Imperial Petroleum Inc./Marshall Islands 6-K, filed Sep 16, 2022
Imperial Petroleum Inc./Marshall Islands (IMPP)
About this 6-K
Imperial Petroleum Inc./Marshall Islands filed this 6-K on September 16, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2022
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
The press release issued by Imperial Petroleum Inc. on September 14, 2022, announcing the adjournment of its annual meeting of stockholders, and notice to stockholders of adjourned meeting, are attached as Exhibits 99.1 and 99.2.
EXHIBIT INDEX
| 99.1 | Imperial Petroleum Inc. Press Release dated September 14, 2022 | |
| 99.2 | Notice of Adjourned Meeting | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 16, 2022
| IMPERIAL PETROLEUM INC. | ||
| By: | /s/ Harry Vafias | |
| Name: | Harry Vafias | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
IMPERIAL PETROLEUM INC.
IMPERIAL PETROLEUM INC. ANNOUNCES ADJOURNMENT OF ANNUAL MEETING OF STOCKHOLDERS
Athens, Greece, September 14, 2022 – Imperial Petroleum Inc. (Nasdaq: IMPP) (the “Company”) today announced that the Annual Meeting of Shareholders of the Company convened on September 14, 2022 has been adjourned, due to lack of requisite quorum, to Thursday, October 13, 2022 at 11:00 a.m. Greek local time at the Company’s offices at 331 Kifissias Avenue, Erithrea 14561 in Athens, Greece. The record date for the adjourned annual meeting continues to be July 22, 2022.
The Company adjourned the Meeting for the purpose of allowing additional time for shareholders to vote on the proposals as set forth in the Company’s proxy statement for the Meeting, dated August 3, 2022 (the “Proxy Statement”), which remains unchanged, and to seek to obtain a quorum.
The business scheduled for the re-convened Meeting remains the same as set forth in the Proxy Statement, which is: Proposal 1, the election of one director to hold office until the annual meeting of stockholders in 2025 and such director’s successor has been duly elected and qualified; Proposal 2, ratification of the appointment of our independent auditors; and to transact such other business as may properly come before the adjourned 2022 Annual Meeting and any further adjournments or postponements thereof.
All stockholders of record as of July 22, 2022, who have not already done so are encouraged to vote on the proposals. Stockholders who have previously submitted a proxy or otherwise voted do not need to take any action and all previously submitted proxies will be voted at the adjourned annual meeting unless properly revoked.
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 8 vessels; five M.R. product tankers, one Aframax oil tanker and two suezmax tankers and has entered into an agreement to acquire two handysize dry bulk carriers. Following the delivery of these dry bulk vessels, Imperial Petroleum’s fleet will count 10 vessels with a capacity of approximately 737,000 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 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.
00-30-210-6250-001
Exhibit 99.2
IMPERIAL PETROLEUM INC.
331 Kifissias Avenue
Erithrea 14561
Athens, Greece
NOTICE OF ADJOURNED 2022 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On Thursday, October 13, 2022
NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Stockholders of Imperial Petroleum Inc., a corporation incorporated in the Republic of the Marshall Islands, convened on September 14, 2022, has been adjourned, due to lack of requisite quorum, to 11:00 a.m. Greek local time, Thursday, October 13, 2022, at the Company’s offices at 331 Kifissias Avenue, Erithrea 14561 in Athens, Greece, in order to allow additional time for shareholders to vote on the proposals described below, which remain the same as set forth in the Company’s proxy statement for the meeting, dated August 3, 2022, and to seek to obtain a quorum. The business scheduled for adjourned meeting remains the same, which is for the following purposes:
| 1. | to elect one director to hold office until the annual meeting of stockholders in 2025 and such director’s successor has been duly elected and qualified; |
| 2. | to ratify the appointment of our independent auditors; and |
| 3. | to transact such other business as may properly come before the 2022 Annual Meeting and any adjournments or postponements thereof. |
During the adjourned 2022 Annual Meeting, management also will discuss our financial results for the year ended December 31, 2021. The Proxy Statement, proxy card or voting instruction form and the Company’s 2021 Annual Report to Stockholders, which contains copies of our audited financial statements, are available at www.imperialpetro.com under the heading “Investor Relations-SEC Filings” or at www.proxyvote.com.
The record date for the adjourned annual meeting continues to be July 22, 2022 and only holders of record of shares of our common stock, par value $0.01 per share, at the close of business on July 22, 2022 are entitled to receive notice of, and to vote at, the adjourned 2022 Annual Meeting and at any further adjournments or postponements.
If you have not yet voted, please vote your shares by using the Internet, by telephone, or by completing and returning by mail, in the envelope provided, the proxy card or voting instruction form, which is being solicited on behalf of our Board of Directors. The proxy card or voting instruction form previously made available shows the form in which your shares of common stock are registered. Your signature must be in the same form. Voting your shares by using the Internet, by telephone, or by returning the proxy card or voting instruction form does not affect your right to vote in person, should you decide to attend the adjourned 2022 Annual Meeting.
Stockholders who have previously submitted a proxy or otherwise voted do not need to take any action and all previously submitted proxies will be voted at the adjourned annual meeting unless properly revoked.
| By Order of the Board of Directors |
| Harry Vafias |
| President, Chief Executive Officer and Chairman |
| Athens, Greece |
| September 14, 2022 |