Top Ships Inc 6-K, filed Sep 15, 2026
Top Ships Inc. (TOPS)
6-K
2026-09-15
For: 2026-06-30
View Original
Added on
September 15, 2026
About this 6-K
Top Ships Inc filed this 6-K on September 15, 2026.
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 2026
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 offices)
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
CONTAINED IN THIS FORM 6-K REPORT
Attached as Exhibit 99.1 to this report on Form 6-K (the “Report”) is Management’s Discussion and Analysis of Financial Condition and Results of
Operations and the unaudited interim condensed consolidated financial statements and related notes thereto for TOP Ships Inc. (the “Company”), as of and for the six months ended June 30, 2026.
The information contained in this Report is hereby incorporated by reference into the Company’s registration
statements on Form F-3 (File Nos. 333-290238, 333-268475 and 333-267545).
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters discussed in this Report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995, or
PSLRA, 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 Company’s future financial performance.
The Company desires to take advantage of the safe harbor provisions of the PSLRA and is including this cautionary statement in
connection with this safe harbor legislation. This Report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial
performance. When used in this Report, statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include the words “anticipate,” “believe,” “expect,” “intend,” “estimate,” “forecast,” “project,”
“plan,” “potential,” “continue,” “possible,” “likely,” “may,” “should,” and similar expressions identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
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 our 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 risks, uncertainties and contingencies that 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.
In addition to these assumptions and matters discussed elsewhere herein and in the documents incorporated by reference herein,
important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the following:
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our ability to maintain or develop new and existing customer relationships with major refined product importers and exporters, major crude oil companies and major
commodity traders, including our ability to enter into long-term charters for our vessels;
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our future operating and financial results;
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our future vessel acquisitions, our business strategy and expected and unexpected capital spending or operating expenses, including any dry-docking, crewing, bunker
costs and insurance costs;
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our financial condition and liquidity, including our ability to obtain financing in the future to fund capital expenditures, acquisitions and other general corporate
activities;
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oil and chemical tanker industry trends, including fluctuations in charter rates and vessel values and factors affecting vessel supply and demand;
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our ability to take delivery of, integrate into our fleet, and employ any newbuildings we have ordered or may acquire or order in the future and the ability of
shipyards to deliver vessels on a timely basis;
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the aging of our vessels and resultant increases in operation and dry-docking costs;
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the ability of our vessels to pass classification inspections and vetting inspections by oil majors and big chemical corporations;
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significant changes in vessel performance, including increased vessel breakdowns;
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the creditworthiness of our charterers and the ability of our contract counterparties to fulfill their obligations to us;
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our ability to repay outstanding indebtedness, to obtain additional financing and to obtain replacement charters for our vessels, in each case, at commercially
acceptable rates or at all;
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changes to governmental rules and regulations or actions taken by regulatory authorities and the expected costs thereof;
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our ability to maintain the listing of our common shares on NYSE or another trading market;
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our ability to comply with additional costs and risks related to our environmental, social and governance policies;
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potential liability from litigation, including purported class-action litigation;
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changes in general economic and business conditions;
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general domestic and international political conditions, potential disruption of shipping routes due to accidents, political events, including “trade wars,” piracy,
acts by terrorists or other hostilities or conflicts, including the war in Ukraine, the war between Israel and Hamas, tensions between the United States and Iran and between Israel and Iran or the Houthi crisis in and around the Red Sea,
current instability in Venezuela and Iran and potential tensions between the U.S. and Greenland, Denmark or Venezuela;
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changes in production of or demand for oil and petroleum products and chemicals, either globally or in particular regions;
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the strength of world economies and currencies, including fluctuations in charterhire rates and vessel values;
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potential liability from future litigation and potential costs due to our vessel operations, including due to discharge of pollutants, any environmental damage and
vessel collisions;
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the length and severity of public health threats, epidemics and pandemics and other disease outbreaks
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and their impact on the demand for commercial seaborne transportation and the condition of the financial markets and governmental responses thereto; and
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other important factors described from time to time in the reports filed by us with the U.S. Securities and Exchange Commission, or the SEC.
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Should one or more of the foregoing risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual
results may vary in material respects from those projected in these forward-looking statements. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that
they will have the expected consequences to, or effects, on us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.
Any forward-looking statements contained herein are made only as of the date of this Report, and except to the extent required by
applicable law or regulation we undertake no obligation to publicly update or revise any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of
unanticipated events, except as may be required under applicable laws. If one or more forward-looking statements are updated, no inference should be drawn that additional updates will be made with respect to those or other forward-looking
statements. New factors emerge from time to time, and it is not possible for us to predict all or any of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of
factors, may cause actual results to be materially different from those contained in any forward-looking statement.
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.
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TOP SHIPS INC. | ||
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(registrant) | ||
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Dated: September 15, 2026
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By: |
/s/ Evangelos J. Pistiolis
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Evangelos J. Pistiolis | ||
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Chief Executive Officer | ||
Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2026
The following management’s discussion and analysis is intended to discuss our financial condition, changes in
financial condition and results of operations for the six months ended June 30, 2025 and 2026, and should be read in conjunction with our historical unaudited interim condensed consolidated financial statements and related notes included in this
filing. For additional background information, please see our annual report on Form 20-F for the year ended December 31, 2025 filed with the SEC on April 1, 2026 (the “Annual Report”).
This discussion contains forward-looking statements that reflect our current views with respect to future events
and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth in the section “Risk Factors” included in our Annual Report.
