (870,492 | ) | |||||||||||
| Net Income | — | — | — | — | — | — | — | 24,050,420 | 24,050,420 | |||||||||||||
| Balance, June 30, 2025 | 38,664,618 | 386,646 | (4,251,883 | ) | (8,390,225 | ) | 811,878 | 8,119 | 284,199,185 | 169,204,590 | 445,408,315 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
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Imperial Petroleum Inc.
Unaudited interim condensed consolidated statements of cash flows
(Expressed in United States dollars)
| For the six-month periods ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||
| Cash flows from operating activities: | ||||||
| Net income | 36,179,042 | 24,050,420 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation | 8,235,069 | 10,749,128 | ||||
| Non – cash lease expense | 35,086 | 38,849 | ||||
| Share based compensation | 1,895,372 | 1,560,719 | ||||
| Net loss on sale of vessel | 1,589,702 | — | ||||
| Unrealized foreign exchange loss/(gain) on time deposits | 773,620 | (1,030,640 | ) | |||
| Dividend income from related party | (379,167 | ) | — | |||
| Changes in operating assets and liabilities: | ||||||
| (Increase)/decrease in | ||||||
| Trade and other receivables | (5,039,734 | ) | 670,769 | |||
| Other current assets | (335,060 | ) | 485,977 | |||
| Inventories | (1,415,296 | ) | 1,319,526 | |||
| Changes in operating lease liabilities | (35,086 | ) | (38,849 | ) | ||
| Advances and prepayments | (442,887 | ) | 25,021 | |||
| Due from related parties | (1,516,435 | ) | 2,084 | |||
| Increase/(decrease) in | ||||||
| Trade accounts payable | (1,861,518 | ) | 955,699 | |||
| Due to related parties | 929,416 | 2,990,748 | ||||
| Accrued liabilities | 199,764 | (132,345 | ) | |||
| Deferred income | 489,065 | 765,748 | ||||
| Net cash provided by operating activities | 39,300,953 | 42,412,854 | ||||
| Cash flows from investing activities: | ||||||
| Dividends income received | 381,250 | — | ||||
| Proceeds from sale of vessel, net | 41,153,578 | — | ||||
| Payments for acquisition, improvement and capitalized expenses of vessels | (72,856,860 | ) | (417,320 | ) | ||
| Increase in bank time deposits | (91,715,140 | ) | (101,608,390 | ) | ||
| Maturity of bank time deposits | 63,029,230 | 157,081,011 | ||||
| Net cash (used in)/provided by investing activities | (60,007,942 | ) | 55,055,301 | |||
| Cash flows from financing activities: | ||||||
| Proceeds from warrants exercise | 1,800,000 | — | ||||
| Stock repurchases | (2,504,498 | ) | — | |||
| Dividends paid on preferred shares | (777,193 | ) | (868,075 | ) | ||
| Repayment of seller and capital expenditures financing | — | (36,700,000 | ) | |||
| Net cash used in financing activities | (1,481,691 | ) | (37,568,075 | ) | ||
| Net (decrease)/increase in cash and cash equivalents | (22,188,680 | ) | 59,900,080 | |||
| Cash and cash equivalents at the beginning of the period | 91,927,512 | 67,783,531 | ||||
| Cash and cash equivalents at the end of the period | 69,738,832 | 127,683,611 | ||||
| Cash breakdown | ||||||
| Cash and cash equivalents | 69,738,832 | 127,683,611 | ||||
| Total cash and cash equivalents shown in the statement of cash flows | 69,738,832 | 127,683,611 | ||||
| Supplemental cash flow information: | ||||||
| Cash paid for interest in relation to seller financing | — | 1,222,145 | ||||
| Non cash investing activity – Vessels’ improvements included in liabilities | 11,981 | — | ||||
| Non cash investing activity – Dividend income from related party included in investment in related party | 160,417 | 160,416 | ||||
| Non cash financing activity – Dividend on preferred series A included in payables to related parties | 93,299 | 6,838 | ||||
| Non cash investing activity – Vessels acquisition included in payable to related parties | — | 129,295,000 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
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Imperial Petroleum Inc.
