Imperial Petroleum Inc./Marshall Islands F-1/A, filed Nov 18, 2021

Imperial Petroleum Inc./Marshall Islands (IMPP)

F-1/A 2021-11-18

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Added on October 20, 2026

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Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.01 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.01	4,775,272 Common Shares 795,878 Series A Preferred Shares	— $25.00	$106,602,781⁽²⁾ $ 19,896,950⁽²⁾	$ 9,882.10 $ 1,844.45
Total			$126,499,731⁽²⁾	$11,726.55*


	Page
ABOUT THIS PROSPECTUS		1
FORWARD-LOOKING STATEMENTS		1
ENFORCEABILITY OF CIVIL LIABILITIES		3
PROSPECTUS SUMMARY		7
THE SPIN-OFF DISTRIBUTION		15
THE COMPANY		22
SUMMARY COMBINED CARVE-OUT FINANCIAL AND OTHER DATA		23
RISK FACTORS		26
CAPITALIZATION		60
SELECTED HISTORICAL FINANCIAL AND OTHER DATA		61
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION		64
BUSINESS		83
MANAGEMENT		101
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		106
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AFTER THE SPIN-OFF DISTRIBUTION		109
CERTAIN MARSHALL ISLANDS COMPANY CONSIDERATIONS		111
COMMON STOCK DIVIDEND POLICY		115
TAX CONSIDERATIONS		116
DESCRIPTION OF CAPITAL STOCK		127
SHARES ELIGIBLE FOR FUTURE SALE		139
PLAN OF DISTRIBUTION		139
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES		139
LEGAL MATTERS		140
EXPERTS		140
WHERE YOU CAN FIND ADDITIONAL INFORMATION		140
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION		141
INDEX TO FINANCIAL STATEMENTS		F-1


	Year Ended December 31,						Six Months Ended June 30,
Statement of Operations Data	2019			2020			2020 (Unaudited)			2021 (Unaudited)
Voyage revenues		13,329,640			20,302,052			8,959,965			9,226,877
Voyage expenses		572,553			3,194,312			758,922			1,931,781
Vessel operating expenses		3,799,700			7,160,594			3,396,061			3,737,123
Dry-docking costs		22,265			935,565			20,775			—
Vessel depreciation		8,613,177			8,643,920			4,306,588			4,337,331
Management fees-related party		365,515			503,355			237,475			261,545
General and administrative expenses-related party		331,408			219,717			103,179			176,162
(Loss)/income from operations		(374,978	)		(355,411	)		136,965			(1,217,065	)
Other financing costs		(7,663	)		(10,008	)		(8,632	)		(3,376	)
Other income/(expenses)		7,457			(28,342	)		(369	)		(8,283	)
Net (loss)/income		(375,184	)		(393,761	)		127,964			(1,228,724	)


	As of December 31,				As of June 30, 2021 (Unaudited)
Balance Sheet Data	2019		2020		As of June 30, 2021 (Unaudited)
Cash and cash equivalents		8,802,847		6,451,524		3,282,775
Current assets		9,195,772		9,431,958		6,479,253
Vessels, net		136,410,967		128,689,447		124,300,316
Total assets		145,606,739		138,121,405		130,779,569
Current liabilities		1,925,168		4,059,482		4,279,838
Total liabilities		1,925,168		4,059,482		4,279,838
Net parent investment		143,681,571		134,061,923		126,499,731


	Year Ended December 31,						Six Months Ended June 30,
Cash Flow Data	2019			2020			2020 (Unaudited)			2021 (Unaudited)
Net cash provided by operating activities		8,573,456			8,867,595			5,093,147			3,307,319
Net cash used in investing activities		—			(728,000	)		—			(142,600	)
Net cash used in financing activities		(4,168,177	)		(9,325,887	)		(5,681,621	)		(6,333,468	)


