Imperial Petroleum Inc./Marshall Islands 6-K, filed Aug 10, 2023
Imperial Petroleum Inc./Marshall Islands (IMPP)
About this 6-K
Imperial Petroleum Inc./Marshall Islands filed this 6-K on August 10, 2023.
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 August 2023
Commission File Number 001-41095
IMPERIAL 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 ☐
Results for the quarter ended June 30, 2023
Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release of Imperial Petroleum Inc. (the “Company”) dated August 10, 2023, announcing its financial and operating results for the quarter ended June 30, 2023.
*****
This report on Form 6-K (other than the section of exhibit 99.1 hereto entitled “CEO Harry Vafias Commented”) is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (Reg. No. 333-268663) filed with the SEC on December 2, 2022, including the prospectuses contained therein.
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: August 10, 2023
| IMPERIAL PETROLEUM INC. | ||
| By: | /s/ Harry Vafias | |
| Name: | Harry Vafias | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
IMPERIAL PETROLEUM INC.
IMPERIAL PETROLEUM INC. REPORTS SECOND QUARTER AND SIX MONTHS 2023 FINANCIAL AND OPERATING RESULTS
ATHENS, GREECE, August 10, 2023—IMPERIAL PETROLEUM INC. (NASDAQ: IMPP, the “Company”), a ship-owning company providing petroleum products, crude oil and dry bulk seaborne transportation services, announced today its unaudited financial and operating results for the second quarter and six months ended June 30, 2023.
OPERATIONAL AND FINANCIAL HIGHLIGHTS
| • | Fleet operational utilization of 75.4% in Q2 23’ with 28 days of technical off hire and 129 days of vessel repositioning. |
| • | 68.5% of fleet calendar days equivalent to 734 days in Q2 23’ were dedicated to spot activity. |
| • | Revenues of $59.0 million in Q2 23’—up $47.7 million or 422.1% from Q2 22’. |
| • | Net income of $16.8 million in Q2 23’ up by $16.7 million compared to Q2 22’. |
| • | Adjusted Net income1 of $26.6 million in Q2 23’ up by $26.5 million compared to Q2 22’ or 26,500%. |
| • | Adjusted EBITDA1 of $30.8 million in Q2 23’ up by $27.8 million or 926.7% from Q2 22’. |
| • | Cash and cash equivalents including time deposits of $98.6 million as of June 30, 2023 – a strong cash balance in spite of utilizing within Q2 23’ an amount of $45.9 million for the repayment of all outstanding loans. |
| • | As of June 30, 2023 Imperial Petroleum has zero debt on its balance sheet. |
| • | In the 1H 23’ the Company generated a Net Income of $52.6 million corresponding to a basic EPS of $3.17. |
| • | In the 1H 23’ the Company generated an Adjusted Net Income of $62.6 million corresponding to an Adjusted basic EPS1 of $3.79. |
| • | Spin off of two of our four Handysize drybulk carriers to a separate listed entity called C3is Inc. on June 21, 2023. |
| • | Imperial Petroleum retains an interest in C3is Inc. through ownership of 600,000 Series A Convertible Preferred Shares of C3is Inc. |
| • | In July 2023, the Company sold its Aframax tanker to C3is Inc. for a consideration of $43 million. |
Second Quarter 2023 Results:
| • |
|
| 1 | EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted EPS are non-GAAP measures. Refer to the reconciliation of these measures to the most directly comparable financial measure in accordance with GAAP set forth later in this release. |
| • |
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| • | Drydocking costs for the three months ended June 30, 2023 and 2022 was $0.7 million and nil, respectively. This increase is due to the fact that during the three months ended June 30, 2023 one of our Handysize drybulk carriers the Eco Glorieuse underwent drydocking. |
| • | General and administrative costs for the three months ended June 30, 2023 and 2022 were $1.5 million and $0.4 million, respectively. This increase is mainly attributed to a $0.8 million increase in stock-based compensation costs along with an increase in reporting costs related to our spin off project. |
| • | Depreciation for the three months ended June 30, 2023 and 2022 was $4.6 million and $2.7 million, respectively. The change is attributable to the increase in the average number of our vessels. |
| • | Interest and finance costs for the three months ended June 30, 2023 and 2022 were $0.5 million and $0.2 million, respectively. During the three months ended June 30, 2023 the Company repaid all of its outstanding debt. The $0.5 million charges for the three months ended June 30, 2023 relate mainly to the full amortization of loan related charges following the repayment of the Company’s outstanding debt. |
| • | Interest income for the three months ended June 30, 2023 and 2022 was $0.9 million and $0.04 million, respectively. The increase is attributed to our time deposits during the period at favourable time deposit rates. |
| • | Impairment loss for the three months period ended June 30, 2023 stood at $9.0 million, and related to the spin-off of two of four drybulk carriers to C3is Inc. The decline of drybulk vessels’ fair values compared to one year ago when these vessels were acquired resulted in the incurrence of impairment loss. |
| • | As a result of the above, for the three months ended June 30, 2023, the Company reported net income of $16.8 million, compared to net income of $0.1 million for the three months ended June 30, 2022. Dividends paid on Series A Preferred Shares amounted to $0.4 million for the three months ended June 30, 2023. The weighted average number of shares of common stock outstanding, basic, for the three months ended June 30, 2023 was 16.8 million. Earnings per share, basic and diluted, for the three months ended June 30, 2023 amounted to $0.91 and $0.73, respectively, compared to a loss per share, basic and diluted, of $0.44 and $0.44, respectively for the three months ended June 30, 2022. |
| • | Adjusted net income was $26.6 million corresponding to an Adjusted EPS, basic of $1.46 for the three months ended June 30, 2023 compared to an Adjusted net income of $0.1 million corresponding to an Adjusted loss per share, basic, of $0.44 for the same period of last year. |
| • | EBITDA for the three months ended June 30, 2023 amounted to $21.0 million, while Adjusted EBITDA for the three months ended June 30, 2023 amounted to $30.8 million. Reconciliations of Adjusted Net Income, EBITDA and Adjusted EBITDA to Net Income are set forth below. |
| • | An average of 11.8 vessels were owned by the Company during the three months ended June 30, 2023 compared to 6.0 vessels for the same period of 2022. |
Six Months 2023 Results:
| • |
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| • |
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| • |
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| • | General and administrative costs for the six months ended June 30, 2023 and 2022 were $2.5 million and $0.5 million, respectively. This rise is mainly attributed to $1.1 million of stock-based compensation expense along with a rise in reporting costs related to our spin off project. |
| • | Depreciation for the six months ended June 30, 2023 was $8.7 million, a $3.8 million increase from $4.9 million for the same period of last year, due to the increase in the average number of our vessels. |
| • | Interest and finance costs for the six months ended June 30, 2023 and 2022 were $1.8 million and $0.5 million, respectively. The $1.8 million of costs for the six months ended June 30, 2023 relate mainly to $1.3 million of interest charges incurred up to the full repayment of all outstanding loans concluded in April 2023 along with the full amortization of $0.5 million of loan related charges following the repayment of the Company’s outstanding debt. |
| • | Interest income for the six months ended June 30, 2023 and 2022 was $2.1 million and $0.04 million, respectively. The increase is attributed to our time deposits during the period at favourable time deposit rates. |
| • | Impairment loss for the six months period ended June 30, 2023 stood at $9.0 million, and related to the spin-off of two of four drybulk carriers to C3is Inc. The decline of drybulk vessels’ fair values compared to one year ago when these vessels were acquired resulted in the incurrence of impairment loss. |
| • | As a result of the above, the Company reported net income for the six months ended June 30, 2023 of $52.6 million, compared to a net income of $0.3 million for the six months ended June 30, 2022. The weighted average number of shares outstanding, basic, for the six months ended June 30, 2023 was 15.9 million. Earnings per share, basic and diluted, for the six months ended June 30, 2023 amounted to $3.17 and $2.78, respectively compared to a loss per share, basic and diluted, of $0.81 and $0.81 for the six months ended June 30, 2022. |
| • | Adjusted Net Income was $62.6 million corresponding to an Adjusted EPS, basic of $3.79 for the six months ended June 30, 2023 compared to adjusted net income of $0.3 million, or $0.81 loss per share, basic, for the same period of last year. |
| • | EBITDA for the six months ended June 30, 2023 amounted to $60.9 million while Adjusted EBITDA for the six months ended June 30, 2023 amounted to $71.0 million. Reconciliations of Adjusted Net Income, EBITDA and Adjusted EBITDA to Net Income are set forth below. |
| • | An average of 10.9 vessels were owned by the Company during the six months ended June 30, 2023 compared to 5.0 vessels for the same period of 2022. |
| • | As of June 30, 2023, cash and cash equivalents including time deposits amounted to $98.6 million and total debt amounted to nil. During the six months ended June 30, 2023 debt repayments amounted to $70.4 million. |
Fleet Employment Table
As of August 10, 2023, the profile and deployment of our fleet is the following:
| Name | Year Built |
Country Built |
Vessel Size (dwt) |
Vessel Type |
Employment Status |
Daily Charter Rate |
Expiration of Charter(1) |
|||||||||||||||||||||
| Tankers |
||||||||||||||||||||||||||||
| Magic Wand |
2008 | Korea | 47,000 | MR product tanker | Spot | |||||||||||||||||||||||
| Clean Thrasher |
2008 | Korea | 47,000 | MR product tanker | Spot | |||||||||||||||||||||||
| Clean Sanctuary (ex. Falcon Maryam) |
2009 | Korea | 46,000 | MR product tanker | Spot | |||||||||||||||||||||||
| Clean Nirvana |
2008 | Korea | 50,000 | MR product tanker | Spot | |||||||||||||||||||||||
| Clean Justice |
2011 | Japan | 47,000 | MR product tanker | Spot | |||||||||||||||||||||||
| Suez Enchanted |
2007 | Korea | 160,000 | Suezmax tanker | Spot | |||||||||||||||||||||||
| Suez Protopia |
2008 | Korea | 160,000 | Suezmax tanker | Spot | |||||||||||||||||||||||
| Drybulk Carriers |
||||||||||||||||||||||||||||
| Eco Wildfire |
2013 | Japan | 33,000 | Handysize drybulk | Spot | |||||||||||||||||||||||
| Glorieuse |
2012 | Japan | 38,000 | Handysize drybulk | Time Charter | $ | 13,500 | |
October 2023 |
| ||||||||||||||||||
| Fleet Total |
628,000 dwt | |||||||||||||||||||||||||||
| (1) | Earliest date charters could expire. |
CEO Harry Vafias Commented
Within the first six months of 2023 our company managed to generate an adjusted net income of $62.6 million corresponding to a Basic Earnings Per Share of $3.79 which is well above our current share price. Compared to the first six months of 2022 our increase in net income was in the order of 20,500%. Our strong performance is unquestionable but so is the fact that we are significantly undervalued. We have a fleet valued at about $225 million, zero debt and about $100 million in cash. The outlook for the tanker market remains favourable whereas there might be opportunities in the dry bulk sector as dry ship values are dropping. We will continue to capture this favourable momentum generating strong results while growing our Company further.