Notes to the unaudited interim condensed consolidated financial statements
(Expressed in United States dollars)
| 1. | General Information and Basis of Presentation |
|---|
Imperial Petroleum Inc. (“Imperial” or “Company”) was formed by StealthGas Inc (the “former Parent Company”) on May 14, 2021 under the laws of the Republic of the Marshall Islands. Initial share capital of Imperial consisted of 33 common shares. StealthGas Inc. separated its crude and product tankers by transferring to Imperial its interest in 4 subsidiaries, Clean Power Inc., MR Roi Inc., King of Hearts Inc. and Tankpunk Inc. (the “Subsidiaries”), each owning one tanker. The transfer was completed on November 10, 2021 in exchange for 318,318 newly issued common shares and 795,878 Series A 8.75% Preferred Shares (the “Series A Preferred Shares”) in Imperial. On December 3, 2021, StealthGas Inc. distributed the 318,351 common shares and 795,878 8.75% Series A Preferred Shares (with a liquidation preference of $25.00 per share) in Imperial to holders of StealthGas Inc.’s common stock on a pro rata basis (the “Spin-Off”).
The accompanying unaudited interim consolidated financial statements include the accounts of Imperial and its wholly owned subsidiaries (collectively, the “Company”) using the historical carrying costs of the assets and the liabilities of the Subsidiaries from their dates of incorporation until their dates of disposal, if any.
On June 21, 2023, the Company completed the spin-off transaction (the “Spin-off”) of its wholly owned subsidiary C3is Inc. (“C3is”), which was formed by the Company in July 2022. Prior to the Spin-off, Imperial received all issued and outstanding common shares and all 600,000 5.00% Series A Perpetual Convertible Preferred shares of C3is (Note 3) in exchange for the contribution to C3is of the entities owning Imperial’s two Handysize drybulk carriers, “Eco Bushfire” and “Eco Angelbay” together with $5,000,000 in cash as working capital. Imperial, as the sole shareholder of C3is, distributed the C3is’s common shares to the Company’s stockholders and warrant holders in accordance with the terms of the Company’s outstanding warrants on a pro rata basis on June 21, 2023. Common shares of C3is commenced trading on June 21, 2023 on the Nasdaq Capital Market under the ticker symbol “CISS”. Imperial continues to operate in the tanker and dry bulk shipping market and remains a publicly traded company.
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements have been prepared on the same basis and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2024 included in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 29, 2025 (the “2024 Consolidated Financial Statements”) and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. The reporting and functional currency of the Company is the United States Dollar. Operating results for the six months ended June 30, 2025 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2025.
The consolidated balance sheet as of December 31, 2024 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
On June 30, 2025, the Company’s fleet was comprised of 19 vessels consisting of 7 medium range (M.R.) type product tankers, 2 Suezmax crude oil tankers, 3 Handysize drybulk carriers, 5 Supramax drybulk carriers and 2 Kamsarmax drybulk carriers providing worldwide marine transportation services under long, medium or short-term charters.
The Company’s vessels are managed by Stealth Maritime Corporation S.A. (the “Manager”), a company controlled by members of the family of the Company’s Chief Executive Officer. The Manager, a related party, was incorporated in Liberia and registered in Greece on May 17, 1999 under the provisions of law 89/1967, 378/1968 and article 25 of law 27/75 as amended by article 4 of law 2234/94. (See Note 3).
