Imperial Petroleum Inc./Marshall Islands 6-K, filed Apr 28, 2023
Imperial Petroleum Inc./Marshall Islands (IMPP)
About this 6-K
Imperial Petroleum Inc./Marshall Islands filed this 6-K on April 28, 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 April 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 ☐
This report on Form 6-K 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.
Reverse Stock Split
On April 27, 2023, Imperial Petroleum Inc. (the “Company”) filed an amendment to its Restated Articles of Incorporation to effectuate a reverse stock split of the Company’s issued and outstanding shares of common stock, par value of $0.01 per share. A copy of the amendment is attached hereto as Exhibit 4.1.
Effective as of the opening of trading on April 28, 2023, the Company effected a one-for-fifteen reverse stock split of its shares of common stock. The reverse stock split reduced the number of outstanding shares of the Company’s common stock from approximately 248.1 million to approximately 16.5 million and affected all 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 Company’s outstanding warrants will be proportionately adjusted to increase the exercise price and reduce the number of shares issuable upon exercise in accordance with their terms.
The par value and other terms of the Company’s shares of common stock were not affected by the reverse stock split. The Company’s post-reverse split common shares have a new CUSIP number, Y3894J187, and continue to trade on the Nasdaq Capital Market under the symbol “IMPP”.
A copy of the new form of stock certificate for the Company’s post-reverse stock split shares of common stock is attached hereto as Exhibit 4.2.
Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release dated April 26, 2023 titled “Imperial Petroleum Inc. Announces Reverse Stock Split”.
Repayment of Debt
Attached to this report on Form 6-K as Exhibit 99.2 is a copy of the press release dated April 26, 2023 titled “Imperial Petroleum Inc. Announces the Full Repayment of All Outstanding Loans”, announcing that the Company has repaid early and in full its sole remaining loan with a $16.0 million outstanding balance from Alpha Bank.
EXHIBIT INDEX
| 4.1 | Articles of Amendment to Restated Articles of Incorporation | |
| 4.2 | Form of Common Stock Certificate | |
| 99.1 | Imperial Petroleum Inc. Press Release date April 26, 2023, titled “Imperial Petroleum Inc. Announces Reverse Stock Split” | |
| 99.2 | Imperial Petroleum Inc. Press Release date April 26, 2023, titled “Imperial Petroleum Inc. Announces the Full Repayment of All Outstanding Loans” | |
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: April 28, 2023
| IMPERIAL PETROLEUM INC. | ||
| By: | /s/ Harry Vafias | |
| Name: | Harry Vafias | |
| Title: | Chief Executive Officer | |
Exhibit 4.1
ARTICLES OF AMENDMENT
TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
IMPERIAL PETROLEUM INC.
Under Section 90 of the
Republic of the Marshall Islands Business Corporations Act
IMPERIAL PETROLEUM INC., a corporation incorporated in and existing under the law of the Republic of the Marshall Islands (the “Corporation”), hereby certifies as follows:
(a) The name of the Corporation is: IMPERIAL PETROLEUM INC.
(b) The Corporation was originally incorporated by filing Articles of Incorporation in the Republic of The Marshall Islands on May 14, 2021. Articles of Amendment were filed with the Registrar of Corporations of the Republic of the Marshall Islands on November 5, 2021; Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations of the Republic of the Marshall Islands on November 23, 2021; a Certificate of Correction was filed with the Registrar of Corporations of the Republic of the Marshall Islands on December 2, 2021; and Restated Articles of Incorporation were filed with the Registrar of Corporations of the Republic of the Marshall Islands on December 2, 2021 (as so amended, restated and corrected, the “Articles of Incorporation”). A Statement of Designation was filed pursuant to Section 35(5) of the Business Corporations Act on November 30, 2021 in respect to the rights, preferences and privileges of the 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock of the Corporation; a Statement of Designation was filed pursuant to Section 35(5) of the Business Corporations Act on October 21, 2022 in respect to the rights, preferences and privileges of the Series B Preferred Stock of the Corporation; and a Statement of Designations was filed pursuant to Section 35(5) of the Business Corporations Act on March 27, 2023 in respect to the rights, preferences and privileges of the Series C Cumulative Convertible Perpetual Preferred Stock of the Corporation.