Overview
We are an international owner and operator of modern, fuel efficient eco tanker vessels focusing on the
transportation of crude oil, petroleum products (clean and dirty) and bulk liquid chemicals. Our tanker operating fleet has a total capacity of 857,000 dwt. Our tanker operating fleet consists of one 50,000 dwt product/chemical tanker, M/T Eco Marina
Del Rey, one 157,000 dwt Suezmax tanker, the M/T Eco Oceano CA, two 300,000 dwt VLCCs, M/T Julius Caesar and M/T Legio X Equestris, and, through a joint venture, we also own 50% interests in two 50,000 dwt product tankers, M/T Eco Yosemite Park and
M/T Joshua Park. All of our tanker vessels are IMO-certified and are capable of carrying a wide variety of oil products including chemical cargos which we believe make our vessels attractive to a wide base of charterers. In addition, we own M/Y Para
Bellvm, a megayacht that has a length of 47 meters, a gross tonnage of 499 tons, 5 guest cabins and is able to accommodate 12 guests and 10 crew, which we have announced our intention to divest.
In addition, we have entered into newbuilding contracts for eight 47,499 dwt MR newbuilding tankers scheduled for
delivery from the second quarter of 2028 through the fourth quarter of 2029, one of which we have agreed to sell under a share purchase agreement.
In addition, we have entered into a share purchase agreement to acquire three ship owning companies that have entered into newbuilding
contracts for three high-specification 49,940 dwt MR newbuilding tankers scheduled for delivery in the third and fourth quarter of 2029. The closing of the share purchase agreement is to occur by September 30, 2026.
We intend to continue to review the market in order to identify potential acquisition targets on accretive terms,
with a primary focus on the tanker sector.
We believe we have established a reputation in the international ocean transport industry for operating and
maintaining vessels with high standards of performance, reliability and safety. We have assembled a management team comprised of executives who have extensive experience operating large and diversified fleets of tankers and who have strong ties to a
number of national, regional and international oil companies, charterers and traders.
| A. |
Operating Results
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For additional information, please see our Annual Report, “Item 5. Operating and Financial Review and Prospects.”
1
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2026
The following table depicts changes in the results of operations for the six months ended June 30, 2026 compared to
the six months ended June 30, 2025
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Six Month Period Ended June 30,
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Change
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|||||||||||||||
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2025
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2026
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June 30, 2026 vs June 30, 2025
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||||||||||||||
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($ in thousands)
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%
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|||||||||||||||
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Revenues
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43,811
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25,475
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(18,336
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)
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-42
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%
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||||||||||
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Voyage expenses
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1,036
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897
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(139
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)
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-13
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%
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||||||||||
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Operating lease expenses
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5,378
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0
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(5,378
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)
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-100
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%
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||||||||||
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Other vessel operating expenses
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10,057
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6,008
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(4,049
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)
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-40
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%
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||||||||||
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Vessel depreciation
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6,870
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5,051
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(1,819
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)
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-26
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%
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||||||||||
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Management fees-related parties
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1,204
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803
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(401
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)
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-33
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%
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||||||||||
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General and administrative expenses
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1,024
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769
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(255
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)
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-25
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%
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||||||||||
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Dry-docking costs
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-
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330
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330
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100
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%
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|||||||||||
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Operating income
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18,242
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11,617
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(6,625
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)
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-36
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%
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||||||||||
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Interest and finance costs
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(9,992
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)
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(5,739
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)
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4,253
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-43
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%
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|||||||||
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Equity (losses)/gain in unconsolidated joint ventures
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(747
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)
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532
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1,279
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171
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%
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||||||||||
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Interest Income
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60
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74
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14
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23
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%
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|||||||||||
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Total other expenses, net
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(10,679
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)
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(5,133
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)
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5,546
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-52
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%
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|||||||||
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Net income
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7,563
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6,484
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(1,079
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)
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-14
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%
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||||||||||
Period in Period Comparison of Operating Results
| 1. |
Revenues
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During the six months ended June 30, 2026, revenues decreased by $18.3 million, or 42%, compared to the same period
in 2025, mainly due to:
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the consummation of the spin-off of Rubico Inc. (“Rubico”) on August 1, 2025 (the “Rubico Spin-off”), which resulted in M/T Eco West Coast and M/T Eco Malibu leaving our
fleet, decreased the calendar days of our fleet by 362 days (181 days per vessel) in the six month period ended June 30, 2026, contributing to a total decrease in revenues of $12.0 million;
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the expiration of the operating lease agreements for vessels M/T Eco Bel Air and M/T Eco Beverly Hills on December 15, 2025, and December 22, 2025, respectively,
decreased the calendar days by 362 days (181 days per vessel) in the six month period ended June 30, 2026, contributing to a total decrease in revenues of $8.7 million; and
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a $0.3 million decrease relating to the non-cash straight-line recognition of time charter revenue, following the amendment in November 2025 to the time charter party for
M/T Eco Marina Del Rey, pursuant to which the fixed term of the charter was extended at a lower daily rate applicable to the extension period.
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The above decreases in revenues were partially offset by:
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a $1.0 million increase in revenues generated by the amendment by addendum of the time charter agreement for vessel M/T Eco Oceano CA that increased the daily rate from
$24,500 to $30,000; and
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a $1.6 million increase in revenues generated by the operation of M/Y Para Bellvm for an entire six-month period ended June 30, 2026;in the same period in 2025, M/Y Para
Bellvm operated only from April 11, 2025—its acquisition date—up to June 30, 2025.