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As of June 30, 2025, the 20 subsidiaries included in the Company’s unaudited interim condensed consolidated financial statements were:
| Company | Date of<br> Incorporation | Name of Vessel<br> Owned by<br> Subsidiary | Dead Weight<br> Tonnage (“dwt”) | Acquisition<br> Date | Disposal<br> Date | ||||
|---|---|---|---|---|---|---|---|---|---|
| Clean Power Inc. | 05/02/2007 | Magic Wand | 47,000 | 09/01/2008 | — | ||||
| MR Roi Inc. | 05/02/2007 | Clean Thrasher | 47,000 | 27/02/2008 | — | ||||
| King of Hearts Inc. | 17/03/2008 | Clean Sanctuary | 46,000 | 14/07/2009 | — | ||||
| Nirvana Product Trading Inc | 25/02/2022 | Clean Nirvana | 50,000 | 28/03/2022 | — | ||||
| Volume Jet Trading Inc. | 25/02/2022 | Clean Justice | 46,000 | 31/05/2022 | — | ||||
| Intercontinental Crude and Product Enterprises Inc. | 18/05/2022 | Suez Enchanted | 160,000 | 03/06/2022 | — | ||||
| Petroleum Trading and Shipping Inc. | 21/04/2022 | Suez Protopia | 160,000 | 03/06/2022 | — | ||||
| Haven Exotic Trading Inc. | 31/01/2023 | Eco Wildfire | 33,000 | 28/02/2023 | — | ||||
| Blue Oddysey International Inc. | 31/01/2023 | Glorieuse | 38,000 | 27/02/2023 | — | ||||
| Aquatic Success International Inc. | 06/09/2023 | Aquadisiac | 51,000 | 18/02/2024 | — | ||||
| Alpine Hydrocarbons Inc. | 06/09/2023 | Gstaad Grace II<br> <br>(ex. Stealth<br> <br>Haralambos)* | 113,000 | 28/02/2024 | 26/04/2024 | ||||
| Poseidonas Corporation Inc. | 20/05/2024 | Neptulus | 33,000 | 24/08/2024 | — | ||||
| Imperial Petroleum Product Solutions Inc. | 20/05/2024 | Clean Imperial | 40,000 | 10/01/2025 | — | ||||
| Sapphira Wheat Inc. | 13/09/2024 | Supra Pasha | 56,000 | 26/04/2025 | — | ||||
| Laurentia Bulk Inc. | 13/09/2024 | Supra Monarch | 56,000 | 23/05/2025 | — | ||||
| Edrys Shipments Inc. | 13/09/2024 | Supra Baron | 56,000 | 22/06/2025 | — | ||||
| Ophellia Grain Inc. | 13/09/2024 | Supra Sovereign | 56,000 | 19/06/2025 | — | ||||
| Guinevere Dry Cargoes Inc. | 13/09/2024 | Supra Duke | 56,000 | 13/06/2025 | — | ||||
| Artemisia Commodities Inc. | 13/09/2024 | Eco Sikousis | 82,000 | 31/05/2025 | — | ||||
| Aurellia World Transports Inc. | 13/09/2024 | Eco Czar | 82,000 | 14/06/2025 | — | ||||
| * | This vessel was sold on April 26, 2024, and the vessel owning company became dormant. | ||||||||
| --- | --- | ||||||||
| 2. | Significant Accounting Policies | ||||||||
| --- | --- |
A discussion of the Company’s significant accounting policies can be found in the 2024 Consolidated Financial Statements.
| 3. | Transactions with Related Parties |
|---|
The Manager provides the vessels with a wide range of shipping services such as chartering, technical support and maintenance, insurance, consulting, financial and accounting services, for a fixed daily fee of $440 per vessel operating under a voyage or time charter (the “Management fees”) and a brokerage commission of 1.25% on freight, hire and demurrage per vessel (the “Brokerage commissions”), as per the management agreement between the Manager and the Company. In addition, the Manager arranges for supervision onboard the vessels, when required, by superintendent engineers and when such visits exceed a period of five days in a twelve-month period, an amount of $500 is charged for each additional day (the “Superintendent fees”).
The Manager also provides crew management services to the vessels. These services have been subcontracted by the Manager to an affiliated ship-management company, Hellenic Manning Overseas Inc. (ex. Navis Maritime Services Inc.). The Company pays to the Manager a fixed monthly fee of $2,500 per vessel for crew services (the “Crew management fees”).
The Manager also acts as a sales and purchase broker for the Company in exchange for a commission fee equal to 1% of the gross sale or purchase price of vessels or companies. The commission fees relating to vessels purchased (“Commissions – vessels purchased”) are capitalized to the cost of the vessels as incurred.
In addition to management services, the Company reimburses the Manager for the compensation of its executive officers (the “Executive compensation”). Furthermore, the Company rents office space from the Manager and incurs a rental expense (the “Rental Expense”).