(c) The Amended and Restated Articles of Incorporation are hereby amended by inserting the following as a new paragraph into Section FOURTH immediately following the last paragraph therein:
(d) Reverse Stock Split. As of the commencement of business on April 28, 2023 (the “Reverse Stock Split Effective Date”), each fifteen (15) shares of Common Stock issued and outstanding immediately prior to the Reverse Stock Split Effective Date either issued and outstanding or held by the Corporation as treasury stock shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof (the “Reverse Stock Split”); provided that no fractional shares shall be issued to any holder and that in lieu of issuing any such fractional shares, fractional shares resulting from the Reverse Stock Split will be rounded down to the nearest whole share and provided, further, that stockholders who would otherwise be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the ratio of the Reverse Stock Split will receive a cash payment (without interest and subject to applicable withholding taxes) in an amount per share equal to the closing price per share of Common Stock on the Nasdaq Stock Market
on the trading day immediately preceding the Reverse Stock Split Effective Date, as adjusted for the reverse stock split as appropriate. Each certificate, if any, that immediately prior to the Reverse Stock Split Effective Date represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional shares as described above. The reverse stock split described in this paragraph shall not change the number of shares of Common Stock authorized to be issued or the par value of the Common Stock. No change was made to the number of registered shares of Preferred Stock the Corporation is authorized to issue or to the par value of the Preferred Stock.
(d) This amendment to the Amended and Restated Articles of Incorporation was authorized by actions of the Board of Directors and shareholders of the Corporation as required by the BCA.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to Amended and Restated Articles of Incorporation to be signed as of the 27th day of April, 2023, by its Chief Executive Officer, who hereby affirms and acknowledges, under penalty of perjury, that these Articles of Amendment are the act and deed of the Corporation and that the facts stated herein are true.
| IMPERIAL PETROLEUM INC. | ||
| By: | /s/ Harry N. Vafias | |
| Name: | Harry N. Vafias | |
| Title: | President and Chief Executive Officer | |
Exhibit 4.2
COMMON STOCK
| CUSIP No. Y3894J 187 | ||
| Certificate Number |
Shares |
IMPERIAL PETROLEUM INC.
FORMED UNDER THE LAWS OF THE REPUBLIC OF THE MARSHALL ISLANDS
THIS CERTIFIES THAT _______________________________________
is the owner of _______________________________________________
FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF
Imperial Petroleum Inc. (hereinafter called the “Company”), transferable on the books of the Company by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Articles of Incorporation, as amended, and Bylaws of the Corporation, to all of which each holder, by acceptance hereof, assents.
Witness the signatures of the duly authorized officers of the Company.
|
Dated , 2023 |
[Affix Corporate Seal] |
| Harry N. Vafias, Chief Executive Officer, President and Director | Ifigeneia (Fenia) Sakellari, Secretary |
COUNTERSIGNED AND REGISTERED
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
TRANSFER AGENT AND REGISTRAR
| By |
||
| Authorized Signature |
IMPERIAL PETROLEUM INC. WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH CLASS OF SHARES OF THE COMPANY AUTHORIZED TO BE ISSUED AND THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH SERIES, WHICH ARE FIXED AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DESIGNATE AND FIX THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF OTHER SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED SHARES CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
| TEN COM |
— | as tenants in common | UNIF GIFT MIN ACT — | Custodian | ||||||||||||
| TEN ENT |
— | as tenants by the entireties | (Cust) | (Minor) | ||||||||||||
| JT TEN |
— | as joint tenants with right | Under Uniform Gifts to Minors Act | |||||||||||||
| of survivorship and not as | ||||||||||||||||
| tenants in common | (State) | |||||||||||||||
Additional abbreviations may also be used though not in the above list.
For value received, ___________________________________ hereby sells, assigns and transfers unto
| PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE |
| |
| (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) |
|
_______________________________Shares represented by the within Certificate, and does hereby irrevocably constitute and appoint |
| _______________________________Attorney to transfer the said shares on the books of the within named Corporation with full power of substitution in the premises. |
| Dated | ||||
| NOTICE: | THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. |
| SIGNATURE(S) GUARANTEED: | ||
| THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. |
Exhibit 99.1
IMPERIAL PETROLEUM INC.
IMPERIAL PETROLEUM INC. ANNOUNCES REVERSE STOCK SPLIT
To be effective April 28, 2023
Aiming to meet the minimum bid price requirement for maintaining listing on Nasdaq
Shareholders’ percentage ownership interest will not be affected
ATHENS, GREECE – April 26, 2023 – IMPERIAL PETROLEUM INC. (the “Company”) (Nasdaq: IMPP) today announced that its board of directors has determined to effect a one-for-fifteen (1-for-15) reverse stock split of the Company’s common stock, par value $0.01 per share.