Conference Call details:
On August 10, 2023 at 11:00 am ET, the company’s management will host a conference call to discuss the results and the company’s operations and outlook.
Online Registration:
Conference call participants should pre-register using the below link to receive the dial-in numbers and a personal PIN, which are required to access the conference call.
https://register.vevent.com/register/BI77731313e63f47b6b978bda7d8b7ca62
Slides and audio webcast:
There will also be a live and then archived webcast of the conference call, through the IMPERIAL PETROLEUM INC. website (www.ImperialPetro.com). Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.
About IMPERIAL PETROLEUM INC.
Imperial Petroleum Inc. is a ship-owning - company providing petroleum products, crude oil and drybulk seaborne transportation services. The Company owns a total of nine vessels; five M.R. product tankers, two Suezmax tankers and two Handysize dry bulk carriers with a total capacity of 628,000 deadweight tons (dwt). Imperial Petroleum Inc.’s shares of common stock and 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock are listed on the Nasdaq Capital Market and trade under the symbols “IMPP” and “IMPPP”, respectively.
Forward-Looking Statements
Matters discussed in this release 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, and underlying assumptions and other statements, which are other than statements of historical facts. The forward-looking statements in this release 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, data contained in our records and other data available from third parties. Although IMPERIAL PETROLEUM INC. believes 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, IMPERIAL PETROLEUM INC. cannot 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 impact of any lingering impact of the COVID-19 pandemic and efforts throughout the world to contain its spread, the strength of world economies and currencies, general market conditions, including changes in charter hire rates and vessel values, charter counterparty performance, changes in demand that may affect attitudes of time charterers to scheduled and unscheduled drydockings, shipyard performance, changes in IMPERIAL PETROLEUM INC’s operating expenses, including bunker prices, drydocking and insurance costs, ability to obtain financing and comply with covenants in our financing arrangements, performance of counterparty to our vessel sale agreement, or actions taken by regulatory authorities, potential liability from pending or future litigation, domestic and international political conditions, the conflict in Ukraine and related sanctions, potential disruption of shipping routes due to accidents and political events or acts by terrorists.
Risks and uncertainties are further described in reports filed by IMPERIAL PETROLEUM INC. with the U.S. Securities and Exchange Commission.
Fleet List and Fleet Deployment
For information on our fleet and further information:
Visit our website at www.ImperialPetro.com
Company Contact:
Fenia Sakellaris
IMPERIAL PETROLEUM INC.
E-mail: info@ImperialPetro.com
Fleet Data:
The following key indicators highlight the Company’s operating performance during the periods ended June 30, 2022 and June 30, 2023.
| FLEET DATA |
Q2 2022 | Q2 2023 | 6M 2022 | 6M 2023 | ||||||||||||
| Average number of vessels (1) |
6.0 | 11.8 | 5.0 | 10.9 | ||||||||||||
| Period end number of owned vessels in fleet |
8 | 10 | 8 | 10 | ||||||||||||
| Total calendar days for fleet (2) |
542 | 1,072 | 906 | 1,981 | ||||||||||||
| Total voyage days for fleet (3) |
539 | 1,044 | 903 | 1,947 | ||||||||||||
| Fleet utilization (4) |
99.4 | % | 97.4 | % | 99.7 | % | 98.3 | % | ||||||||
| Total charter days for fleet (5) |
346 | 310 | 683 | 718 | ||||||||||||
| Total spot market days for fleet (6) |
193 | 734 | 220 | 1,229 | ||||||||||||
| Fleet operational utilization (7) |
82.5 | % | 75.4 | % | 89.1 | % | 79.8 | % | ||||||||
| 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 off-hire 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 off-hire days associated with major repairs, drydockings or special or intermediate surveys. |
| 4) | 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. |
| 5) | Total charter days for fleet are the number of voyage days the vessels operated on time or bareboat charters for the relevant period. |
| 6) | Total spot market charter days for fleet are the number of voyage days the vessels operated on spot market charters 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. |
Reconciliation of Adjusted Net Income, EBITDA, adjusted EBITDA and adjusted EPS:
Adjusted net income represents net income before impairment loss and share based compensation. EBITDA represents net income before interest and finance costs, interest income and depreciation. Adjusted EBITDA represents net income before interest and finance costs, interest income, depreciation, impairment loss, and share based compensation.
Adjusted EPS represents Adjusted net income divided by the weighted average number of shares. EBITDA, adjusted EBITDA, adjusted net income and adjusted EPS are not recognized measurements under U.S. GAAP. Our calculation of EBITDA, adjusted EBITDA, adjusted net income and adjusted EPS may not be comparable to that reported by other companies in the shipping or other industries. In evaluating Adjusted EBITDA, Adjusted net income and Adjusted EPS, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation.
EBITDA, adjusted EBITDA, adjusted net income and adjusted EPS are included herein because they are a basis, upon which we and our investors assess our financial performance. They allow us to present our performance from period to period on a comparable basis and provide investors with a means of better evaluating and understanding our operating performance.
| (Expressed in United States Dollars, except number of shares) |
Second Quarter Ended June 30th, |
Six Months Period Ended June 30th, |
||||||||||||||
| 2022 | 2023 | 2022 | 2023 | |||||||||||||
| Net Income - Adjusted Net Income |
||||||||||||||||
| Net income |
85,719 | 16,826,485 | 304,101 | 52,550,587 | ||||||||||||
| Plus impairment loss |
— | 8,996,023 | — | 8,996,023 | ||||||||||||
| Plus share based compensation |
— | 789,648 | — | 1,091,189 | ||||||||||||
| Adjusted Net Income |
85,719 | 26,612,156 | 304,101 | 62,637,799 | ||||||||||||
| Net income - EBITDA |
||||||||||||||||
| Net income |
85,719 | 16,826,485 | 304,101 | 52,550,587 | ||||||||||||
| Plus interest and finance costs |
243,901 | 459,166 | 452,915 | 1,810,769 | ||||||||||||
| Less interest income |
(44,140 | ) | (851,930 | ) | (44,140 | ) | (2,131,146 | ) | ||||||||
| Plus depreciation |
2,734,165 | 4,601,209 | 4,902,831 | 8,690,061 | ||||||||||||
| EBITDA |
3,019,645 | 21,034,930 | 5,615,707 | 60,920,271 | ||||||||||||
| Net income - Adjusted EBITDA |
||||||||||||||||
| Net income |
85,719 | 16,826,485 | 304,101 | 52,550,587 | ||||||||||||
| Plus impairment loss |
— | 8,996,023 | — | 8,996,023 | ||||||||||||
| Plus share based compensation |
— | 789,648 | — | 1,091,189 | ||||||||||||
| Plus interest and finance costs |
243,901 | 459,166 | 452,915 | 1,810,769 | ||||||||||||
| Less interest income |
(44,140 | ) | (851,930 | ) | (44,140 | ) | (2,131,146 | ) | ||||||||
| Plus depreciation |
2,734,165 | 4,601,209 | 4,902,831 | 8,690,061 | ||||||||||||
| Adjusted EBITDA |
3,019,645 | 30,820,601 | 5,615,707 | 71,007,483 | ||||||||||||
| EPS - Adjusted EPS |
||||||||||||||||
| Net income |
85,719 | 16,826,485 | 304,101 | 52,550,587 | ||||||||||||
| Adjusted net income |
85,719 | 26,612,156 | 304,101 | 62,637,799 | ||||||||||||
| Weighted average number of shares, basic |
7,503,881 | 16,816,597 | 4,359,423 | 15,940,369 | ||||||||||||
| EPS - Basic |
(0.44 | ) | 0.91 | (0.81 | ) | 3.17 | ||||||||||
| Adjusted EPS - Basic |
(0.44 | ) | 1.46 | (0.81 | ) | 3.79 | ||||||||||
Imperial Petroleum Inc.