	Year Ended December 31,						Six Months Ended June 30,
Fleet Data	2019			2020			2020			2021
Average number of vessels(1)		4.0			4.0			4.0			4.0
Total voyage days for fleet(2)		1,456			1,417			724			712
Total time charter days for fleet(3)		569			615			376			350
Total bareboat charter days for fleet(3)		880			446			262			181
Total spot market days for fleet(4)		7			356			86			181
Total calendar days for fleet(5)		1,460			1,464			728			724
Fleet utilization(6)		99.7	%		96.8	%		99.5	%		98.3	%
Fleet operational utilization(7)		99.7	%		95.7	%		99.5	%		92.3	%

Average Daily Results	(In U.S. dollars per day per vessel)
Adjusted average charter rate(8)		8,762			12,073			11,327			10,246
Vessel operating expenses(9)		2,603			4,891			4,665			5,162
General and administrative expenses(10)		227			150			142			243
Management fees(11)		250			344			326			361
Total daily operating expenses(12)		2,830			5,041			4,807			5,405


	Year Ended December 31,				Six Months Ended
	2019		2020		2020		2021
Voyage revenues	$	13,329,640	$	20,302,052	$	8,959,965	$	9,226,877
Voyage expenses	$	572,553	$	3,194,312	$	758,922	$	1,931,781
Charter equivalent revenues	$	12,757,087	$	17,107,740	$	8,201,043	$	7,295,096
Total voyage days for fleet		1,456		1,417		724		712
Adjusted average charter rate	$	8,762	$	12,073	$	11,327	$	10,246


	As of June 30, 2021 (in U.S. Dollars)
	Actual		As Adjusted
Debt(1):
Current portion of long term debt	$	—	$	4,765,152

Total long term debt, net of current portion		—		23,038,848

Total debt		—		27,804,000

Parent company equity(2):
Parent company investment	$	126,499,731	$	—
Capital stock		—		47,753
—Preferred Stock		—		7,959
—Additional paid-in capital		—		98,640,019
—Accumulated deficit		—		—

Total parent company equity		126,499,731		98,695,731

Total capitalization	$	126,499,731	$	126,499,731


	As of December 31,				As of June 30,
Balance Sheet Data	2019		2020		2021 (Unaudited)
Cash and cash equivalents		8,802,847		6,451,524		3,282,775
Current assets		9,195,772		9,431,958		6,479,253
Vessels, net		136,410,967		128,689,447		124,300,316
Total assets		145,606,739		138,121,405		130,779,569
Current liabilities		1,925,168		4,059,482		4,279,838
Total liabilities		1,925,168		4,059,482		4,279,838
Net parent investment		143,681,571		134,061,923		126,499,731


	Percentage difference between our average 6-month 2021 rates as compared with the base rates			5-year historical average rate				3-year historical average rate				1-year historical average rate
				No. of vessels		Amount ($ million)		No. of vessels		Amount ($ million)		No. of vessels		Amount ($ million)
Product Tankers		-8.84	%		3		31.3		3		31.3		3		31.3
Aframax Tanker		-3.43	%		—		—		—		—		—		—


	Payments due by period (in thousands)
	Total		Less than 1 year (2021)		1-3 years (2022-2023)		3-5 years (2024-2025)		More than 5 years (After January 1, 2026)
Management fees(1)	$	840	$	560	$	280		—		—

Total	$	840	$	560	$	280	$	—	$	—


As of June 30, 2021	Imperial Petroleum Inc. Predecessor		Transaction accounting adjustments			Notes			Autonomous entity adjustments		Notes	Pro Forma Combined
Assets
Current assets
Cash and cash equivalents		3,282,775		—						—			3,282,775
Restricted cash		1,165,031		—						—			1,165,031
Trade and other receivables		1,469,806		—						—			1,469,806
Inventories		378,091		—						—			378,091
Advances and prepayments		183,550		—						—			183,550