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On June 21, 2023, the Company completed the Spin-off (Note 1) and received 600,000 Series A Perpetual Convertible Preferred shares of C3is, having a liquidation preference of $25 per share and a par value of $0.01 per share. The Company is the holder of all of the issued and outstanding Series A Perpetual Convertible Preferred shares of C3is (Note 1). The Series A Perpetual Convertible Preferred shares entitle the Company to a number of votes equal to the number of C3is common shares into which the shares are then convertible multiplied by 30 provided however, that voting rights may not be exercised pursuant to Series A 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 A Perpetual Convertible Preferred shares, C3is’ common shares or otherwise) exceeding 49.99% of the total number of votes eligible to be cast on any matter submitted to a vote of shareholders. The Series A Perpetual Convertible Preferred are convertible into common stock of C3is at the Company’s option at any time and from time to time on or after the date that is the date 90 days following the issuance date. The conversion price has been determined to $3.0391, as adjusted based on certain events in C3is. Furthermore, Imperial is entitled to receive cumulative cash dividends, at the annual rate of 5.00% on the stated amount of $25 per share, of the 600,000 Series A Perpetual Convertible Preferred shares, receivable quarterly in arrears on the 15th day of January, April, July and October in each year, subject to C3is’s Board of Directors approval. The Company recognized for the six-month periods ended June 30, 2024 and 2025, the amounts of $379,167 and $377,083, respectively, which are presented in ‘Dividend income from related party’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.
As of December 31, 2024 and June 30, 2025, the aggregate value of investments in C3is amounted to $12,798,500 and $12,796,416, including $162,500 and $160,416 of accrued dividends, respectively and are separately presented as ‘Investment in related party’ in the accompanying unaudited interim condensed consolidated balance sheets. As of June 30, 2025, the Company did not identify any indications for impairment or any observable prices for identical or similar investments of the same issuer.
On July 7, 2023, the Company entered into a memorandum of agreement (“MOA”) with C3is for the disposal of the vessel “Stealth Berana” for an aggregate consideration of $43,000,000. The vessel was delivered to her new owners on July 14, 2023. 10% of the total consideration i.e. $4,300,000 was received in cash, while the remaining amount of $38,700,000 was received in July 2024 and had no stated interest. The Company’s receivable from C3is was recorded at its fair value of $35,700,000 (the “Remaining Selling Price”) on July 14, 2023. Since the collection of the remaining amount of $38,700,000 depended only on the passage of time, this arrangement was accounted for as seller financing and the financing component amounting to $3,000,000, being the difference between the Remaining Selling Price of $35,700,000 and the amount of $38,700,000, receivable in July 2024, was accounted for as interest income over the life of the receivable i.e. until July 2024. Interest income amounting to $1,516,436 and nil for the six-month periods ended June 30, 2024 and 2025, respectively, is included in “Interest income – related party” in the unaudited interim condensed consolidated statements of comprehensive income.
On May 17, 2024, the Company entered into memoranda of agreement with companies affiliated with members of the family of the Company’s Chief Executive Officer for the acquisition of one handysize drybulk vessel and one product tanker vessel for purchase prices of $15,500,000 and $23,350,000, respectively. The handysize drybulk vessel “Neptulus” was delivered to the Company on August 24, 2024. 10% of the purchase price i.e. $1,550,000 was paid in cash, while the remaining amount of $13,950,000 was paid in April 2025 and has no stated interest. The vessel was recorded at its fair value of $14,700,000 as determined by an independent broker and the liability to related party was recorded at $13,150,000 (the “Remaining Purchase Price”) on August 24, 2024. Since the payment of the remaining amount of $13,950,000 depended only on the passage of time, this arrangement was accounted for as seller financing and the financing component amounting to $800,000, being the difference between the Remaining Purchase Price of $13,150,000 and the amount of $13,950,000, which was paid in April 2025, w as accounted for as interest expense over the life of the payable i.e. until April 2025. Interest expense amounting to nil and $417,949 for the six-month periods ended June 30, 2024 and 2025, respectively, is included in “Interest expense – related parties” in the unaudited interim consolidated condensed statements of comprehensive income.
The product tanker vessel “Clean Imperial” was delivered to the Company on January 10, 2025. Its purchase price of $23,350,000 and the amount of $622,145, representing 50% of the previous owners’ capitalized costs, covered by the new owners, was paid in April 2025, and has no stated interest. The vessel was recorded at its fair value of $23,550,000 as determined by an independent broker and the liability to related party was recorded at $23,550,000 (the “Purchase Price”) on January 10, 2025. Since the payment of the amount of $23,972,145 depended only on the passage of time, this arrangement was accounted for as seller financing and the financing component amounting to $422,145, being the difference between the Purchase Price of $23,550,000 and the amount of $23,972,145, which was paid in April 2025, was accounted for as interest expense over the life of the payable i.e. until April 2025. Interest expense amounting to nil and $422,145 for the six-month periods ended June 30, 2024 and 2025, respectively, is included in “Interest expense – related parties” in the unaudited interim consolidated condensed statements of comprehensive income.