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2
| 2. |
Other vessel operating expenses
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During the six months ended June 30, 2026, Other vessel operating expenses decreased by $4.0 million, or 40%,
compared to the same period in 2025, due to:
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the consummation of the Rubico Spin-off, which resulted in M/T Eco West Coast and M/T Eco Malibu leaving our fleet, decreased the calendar days of our fleet by 362 days
(181 days per vessel) in the six-month period ended June 30, 2026, resulting in a $2.4 million decrease in Other vessel operating expenses; and
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the expiration of the operating lease agreements for vessels M/T Eco Bel Air and M/T Eco Beverly Hills on December 15, 2025, and December 22, 2025, respectively, which
decreased the calendar operating days by 362 days (181 days each) in the six-month period ended June 30, 2026, resulting in a $2.3 million decrease in Other vessel operating expenses.
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These decreases were partially offset by a $0.7 million increase in operating expenses for the remaining fleet
(about $0.15 million per operating vessel), which were mainly due to higher crew and crew-related expenses and increased repairs and maintenance expenses.
| 3. |
Dry-docking costs
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In the six months ended June 30, 2026, we incurred $0.3 million of Dry-docking costs due to the intermediate survey
(drydock) of M/Y Para Bellvm, in the same period of 2025, no vessels underwent such a survey.
| 4. |
Equity (losses)/gains in unconsolidated joint ventures
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Equity (losses)/gains in unconsolidated joint ventures increased by $1.3 million, or 171%, during the six months
ended June 30, 2026. The increase was primarily attributable to a $1.1 million increase in our share of the profits from our joint venture interests in the M/T Eco Yosemite Park and M/T Joshua Park. Both vessels owned by the joint venture underwent
their scheduled dry-dockings during the six months ended June 30, 2025, which reduced revenue as a result of associated offhire days and gave rise to material drydocking and voyage expenses; no drydockings occurred in the six months ended June 30,
2026. A further $0.2 million of the increase reflected the absence of amortization of the basis difference, in the six months ended June 30, 2026, relating to the value of the vessels’ contracted time charter agreements recognized on acquisition,
following expiration of their initial charter periods in April 2025.
| 5. |
Interest and finance costs
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During the six months ended June 30, 2026, interest and finance costs decreased by $4.3 million, or 43%, compared
to the same period in 2025, mainly due to:
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the consummation of the Rubico Spin-off, following which the M/T Eco West Coast and M/T Eco Malibu were no longer part of our fleet, resulted in decrease of $2.8 million
in the six months ended June 30,2026;
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| ● |
the approximate 0.7% decrease in average SOFR—between June 30, 2025 and June 30, 2026—and lower applicable borrowing rates following the refinancing under the New Huarong
Facility (as defined below), completed in the fourth quarter of 2025, which, together, reduced the interest rates on the refinanced vessels to Term SOFR plus 1.95% and resulted in a decrease of approximately $1.5 million in the six months ended
June 30,2026;
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| ● |
a decrease of approximately $0.3 million in the amortization of deferred financing fees related to the M/T Eco Oceano Ca, M/T Julius Caesar, M/T Legio X Equestris and M/T
Eco Marina Del Rey, which were refinanced through sale and leaseback financing arrangements with China Huarong Shipping Financial Leasing Co Ltd. (“the New Huarong Facility”) in October and November 2025, and as a result the previous deferred
financing fees associated with those vessels were accelerated; and
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| ● |
a decrease of approximately $0.4 million due to the capitalization of interest during the six months ended June 30, 2026 in connection with our newbuilding vessels, in
accordance with U.S. GAAP;
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3
These decreases were partially offset by an increase of approximately $0.5 million resulting from higher average
outstanding loan balances between June 30, 2025 and June 30, 2026, as a result of the refinancing under the New Huarong Facility and a $0.2 million increase in interest expense relating to the M/Y Para Bellvm, which was added to our fleet on April
11, 2025.
| 6. |
Operating Lease expenses
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During the six months ended June 30, 2026, Operating Lease expense was nil due to the expiration of the operating
lease agreements for vessels M/T Eco Bel Air and M/T Eco Beverly Hills on December 15, 2025 and December 22, 2025, respectively, compared to the six months ended June 30, 2025, when the operating lease agreements were in force for the entire period
and expenses of $5.4 million were incurred.
| 7. |
Depreciation
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During the six months ended June 30, 2026, vessel depreciation decreased by $1.8 million, or 26%, compared to the
same period in 2025, due to the consummation of the Rubico Spin-off, which removed the M/T Eco West Coast and M/T Eco Malibu from our fleet, reducing calendar days by 362 days (181 days per vessel) and resulted in a decrease of depreciation expense
of $2.1 million. This was partially offset by a $0.3 million increase in depreciation expense relating to the M/Y Para Bellvm, which was added to our fleet on April 11, 2025, for which a full six months of depreciation was recognized in the current
period.
| 8. |
Management fees-related parties
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During the six months ended June 30, 2026, management fees–related parties decreased by $0.4 million, or 33%,
compared to the same period in 2025, mainly due to:
| ● |
the expiration of the operating lease agreements for vessels M/T Eco Bel Air and M/T Eco Beverly Hills in December 2025, which removed these vessels from our fleet,
contributed to a decrease in management fees–related parties of $0.25 million; and
|
| ● |
the consummation of the Rubico Spin-off, following which the M/T Eco West Coast and M/T Eco Malibu left our fleet, contributed to a decrease in management fees–related
parties of $0.25 million.