Total current assets		6,479,253		—						—			6,479,253


Non current assets
Vessels, net		124,300,316		—						—			124,300,316

Total non current assets		124,300,316		—						—			124,300,316


Total assets		130,779,569		—						—			130,779,569


Liabilities and equity
Current liabilities
Current portion of long-term debt		—		4,765,152			3(a)			—			4,765,152
Trade accounts payable		1,041,483		—						—			1,041,483
Payable to related party		1,473,000		—						—			1,473,000
Accrued liabilities		303,573		—						—			303,573
Customer deposits		868,000		—						—			868,000
Deferred income		593,782		—						—			593,782

Total current liabilities		4,279,838		4,765,152						—			9,044,990

Long-term debt, net of current portion		—		23,038,848			3(a)						23,038,848

Total non-current liabilities		—		23,038,848						—			23,038,848


Total liabilities		4,279,838		27,804,000						—			32,083,838
Parent company investment		126,499,731		(126,499,731	)		3(a), 3(e)			—			—
Common stock		—		47,753			3 (e)			—			47,753
Preferred stock		—		7,959			3(e	)		—			7,959
Additional paid-in capital		—		98,640,019			3(e)			—			98,640,019

Equity		126,499,731		(27,804,000	)					—			98,695,731

Total liabilities and equity		130,779,569		—						—			130,779,569


Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2020	Imperial Petroleum Inc. Predecessor			Transaction accounting adjustments					Autonomous entity adjustments			Notes			Pro Forma Combined
Revenues
Revenues		20,302,052			—					—						20,302,052

Total revenues		20,302,052			—					—						20,302,052

Expenses
Voyage expenses		2,944,071			—					—						2,944,071
Voyage expenses – related party		250,241			—					—						250,241
Vessels’ operating expenses		7,112,094			—					—						7,112,094
Vessels’ operating expenses – related party		48,500			—					—						48,500
Dry-docking costs		935,565			—					—						935,565
Management fees – related party		503,355			—					—						503,355
General and administrative expenses		219,717			300,000		3(d)			527,988			3(c)			1,047,705
Depreciation		8,643,920			—					—						8,643,920

Total expenses		20,657,463			300,000					527,988						21,485,451

Loss from operations		(355,411	)		(300,000	)				(527,988	)					(1,183,399	)


Other (expenses) / income
Interest and finance costs		(10,008	)		(625,730	)	3(b)			—						(635,738	)
Interest income		108			—					—						108
Foreign exchange gain/(loss)		(28,450	)		—					—						(28,450	)

Other expenses, net		(38,350	)		(625,730	)				—						(664,080	)

Net loss		(393,761	)		(925,730	)				(527,988	)					(1,847,479	)

Weighted average shares outstanding – basic and diluted																4,775,272
Loss per share													3(f)			(75.15	)

Unaudited Pro Forma Condensed Combined Statement of Operations

For the 6-months ended June 30, 2021	Imperial Petroleum Inc. Predecessor			Transaction accounting adjustments					Autonomous entity adjustments			Notes			Pro Forma Combined
Revenues
Revenues		9,226,877			—					—						9,226,877

Total revenues		9,226,877			—					—						9,226,877

Expenses
Voyage expenses		1,815,116			—					—						1,815,116
Voyage expenses – related party		116,665			—					—						116,665
Vessels’ operating expenses		3,695,123			—					—						3,695,123
Vessels’ operating expenses – related party		42,000			—					—						42,000
Management fees – related party		261,545			—					—						261,545
General and administrative expenses		176,162			150,000		3(d	)		263,994			3(c	)		590,156
Depreciation		4,337,331			—					—						4,337,331

Total expenses		10,443,942			150,000					263,994						10,857,936

Loss from operations		(1,217,065	)		(150,000	)				(263,994	)					(1,631,059	)


Other (expenses) / income
Interest and finance costs		(3,376	)		(312,865	)	3(b)			—						(316,241	)
Interest income		4			—					—						4
Foreign exchange gain/(loss)		(8,287	)		—					—						(8,287	)

Other expenses, net		(11,659	)		(312,865	)				—						(324,524	)

Net loss		(1,228,724	)		(462,865	)				(263,994	)					(1,955,583	)

Weighted average shares outstanding – basic and diluted																4,775,272
Loss per share													3(f)			(59.18	)