Unaudited Consolidated Statements of Income
(Expressed in United States Dollars, except for number of shares)
| Quarters Ended June 30, | Six Month Periods Ended June 30, |
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| 2022 | 2023 | 2022 | 2023 | |||||||||||||
| Revenues |
||||||||||||||||
| Revenues |
11,348,271 | 59,044,221 | 16,464,649 | 124,465,322 | ||||||||||||
| Expenses |
||||||||||||||||
| Voyage expenses |
4,263,884 | 18,522,418 | 4,721,312 | 34,600,245 | ||||||||||||
| Voyage expenses - related party |
141,591 | 736,269 | 203,462 | 1,546,799 | ||||||||||||
| Vessels’ operating expenses |
3,290,751 | 6,885,309 | 5,034,767 | 13,761,185 | ||||||||||||
| Vessels’ operating expenses - related party |
22,500 | 89,333 | 37,500 | 154,333 | ||||||||||||
| Drydocking costs |
— | 696,934 | — | 1,318,310 | ||||||||||||
| Management fees |
209,815 | 473,880 | 341,625 | 871,640 | ||||||||||||
| General and administrative expenses |
412,669 | 1,487,436 | 527,985 | 2,466,405 | ||||||||||||
| Depreciation |
2,734,165 | 4,601,209 | 4,902,831 | 8,690,061 | ||||||||||||
| Impairment loss |
— | 8,996,023 | — | 8,996,023 | ||||||||||||
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| Total expenses |
11,075,375 | 42,448,811 | 15,769,482 | 72,405,001 | ||||||||||||
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|
|
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| Income from operations |
272,896 | 16,555,410 | 695,167 | 52,060,321 | ||||||||||||
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| Other (expenses)/income |
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| Interest and finance costs |
(243,901 | ) | (459,166 | ) | (452,915 | ) | (1,810,769 | ) | ||||||||
| Interest income |
44,140 | 851,930 | 44,140 | 2,131,146 | ||||||||||||
| Dividend income from related party |
— | 20,833 | — | 20,833 | ||||||||||||
| Foreign exchange gain/(loss) |
12,584 | (142,522 | ) | 17,709 | 149,056 | |||||||||||
|
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|
|
|
|
|
|
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| Other (expenses)/income, net |
(187,177 | ) | 271,075 | (391,066 | ) | 490,266 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net Income |
85,719 | 16,826,485 | 304,101 | 52,550,587 | ||||||||||||
|
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|
|
|
|
|
|
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| (Loss)/Earnings per share2 |
||||||||||||||||
| - Basic |
(0.44 | ) | 0.91 | (0.81 | ) | 3.17 | ||||||||||
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|
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|
|
|
|
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| - Diluted |
(0.44 | ) | 0.73 | (0.81 | ) | 2.78 | ||||||||||
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| Weighted average number of shares2 |
||||||||||||||||
| -Basic |
7,503,881 | 16,816,597 | 4,359,423 | 15,940,369 | ||||||||||||
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| -Diluted |
7,503,881 | 21,366,486 | 4,359,423 | 18,304,134 | ||||||||||||
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| 2 | Adjusted retroactively to reflect the 1-for-15 reverse stock split effected on April 28, 2023. |
Imperial Petroleum Inc.
Unaudited Consolidated Balance Sheets
(Expressed in United States Dollars)
| December 31, 2022 |
June 30, 2023 |
|||||||
| Assets |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
50,901,092 | 36,713,632 | ||||||
| Time deposits |
68,000,000 | 61,912,900 | ||||||
| Restricted cash |
1,005,827 | — | ||||||
| Receivables from related party |
146,708 | — | ||||||
| Trade and other receivables |
7,898,103 | 10,381,724 | ||||||
| Other current assets |
240,002 | 376,132 | ||||||
| Inventories |
5,507,423 | 7,444,975 | ||||||
| Advances and prepayments |
172,908 | 353,209 | ||||||
|
|
|
|
|
|||||
| Total current assets |
133,872,063 | 117,182,572 | ||||||
|
|
|
|
|
|||||
| Non current assets |
||||||||
| Operating lease right-of-use asset |
— | 31,349 | ||||||
| Vessels, net |
226,351,081 | 216,771,929 | ||||||
| Restricted cash |
5,600,000 | — | ||||||
| Investment in related party |
— | 12,656,833 | ||||||
|
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|
|
|
|||||
| Total non current assets |
231,951,081 | 229,460,111 | ||||||
|
|
|
|
|
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| Total assets |
365,823,144 | 346,642,683 | ||||||
|
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|
|
|
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| Liabilities and Stockholders’ Equity |
||||||||
| Current liabilities |
||||||||
| Trade accounts payable |
8,115,462 | 8,121,803 | ||||||
| Payable to related parties |
3,016,438 | 491,456 | ||||||
| Accrued liabilities |
1,982,306 | 2,645,608 | ||||||
| Operating lease liabilities |
— | 31,349 | ||||||
| Deferred income |
1,089,959 | 172,953 | ||||||
| Current portion of long-term debt |
10,176,538 | — | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
24,380,703 | 11,463,169 | ||||||
|
|
|
|
|
|||||
| Non current liabilities |
||||||||
| Long-term debt |
59,787,923 | — | ||||||
|
|
|
|
|
|||||
| Total non current liabilities |
59,787,923 | — | ||||||
|
|
|
|
|
|||||
| Total liabilities |
84,168,626 | 11,463,169 | ||||||
|
|
|
|
|
|||||
| Commitments and contingencies |
||||||||
| Mezzanine equity |
||||||||
| Preferred stock, Series C |
— | 10,000,000 | ||||||
|
|
|
|
|
|||||
| Total mezzanine equity |
— | 10,000,000 | ||||||
|
|
|
|
|
|||||
| Stockholders’ equity |
||||||||
| Capital stock |
129,724 | 170,874 | ||||||
| Preferred Stock, Series A |
7,959 | 7,959 | ||||||
| Preferred Stock, Series B |
160 | 160 | ||||||
| Additional paid-in capital |
252,912,550 | 244,901,303 | ||||||
| Retained earnings |
28,604,125 | 80,099,218 | ||||||
|
|
|
|
|
|||||
| Total stockholders’ equity |
281,654,518 | 325,179,514 | ||||||
|
|
|
|
|
|||||
| Total liabilities, mezzanine equity and stockholders’ equity |
365,823,144 | 346,642,683 | ||||||
|
|
|
|
|
|||||
Imperial Petroleum Inc.