|
These decreases were partially offset by a $0.1 million increase in management fees–related parties relating to the M/Y Para Bellvm,
which was added to our fleet on April 11, 2025, and therefore incurred fees for the full six months ended June 30, 2026, as opposed to operating for approximately less than three months in the same period of 2025.
| 9. |
General and administrative expenses
|
During the six months ended June 30, 2026, general and administrative expenses decreased by $0.3 million, or 25%, compared to the same
period in 2025, mainly due to a decrease of $0.2 million relating to expenses incurred in connection with the Rubico Spin-off, which was in process during the six months ended June 30, 2025 and was completed on August 1, 2025. As the Rubico Spin-off
was completed in 2025, such expenses were not incurred in the six months ended June 30, 2026.
4
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-U.S. 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 Income, the most directly comparable U.S. GAAP measure.
Reconciliation of Net Income to EBITDA
|
Six months ended June 30,
|
||||||||
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(Expressed in thousands of U.S. Dollars)
|
2025
|
2026
|
||||||
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Net Income
|
7,563
|
6,484
|
||||||
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Add: Vessel depreciation
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6,870
|
5,051
|
||||||
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Add: Interest and finance costs
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9,992
|
5,739
|
||||||
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Less: Interest Income
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(60
|
)
|
(74
|
)
|
||||
|
EBITDA
|
24,365
|
17,200
|
||||||
Recent Developments
On July 16, 2026, the Company elected not to exercise its option to acquire certain residential real estate assets in Dubai from a company
affiliated with Mr. Evangelos J. Pistiolis under a non-binding letter of intent entered into on November 21, 2025 (the “2025 No-Shop LOI”). The $23.5 million paid as consideration for the option was credited against amounts payable to Central Mare Inc.
(“Central Mare”), a company affiliated with the family of Mr. Evangelos J. Pistiolis, in partial settlement of the purchase price for the Three MR Tankers (as defined below).
On July 13, 2026, we entered into a share purchase agreement with Rubico to sell all of the issued and outstanding shares of Roman Shark
VII Inc. (the “Roman Shark VII SPV”), which is party to a shipbuilding contract with Guangzhou Shipyard International Company Limited and China Shipbuilding Trading Co., Ltd. for the construction of Hull No. 25110060, a 47,499 dwt chemical/product oil
carrier (the “Roman Shark VII MR Tanker”). The Roman Shark VII MR Tanker is scheduled for delivery in the third quarter of 2029. The aggregate selling price for 100% of the shares of the Roman Shark VII SPV was $6.3 million (the “Roman Shark VII
Consideration”). In connection with the sale, we and Rubico provided corporate guarantees in favor of Agricultural Bank of China Financial Leasing (“ABCFL”) (see “Note 7 – Debt” to our Unaudited Interim Condensed Consolidated Financial Statements for
the six months ended June 30, 2026 included elsewhere in this report), which will continue to finance the construction of the Roman Shark VII MR Tanker. The sale was approved by a special committee composed of independent and disinterested members of
our board of directors, which obtained a fairness opinion with respect to the Roman Shark VII Consideration from an independent financial advisor. On August 14, 2026, the sale was consummated and the Roman Shark VII Consideration has been settled in
full by that date.
5
On July 27, 2026, we entered into a share purchase agreement with Rubico to sell all of the issued and outstanding shares of Roman Shark V
Inc. (the “Roman Shark V SPV”), which is party to a shipbuilding contract with Guangzhou Shipyard International Company Limited and China Shipbuilding Trading Co., Ltd. for the construction of Hull No. 25110058, a 47,499 dwt chemical/product oil
carrier (the “Roman Shark V MR Tanker”). The Roman Shark V MR Tanker is scheduled for delivery in the second quarter of 2029. The aggregate selling price for 100% of the shares of the Roman Shark V SPV is $6.5 million (the “Roman Shark V
Consideration”), receivable in full by the transaction’s closing, whether in installments prior to closing or as a single payment at closing. The transaction is expected to close by September 30, 2026, subject to customary closing conditions. If Rubico
raises capital through the issuance of any common stock, preferred stock or other equity interest prior to closing, Rubico is obligated to apply 100% of the net cash proceeds of any such equity raises directly toward payment of the Roman Shark V
Consideration. In addition, Rubico may, at its option, settle all or a portion of the purchase price through the issuance of Rubico’s Series G Perpetual Convertible Preferred Shares. We and Rubico will provide corporate guarantees in favor of ABCFL
(see “Note 7 – Debt” to our Unaudited Interim Condensed Consolidated Financial Statements for the six months ended June 30, 2026 included elsewhere in this report), which will continue to finance the construction of the Roman Shark V MR Tanker. The
sale was approved by a special committee composed of independent and disinterested members of our board of directors, which obtained a fairness opinion with respect to the Roman Shark V Consideration from an independent financial advisor. As of the
date of this report, $0.6 million of the Roman Shark V Consideration has been collected.