On September 20, 2024, the Company entered into memoranda of agreement with companies affiliated with members of the family of the Company’s Chief Executive Officer for the acquisition of seven Japanese built bulkers for an aggregate purchase price of $129,000,000. The vessels were delivered to the Company during the second quarter of 2025. Their aggregate purchase price of $129,000,000 and the amount of $475,947, representing 50% of the previous owners’ capitalized costs, covered by the new owners, is payable in the third quarter of 2025 and has no stated interest. The vessels were recorded at their fair values in the aggregate amount of $128,005,000 as determined by an independent broker and the liability to related parties was recorded at $128,005,000 (the “Purchase price”) as of June 30, 2025. Since the payment of the outstanding amount of $129,475,947 depends only on the passage of time, this arrangement was accounted for as seller financing and the financing component amounting to $1,470,947, being the difference between the Purchase price of $128,005,000 and the aggregate amount of $129,475,947, which is payable in the third quarter of 2025, will be accounted for as interest expense over the life of the payable i.e. within third quarter 2025. Interest expense amounting to nil and $597,656 for the six-month periods ended June 30, 2024 and 2025, respectively, is included in “Interest expense – related parties” in the unaudited interim consolidated condensed statements of comprehensive income.
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The current account balance with the Manager a s
of June 30, 2025 was a liability of $4,657,778 (December 31, 2024: $4,531,928). The liability mainly represents payments made by the Manager on behalf of the Company.
The current account balance with Eco Dry Ventures Inc. as of June 30, 2025 was nil (December 31, 2024: liability of $14,193,586). The liability as of December 31, 2024 related to the outstanding amount for the acquisition of the vessel “Neptulus” which included the Remaining Purchase Price, accrued interest of $382,051 and a payable of $661,535 relating to inventory on board the vessel.
The current account balance with Colonel Raw Materials Inc. as of June 30, 2025 was a liability of $ 21,649,561 (December 31, 2024: nil). The liability relates to the outstanding amount for the acquisition of the vessel “Supra Pasha”, included in the Purchase price, accrued interest of $230,549 and a payable of $719,012 relating to inventory on board the vessel.
The current account balance with Supra Investments II Inc. as of June 30, 2025 was a liability of $ 19,255,220 (December 31, 2024: nil). The liability relates to the outstanding amount for the acquisition of the vessel “Supra Monarch”, included in the Purchase price, accrued interest of $120,032 and a payable of $370,188 relating to inventory on board the vessel.
The current account balance with Eclipse International Commodities Inc. as of June 30, 2025 was a liability of $ 16,132,490 (December 31, 2024: nil). The liability relates to the outstanding amount for the acquisition of the vessel “Supra Baron”, included in the Purchase price, accrued interest of $21,382 and a payable of $581,108 relating to inventory on board the vessel.
The current account balance with Duke Fertilizers Inc. as of June 30, 2025 was a liability of $ 19,349,889 (December 31, 2024: nil). The liability relates to the outstanding amount for the acquisition of the vessel “Supra Duke”, included in the Purchase price, accrued interest of $53,005 and a payable of $866,884 relating to inventory on board the vessel.
The current account balance with Regal Maritime and Trading Investments Inc. as of June 30, 2025 was a liability of $ 20,400,415 (December 31, 2024: nil). The liability relates to the outstanding amount for the acquisition of the vessel “Supra Sovereign”, included in the Purchase price, accrued interest of $36,502 and a payable of $673,914 relating to inventory on board the vessel.
The current account balance with Miracle International Investments Inc. as of June 30, 2025 was a liability of $ 17,575,175 (December 31, 2024: nil). The liability relates to the outstanding amount for the acquisition of the vessel “Eco Sikousis”, included in the Purchase price, accrued interest of $87,684 and a payable of $397,491 relating to inventory on board the vessel.
The current account balance with God of the Sea Inc. as of June 30, 2025 was a liability of $ 18,688,151 (December 31, 2024: nil). The liability relates to the outstanding amount for the acquisition of the vessel “Eco Czar”, included in the Purchase price, accrued interest of $48,502 and a payable of $839,650 relating to inventory on board the vessel.