Name	Age	Positions	Year Became Director	Year Director’s Current Term Expires
Harry N. Vafias	43	Chief Executive Officer, President and Class I Director	2021	2024
John Kostoyannis*	55	Class II Director	2021	2023
George Xiradakis*	57	Class III Director	2021	2022
Ifigeneia (Fenia) Sakellari	41	Interim Chief Financial Officer


	Common Shares Beneficially Owned					Series A Preferred Shares Beneficially Owned
Name of Beneficial Owner	Number		Percentage			Number		Percentage
Principal Stockholders
Flawless Management Inc.(1)		888,181		18.6	%		148,030		18.6	%
Glendon Capital Management L.P.(2)		812,349		17.0	%		135,391		17.0	%
MSDC Management, L.P.(3)		439,581		9.2	%		73,263		9.2	%
Russell Investments Group, Ltd.(4)		347,500		7.3	%		57,916		7.3	%
Redwood Capital Management, LLC(5)		300,610		6.3	%		50,101		6.3	%
Renaissance Technologies LLC(6)		287,600		6.0	%		47,933		6.0	%
TowerView LLC(7)		270,058		5.7	%		45,009		5.7	%
Executive Officers and Directors
Harry N. Vafias(1)		1,032,383		21.6	%		172,063		21.6	%
John Kostoyannis		1,412		*			235		*
George Xiradakis		—		—			—		—
Ifigeneia (Fenia) Sakellari		399		*			66		*
All executive officers and directors as a group (four persons)		1,034,194		21.6	%		172,364		21.6	%


Held at a time and place as designated or in the manner provided in the bylaws.		Held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors.

Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the articles of incorporation or by the bylaws.		Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.

May be held within or outside the Republic of the Marshall Islands.		May be held within or outside Delaware.

Notice:		Notice:

Whenever shareholders are required or permitted to take action at a meeting, written notice shall state the place, date and hour of the meeting and, unless it is the annual meeting, indicate that it is being issued by or at the direction of the person calling the meeting.		Whenever shareholders are required or permitted to take any action at a meeting, written notice shall state the place, if any, date and hour of the meeting and the means of remote communication, if any, by which shareholders may be deemed to be present and vote at the meeting.

A copy of the notice of any meeting shall be given not less than 15 nor more than 60 days before the meeting.		Written notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting.

Any action required or permitted to be taken by meeting of shareholders may be taken without meeting if consent is in writing and is signed by all the shareholders entitled to vote.		Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting, without prior notice and without a vote if consent is in writing and signed by the holders of outstanding stock having the number of votes necessary to authorize or take action at a meeting.

Each shareholder entitled to vote may authorize another person to act for him by proxy.		Each shareholder entitled to vote may authorize another person or persons to act for each shareholder by proxy.


Unless otherwise provided in the articles of incorporation or bylaws, a majority of shares entitled to vote shall constitute a quorum but in no event shall a quorum consist of fewer than one-third of the shares entitled to vote at a meeting.		The certificate of incorporation or bylaws may specify the number necessary to constitute a quorum but in no event shall a quorum consist of less than one-third of the shares entitled to vote at the meeting. In the absence of such specifications, a majority of shares entitled to vote at the meeting shall constitute a quorum.

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.		When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

Except as otherwise required by the BCA or the articles of incorporation, directors shall be elected by a plurality of the votes cast by holders of shares entitled to vote, and, except as required or permitted by the BCA or the articles of incorporation, any other corporate action shall be authorized by a majority of votes cast by holders of shares entitled to vote thereon		Unless otherwise specified in the certificate of incorporation or bylaws, directors shall be elected by a plurality of the votes of the shares entitled to vote on the election of directors, and, in all other matters, the affirmative vote of the majority of the shares entitled to vote on the subject matter shall be the act of the shareholders.

The articles of incorporation may provide for cumulative voting.		The certificate of incorporation may provide for cumulative voting.