Unaudited Consolidated Statements of Cash Flows
(Expressed in United States Dollars
| Six Month Periods Ended June 30, |
||||||||
| 2022 | 2023 | |||||||
| Cash flows from operating activities |
||||||||
| Net income for the period |
304,101 | 52,550,587 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation |
4,902,831 | 8,690,061 | ||||||
| Amortization of deferred finance charges |
29,470 | 474,039 | ||||||
| Amortization of operating lease right-of-use asset |
— | 31,349 | ||||||
| Share based compensation |
— | 1,091,189 | ||||||
| Impairment loss |
— | 8,996,023 | ||||||
| Dividend income from related party |
— | (20,833 | ) | |||||
| Changes in operating assets and liabilities: |
||||||||
| (Increase)/decrease in |
||||||||
| Trade and other receivables |
(2,172,381 | ) | (3,360,823 | ) | ||||
| Other current assets |
(581,331 | ) | (136,130 | ) | ||||
| Inventories |
(4,676,485 | ) | (2,062,365 | ) | ||||
| Changes in operating lease liabilities |
— | (31,349 | ) | |||||
| Advances and prepayments |
(393,340 | ) | (373,262 | ) | ||||
| Increase/(decrease) in |
||||||||
| Trade accounts payable |
4,288,624 | 500,001 | ||||||
| Balances with related parties |
(745,505 | ) | (2,752,024 | ) | ||||
| Accrued liabilities |
606,679 | 1,020,949 | ||||||
| Deferred income |
(291,822 | ) | (801,066 | ) | ||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
1,270,841 | 63, 816,346 | ||||||
|
|
|
|
|
|||||
| Cash flows from investing activities |
||||||||
| Acquisition and improvement of vessels |
(79,022,533 | ) | (26,284,405 | ) | ||||
| Increase in bank time deposits |
— | (61,912,900 | ) | |||||
| Maturity of bank time deposits |
— | 68,000,000 | ||||||
|
|
|
|
|
|||||
| Net cash used in investing activities |
(79,022,533 | ) | (20,197,305 | ) | ||||
|
|
|
|
|
|||||
| Cash flows from financing activities |
||||||||
| Proceeds from equity offerings |
167,572,515 | 12,095,253 | ||||||
| Stock issuance costs |
(10,767,944 | ) | (198,587 | ) | ||||
| Dividends paid on preferred shares |
(870,492 | ) | (870,494 | ) | ||||
| Loan repayments |
(2,402,000 | ) | (70,438,500 | ) | ||||
| Cash retained by C3is Inc. at spin-off |
— | (5,000,000 | ) | |||||
|
|
|
|
|
|||||
| Net cash provided by/(used in) financing activities |
153,532,079 | (64,412,328 | ) | |||||
|
|
|
|
|
|||||
| Net increase/(decrease) in cash, cash equivalents and restricted cash |
75,780,387 | (20,793,287 | ) | |||||
| Cash, cash equivalents and restricted cash at beginning of year |
6,341,059 | 57,506,919 | ||||||
|
|
|
|
|
|||||
| Cash, cash equivalents and restricted cash at end of period |
82,121,446 | 36,713,632 | ||||||
|
|
|
|
|
|||||
| Cash breakdown |
||||||||
| Cash and cash equivalents |
79,135,753 | 36,713,632 | ||||||
| Restricted cash, current |
485,693 | — | ||||||
| Restricted cash, non current |
2,500,000 | — | ||||||
|
|
|
|
|
|||||
| Total cash, cash equivalents and restricted cash shown in the statements of cash flows |
82,121,446 | 36,713,632 | ||||||
|
|
|
|
|
|||||
| Supplemental Cash Flow Information |
||||||||
| Interest paid |
305,349 | 1,735,054 | ||||||
| Non-cash investing activity - Vessels’ improvements included in liabilities |
51,580 | 322,527 | ||||||
| Non-cash financing activity – Dividends declared on Preferred Shares Series C included in Balances with related parties |
— | 185,000 | ||||||
| Distribution of net assets of C3is Inc. to shareholders and warrantholders |
— | 20,957,952 | ||||||
Exhibit 99.2
REVERSE STOCK SPLIT DISCLOSURE
On April 28, 2023, Imperial Petroleum Inc. (the “Company”) effected a one-for-fifteen (1-for-15) reverse split of its common stock. The reverse stock split reduced the number of the Company’s outstanding shares of common stock from 248,097,175 to 16,539,811, as of April 28, 2023, and affected all issued and outstanding shares of common stock. No fractional shares were issued in connection to the reverse split. Stockholders who would otherwise hold a fractional share of the Company’s common stock received a cash payment in lieu of such fractional share. The par value and other terms of the Company’s common stock were not affected by the reverse stock split. The Company’s outstanding warrants were proportionately adjusted to increase the exercise price and reduce the number of shares issuable upon exercise.
All share and earnings per share information have been retroactively adjusted to reflect the stock split and the incremental reduction in the aggregate par value of all issued and outstanding shares of common stock of $2,315,573 has been reflected as a reduction to “Common stock” and a corresponding increase in “Additional paid-in capital” on the Company’s balance sheet as of June 30, 2023. Such retroactive adjustments are recognized in the Company’s financial information for the three and six months ended June 30, 2023 and June 30, 2022 included in Exhibit 99.1 to this report. The effect of the reverse stock split on per share amounts and weighted average number of shares of common stock outstanding for each of the four fiscal years ended December 31, 2022 are as follows.
| Year Ended December 31, | ||||||||||||||||
| 2019* | 2020* | 2021 | 2022 | |||||||||||||
| Basic earnings/(loss) per share of common stock |
(1.18 | ) | (1.24 | ) | (11.87 | ) | 2.89 | |||||||||
| Diluted earnings/(loss) per share of common stock |
(1.18 | ) | (1.24 | ) | (11.87 | ) | 2.88 | |||||||||
| Basic weighted average number of shares |
318,351 | 318,351 | 318,351 | 8,559,000 | ||||||||||||
| Diluted weighted average number of shares |
318,351 | 318,351 | 318,351 | 8,584,931 | ||||||||||||
| * | The reported loss per common share calculations give retroactive effect to the issuance of the common stock as of January 1, 2019 and January 1, 2020, issued in connection with the spin-off of the Company from StealthGas Inc. in December 2021. |
Exhibit 99.3
CONTRIBUTION AND DISTRIBUTION AGREEMENT
This contribution and distribution agreement (this “Agreement”) is entered into as of June 20, 2023, by and between Imperial Petroleum Inc., a Marshall Islands corporation (“Imperial Petroleum”), and C3is Inc., a Marshall Islands corporation (“C3is”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
| A. | Imperial Petroleum intends to transfer two of the vessels in its dry bulk carrier fleet to a wholly-owned subsidiary, which subsidiary will subsequently be spun off to current shareholders of Imperial Petroleum (the “Spin-Off”). Concurrently with the Spin-Off, Imperial Petroleum intends to list the shares of common stock of the subsidiary to be spun off on the Nasdaq Capital Market. |
B. To accomplish the objectives and purposes in the preceding recital, the following actions have been taken prior to the date of this Agreement:
| (1) | Imperial Petroleum acquired all of the 500 outstanding shares of C3is from Harry N. Vafias on March 14, 2023 for $0.05, which was incorporated on July 25, 2022 pursuant to the Marshall Islands Business Corporation Act in connection with $0.05 was contributed in exchange for all of the outstanding shares of C3is; |
| (2) | Imperial Petroleum owns all of the outstanding shares (the “Vessel-Owning Subsidiary Shares”) of (a) Raw Commodities And Exports Inc. (“RCE”), which owns the handysize drybulk carrier vessel Eco Angelbay and (b) Bulk International Trading and Shipping Inc. (“BITS” and, together, with RCE, the “Vessel-Owning Subsidiaries”), which owns the handysize drybulk carrier vessel Eco Bushfire (the Eco Angelbay and Eco Bushfire, collectively, the “Vessels”). |
| C. | Each of the following transactions shall occur in accordance with and pursuant to this Agreement: |
(1) Imperial Petroleum will contribute all of the Vessel-Owing Subsidiary Shares and $5,000,000 in cash for working capital to C3is as a capital contribution in exchange for 3,182,432 shares of common stock, par value $0.01 per share, of C3is (the “C3is Common Shares”) and 600,000 shares of Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share, of C3is with a liquidation preference of $25.00 per share and the other terms set forth in the Statement of Designation, substantially in the form attached hereto as Exhibit A (the “C3is Preferred Shares” and, together with the C3is Common Shares, the “C3is Shares”);
| (2) | Imperial Petroleum will distribute the C3is Common Shares to holders of its common stock, par value $0.01 per share (the “Imperial Petroleum Common Stock”), and holders of warrants to purchase its common stock, in accordance with the terms of such warrants (the “Imperial Petroleum Warrants”), pro rata as a special dividend (the “Distribution”); and |
| (3) | The articles of incorporation and bylaws of the aforementioned entities will be amended and restated to the extent necessary to reflect the applicable matters set forth above and in Article I of this Agreement, to the extent required. |
AGREEMENT
NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the Parties undertake and agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
“Action” means any claim, demand, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal or authority.
“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.
“Agreement” means this Agreement, as the same may be modified, amended or supplemented from time to time.
“Asset” means any right, property or asset, whether real, personal or mixed, tangible or intangible, of any kind, nature and description, whether accrued, contingent or otherwise, and wheresoever situated and whether or not carried or reflected, or required to be carried or reflected, on the books of any Person.
“Consents” means any consents, waivers, notices, reports or other filings to be made, or any registrations, licenses, permits, authorizations to be obtained from, or approvals from, or notification requirements to, any third parties, including any Governmental Authority.
“Contribution” has the meaning assigned to such term in the Recitals hereto.
“Distribution” has the meaning assigned to such term in the Recitals hereto.
“Distribution Agent” means American Stock Transfer & Trust Company LLC.
“Distribution Agent Agreement” has the meaning assigned to such term in Section 3.1(b).
“Distribution Date” means the date on which the Distribution shall be effected, such date to be determined by, or under the authority of, the Board of Directors of Imperial Petroleum in its sole and absolute discretion.
“Effective Time” means the time at which the Distribution occurs on the Distribution Date.
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.
“Governmental Authority” means any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, or any other regulatory, self-regulatory, administrative or governmental organization or authority, including the Nasdaq Stock Market.
“Law” means any applicable foreign, federal, national, state, provincial or local law (including common law), statute, ordinance, rule, regulation, code or other requirement enacted, promulgated, issued or entered into, or act taken, by a Governmental Authority.