The amounts charged by the Company’s related parties comprised the following:
| For the six-month periods ended June 30, | |||||
|---|---|---|---|---|---|
| Location in statement of comprehensive<br><br>income | 2024 | 2025 | |||
| Management fees | Management fees – related party | 805,640 | 1,036,200 | ||
| Brokerage commissions | Voyage expenses – related party | 1,102,384 | 834,616 | ||
| Superintendent fees | Vessels’ operating expenses – related party | 9,500 | 12,500 | ||
| Crew management fees | Vessels’ operating expenses – related party | 150,000 | 195,000 | ||
| Executive compensation | General and administrative expenses | 206,680 | 215,709 | ||
| Commissions – vessels purchased | Vessels, net | 710,000 | 1,523,500 | ||
| Commissions – vessel sold | Net loss on sale of vessel | 420,000 | — | ||
| Rental expense | General and administrative expenses | 38,738 | 40,532 |
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| 4. | Vessels, net |
|---|
An analysis of vessels, net is as follows:
| Vessel Cost | Accumulated<br> depreciation | Net book value | ||||||
|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2024 | $ | 336,139,873 | $ | (127,909,855 | ) | $ | 208,230,018 | |
| Acquisitions and improvements | 153,107,320 | — | 153,107,320 | |||||
| Depreciation for the period | — | (10,749,128 | ) | (10,749,128 | ) | |||
| Balance as of June 30, 2025 | $ | 489,247,193 | $ | (138,658,983 | ) | $ | 350,588,210 |
The additions during the six-month period ended June 30, 2025 mainly relate to the acquisition of 8 vessels “Clean Imperial”, “Supra Pasha”, “Supra Monarch”, “Supra Duke”, “Supra Sovereign”, “Supra Baron”, “Eco Sikousis” and “Eco Czar” (Note 3).
As of June 30, 2025, the Company performed an impairment review of its vessels, due to the prevailing conditions in the shipping industry. As the undiscounted net operating cash flows, for the thirteen vessels whose fair value was below their carrying value, as of June 30, 2025, exceeded each vessel’s carrying value, no impairment was for the six-month period ended June 30, 2025.
| 5. | Fair Value of Financial Instruments and Concentration of Credit Risk |
|---|
Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents, time deposits, trade and other receivables, trade accounts payable, balances with related parties and accrued liabilities. The Company limits its credit risk with respect to accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and generally does not require collateral for its trade accounts receivable. The Company places its cash and cash equivalents, time deposits with high credit quality financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions.
Fair Value Disclosures : The Company has categorized assets and liabilities recorded at fair value based upon the fair value hierarchy specified by the guidance. The levels of fair value hierarchy are as follows:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
The carrying values of cash and cash equivalents, time deposits, trade and other receivables, trade accounts payable, balances with related parties other than investment in related party and accrued liabilities are reasonable estimates of their fair value due to the short-term nature of these financial instruments. Cash and cash equivalents are considered Level 1 items as they represent liquid assets with short-term maturities.
| 6. | Stockholders’ Equity |
|---|
Details of the Company’s common stock and preferred stock are discussed in Note 8 of the 2024 Consolidated Financial Statements and are supplemented by the below new activities in the six-month period ended June 30, 2025.
Preferred Shares:
Aggregate dividends of $0.9 million were paid on the Company’s 795,878 Series A Preferred Shares during the six-month period ended June 30, 2025.
| 7. | Equity Compensation Plan |
|---|
Details of the Company’s Equity Compensation Plan (the “Plan”) and 2024 Equity Compensation Plan (the “2024 Equity Plan”) are discussed in Note 10 of the 2024 Consolidated Financial Statements and are supplemented by the below new transactions in the six-month period ended June 30, 2025.
On January 8, 2025, the Company granted under the 2024 Equity Plan (1) 391,600 of restricted shares of common stock, and (2) options to acquire up to 312,500 of common stock to the Company’s CEO and employees of the Manager. 50% of these restricted shares and options vest on January 8, 2026 and the remaining 50% vest on January 8, 2027. The options expire on January 8, 2035. The fair value of each restricted share granted was $ 3.20 which is equal to the market value of the Company’s common stock on that day. The fair value of each option to acquire a common stock was $ 1.95 . The fair value of each option granted was estimated on the date of the grant using the Black-Scholes option pricing model. The following weighted-average assumptions were used in computing the fair value of the options granted: expected volatility of 63.71%; expected term of 5.75 years; risk-free interest rate of 4.41 %. The expected term of the options granted was estimated to be the average of the vesting and the contractual term. The expected volatility was generally based on historical volatility of the stock prices of various tanker shipping companies as calculated using historical data during approximately 7 years prior to the grant date.