Shareholders have a right to dissent from a merger or consolidation or sale or exchange of all or substantially all assets not made in the usual and regular course of business, and receive payment of the fair value of their shares, subject to exceptions.		Appraisal rights shall be available for the shares of a corporation in a merger or consolidation, subject to exceptions.

A holder of any adversely affected shares who does not vote on or consent in writing to an amendment to the articles of incorporation has the right to dissent and to receive payment for such shares if the amendment:		The certificate of incorporation may provide that appraisal rights are available for shares as a result of an amendment to the certificate of incorporation, any merger or consolidation or the sale of all or substantially all of the assets.

Alters or abolishes any preferential right of any outstanding shares having preferences; or

Creates, alters, or abolishes any provision or right in respect to the redemption of any outstanding shares; or

Excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class.


An action may be brought in the right of a corporation to procure a judgment in its favor by a holder of shares or of a beneficial interest in such shares. It shall be made to appear that the plaintiff is such a holder at the time of bringing the action and that he was such a holder at the time of the transaction of which he complains, or that his shares or his interest therein devolved upon him by operation of law.		In any derivative suit instituted by a shareholder or a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law.

Complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board or the reasons for not making such effort.		Delaware Court of Chancery Rule 23.1 governs the procedures for derivative actions by shareholders.

Such action shall not be discontinued, compromised or settled without the approval of the High Court of the Republic of the Marshall Islands.

Attorney’s fees may be awarded if the action is successful.

Corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of stock and the shares have a value of $50,000 or less.


Board must consist of at least one member.		Board must consist of at least one member.

Removal:		Removal:

• Any or all of the directors may be removed for cause by vote of the shareholders. • If the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders.		• Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote except: (1) unless the certificate of incorporation otherwise provides, in the case of a corporation whose board is classified, stockholders may effect such removal only for cause, or (2) if the corporation has cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part.
Number of board members may be fixed by the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw.



Number of board members may be changed by amendment of the bylaws, by the shareholders or by action of the board under specific provision of a bylaw; however if the board is authorized to change the number of directors, it can only do so by a majority of the entire board.		Number of board members shall be fixed by the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by amendment of the certificate.


Members of a board of directors owe a fiduciary duty to the company to act honestly and in good faith with a view to the best interests of the company and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.		The business and affairs of a corporation are managed by or under the direction of its board of directors. In exercising their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty of loyalty to act in the best interests of its shareholders.


SEC registration fee	$	11,726
Nasdaq listing fee	$	55,000
Legal fees and expenses	$	150,000
Accounting fees and expenses	$	75,000
Printing and engraving costs	$	25,000
Transfer agent and distribution agent fees and other	$	15,000
Miscellaneous	$	68,274

Total	$	400,000


	Pages
UNAUDITED CONDENSED COMBINED INTERIM CARVE-OUT FINANCIAL STATEMENTS OF IMPERIAL PETROLEUM INC. PREDECESSOR

Unaudited condensed combined carve-out balance sheets as of December 31, 2020 and June 30, 2021		F-2

Unaudited condensed combined carve-out statements of operations for the six-month periods ended June 30, 2020 and 2021		F-3

Unaudited condensed combined carve-out statements of changes in net parent investment for the six-month periods ended June 30, 2020 and 2021		F-4

Unaudited condensed combined carve-out statements of cash flows for the six-month periods ended June 30, 2020 and 2021		F-5

Notes to the unaudited interim condensed combined carve-out financial statements		F-6

AUDITED COMBINED CARVE-OUT FINANCIAL STATEMENTS OF IMPERIAL PETROLEUM INC. PREDECESSOR

Report of Independent Registered Public Accounting Firm		F-11

Combined carve-out balance sheets as of December 31, 2019 and 2020		F-12

Combined carve-out statements of operations for the years ended December 31, 2019 and 2020		F-13

Combined carve-out statements of changes in net parent investment for the years ended December 31, 2019 and 2020		F-14

Combined carve-out statements of cash flows for the years ended December 31, 2019 and 2020		F-15