On July 28, 2026, we entered into a share purchase agreement (the “Three MR Tankers’ SPA ”) with Central Mare to purchase all of the
issued and outstanding shares of three entities (the “Three MR Tankers’ SPVs ”) that have entered into shipbuilding contracts, dated April 28, 2026, with a South Korean shipyard for the construction of three high specification ICE class 1C 49,940 dwt
eco, scrubber-fitted MR product tankers (the “Three MR Tankers”), for which $2.76 million per vessel ($8.3 million in aggregate) had been paid by Central Mare to the shipyard as of that date. The Three MR Tankers are scheduled for delivery during the
third and fourth quarters of 2029. The Three MR Tankers’ SPVs have also secured time charter employment with a major oil trader, commencing upon each vessel’s delivery and for a firm duration of five years, at a daily rate of $21,000 per vessel. The
purchase price for the shares of all of the Three MR Tankers’ SPVs is $30.9 million (the “Three MR Tankers Consideration”), of which $23.5 million was settled through the offset of the consideration paid under the 2025 No-Shop LOI and $5.2 million was
settled in cash; the remaining $2.2 million is payable by September 30, 2026. If we raise capital through the incurrence of indebtedness or the issuance of common stock, preferred stock or other equity interests prior to closing, we are obligated to
apply 100% of the net cash proceeds of any such financing directly toward payment of the Three MR Tankers Consideration.
As of July 31, 2026, we had fully settled the consideration due for nine special purchase vehicles (the “Newbuilding Tanker SPVs”),
formerly owned by Central Mare, each a party to a shipbuilding contract for one 47,499 dwt MR chemical/product oil tanker each (the “Newbuilding Tankers”).
| B. |
Liquidity and Capital Resources
|
Since our formation, our principal sources of funds have been equity provided by our shareholders through equity
offerings or at the market sales, operating cash flow and long-term borrowings including sale and leaseback agreements, and short-term borrowings. Our principal use of funds has been capital expenditures to establish and grow our fleet, maintain the
quality of our vessels, comply with international shipping standards and environmental laws and regulations and fund working capital requirements.
Our business is capital intensive and its future success will depend on our ability to maintain a high-quality
fleet through the acquisition of newer vessels and the selective sale of older vessels. Our practice has been to acquire vessels using a combination of funds received from equity investors, bank debt secured by mortgages on our vessels and funds from
sale and leaseback agreements. Future acquisitions are subject to management’s expectation of future market conditions, our ability to acquire vessels on favorable terms and our liquidity and capital resources.
As of June 30, 2026, we had an indebtedness of $261.0 million that, after excluding unamortized financing fees,
amounts to a total indebtedness of $264.0 million (please see the Unaudited Interim Condensed Consolidated Financial Statements for the six months ended June 30, 2026 – “Note - Debt” included elsewhere in this document). As of June 30, 2026, our cash
and cash equivalent balances amounted to $13.3 million, held in U.S. dollar accounts, $1.9 million of which is classified as restricted cash.
6
As of the date of this report, we have contractual obligations for the acquisition of the Newbuilding Tankers of
$307.4 million ($22.6 million payable in 2027, $117.5 million payable in 2028 and $167.3 million payable in 2029). These commitments are financed up to 85% of the contract price under a leasing agreement with ABCFL and Industrial Bank Financial
Leasing Co., Ltd. (“CIBFL”) (see “Note 7 – Debt” to our Unaudited Interim Condensed Consolidated Financial Statements for the six months ended June 30, 2026 included elsewhere in this report).
On July 27, 2026, we entered into a share purchase agreement with Rubico for the sale of all of the issued and
outstanding shares of Roman Shark V Inc., which is the shipowning company of one of the Newbuilding Tankers. Upon consummation of this agreement, which is expected to occur by September 30, 2026, our remaining commitments will be reduced by $38.4
million ($13.5 million in 2028 and $24.9 million in 2029). Furthermore, as a result of the Three MR Tankers’ SPA entered into on July 28, 2026, we have additional contractual commitments to the shipyard of $140.2 million ($16.2 million in 2027, $21.7
million in 2028 and $102.3 million in 2029), as well as $2.2 million payable to Central Mare, as seller of the Three MR Tankers’ SPVs , by September 30, 2026.
Our long-term liquidity requirements relate to expenditure relating to the operation and maintenance of our vessels
and financing our capital commitments. Anticipated sources of funding for our long-term liquidity requirements include cash flows from operations and debt or equity issuances. Additional routine or strategic acquisitions may require the incurrence of
additional indebtedness, including debt issuances and/or additional equity issuances, which may be dilutive to our common shareholders.
Working Capital Requirements and Sources of Capital
As of June 30, 2026, we had a working capital deficit (current assets less current liabilities) of $16.0 million,
which includes $3.3 million of unearned revenue representing a current liability that does not require future cash settlement and $12.5 million of consideration for the Newbuilding Tankers due to Central Mare, which was fully settled in July 2026.
For the six months ended June 30, 2026, we realized net income of $6.5 million and generated cash flow from operations of $11.1 million.
As of June 30, 2026, we had contractual commitments of $4.5 million, coming due within the following twelve-month
period, relating to the construction of the Newbuilding Tankers. These commitments are 85% financed through the sale and leaseback financing agreements with ABCFL and CIBFL, resulting in unfinanced commitments of $0.7 million.
In addition, on July 13, 2026 and July 27, 2026, we entered into share purchase agreements with Rubico for the
disposal of two of the Newbuilding Tanker SPVs, for consideration of $6.3 million and $6.5 million, respectively. The July 13, 2026 sale was consummated on August 14, 2026 and its $6.3 million consideration was collected in full as of that date. The
$6.5 million consideration for the July 27, 2026 sale is receivable by the transaction’s closing, which is expected to occur by September 30, 2026, and $0.6 million had been received as of the date of this report.