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The related expense for shares granted for the six-month periods ended June 30, 2024 and 2025, amounted to $1,895,372 and $1,560,719, respectively, and is included under general and administration expenses in the unaudited interim condensed consolidated statements of comprehensive income.
The unrecognized cost for the non-vested shares granted as of December 31, 2024 and June 30, 2025 amounted to $1,130,992 and $1,208,254, respectively. On June 30, 2025, the weighted-average period over which the total compensation cost related to non-vested awards not yet recognized is expected to be recognized is 2.0 years.
The unrecognized cost for the non-vested options granted as of December 31, 2024 and June 30, 2025 amounted to $286,459 and $511,968, respectively. On June 30, 2025, the weighted-average period over which the total compensation cost related to non-vested options not yet recognized is expected to be recognized is 2.0 years.
| 8. | Earnings per share |
|---|
The Company calculates basic and diluted earnings per share as follows:
| For the <br>six-month<br> periods ended June 30, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||||||||
| Basic EPS | Diluted EPS | Basic EPS | Diluted EPS | |||||||||
| Numerator | ||||||||||||
| Net income | 36,179,042 | 36,179,042 | 24,050,420 | 24,050,420 | ||||||||
| Less: Cumulative dividends on Series A Preferred Shares | (870,492 | ) | (870,492 | ) | (870,492 | ) | (870,492 | ) | ||||
| Less: Undistributed earnings allocated to <br>non-vested<br> shares | (1,985,920 | ) | (1,781,095 | ) | (869,583 | ) | (837,909 | ) | ||||
| Net income attributable to common shareholders | 33,322,630 | 33,527,455 | 22,310,345 | 22,342,019 | ||||||||
| Denominator | ||||||||||||
| Weighted average number of shares outstanding, basic | 27,789,766 | 27,789,766 | 33,107,097 | 33,107,097 | ||||||||
| Options to purchase common shares | — | 339,104 | — | 140,727 | ||||||||
| Warrants | — | 3,386,259 | — | 1,159,549 | ||||||||
| Effect of dilutive shares | — | 3,725,363 | — | 1,300,276 | ||||||||
| Weighted average number of shares outstanding, diluted | — | 31,515,129 | — | 34,407,373 | ||||||||
| Earnings per share | 1.20 | 1.06 | 0.67 | 0.65 |
As of June 30, 2025, the most dilutive method was the two-class method and the diluted earnings per share reflects the potential dilution of the unexercised options to acquire common shares calculated using the treasury stock method which resulted in 140,727 incremental shares and of the 4,199,999 Class E warrants that are in the money as of the reporting date calculated using the treasury stock method which resulted in 1,159,549 incremental shares. Securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS, because to do so would have anti-dilutive effect, are any incremental shares. resulting from the non-vested restricted share awards and any incremental shares resulting from the exercise of the unexercised Class A, B, C and D warrants that were out-of-the money as of the reporting date, calculated using the treasury stock method. As of June 30, 2025, the aggregate number of common shares issuable upon the exercise of the unexercised Class A, B, C and D warrants was 2,310,268.
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As of June 30, 2024, the most dilutive method was the two-class method and the diluted earnings per share reflects the potential dilution of the unexercised options to acquire common shares calculated using the treasury stock method which resulted in 339,104 incremental shares and of the 7,599,999 Class E warrants that are in the money as of the reporting date calculated using the treasury stock method which resulted in 3,386,259 incremental shares. Securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS, because to do so would have anti-dilutive effect, are any incremental shares. resulting from the non-vested restricted share awards and any incremental shares resulting from the exercise of the unexercised Class A, B, C and D warrants that were out-of-the money as of the reporting date, calculated using the treasury stock method. As of June 30, 2024, the aggregate number of common shares issuable upon the exercise of the unexercised Class A, B, C and D warrants was 2,310,268.
| 9. | Revenues |
|---|
The amounts in the accompanying unaudited interim condensed consolidated statements of comprehensive income are analyzed as follows:
| For the six-month periods ended June 30, | ||||
|---|---|---|---|---|
| 2024 | 2025 | |||
| Time charter revenues | 7,000,043 | 22,427,217 | ||
| Voyage charter revenues | 78,975,487 | 42,939,727 | ||
| Other income | 2,269,632 | 3,073,501 | ||
| Total | 88,245,162 | 68,440,445 |
The amount of revenue earned as demurrage relating to the Company’s voyage charters for the six-month periods ended June 30, 2024 and 2025 was $13.8 million and $9.4 million, respectively and is included within “Voyage charter revenues” in the above table.