Notes to the combined carve-out financial statements		F-16


	As of December 31, 2020		As of June 30, 2021
Assets
Current assets
Cash and cash equivalents		6,451,524		3,282,775
Restricted cash		1,165,031		1,165,031
Trade and other receivables		665,875		1,469,806
Other current assets		173,930		—
Inventories		835,997		378,091
Advances and prepayments		139,601		183,550

Total current assets		9,431,958		6,479,253


Non current assets
Vessels, net (Note 4)		128,689,447		124,300,316

Total non current assets		128,689,447		124,300,316


Total assets		138,121,405		130,779,569

Liabilities and net parent investment
Current liabilities
Trade accounts payable		1,192,965		1,041,483
Payable to related party (Notes 3 and 8)		1,473,000		1,473,000
Accrued liabilities		390,923		303,573
Customer deposits (Note 7)		868,000		868,000
Deferred income		134,594		593,782

Total current liabilities		4,059,482		4,279,838

Total liabilities		4,059,482		4,279,838

Commitments and contingencies (Note 8)

Net parent investment		134,061,923		126,499,731

Total liabilities and net parent investment		138,121,405		130,779,569


	For the six-month periods ended June 30,
	2020			2021
Revenues
Revenues (Note 6)		8,959,965			9,226,877

Total revenues		8,959,965			9,226,877


Expenses
Voyage expenses		647,397			1,815,116
Voyage expenses – related party (Note 3)		111,525			116,665
Vessels’ operating expenses		3,377,561			3,695,123
Vessels’ operating expenses – related party (Note 3)		18,500			42,000
Dry-docking costs		20,775			—
Management fees – related party (Note 3)		237,475			261,545
General and administrative expenses – related party (Note 3)		103,179			176,162

Depreciation (Note 4)		4,306,588			4,337,331

Total expenses		8,823,000			10,443,942

Income/(Loss) from operations		136,965			(1,217,065	)


Other (expenses) / income
Other finance costs		(8,632	)		(3,376	)
Interest income		105			4
Foreign exchange loss		(474	)		(8,287	)

Other expenses, net		(9,001	)		(11,659	)

Net income/(loss)		127,964			(1,228,724	)


	2020			2021
Balance at January 1,		143,681,571			134,061,923

Net income/(loss)		127,964			(1,228,724	)
Net transfers to parent		(5,581,621	)		(6,333,468	)

Balance at June 30,		138,227,914			126,499,731


Company	Date of Incorporation	Name of Vessel Owned by Subsidiary	Dead Weight Tonnage (“dwt”)		Acquisition Date
Clean Power Inc.	5/2/2007	Magic Wand		47,000	9/1/2008
MR Roi Inc.	5/2/2007	Clean Thrasher		47,000	27/2/2008
King of Hearts Inc.	17/3/2008	Falcon Maryam		46,000	14/7/2009
Tankpunk Inc.	6/1/2008	Stealth Berana		115,804	26/7/2010


		For the six-month periods ended June 30,
	Location in statement of operations	2020		2021
Management fees	Management fees – related party		237,475		261,545
Brokerage commissions	Voyage expenses – related party		111,525		116,665
Superintendent fees	Vessels’ operating expenses – related party		13,500		12,000
Crew management fees	Vessels’ operating expenses – related party		5,000		30,000
General and administrative expenses	General and administrative expenses		103,179		176,162


	Vessel Cost			Accumulated depreciation			Net book value
Balance as at January 1, 2021	$	231,766,688		$	(103,077,241	)	$	128,689,447

Depreciation for the period		—			(4,337,331	)		(4,337,331	)
Reduction in vessels improvements		(51,800	)		—			(51,800	)

Balance as at June 30, 2021	$	231,714,888		$	(107,414,572	)	$	124,300,316


	As of December 31, 2019		As of December 31, 2020
	As of December 31, 2019		As of December 31, 2020
Assets
Current assets
Cash and cash equivalents		8,802,847		6,451,524
Restricted cash		—		1,165,031
Trade and other receivables		181,165		665,875
Other current assets		—		173,930
Inventories		131,476		835,997
Advances and prepayments		80,284		139,601