“C3is” has the meaning assigned to such term in the Preamble hereto.
“C3is Articles of Incorporation” means the Amended and Restated Articles of Incorporation of C3is substantially in the form of Exhibit B hereto.
“C3is Business” shall mean:
(i) the business and operations of the Vessel-Owning Subsidiaries of Imperial Petroleum as described in the Registration Statement;
(ii) and the businesses and operations of the Persons acquired or established by or for C3is and any of its Subsidiaries after the date of this Agreement.
“C3is Bylaws” means the Bylaws of C3is substantially in the form of Exhibit C hereto.
“C3is Common Shares” has the meaning assigned to such term in the Recitals hereto.
“C3is Group” shall mean C3is and each Person (other than any member of the Imperial Petroleum Group) that is a direct or indirect Subsidiary of C3is after the Relevant Time, and each Person that becomes a Subsidiary of C3is after the Relevant Time.
“C3is Preferred Shares” has the meaning assigned to such term in the Recitals hereto.
“C3is Shares” has the meaning assigned to such term in the Recitals hereto.
“Governmental Entity” shall mean any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity and any arbitral tribunal.
“Group” shall mean (i) with respect to Imperial Petroleum, the Imperial Petroleum Group, and (ii) with respect to C3is, the C3is Group.
“Law” shall mean any U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, income tax treaty, stock exchange rule, order, requirement or rule of law (including common law).
“Liabilities” shall mean any and all debts, liabilities, costs, expenses, interest and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, reserved or unreserved, or determined or determinable, including those arising under any Law, claim, demand, action, whether asserted or unasserted, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity and those arising under any contract or any fines, damages or equitable relief which may be imposed and including all costs and expenses related thereto.
“Nasdaq” means the Nasdaq Stock Market LLC.
“Parties” has the meaning assigned to such term in the Preamble hereto.
“Person” means any natural person, corporation, general or limited partnership, limited liability company or partnership, joint stock company, joint venture, association, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any Governmental Entity.
“Prospectus” means the final prospectus contained in the Registration Statement and filed with the SEC under Rule 424(b).
“Pre-Distribution Transactions” means, collectively, the Contribution and the other transactions set out in Section 2.1.
“Record Date” means the date to be determined by the Board of Directors of Imperial Petroleum as the record date for determining stockholders of Imperial Petroleum (and holders of Imperial Petroleum to purchase shares of Imperial Petroleum common stock) entitled to receive C3is Common Shares pursuant to the Distribution.
“Registration Statement” means the Registration Statement on Form F-1 of C3is relating to the registration under the Securities Act of C3is Common Shares, including any amendments or supplements thereto.
“Relevant Time” shall mean 12:01 AM, New York City Time, on the Distribution Date.
“SEC” means the United States Securities and Exchange Commission.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Imperial Petroleum” has the meaning assigned to such term in the Preamble hereto.
“Imperial Petroleum Common Stock” has the meaning assigned to such term in the Recitals hereto.
“Imperial Petroleum Group” shall mean Imperial Petroleum and each Person (other than any member of the C3is Group) that is a direct or indirect Subsidiary of Imperial Petroleum after the Relevant Time, and each Person that becomes a Subsidiary of Imperial Petroleum after the Relevant Time.
“Imperial Petroleum Retained Business” shall mean:
(i) the business and operations of Imperial Petroleum other than the operations of the Vessel-Owning Subsidiaries;
(ii) and the businesses and operations of the Persons acquired or established by or for Imperial Petroleum and any of its Subsidiaries after the date of this Agreement.
“Imperial Petroleum Warrants” has the meaning assigned to such term in the Recitals hereto.
“Subsidiary” means, with respect to any Person, any other Person of which a Person (either alone or through or together with any other Subsidiary of such Person) owns, directly or indirectly, a majority of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.
“Vessels” has the meaning assigned to such term in the Recitals hereto.
“Vessel-Owning Subsidiaries” has the meaning assigned to such term in the Recitals hereto.
“Vessel-Owning Subsidiary Shares” has the meaning assigned to such term in the Recitals hereto.
ARTICLE II
THE PRE-DISTRIBUTION TRANSACTIONS
Section 2.1 Contributions and Specific Conveyances. On the applicable dates specified below and in any case on or prior to the Distribution Date (and prior to the Distribution), and subject to satisfaction or waiver of the conditions set forth in Section 2.2, the Parties acknowledge and agree that the following actions hereby occur in the following order:
| (a) | Contribution on the date of this Agreement by Imperial Petroleum of all right, title and interest in the Vessel-Owning Subsidiary Shares to C3is free and clear of all liens and encumbrances, and $5,000,000 in cash as a capital contribution; |
| (b) | Delivery by C3is (i) of 3,182,432 C3is Common Shares to Imperial Petroleum on the date of this Agreement and (ii) of 600,000 C3is Preferred Shares to Imperial Petroleum on or prior to the Distribution Date, each in exchange for Imperial Petroleum’s capital contribution of all right, title and interest in the Vessel-Owning Subsidiary Shares to C3is and $5,000,000 in cash pursuant to Section 2.1(a) of this Agreement; and such C3is Shares owned by Imperial Petroleum will constitute all of the issued and outstanding capital stock of C3is; and |
| (c) | To further evidence the transfer of the C3is Shares or the Vessel-Owning Subsidiary Shares reflected in this Agreement, each party making such transfer will have, to the extent necessary, executed and delivered to the party receiving the C3is Shares or Vessel-Owning Subsidiary Shares, as applicable, certain conveyance, stock transfer form, assignment and bill of sale instruments (the “Specific Conveyances”). The Specific Conveyances shall evidence and perfect such transfer made by this Agreement and shall not constitute a second conveyance of any assets or interests therein and shall be subject to the terms of this Agreement. |
| (d) | Or prior to the Distribution Date, Imperial Petroleum will, and will cause its applicable subsidiaries to, terminate the existing management agreements with Stealth Maritime Corporation S.A. with respect to the Vessels and Vessel-Owning Subsidiaries. |
| (e) | On or prior to the Distribution Date, C3is will, and will cause its applicable subsidiaries to, enter into and execute a management agreement with Brave Maritime Corporation S.A. (“Brave Maritime”) for administrative, commercial and technical management services, which shall have an initial term expiring on December 31, 2026 and otherwise be on substantially the same terms, including the same fee levels, as the existing management agreement between Imperial Petroleum and Stealth Maritime Corporation S.A., which prior to the Distribution Date subcontracts management of the Vessels to Brave Maritime, and otherwise substantially in the form of Exhibit D hereto. |
Section 2.2 Conditions Precedent to Consummation of the Pre-Distribution Transactions. The obligations of the Parties to consummate each of the Pre-Distribution Transactions is subject to the prior or simultaneous satisfaction, or waiver by Imperial Petroleum in its sole and absolute discretion, of each of the following conditions:
(a) final approval of each of the Pre-Distribution Transactions shall have been given by the Board of Directors of Imperial Petroleum in its sole and absolute discretion; and
Each of the foregoing conditions is for the benefit of Imperial Petroleum and Imperial Petroleum may, in its sole and absolute discretion, determine whether to waive any such condition. Any determination made by Imperial Petroleum prior to any of the Pre-Distribution Transactions concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 2.2 shall be conclusive and binding on the Parties.
ARTICLE III
THE DISTRIBUTION
Section 3.1 Actions Prior to the Distribution. Subject to the satisfaction or waiver of the conditions set forth in Section 3.3, the actions set forth in this Section 3.1 shall be taken prior to the Distribution Date.
(a) The Board of Directors of Imperial Petroleum shall establish the Distribution Date and any appropriate procedures in connection with the Distribution. Imperial Petroleum and C3is shall use commercially reasonable efforts to (i) cooperate with each other with respect to the preparation of the Registration Statement on Form F-1 relating to the registration under the Securities Act of C3is Common Shares, including any amendments or supplements thereto, (ii) cause the Registration Statement to become effective under the Securities Act, and (iii) mail, promptly after effectiveness of the Registration Statement and on or promptly after the Record Date, and in any event prior to the Distribution Date, to the holders of Imperial Petroleum Common Stock and Imperial Petroleum to purchase Imperial Petroleum Common Stock as of the Record Date, the Prospectus.
(b) Imperial Petroleum shall enter into a distribution agent agreement (the “Distribution Agent Agreement”) with the Distribution Agent providing for, among other things, (i) the payment of the Distribution to the holders of Imperial Petroleum Common Stock and Imperial Petroleum to purchase Imperial Petroleum Common Stock in accordance with this Article III and the Distribution Agent Agreement, and (ii) the designation of C3is as a third party beneficiary.
(c) Imperial Petroleum and C3is shall deliver to the Distribution Agent (i) book-entry transfer authorizations for all of the outstanding shares of C3is Common Shares to be distributed in connection with the payment of the Distribution and (ii) all information required to complete the Distribution on the basis set forth herein and under the Distribution Agent Agreement. Following the Distribution Date, upon the request of the Distribution Agent, C3is shall provide to the Distribution Agent book-entry transfer authorizations of C3is Common Stock that the Distribution Agent shall require in order to further effect the Distribution.