Finally, as of June 30, 2026, we had a $23.5 million amount, classified as non-current, relating to a non-binding
letter of intent with Mr. Evangelos J. Pistiolis for the potential acquisition of certain residential real estate assets. On July 16, 2026, we elected not to proceed with the acquisition. The refundable $23.5 million was subsequently credited against
amounts payable to Central Mare as partial settlement of the purchase price for the Three MR Tankers’ SPVs ; together with $5.2 million settled in cash, this leaves $2.2 million of that purchase price outstanding as of the date of this report.
We expect to finance our liquidity needs and our unfinanced contractual commitments, including balances due to
Central Mare with operational cash flow, debt or equity issuances, or a combination thereof. Hence, in our opinion, we will be able to finance our obligations that become due in the twelve-month period ending one year after June 30, 2026.
Our medium and long-term liquidity requirements relate to expenditure relating to the operation and maintenance of
our vessels and financing our capital commitments for the Newbuilding Tankers and potential asset acquisitions. Anticipated sources of funding for our long-term liquidity requirements include cash flows from operations, debt or equity issuances and
potential proceeds from a sale of the M/Y Para Bellvm. Additional routine or strategic acquisitions may require the incurrence of additional indebtedness, including debt issuances and/or additional equity issuances, which may be dilutive to our
common shareholders.
Operating cash flow for the remainder of 2026 is expected to remain broadly in line with the six months ended June 30, 2026, provided
that SOFR rates remain at current levels as of the date of this report.
7
Cash Flow Information
Cash and cash equivalents and restricted cash were $13.3 million and $10.0 million as of June 30, 2026 and June 30,
2025, respectively.
Net Cash from
Operating Activities.
Net cash provided by operating activities decreased by $8.1 million, during the six months ended June 30, 2026 to
$11.1 million, compared to $19.2 million for the six months ended June 30, 2025.
Net Cash from
Investing Activities.
Net cash used in investing activities was $73.9 million for the six months ended June 30, 2026, consisting of $62.7
million of advances for vessels under construction and $12.0 million of advances for asset acquisitions to related parties, partially offset by $0.8 million of returns of investments in unconsolidated joint ventures. This represents an increase of
$70.4 million compared to $3.5 million for the six months ended June 30, 2025, which consisted of advances for vessels under construction.
Net Cash from
Financing Activities.
Net cash provided by financing activities in the six months ended June 30, 2026 was $54.0 million, consisting of $51.8 million of proceeds
from long-term debt, $18.5 million of consideration received in excess of disposal price over book value of vessels and $6.8 million of gross proceeds from the issuance of our common stock. These were partially offset by $14.6 million of consideration
paid in excess of purchase price over book value of vessels, $6.0 million of principal payments of long-term debt, $1.2 million of payments of financing costs, $0.8 million of equity issuance costs and $0.5 million of dividends paid on our Series G
Preferred Shares.
Net cash used in financing activities in the six months ended June 30, 2025 was $17.1 million, consisting of $9.1 million of consideration
paid in excess of purchase price over book value, $7.9 million of principal payments of long term debt, and $0.1 million in payments of financing costs.
Critical Accounting Estimates
We prepare our financial statements in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. On a
regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects
cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For more details on our Critical Accounting Estimates, please read “Item 5. Operating and Financial Review and
Prospects—E. Critical Accounting Estimates” in our 2025 Annual Report. For a description of our significant accounting policies, please read Note 2 to our unaudited interim condensed consolidated financial statements, included elsewhere in this report
and “Item 18. Financial Statements” in our Annual Report and more precisely “Note 2. Significant Accounting Policies” of our consolidated financial statements included in our Annual Report.
8
TOP SHIPS INC.
INDEX TO UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
|
Page
|
|
|
Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2025 and June 30, 2026
|
F-2
|
|
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income for the six months ended June 30, 2025
and 2026
|
F-3
|
|
Unaudited Interim Condensed Consolidated Statements of Mezzanine and Stockholders’ Equity for the six months ended June 30, 2025 and 2026
|
F-4
|
|
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025
and 2026
|
F-5
|
|
F-6
|
F-1
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND JUNE 30, 2026
(Expressed in thousands of U.S. Dollars - except share and per share data)
|
December 31,
|
June 30,
|
|||||||