Total current assets		9,195,772		9,431,958


Non current assets
Vessels, net (Note 4)		136,410,967		128,689,447

Total non current assets		136,410,967		128,689,447


Total assets		145,606,739		138,121,405


Liabilities and net parent investment
Current liabilities
Trade accounts payable		523,108		1,192,965
Payable to related party (Note 3)		—		1,473,000
Accrued liabilities (Note 6)		75,668		390,923
Customer deposits		968,000		868,000
Deferred income		358,392		134,594

Total current liabilities		1,925,168		4,059,482

Total liabilities		1,925,168		4,059,482

Commitments and contingencies (Note 11)

Net parent investment		143,681,571		134,061,923

Total liabilities and net parent investment		145,606,739		138,121,405


	For the years ended December 31,
	2019			2020
Revenues
Revenues (Note 7)		13,329,640			20,302,052

Total revenues		13,329,640			20,302,052


Expenses
Voyage expenses		405,965			2,944,071
Voyage expenses – related party (Notes 3)		166,588			250,241
Vessels’ operating expenses (Note 8)		3,775,700			7,112,094
Vessels’ operating expenses – related party (Notes 3, 8)		24,000			48,500
Dry-docking costs		22,265			935,565
Management fees – related party (Note 3)		365,515			503,355
General and administrative expenses – related party (Note 3)		331,408			219,717

Depreciation (Note 4)		8,613,177			8,643,920

Total expenses		13,704,618			20,657,463

Loss from operations		(374,978	)		(355,411	)


Other (expenses) / income
Other finance costs		(7,663	)		(10,008	)
Interest income		7,229			108
Foreign exchange gain/(loss)		228			(28,450	)

Other expenses, net		(206	)		(38,350	)

Net loss		(375,184	)		(393,761	)


	Year ended December 31,
Charterer	2019			2020
A		57	%		34	%
B		18	%		12	%
C		16	%		—
D		—			21	%
E		—			14	%


	Year ended December 31,
Vessels’ Operating Expenses	2019		2020
Crew wages and related costs		2,002,508		3,804,598
Insurance		159,969		290,866
Repairs and maintenance		452,857		1,227,639
Spares and consumable stores		692,845		1,015,100
Miscellaneous expenses		491,521		822,391

Total		3,799,700		7,160,594


3.1*		Articles of Incorporation of Imperial Petroleum Inc., as amended

3.2*		Bylaws of Imperial Petroleum Inc.

3.3*		Amended and Restated Articles of Incorporation of Imperial Petroleum Inc.

3.4*		Amended and Restated Bylaws of Imperial Petroleum Inc.

3.5*		Statement of Designation of 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock

4.1*		Specimen Common Stock Certificate

4.2*		Specimen Series A Preferred Share Certificate

4.3*		Contribution Agreement between Imperial Petroleum Inc. and StealthGas Inc.

5.1*		Opinion of Reeder & Simpson LLP. P.C. as to the validity of the securities being registered

8.1*		Opinion of Reeder & Simpson, P.C. with respect to certain Marshall Islands tax matters

8.2*		Opinion of Morgan, Lewis & Bockius LLP with respect to certain U.S. tax matters

10.1		Management Agreement between Imperial Petroleum Inc. and Stealth Maritime S.A.

10.2*		New Senior Secured Credit Facility

10.3*		Equity Compensation Plan

14.1*		Code of Business Conduct and Ethics

21.1*		Significant Subsidiaries of Imperial Petroleum Inc.

23.1		Consent of Deloitte Certified Public Accountants S.A.

23.2*		Consent of Reeder & Simpson. P.C. (included in Exhibits 5.1 and 8.1)

23.3*		Consent of John Kostoyannis, Nominee for Director

23.4*		Consent of George Xiradakis, Nominee for Director

23.5*		Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 8.2)

24.1		Powers of Attorney (included in the signature pages hereto)