(d) Each of Imperial Petroleum and C3is shall execute and deliver to the other Party, or cause the appropriate members of its Group to execute and deliver to the other Party, any other document necessary to effect the transactions contemplated by this Agreement.
(e) Imperial Petroleum will establish the Record Date and give Nasdaq the required notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act and Nasdaq rules.
(f) Each Party shall cooperate with the other Party to accomplish the Distribution and shall take any and all actions necessary or desirable to effect the Distribution.
(g) The Parties will take all actions and make all filings as Imperial Petroleum, in consultation with C3is but ultimately in its sole and absolute discretion, determines are necessary or appropriate, to cause the transfer or issuance of all material Consents in order for Imperial Petroleum and C3is to operate their respective Businesses independently of each other in the manner contemplated hereunder. C3is will prepare, file and use commercially reasonable efforts to make effective an application for listing of the C3is Common Shares on the Nasdaq Capital Market, subject to official notice of issuance.
(h) Imperial Petroleum shall, in its sole discretion, determine (i) whether to proceed with all or part of the Distribution, (ii) the Distribution Date, (iii) the timing and conditions to the Distribution and (iv) the terms thereof. Imperial Petroleum may, at any time and from time to time prior to the Effective Time, change the terms of the Distribution, including by delaying or accelerating the timing of the Distribution. Imperial Petroleum shall use good faith efforts to provide notice to C3is of any such change. Imperial Petroleum may select, for itself and for C3is, outside financial advisors, outside counsel, agents and the financial printer employed in connection with the transactions hereunder in its sole and absolute discretion.
(i) Imperial Petroleum and C3is shall take all actions necessary so that the C3is Articles of Incorporation and the C3is Bylaws shall be in effect at or prior to the Effective Time.
(j) Imperial Petroleum and C3is shall take all such actions as Imperial Petroleum, in consultation with C3is but ultimately in its sole and absolute discretion, determines are necessary or appropriate under applicable federal or state securities or blue sky laws of the United States (and any comparable laws under any foreign jurisdiction) in connection with the Distribution.
Section 3.2 The Distribution. Subject to the satisfaction or waiver of the conditions set forth in Section 3.3, the actions set forth in this Section 3.2 shall be taken on the Distribution Date.
(a) Imperial Petroleum shall effect the Distribution by causing all of the issued and outstanding shares of C3is Common Shares beneficially owned by Imperial Petroleum to be distributed to record holders of shares of Imperial Petroleum Common Stock (and holders of Imperial Petroleum to purchase Imperial Petroleum Common Stock as required by the terms of such Imperial Petroleum) as of the Record Date, other than with respect to shares of Imperial Petroleum Common Stock held in the treasury of Imperial Petroleum, by means of a pro rata dividend of such C3is Common Shares to such record holders of shares of Imperial Petroleum Common Stock (and holders of Imperial Petroleum to purchase Imperial Petroleum Common Stock as required by the terms of such Imperial Petroleum on such record date), on the terms and subject to the conditions set forth in this Agreement.
(b) Each record holder of Imperial Petroleum Common Stock or Imperial Petroleum Warrants to purchase Imperial Petroleum Common Stock, as required by the terms of such Imperial Petroleum Warrants, on the Record Date (or such holder’s designated transferee or transferees), other than in respect of shares of Imperial Petroleum Common Stock held in the treasury of Imperial Petroleum, will be entitled to receive in the Distribution, one (1) C3is Common Share with respect to every eight (8) shares of Imperial Petroleum Common Stock held by such record holder on the Record Date and one (1) C3is Common Share with respect to every eight (8) shares of Imperial Petroleum Common Stock purchasable upon exercise of Imperial Petroleum held by such warrantholder on the Record Date, if required by the terms of such Imperial Petroleum. Imperial Petroleum shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of C3is Common Shares to each such record holder or designated transferee(s) of such holder of record.
(c) Imperial Petroleum shall direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of C3is Common Shares allocable to each holder of record of Imperial Petroleum Common Stock entitled to receive C3is Common Shares in the Distribution and to promptly thereafter aggregate all such fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise at the then-prevailing trading prices, and to cause to be distributed to each such holder, in lieu of any fractional share, such holder’s ratable share of the proceeds of such sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to such sale.
(d) Any C3is Common Shares or cash in lieu of fractional shares with respect to C3is Common Shares that remains unclaimed by any holder of record 180 days after the Distribution Date shall be delivered to C3is. C3is shall hold such C3is Common Shares and/or cash for the account of such holder of record and any such holder of record shall look only to C3is for such C3is Common Shares and/or cash, if any, in lieu of fractional share interests, subject in each case to applicable escheat or other abandoned property laws.
Section 3.3 Conditions to Distribution. The obligation of Imperial Petroleum to consummate the Distribution is subject to the prior or simultaneous satisfaction, or waiver by Imperial Petroleum, in its sole and absolute discretion, of each of the following conditions:
(a) final approval of the Distribution shall have been given by the Board of Directors of Imperial Petroleum, and the Board of Directors of Imperial Petroleum shall have declared the dividend of C3is Common Shares, each such action in its sole and absolute discretion;
(b) the Registration Statement shall have been filed with, and declared effective by, the SEC, and there shall be no stop-order in effect with respect thereto and the Prospectus shall have been mailed to Imperial Petroleum shareholders;
(c) the actions and filings necessary or appropriate under applicable federal and state securities laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the Distribution (including, if applicable, any actions and filings relating to the Registration Statement) and any other necessary and applicable Consents from any Governmental Authority shall have been taken, obtained and, where applicable, have become effective or been accepted, each as the case may be;
(d) the C3is Common Shares to be delivered in the Distribution shall have been approved for listing on the Nasdaq Capital Market, subject to official notice of issuance;
(e) no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of the Pre-Distribution Transactions or the Distribution or any of the other transactions contemplated by this Agreement shall have been threatened or be in effect;
(g) Imperial Petroleum shall have established the Record Date and shall have given the Nasdaq not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act and Nasdaq rules;
(h) the Distribution will not violate or result in a breach of Law or any material agreement;
(i) all material Consents required in connection with the transactions contemplated hereby (that are not referred to in Section 3.3(c)) shall have been received and be in full force and effect;
(j) each of the Pre-Distribution Transactions shall have been consummated in accordance with this Agreement;
(k) the Parties shall have performed or complied with all of their respective covenants, obligations and agreements contained herein as required to be performed or complied with prior to the Effective Time; and
(l) the Board of Directors of Imperial Petroleum shall have not determined that any event or development shall have occurred or exists, or might occur or exist, that makes it inadvisable to effect the Distribution.
Each of the foregoing conditions is for the sole benefit of Imperial Petroleum and Imperial Petroleum may, in its sole and absolute discretion, determine whether to waive any such condition. Any determination made by Imperial Petroleum, in its sole and absolute discretion, prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Parties. Each Party will use good faith efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the foregoing conditions.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF IMPERIAL PETROLEUM; DISCLAIMER
4.1 Representations and Warranties. Imperial Petroleum hereby represents and warrants that:
(a) Each of the Vessel-Owning Subsidiaries has been duly formed or incorporated and is validly existing in good standing under the laws of its respective jurisdiction of formation or incorporation and has all requisite power and authority to operate its assets, including the vessel owned by each such Vessel-Owning Subsidiary, and conduct its business as described in the Registration Statement;
(b) The execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by it pursuant to this Agreement in connection with the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary actions by Imperial Petroleum and, to the extent applicable, each Vessel-Owning Subsidiary, and this Agreement has been duly executed and delivered by Imperial Petroleum and constitutes a legal, valid and binding obligation of Imperial Petroleum enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court;
(c) The execution, delivery and performance by it of this Agreement will not conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under any provision of: (i) the articles of association, articles of incorporation or by-laws or other organizational documents of Imperial Petroleum or any of the Vessel-Owning Subsidiaries (the “Imperial Petroleum Parties” and each, a “Imperial Petroleum Party”); (ii) any lien, encumbrance, security interest, pledge, mortgage, charge, other claim, bond, indenture, agreement, contract, franchise license, permit or other instrument or obligation to which any Imperial Petroleum Party is a party or is subject or by which any of such Imperial Petroleum Party’s assets or properties may be bound; (iii) any applicable laws, statutes, ordinances, rules or regulations promulgated by a governmental authority, orders of a governmental authority, judicial decisions, decisions of arbitrators or determinations of any governmental authority or court; or (iv) any charter or vessel management agreement to which any Imperial Petroleum Party is a party or any material provision of any material contract to which an Imperial Petroleum Party is a party or by which a Imperial Petroleum Party’s properties are bound;
(d) Except as have already been obtained or that will be obtained in the ordinary course of business, no consent, permit, approval or authorization of, notice or declaration to or filing with any governmental authority or any other person, including those related to any environmental laws or regulations or the charters or vessel management agreements related to the vessels owned by the Vessel-Owning Subsidiaries, is required in connection with the execution and delivery by any Imperial Petroleum Party of this Agreement or the consummation by any Imperial Petroleum Party of the transactions contemplated hereunder;
(e) The Vessel-Owning Subsidiary Shares have been duly and validly issued, are fully paid and non-assessable and free of preemptive rights. Imperial Petroleum has, and will convey to C3is, good and valid title to the Vessel-Owning Subsidiary Shares which comprise all of the issued and outstanding shares in the Vessel-Owning Subsidiaries, free and clear of all mortgages, liens, security interests, covenants, options, claims, restrictions, or encumbrances of any kind. There are no outstanding options, warrants or other rights to acquire any shares of capital stock or securities convertible into or exercisable for the capital stock of any Vessel-Owning Subsidiary. With respect to the Vessel-Owning Subsidiary Shares, there is no further obligation to make any capital contribution to the applicable Vessel-Owning Subsidiary.