As of December 31, 2024 and June 30, 2025, receivables from the Company’s voyage charters amounted to $11.8 million and $5.1 million, respectively.
As of December 31, 2024 and June 30, 2025, the Company recognized $652,769 and $166,792, respectively, of contract fulfillment costs which mainly represent bunker expenses incurred prior to commencement of loading relating to the Company’s voyage charters. These costs are recorded in “Other current assets” in the unaudited interim condensed consolidated balance sheets.
As of December 31, 2024 and June 30, 2025, revenues relating to undelivered performance obligations of the Company’s voyage charters amounted to $5.4 million and $1.9 million, respectively. The Company recognized the undelivered performance obligation as of June 30, 2025 as revenues in the third quarter of 2025 and the undelivered performance obligation as of December 31, 2024 as revenues in the first quarter of 2025.
| 10. | Other operating income |
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For the six-month period ended June 30, 2024 and 2025, the other operating income amounted to $1,900,000 and nil, respectively. The other operating income in the six-month period ended June 30, 2024 related to collection of a claim in connection with repairs undertaken in prior years a and included within “Other operating income” in the unaudited interim condensed consolidated statements of comprehensive income.
| 11. | Commitments and Contingencies |
|---|---|
| • | From time to time the Company expects to be subject to legal proceedings and claims in the ordinary course of its business, principally relating to personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. Currently, the Company is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying unaudited interim consolidated financial statements. |
| --- | --- |
| • | Future minimum contractual charter revenues, gross of commissions, based on vessels committed to <br>non-cancellable,<br> time charter contracts as of June 30, 2025, amounted to $22,123,750 during the twelve months ending June 30, 2026, $10,201,750 during the twelve months ending June 30, 2027 and $2,236,000 during the twelve months ending June 30, 2028. |
| --- | --- |
As of June 30, 2025, the Company had total obligations under the memoranda of agreement (Note 3) for the acquisitions of the seven Japanese built bulkers of $129,475,947 due during the third quarter of 2025.
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| 12. | Subsequent events |
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On July 11, 2025, the Company repaid the total purchase price, amounting in aggregate to $57,100,000 plus the payable relating to inventory on board of the vessels of vessels “Supra Pasha”, “Supra Monarch” and “Eco Sikousis”, amounting in aggregate to $1,486,691(Note 3, 11).
In July 2025, the Company received dividends of $189,583 on Series A preferred shares from C3is Inc.
On August 8, 2025, the Company granted under the 2024 Equity Plan 431,894 restricted shares of common stock and options to acquire up to 299,003 shares of common stock, with an exercise price of $3.01 per share, to the Company’s CEO. The fair value of each share granted was $3.01 which is equal to the market value of the Company’s common stock on that day. 50% of these restricted shares and options vest in August 2026 and the remaining 50% vest in August 2027.
On August 8, 2025, the Company entered into memoranda of agreement to acquire three bulkers for an aggregate purchase price of $51,600,000, 10% of which is payable by the Company in shares of its common stock valued at the 30-day “volume weighted average price (“VWAP”)” through the date of the acquisition agreement, with companies affiliated with members of the family of the Company’s Chief Executive Officer. The first vessel is expected to be delivered in the fourth quarter of 2025, the second vessel is expected to be delivered in the first quarter of 2026 while the third vessel is expected to be delivered in the third quarter of 2026.
On August 29, 2025, the Company repaid the total purchase price, amounting in aggregate to $71,900,000 plus the payable relating to inventory on board of vessels “Supra Duke”, “Eco Czar”, “Supra Sovereign” and “Supra Baron”, amounting in aggregate to $2,961,556 and the amount of $475,947, representing 50% of the previous owners’ capitalized costs, covered by the new owners (Note 3, 11).
In September 2025, 1,033,333 of Class E warrants were exercised.
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