RBNE 6-K
Robin Energy Ltd. (RBNE)
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 December 2025
Commission File Number 001-42543
ROBIN ENERGY LTD.
(Translation of registrant’s name into English)
223 Christodoulou Chatzipavlou Street
Hawaii Royal Gardens
3036 Limassol, Cyprus
| (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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Reverse Stock Split
On December 23, 2025, Robin Energy Ltd. (the “Company”) filed an amendment to its Amended and Restated Articles of Incorporation with the Registrar of Corporations of the Republic of the Marshall Islands, to effectuate its previously announced reverse stock split of the Company’s issued and outstanding shares of common stock, par value of $0.001 per share. A copy of the amendment is attached hereto as Exhibit 4.1.
Effective as of 11:59 p.m. Eastern time on December 23, 2025, the Company effected a one-for-five (1-for-5) reverse stock split of its shares of common stock, and the Company’s common stock began trading on a split-adjusted basis on The Nasdaq Capital Market (“Nasdaq”) as of the opening of trading on December 24, 2025. The reverse stock split reduced the number of outstanding shares of the Company’s common stock from approximately 14.0 million to approximately 2.8 million and affected all outstanding shares of common stock. No fractional shares were issued in connection with the reverse stock 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 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 shares of common stock on Nasdaq on December 23, 2025 (as adjusted for the reverse stock split). The reverse stock split ratio approved by the board of directors is within the range of ratios for a reverse stock split authorized by the stockholders of the Company.
The par value per share, the voting rights of the shares of common stock, any shareholder’s ownership percentage (subject to the effects of rounding) or any 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, Y73118 112, and continue to trade on the Nasdaq Capital Market under the symbol “RBNE”.
A copy of the new form of share certificate for the Company’s post-reverse stock split shares of common stock is attached hereto as Exhibit 4.2.
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This report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (Reg. No. 333-288459 and Reg. No. 333-286726).
EXHIBIT INDEX
| 4.1 | Articles of Amendment to Amended and Restated Articles of Incorporation. |
|---|---|
| 4.2 | Form of Common Share Certificate. |
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: December 29, 2025 | |
|---|---|
| ROBIN ENERGY LTD. | |
| By: | /s/ Petros Panagiotidis |
| Name: | Petros Panagiotidis |
| Title: | Chairman and Chief Executive Officer |
Exhibit 4.1
ARTICLES OF AMENDMENT
TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
ROBIN ENERGY LTD.
Under Section 90 of the
Republic of the Marshall Islands Business Corporations Act
Robin Energy Ltd. a Marshall Islands corporation (the “Company”), hereby certifies as follows:
(a) The name of the Company is: Robin Energy Ltd.
(b) The Company was originally incorporated by filing Articles of Incorporation in the Republic of The Marshall Islands on September 24, 2024. Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations of the Republic of the Marshall Islands on April 7, 2025 (as so amended and restated, the “Articles of Incorporation”). A Statement of Designation was filed pursuant to Section 35(5) of the Business Corporations Act on April 7, 2025 in respect to the rights, preferences and privileges of the 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares of the Company. A Statement of Designation was filed pursuant to Section 35(5) of the Business Corporations Act on April 7, 2025 in respect to the rights, preferences and privileges of the Series B Preferred Shares of the Company. A Statement of Designation was filed pursuant to Section 35(5) of the Business Corporations Act on April 14, 2025 in respect to the rights, preferences and privileges of the Series C Participating Preferred Shares of the Company.
(c) The Amended and Restated Articles of Incorporation are hereby amended by inserting the following as a new Section 3.3 to Article III:
3.3 Reverse Stock Split. As of 11:59 p.m. Eastern time on December 23, 2025 (the “Reverse Stock Split Effective Date”), each five (5) common shares issued and outstanding immediately prior to the Reverse Stock Split Effective Date either issued and outstanding or held by the Company as treasury stock shall be combined into one (1) validly issued, fully paid and non-assessable common share without any further action by the Company 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 shareholders 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 common share 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 common shares (“Old Certificates”), shall thereafter represent that number of common shares into which the common shares 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 common shares authorized to be issued or the par value of the common shares. No change was made to the issued preferred shares, the number of registered preferred shares the Company is authorized to issue or to the par value of the preferred shares.
(d) This amendment to the Amended and Restated Articles of Incorporation was authorized by actions of the Board of Directors and shareholders of the Company as required by the BCA.
IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to Amended and Restated Articles of Incorporation to be signed as of the 23 day of December, 2025, 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 Company and that the facts stated herein are true.
| Robin Energy Ltd. | ||
|---|---|---|
| By: | /s/ Petros Panagiotidis | |
| Name: | Petros Panagiotidis | |
| Title: | Chairman and Chief Executive Officer |
Exhibit 4.2
NUMBER SHARES COUNTERSIGNED: BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC TRANSFER AGENT BY: AUTHORIZED SIGNATURE Dated: INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF THE MARSHALL ISLANDS CUSIP Y73118 11 2 SEE REVERSE FOR CERTAIN DEFINITIONS This CerTifies ThaT: C o M M o n s T o C K CHAIRMAN is The owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $0.001 PAR VALUE EACH OF Robin EnERgy Ltd. transferable on the books of the Corporation by the holder thereof in person or by duly authorized attorney upon surrender of this certificate duly endorsed or assigned. This certificate is not valid until countersigned by the Transfer Agent. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. SECRETARY PROOF PROOF PROOF PROOF PROOF PROOF PROOF
COLUMBIA PRINTING SERVICES, LLC - www.stockinformation.com 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 of survivorship and not as tenants in common under Uniform Gifts to Minors Act ................................................... (State) Additional abbreviations may also be used though not in the above list. For Value Received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) Shares of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock 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 WHATSOEVER. Signature(s) Guaranteed By The Signature(s) must 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 SEC Rule 17Ad-15.