(f) There is no outstanding agreement, contract, option, commitment or other right or understanding in favor of, or held by, any person to acquire the Vessel-Owning Subsidiary Shares or the assets of the Vessel-Owning Subsidiaries, including but not limited to the Vessels, that has not been terminated or otherwise waived;
(g) Each of the charters to which each applicable Vessel-Owning Subsidiary is a party (as amended to the date of this Agreement) has been made available to C3is and is a valid and binding agreement of the Vessel-Owning Subsidiary party to such charter or agreement enforceable in accordance with its terms and, to the knowledge of such Vessel-Owning Subsidiary, of all other parties thereto enforceable in accordance with its terms;
(h) The Vessel-Owning Subsidiaries have fulfilled all material obligations required pursuant to the charters (described in (g) above) and the vessel management agreements to have been performed by them prior to the date of this Agreement and have not waived any material rights thereunder; and no material default or breach exists in respect thereof on their part or, to their knowledge, any of the other parties thereto and, to their knowledge, no event has occurred which, after giving of notice or the lapse of time, or both, would constitute such a material default or breach;
(i) Except for such liabilities, debts obligations, encumbrances, defects, restrictions or claims of a general nature and magnitude that would arise in connection with the operation of vessels of the same type as the Vessels in the ordinary course of business and as disclosed to C3is, there are no liabilities, debts or obligations of, encumbrances, defects or restrictions with respect to, or claims against the Vessel-Owning Subsidiaries or any of the assets owned by the Vessel-Owning Subsidiaries, including the Vessels; and
(o) The Vessels are (i) adequate and suitable for use by the Vessel-Owning Subsidiaries in the Vessel-Owning Subsidiaries’ business as presently conducted by them in all material respects as described in the Registration Statement, ordinary wear and tear excepted; (ii) seaworthy in all material respects for hull and machinery insurance warranty purposes and is in good running order and repair; (iii) insured against all risks, and in amounts, consistent with common industry practices; (iv) in compliance with maritime laws and regulations; (v) duly registered under the flag of the Marshall Islands; and (vi) in compliance in all material respects with the requirements of its present class and classification society; and all class certificates of each of the Vessels are clean and valid and free of recommendations affecting class.
4.2 Disclaimer of Warranties. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE ASSETS OWNED BY THE VESSEL-OWNING SUBSIDIARIES, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON SUCH ASSETS, (B) THE INCOME TO BE DERIVED FROM SUCH ASSETS, (C) THE SUITABILITY OF SUCH ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON OR THEREWITH, (D) THE COMPLIANCE OF OR BY SUCH ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF SUCH ASSETS. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, EACH PARTY ACKNOWLEDGES AND AGREES THAT SUCH PARTY HAS HAD THE OPPORTUNITY TO INSPECT THE ASSETS OF THE VESSEL-OWNING SUBSIDIARIES, AND SUCH PARTY IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE ASSETS OF THE VESSEL-OWNING SUBSIDIARIES AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY THE OTHER PARTY. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, EACH OF THE PARTIES HEREBY ACKNOWLEDGES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ASSETS OWNED BY THE SUBSIDIARIES, AS PROVIDED FOR HEREIN, ARE CONVEYED ON AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE ASSETS OF THE SUBSIDIARIES ARE CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE THE CONTRIBUTION AND CONVEYANCE OF THE VESSEL-OWNING SUBSIDIARY SHARES OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION HAVE BEEN
NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE ASSETS OF THE VESSEL-OWNING SUBSIDIARIES THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT.
ARTICLE V
FURTHER ASSURANCES
5.1 Further Assurances. From time to time after the date of this Agreement, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and will do all such other acts and things, all in accordance with applicable Law, as may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed and assigned by this Agreement or intended so to be and (c) to more fully and effectively carry out the purposes and intent of this Agreement.
ARTICLE VI
INDEMNIFICATION
Section 6.1 Release of Pre-Distribution Claims.
(a) Effective as of the Relevant Time, and except (i) as may be expressly provided in this Agreement or any other document executed or delivered in connection with this Agreement and (ii) for any matter for which any Party is entitled to indemnification pursuant to this Article VI, each Party, for itself and each member of its respective Group, their respective Affiliates and all Persons who at any time prior to the Relevant Time were directors, officers, agents or employees of any member of its Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, do hereby remise, release and forever discharge the other Party and the other members of such other Party’s Group, their respective Affiliates and all Persons who at any time prior to the Relevant Time were shareholders, directors, officers, agents or employees of any member of such other Party’s Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law or in equity, whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Relevant Time, including in connection with all activities to implement the Distribution and any of the other transactions contemplated hereunder and under the or any other document executed or delivered in connection with this Agreement.
(b) Nothing contained in Section 6.1(a) and Section 2.6 shall impair or otherwise affect any right of any Party, and as applicable, a member of the Party’s Group to enforce this Agreement, any or any other document executed or delivered in connection with this Agreement or any agreements, arrangements, commitments or understandings contemplated in this Agreement or any other document executed or delivered in connection with this Agreement that continue in effect after the Relevant Time. In addition, nothing contained in Section 6.1(a) shall release any Person from any Liability that the Parties may have with respect to indemnification pursuant to this Agreement. In addition, nothing contained in Section 6.1(a) shall release Imperial Petroleum from indemnifying any director, officer or employee of C3is who was a director, officer or employee of Imperial Petroleum or any of its Affiliates on or prior to the Relevant Time, as the case may be, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then existing obligations.
Section 6.2 Indemnification by Imperial Petroleum. Effective as of the Relevant Time, Imperial Petroleum shall indemnify the C3is Group for any and all obligations and other Liabilities arising from, or relating to, the operation, management or employment of the Imperial Petroleum Retained Business prior to, on or after the Relevant Time.
ARTICLE VII
TERMINATION
Section 7.1 Termination. This Agreement may be terminated by Imperial Petroleum in its sole discretion at any time prior to the consummation of the Distribution.
Section 7.2 Effect of Termination. In the event of any termination of this Agreement prior to consummation of the Distribution, neither Party (nor any of its directors or officers) shall have any liability or further obligation to the other Party.
ARTICLE VIII
MISCELLANEOUS
8.1 Survival of Representations and Warranties. The representations and warranties of the Parties in this Agreement and in or under any documents, instruments and agreements delivered pursuant to this Agreement, will survive the completion of the transactions contemplated hereby regardless of any independent investigations that C3is may make or cause to be made, or knowledge it may have, prior to the date of this Agreement and will continue in full force and effect.
8.2 Costs. C3is shall pay any and all sales, use and similar taxes arising out of the contributions, conveyances and deliveries to be made hereunder, and shall pay all documentary, filing, recording, transfer, deed, and conveyance taxes and fees required in connection therewith.
8.3 Headings; References; Interpretation. All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All references herein to Articles and Sections shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement, respectively. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.
8.4 Successors and Assigns. The Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
8.5 No Third Party Rights. The provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.
8.6 Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the parties hereto.
8.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties hereto submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York (or, if jurisdiction in that court is not available, then any state court located within the Borough of Manhattan, City of New York) for any and all legal actions arising out of or in connection with this Agreement.
8.8 Severability. If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any governmental body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid, and an equitable adjustment shall be made and necessary provision added so as to give effect, as nearly as possible, to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.
8.9 Deed; Bill of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the Vessel-Owning Subsidiary Shares.
8.10 Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties hereto.