| 2025 | 2026 | |||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
|
|
||||||
|
Trade accounts receivable
|
|
|
||||||
|
Prepayments and other
|
|
|
||||||
|
Inventories
|
|
|
||||||
|
Due from
(Note 5)
|
||||||||
|
Total current assets
|
|
|
||||||
|
FIXED ASSETS:
|
||||||||
|
Vessels, net (Note 4)
|
|
|
||||||
|
Advances for vessels under construction (Note 4)
|
|
|
||||||
|
Other fixed assets, net
|
|
|
||||||
|
Total fixed assets
|
|
|
||||||
|
OTHER NON CURRENT ASSETS:
|
||||||||
|
Restricted cash
|
|
|
||||||
|
Investments in unconsolidated joint ventures
|
|
|
||||||
|
Advances for asset acquisition to related party (Note 5)
|
||||||||
|
Trade accounts receivable, non-current
|
||||||||
|
Total non-current assets
|
|
|
||||||
|
Total assets
|
|
|
||||||
|
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Current portion of long-term debt (Note 7)
|
|
|
||||||
|
Liability from contract with related party (Note 1)
|
||||||||
|
Due to (Notes 1 and 5)
|
|
|
||||||
|
Accounts payable
|
|
|
||||||
|
Accrued liabilities
|
|
|
||||||
|
Unearned revenue
|
|
|
||||||
|
Total current liabilities
|
|
|
||||||
|
NON-CURRENT LIABILITIES:
|
||||||||
|
Non-current portion of long-term debt (Note 7)
|
|
|
||||||
|
Accrued interest non-current
|
||||||||
|
Unearned revenue-non-current
|
||||||||
|
Total non-current liabilities
|
|
|
||||||
|
COMMITMENTS AND CONTINGENCIES (Note 8)
|
||||||||
|
Total liabilities
|
||||||||
|
MEZZANINE EQUITY:
|
||||||||
|
Preferred stock, $
|
||||||||
|
Total Mezzanine equity
|
||||||||
|
STOCKHOLDERS’ EQUITY:
|
||||||||
|
Preferred stock, $
|
|
|
||||||
|
Common stock, $
|
|
|
||||||
|
Accumulated other comprehensive Income/(loss)
|
( |
) | ||||||
|
Additional paid-in capital
|
|
|
||||||
|
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
|
Total stockholders’ equity
|
|
|
||||||
|
Total liabilities, mezzanine equity and stockholders’ equity
|
|
|
||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-2
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2026
(Expressed in thousands of U.S. Dollars - except share and per share data)
|
Six Months Ended
|
||||||||
|
June 30,
|
June 30,
|
|||||||
|
2025
|
2026
|
|||||||
|
REVENUES:
|
||||||||
|
Revenues (including $
|
|
|
||||||
|
EXPENSES:
|
||||||||
|
Voyage expenses (including $
|
|
|
||||||
|
Operating lease expenses
|
|
|
||||||
|
Other vessel operating expenses
|
|
|
||||||
|
Vessel depreciation (Note 4)
|
|
|
||||||
|
Management fees-related parties (Note 5)
|
|
|
||||||
|
Dry-docking costs
|
|
|
||||||
|
General and administrative expenses (including $
|
|
|
||||||
|
Operating income
|
|
|
||||||
|
OTHER INCOME (EXPENSES):
|
||||||||
|
Interest and finance costs
|
(
|
)
|
(
|
)
|
||||
|
Interest income
|
|
|
||||||
|
Equity (losses)/gains in unconsolidated joint ventures
|
(
|
)
|
|
|||||
|
Total other expenses, net
|
( |
) | ( |
) | ||||
|
Net income
|
||||||||
|
Less: Preferred shares dividend (Note 13)
|
( |
) | ||||||
|
Less: Deemed dividend equivalents on preferred shares related to redemption value (Note 13)
|
( |
) | ||||||
|
Net income attributable to common shareholders
|
||||||||
|
Earnings per common share, basic (Note 10)
|
||||||||
|
Earnings per common share, diluted (Note 10)
|
||||||||
|
Weighted average common shares outstanding, basic (Note 10)
|
||||||||
|
Weighted average common shares outstanding, diluted (Note 10)
|
||||||||
| Comprehensive Income: | ||||||||
|
Net income
|
||||||||
|
Change in foreign currency translation adjustments
|
( |
) | ||||||
|
Total Comprehensive Income
|
||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-3
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE AND STOCKHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2026
(Expressed in thousands of U.S. Dollars – except number of shares and per share data)
| Stockholder’s Equity |
||||||||||||||||||||||||||||||||
|
Preferred Stock
|
Common Stock
|
Additional
|
Accumulated
other
|
Total
|
||||||||||||||||||||||||||||
| # of Shares |
Par
Value
|
# of
Shares
|
Par
Value
|
Paid–in
Capital
|
Comprehensive
Income
|
Accumulated
Deficit
|
stockholders’
equity
|
|||||||||||||||||||||||||
|
BALANCE, December 31, 2024
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||||||
|
Net Income
|
-
|
-
|
-
|
-
|
-
|
- |
|
|
||||||||||||||||||||||||
|
Foreign currency translation gains/(losses)
|
-
|
-
|
-
|
-
|
- | - | ||||||||||||||||||||||||||
|
Excess consideration over acquired assets (Note 1)
|
-
|
-
|
-
|
-
|
( |
) | - | - | ( |
) | ||||||||||||||||||||||
|
Equity offering costs
|
- | - | - | - | ( |
) | - | - | ( |
) | ||||||||||||||||||||||
|
BALANCE, June 30, 2025
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||||||||||
|
|
Stockholder’s Equity | |||||||||||||||||||||||||||||||||||||||
|
Mezzanine Equity
|
Preferred Stock
|
Common Stock
|
Additional | Accumulated Other | Total | |||||||||||||||||||||||||||||||||||
|
|
# of Shares
|
Amount
|
# of Shares
|
Par Value
|
# of Shares
|
Par Value
|
Paid-in Capital
|
Comprehensive Income/(loss)
|
Accumulated Deficit
|
Stockholders’ Equity
|
||||||||||||||||||||||||||||||
|
BALANCE, December 31, 2025
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||||||||||||||
|
Net Income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
