Top Ships Inc 6-K, filed Aug 20, 2025
Top Ships Inc. (TOPS)
About this 6-K
Top Ships Inc filed this 6-K on August 20, 2025.
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 2025
Commission File Number: 001-37889
TOP SHIPS INC.
(Translation of registrant's name into English)
20 Iouliou Kaisara Str
19002, Paiania
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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Top Ships Inc. (together with its subsidiaries, the “Company” or “Top Ships”) (NYSE: TOPS) announced today that it has entered into four sale and leaseback financing agreements with a major Chinese financier for the refinancing of two 300,000 dwt VLCC tankers, the M/Ts Julius Caesar and Legio X Equestris (expected to be concluded in October 2025), one 157,000 dwt Suezmax tanker, the M/T Eco Oceano CA (expected to be concluded in November 2025) (these three agreements, the “VLCC / Suez Financing Agreements”), and one 50,000 dwt MR product tanker, the M/T Eco Marina Del Ray (expected to be concluded in November 2025) the (“MR Financing Agreement”). The closing of these financing agreements is subject to conditions set forth in the relevant agreements.
Total proceeds from the VLCC / Suez Financing Agreements and the MR Financing Agreement will amount to $207.0 million, an estimated approximately $179.8 million of which will be used to repay the four vessels’ existing financing facilities and the remaining balance will be used for general working capital purposes.
VLCC / Suez Financing Agreements
The VLCC / Suez Financing Agreements have durations of ten years and provide continuous options, after the first year, to buy back the vessels at purchase prices stipulated in the agreements.
Under the terms of the VLCC / Suez Financing Agreements, the Company will bareboat charter back the vessels for a period of ten years at bareboat hire rates of $3.0 million per annum per VLCC vessel and of $2.2 million per annum for the Suezmax, plus interest based on Term SOFR plus a margin of 1.95% per annum. At the end of the ten-year period, the Company is obligated to buy back the vessels for $38.5 million per vessel for the two VLCCs and $20.0 million for the Suezmax.
The VLCC / Suez Financing Agreements contain customary covenants and event of default clauses, including cross-default provisions and restrictive covenants and performance requirements including (i) a ratio of total net debt to the aggregate market value of the Company’s fleet, current or future, of no more than 85% and (ii) minimum free liquidity of $0.55 million per VLCC vessel and $0.4 million for the Suezmax vessel.
MR Financing Agreement
The MR Financing Agreement has a duration of seven years and provides continuous options, after the first year, to buy back the vessel at purchase prices stipulated in the agreement.
Under the terms of the MR Financing Agreement, the Company will bareboat charter back the vessel at bareboat hire rates of $2.0 million per annum plus interest based on Term SOFR plus a margin of 1.95% per annum. At the end of the seven-year period the Company has an obligation to buy back the vessel for $13.0 million. The MR Financing Agreement contains covenants similar to VLCC / Suez Financing Agreements.
Concurrently with entry into these financing agreements, Top Ships Inc. provided a guarantee of the obligations of its vessel-owning subsidiaries under the respective financing agreements, and also entered into a guarantee of the obligations of the vessel-owning subsidiaries of Rubico Inc. under similar financing agreements entered into with the same major Chinese financier in an aggregate amount of $84.0 million, expected to close in December 2025. The VLCC / Suez Financing Agreements and MR Financing Agreement contain cross-default provisions which would be triggered by a default under these financing agreements entered into by Rubico Inc.
Cautionary Note Regarding Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements 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, including statements regarding the entry into and performance under the sale and leaseback financing agreements.
The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending,” and similar expressions identify forward-looking statements. The forward-looking statements in this report 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 the Company’s records, and other data available from third parties. Although the Company 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 the Company’s control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs, or projections. Please see the Company’s filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and the Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.
The information contained in this report on Form 6-K is hereby incorporated by reference into the Company's registration statements on Form F-3 (File Nos. 333-267170, 333-268475 and 333-267545).
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.
| TOP SHIPS INC. (Registrant) | |||
| By: | /s/ Evangelos J. Pistiolis | ||
| Name: | Evangelos J. Pistiolis | ||
| Title: | Chief Executive Officer | ||
Date: August 19, 2025