8.11 Integration. This Agreement and the instruments referenced herein supersede all previous understandings or agreements among the Parties, whether oral or written, with respect to its subject matter hereof. This Agreement and such instruments contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it is contained in a written amendment hereto executed by the Parties hereto after the date of this Agreement.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Contribution and Distribution Agreement has been duly executed by the parties set forth below.
| IMPERIAL PETROLEUM INC. | ||
| By: | /s/ Harry N. Vafias | |
| Name: Harry N. Vafias | ||
| Title: CEO and Director | ||
| C3IS INC. | ||
| By: | /s/ Dr. Diamantis Andriotis | |
| Name: Dr. Diamantis Andriotis | ||
| Title: President and Director | ||
Exhibit 99.4
MEMORANDUM OF AGREEMENT Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by BIMCO in 1956. Code name SALEFORM 2012 Revised 1966, 1983 and 1986/87, 1993 and 2012 Dated: 7th july 2023 TANKPUNK INC. of Marshall Islandshereinafter called the “Sellers’’, have agreed to sell, and CRUDE OIL SERVICES INTERNATIONAL INC. of Marshall Islands hereinafter called the “Buyers”, have agreed to buy: Name of vessel: STEALTH BERANA IMO Number: 9437672 Classification Society: BV Class Notation: + HULL + MACH Oil tanker ESP Unrestricted navigation +AUT UMS, MON SHAFT , VCS TRANSFER, BWT Year of Build: 2010 Builder/Yard: SAMSUNG Flag: Liberia Place of Registration: GT/NT: 61341 / 35396 hereinafter called the “Vessel”, on the following terms and conditions: Definitions “Banking Days” are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) [and (add additional jurisdictions as appropriate)]. “Buyers’ Nominated Flag State” means Marshall Islands (state flag state). “Class” means the class notation referred to above. “Classification Society” means the Society referred to above. “Deposit” shall have the meaning given in Clause 2(Deposit) “Deposit Holder” means (state name and location of Deposit Holder) or, if left blank, the Sellers’ Bank, which shall hold and release the Deposit in accordance with this Agreement. “In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, e mail or telefax. “Parties” means the Sellers and the Buyers. ? “Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price). “Sellers’ Account” means (state details of bank account) at the Sellers’ Bank. “Sellers’ Bank” means (state name of bank, branch and details) or, if left blank, the bank notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price. 1. Purchase Price The Purchase Price is USD 43 M cash . 2. Deposit As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of % ( per cent) or, if left blank, 10% (ten per cent), of the Purchase Price (the “Deposit”) in an interest bearing in sellers nominated bank account within five (5) Banking Days after the date that:
(i) this Agreement has been signed by the Parties and exchanged in original or by e mail or telefax; and (ii) the Deposit Holder has Confirmed in writing to the Parties that opened: • interest, it any, snail be credited to the BuyersBro Any fee Charged for holding and Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder 3. Payment Latest 1 year after the delivery of the Vessel, tha deposit shall be released to the seller,: and (ii) the balance of the full Purchase Price and all other sums payable on delivery by the Buyers to the Sellers under this Agreement shall be paid in full free of bank charges to the Sellers’ Account. 4. Inspection have also inspected the Vessel at/in—(state place) on—(state date) and have to the terms and conditions of this Agreement . and without interference to Vessel schedule and to normal operation, prior to delivery of the Vessel. expense, an inspection in the presence of a Class surveyor (the Class surveyor is only to act in the* event of a dispute between Buyers and Sellers) and the Buyers (sech Gosts tG exc4ude gessmg up and gas ffeeing) and the Buyers as If the Classification surveyor recuires such the Inspector and Classification Society ’s attendance. whether same are accepted or not within (state date/period). the the (state within (state date/period). The The shall the Vossel examination by the Buyers. Tha sale Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from the datelast day of the Period stated in Line 591, whichever i6 earlier.
Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of Buyers, whereafter this Agreement shall be null and void. *4 (a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4(a) to apply. 5. Time and place of delivery and notices (a)The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage at/in wW in the Sellers’ option. Notice of Readiness shall not be tendered before: 19 JULY 2023 in Sellers1 option cancelling Date (see clauses 5(c), 6 (a)(i), 6 (a) (iii)and 14): in Buyers’ option (b)The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with twenty (20), fifteen (15), ten (10), seven (7), five (5) and three (3) days’ approximate notice and one (1) days notice of the expected time date the Sellers intend to tender Notice of Readiness and of the intended place of delivery. When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery. (c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and proposing a new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3) Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date. If the Buyers have not declared their option within three (3) Banking Days of receipt of the Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date stipulated in line 79. If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect. (e)Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void. 6. Drydocking/Divers Inspection (i) The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s inspection as observer only without interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re positioning. The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection.
(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, then (1) unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society s rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society’s attendance. Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost ) of repairs shall be the average of quotes for the repair work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the imposition of the condition/recommendation, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established. (ill) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the \/esseI at a port within the delivery as Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of fourteen (14) days. Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s If the rudder, propeller, Bottom or pans damaged or defective so as to affect the Vessel’s class, succ defects shall be made good at the Sellers’ cost and expense to the satisfaction of the Classification Society without and expenses, dues and fees to be drawn and surveyed by the Classification Society, the extent of the survey being in the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or found defective so as to affect the Vessel’s class, those parts shall be Classification Society without condition/recommendation**.
The costs and expenses relating to the of the tailshaft system shall be borne by the out or it parts of the system are condemned or found or class in which case the Sellers shall pay these costs and expenses. in the drydock, as surveyor delivery. If, however, the Buyers’ work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do, the additional the Vessel is still in to take Aii drydock or not. *6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 a) to apply. â~…‘Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account 7. Spares, bunkers and other items The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board, and on shore and on order. All spare parts as per class requirement and spare equipment including spare tail end shaft(s) and/or pare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or unused, whether on board or not shall become the Buyers’ property, but spares on order are excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to replace spare parts including spare tail end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment. Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s, officers’ and crew’s personal belongings including the slop chest are excluded from the sale without compensation, as well as the following additional items: (include list) Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation: (include list) Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be replaced by the Sellers prior to delivery at their cost and expense. The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and pay for either: (a) *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or the current net market price of the Vessel or, if unavailable, at the nearest bunkering port, for the quantities taken over. Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price. “inspection” in this Clause 7, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date. *(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions alternative (a) shall apply. 5
8. Documentation The place of closing: to be mutually agreed In exchange of payment and delivery of the Vessel, the Buyers and the Sellers are to provide each other with their respective delivery documentation. Buyers and Sellers shall mutually advise their requirements and the same to be incorporated as an Addendum to this Agreement. Signing of such Addendum shall by no means delay signature of this Agreement by both parties. (a) in exchange for following delivery documents transferring title of the ano stating encumbrances and maritime liens or any ii Evidence that all necessary corporate, of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate); of the flag state Certificate or transcript of Vessel is registered and such authority to the closing meeting with the original to be sent to the Buyers as seen as possible after delivery of the Vessel Declaration of Class or (depending on the Certificate issued within banking Vessel is in Class free of condition/recommendation. other official and provide a certificate or other official evidence of deletion to the Buyers promptly and been delivered ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking viii Commercial Invoice for the Vessel 1 (*) A Vessel; 6
(xii) The Sellers letter of confirmation that to the best of their knowledge, the Vessel i6 not black listed by any nation or international organisation. (as appropriate). (c) If any of the documents listed in Sub clauses a) and (b) the Addendum as above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language. (d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub clause (a) and Sub clause (b) the Addendum as above for review and comment by the other party not later than (state number of days) or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. (e) Concurrent with the exchange of documents in Sub clauses (a) and (b) the Addendum as above, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. (f) Other technical documentation which may be in the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books but the Buyers to have the right to take copies of same. (g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. 9. Encumbrances The Sellers warrant that the Vessel, at the time of delivery, is free from, encumbrances, mortgages and maritime liens or any other debts whatsoever, and is not subject to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel which have been incurred prior to the time of delivery. 10. Taxes, fees and expenses Any taxes, fees and expenses in connection with the purchase and registration in the Buyers’ Nominated Flag State shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account. 11. Condition on delivery The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over, otherwise in the same condition as she was at the time of inspection, fair wear and tear excepted. However, the Vessel shall be delivered free of cargo and free of stowaways with her Class maintained without condition/recommendation*, free of average damage affecting of delivery. “Inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.
Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account 12. Name/markings Upon delivery the Buyers MIGHT change the name of the Vessel and alter funnel markings. 13. Buyers’ default Should the Purchase Price not be paid in accordance with Clause 3(Payment), the Sellers have the right to cancel this Agreement, in which case the Deposit together with interest earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with interest. 14. Sellers’ default Should the Sellers fall to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement the Deposit together with interest earned, if any, shall be released to them immediately. Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement. 15. Buyers’ representatives After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and Expense for a maximum of 14 days and will pay USD 25 each for every day onboard.. These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers and the Buyers’ representatives shall sign the Sellers’ P&l Club’s standard letter of indemnity prior to their embarkation. 16. Law and Arbitration (a) *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.
In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. Society of Maritime. Arbitrators, Inc. Society of Maritime Arbitrators, Inc. *16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16(a) shall apply. 17. Notices All notices to be provided under this Agreement shall be in writing via broking channels. Contact details for recipients of notices are as follows: For the Buyers: For the Sellers: 18. Entire Agreement The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto. Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement. Any terms implied into this Agreement by any applicable statue or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud. A corporate performance guarantee to be given by the top holding co of the buyers to the sellers guaranteeing the performance of the moa and the payment of the 90 pct For and on behalf of the Sellers For and on behaf of the Buyers Name: Title: Name: Title: