6-K

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 March 2023

Commission File Number: 001-37889

TOP SHIPS INC. (Translation of registrant's name into English)

1 VAS. SOFIAS & MEG.ALEXANDROU STREET151 24, MAROUSSIATHENS, 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 [ X ]      Form 40-F [   ]

On March 1, 2023, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(c) Exhibit 99.1. Press release dated March 1, 2023

The information contained in this report on Form 6-K, other that the speech of the Company's CEO, 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.

EdgarFiling EXHIBIT 99.1

TOP Ships Announces Record Net Income of $18.9 Million for the Year Ended December 31, 2022, 120% Increase From 2021, and Adoption of Shareholder-Friendly Measures Including Moratorium on New Equity Offerings

ATHENS, Greece, March 01, 2023 (GLOBE NEWSWIRE) -- TOP Ships Inc. (the “Company”), an international owner and operator of modern, fuel efficient "ECO" tanker vessels, announced today its unaudited financial results for the year ended December 31, 2022.

As of and for the year ended December 31, 2022, the Company reported:

• Total revenues of $80.7 million (43% increase from the year ended December 31, 2021)
• Net Income of $18.9 million (120% increase from the year ended December 31, 2021)
• EBITDA* of $46.6 million (100% increase from the year ended December 31, 2021)
• Total Assets of $469.3 million (42% increase from December 31, 2021)
• Total Cash and cash equivalents including Restricted Cash of $24.5 million (285% increase from December 31, 2021)

In addition, the Company announced that for the period commencing from the date of this release to December 31, 2023:

1. it will not conduct any new equity offerings, public or private;
2. it will not conduct any reverse stock splits, except to the extent its Board of Directors deems advisable for the sole purpose of remaining compliant with Nasdaq continued listing requirements;
3. it will not pay any bonuses to its executive management; and
4. neither the CEO nor his affiliates will sell any common shares.

The Company believes that the above actions will significantly enhance the trading stability of its common shares during 2023.

Mr. Evangelos J. Pistiolis, the President, Chief Executive Officer and Director of the Company, said:

“We are very happy to report record net income for the year ended December 31, 2022, which is the highest reported net income since 2008 and 120% higher than the same period in 2021. I believe that the current trading price of our common shares does not reflect the intrinsic value of the Company, and that the actions we have announced today will benefit all shareholders.”

About TOP Ships Inc.

TOP Ships Inc. is an international ship-owning company.

For more information about TOP Ships Inc., visit its website: www.topships.org.

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.

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 press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe 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, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

Contact:

Alexandros Tsirikos Chief Financial Officer TOP Ships Inc. Tel: +30 210 812 8107 Email: atsirikos@topships.org

*Non-US GAAP Measures

This report describes Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), which is not a measure prepared in accordance with U.S. GAAP (i.e., a “Non-US GAAP” measure). We define EBITDA as earnings before interest, taxes, depreciation and amortization.

EBITDA is a non-U.S. GAAP financial measure that is used as a supplemental financial measure by management and external users of financial statements, such as investors, to assess our financial and operating performance. We believe that this non-U.S. GAAP financial measure assists our management and investors by increasing the comparability of our performance from period to period. This is achieved by excluding the potentially disparate effects between periods or companies of interest, other financial items, depreciation and amortization and taxes, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect net income between periods. We believe that including EBITDA as a measure of operating performance benefits investors in (a) selecting between investing in us and other investment alternatives and (b) monitoring our ongoing financial and operational strength.

EBITDA is not a measure of financial performance under U.S. GAAP, does not represent and should not be considered as an alternative to net income, operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. EBITDA as presented below may not be comparable to similarly titled measures of other companies. See below for a reconciliation of EBITDA to Net (Loss)/Income, the most directly comparable U.S. GAAP measure.

Reconciliation of Net (Loss) / Income to EBITDA