The reverse stock split will take effect, and the Company’s common stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market as of the opening of trading on April 28, 2023. The CUSIP number of Y3894J187 will be assigned to the Company’s common stock when the reverse stock split becomes effective.
When the reverse stock split becomes effective, every fifteen (15) of the Company’s issued shares of common stock will be combined into one issued share of common stock, without any change to the par value per share. This will reduce the number of outstanding shares of common stock from approximately 248.1 million shares to approximately 16.5 million shares. The Company’s outstanding warrants will be proportionately adjusted to increase the exercise price and reduce the number of shares issuable upon exercise.
No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise hold a fraction of a share of common stock of the Company will receive a cash payment in lieu thereof at a price equal to that fraction of a share to which the stockholder would otherwise be entitled, multiplied by the closing price of the Company’s common stock on Nasdaq on April 27, 2023.
The reverse stock split will affect all holders of common stock uniformly and will not affect any shareholder’s percentage ownership interest in the Company, except as a result of the treatment of fractional shares. Neither will the reverse stock split have any direct impact on the market capitalization of the Company, nor modify any voting rights or other terms of the common stock.
Stockholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the consequence of the reverse stock split reflected in their accounts on or after April 28, 2023. Such beneficial holders may contact their bank, broker, or nominee for more information.
The reverse stock split ratio approved by the board of directors is within the, previously disclosed, range of ratios for a reverse stock split authorized by the stockholders of the Company, within three years of the spin-out of the Company.
On June 17, 2022, the Company received notice from The Nasdaq Stock Market (“Nasdaq”) that it was no longer in compliance with Nasdaq’s continued listing standards because the average closing share price of the Company’s common stock over a consecutive 30 trading-day period had fallen below the requirement to be at least $1.00 per share, and on December 15, 2022 received a notice from Nasdaq granting the Company until June 12, 2023 to regain compliance with this requirement. The purpose of the reverse stock split is to increase the market price of the Company’s common stock. The Company believes that the reverse stock split will increase the market price for its common stock and cure this deficiency.
Forward-Looking Statements
Matters discussed in this release may constitute forward-looking statements within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements with respect to the IMPERIAL PETROLEUM INC’s ability to regain compliance with Nasdaq’s continued listing standards and remain listed on Nasdaq or other major stock exchange and other statements that are forward looking. 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, or impact or duration of the COVID-19 pandemic 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. 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 risks discussed in our filings with the SEC and the following: the 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, 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.
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 twelve vessels; five M.R. product tankers, one Aframax oil tanker, two Suezmax tankers and four Handysize dry bulk carriers with a total capacity of 808,000 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.
For further information, please contact:
Company Contact:
Fenia Sakellaris
IMPERIAL PETROLEUM INC.
E-mail: info@imperialpetro.com
Exhibit 99.2
IMPERIAL PETROLEUM INC.
IMPERIAL PETROLEUM ANNOUNCES THE FULL REPAYMENT OF ALL OUTSTANDING LOANS
Athens, Greece, April 26, 2023 – Imperial Petroleum Inc. (Nasdaq: IMPP) (the “Company”), a ship-owning company providing petroleum products, crude oil, and drybulk seaborne transportation services, announced today that the Company recently repaid early and in full its sole remaining loan with a $16.0 million outstanding balance from Alpha Bank. This loan was secured with first priority mortgages on product tankers Clean Nirvana and Clean Justice. Following the recent early repayment of all outstanding debt – approximately $69 million in total, the Company’s fleet of twelve vessels is now completely unencumbered. The repayment of all indebtedness will save approximately $10.3 million per annum in principal loan repayments and about $5 million per annum in finance costs basis current level of LIBOR rates. The combination of a high cash balance and unencumbered fleet, positions the Company well for future growth.
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 twelve vessels; five M.R. product tankers, one Aframax oil tanker, two Suezmax tankers and four Handysize dry bulk carriers with a total capacity of 808,000 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, or impact or duration of the COVID-19 pandemic 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
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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 risks discussed in our filings with the SEC and the following: the 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, 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.
Company Contact:
Fenia Sakellaris
IMPERIAL PETROLEUM INC.
info@imperialpetro.com
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