||||||||||||||||||||||||||||||
|
Excess consideration over acquired assets (Note 1)
|
-
|
-
|
-
|
-
|
-
|
-
|
(
|
)
|
-
|
-
|
(
|
)
|
||||||||||||||||||||||||||||
|
Excess consideration over disposed assets (Note 1)
|
-
|
-
|
-
|
-
|
-
|
-
|
|
(
|
)
|
-
|
|
|||||||||||||||||||||||||||||
|
Change in foreign currency translation adjustments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(
|
)
|
-
|
(
|
)
|
||||||||||||||||||||||||||||
|
Issuance of restricted shares to 3rd party
|
-
|
-
|
-
|
-
|
|
|
|
-
|
-
|
|
||||||||||||||||||||||||||||||
|
Deemed dividend on Series G Preferred Shares issuance (Note 13)
|
-
|
|
-
|
-
|
-
|
-
|
(
|
)
|
-
|
-
|
(
|
)
|
||||||||||||||||||||||||||||
|
Dividends of Series G Preferred Shares (Note 13)
|
-
|
-
|
-
|
-
|
-
|
-
|
(
|
)
|
-
|
-
|
(
|
)
|
||||||||||||||||||||||||||||
|
Issuance of common stock pursuant to equity offerings (Note 9)
|
-
|
-
|
-
|
-
|
|
|
|
-
|
-
|
|
||||||||||||||||||||||||||||||
|
Equity offering costs (Note 9)
|
- | - | - | - | - | - | ( |
) | - | - | ( |
) | ||||||||||||||||||||||||||||
|
Issuance of Series G Preferred Shares (Note 13)
|
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||
|
BALANCE, June 30, 2026
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|
||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-4
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2026
(Expressed in thousands of U.S. Dollars)
|
Six months ended June 30,
|
||||||||
|
2025
|
2026
|
|||||||
|
Net Cash provided by Operating Activities
|
||||||||
|
Cash Flows from Investing Activities:
|
||||||||
|
Returns of investments in unconsolidated joint ventures
|
|
|
||||||
|
Advances for asset acquisition to related parties (Note 5)
|
( |
) | ||||||
|
Advances for vessels under construction (Note 4)
|
( |
) | ( |
) | ||||
|
Net Cash used in Investing Activities
|
( |
) | ( |
) | ||||
|
Cash Flows from Financing Activities:
|
||||||||
|
Proceeds from debt (Note 7)
|
|
|
||||||
|
Principal payments of debt
|
(
|
)
|
(
|
)
|
||||
|
Equity offerings costs (Note 9)
|
(
|
)
|
(
|
)
|
||||
|
Payment of financing costs
|
(
|
)
|
(
|
)
|
||||
|
Consideration paid in excess of purchase price over book value of vessels (Note 1)
|
( |
) | ( |
) | ||||
|
Proceeds from Equity offerings, gross (Note 9)
|
||||||||
|
Consideration received in excess of disposal price over book value of vessels (Note 1)
|
||||||||
|
Payment of dividends of Series G Preferred Shares (Note 13)
|
( |
) | ||||||
|
Net Cash (used in)/provided by Financing Activities
|
(
|
)
|
|
|||||
|
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
( |
) | ( |
) | ||||
|
Net decrease in cash and cash equivalents and restricted cash
|
(
|
)
|
(
|
)
|
||||
|
Cash and cash equivalents and restricted cash at beginning of year/period
|
|
|
||||||
|
Cash and cash equivalents and restricted cash at end of the period
|
|
|
||||||
|
Cash breakdown
|
||||||||
|
Cash and cash equivalents
|
|
|
||||||
|
Restricted cash, non-current
|
|
|
||||||
|
Restricted cash, current
|
||||||||
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||
|
Interest paid, net of capitalized interest
|
|
|
||||||
|
Finance Fees included in Accounts payable/ Accrued liabilities/ Due to related parties
|
||||||||
|
Equity issuance costs included in Accounts payable/ Accrued liabilities/ Due to related parties
|
||||||||
|
Capital expenditures included in Accounts payable/ Accrued liabilities/ Due to related parties
|
|
|
||||||
|
Unpaid Excess consideration over carrying value of acquired assets included in Due to Related Parties (Note 1)
|
||||||||
|
Settlement of Excess consideration over acquired assets with issuance of Series G Preferred Shares (Notes 1 and
13)
|
||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-5
(Expressed in thousands of United States Dollars – except share, per share data and rate per day, unless otherwise stated)
| 1. |
Basis of Presentation and General Information:
|
The accompanying unaudited interim condensed consolidated financial statements include the accounts of Top Ships Inc. and its wholly owned subsidiaries (collectively
the “Company”). Ocean Holdings Inc. was formed on January 10, 2000, under the laws of the Marshall Islands and was renamed to Top Tankers Inc. and Top Ships Inc. in May 2004 and December 2007, respectively. The Company is an international provider
of worldwide oil, petroleum products and bulk liquid chemicals transportation services.
During the six-month period ended June 30, 2026, the Company was the sole owner of all outstanding shares of the following subsidiary companies. The following list is
not exhaustive as the Company has other subsidiaries relating to vessels that have been sold and that remain dormant for the periods presented in these unaudited interim condensed consolidated financial statements as well as intermediary companies
that are 100 % subsidiaries of the Company that own shipowning companies.
|
Companies
|
Date of
Incorporation
|
Country of
Incorporation
|
Activity
|
|
Top Tanker Management Inc.
|
|
|
|
| Top Mega Yachts Inc. |
|
Wholly owned Shipowning Companies (“SPC”) with vessels in operation and under construction
|
Date of
Incorporation |
Country of
Incorporation |
Vessel
|
Delivery Date
|
|
|
1
|
PCH Dreaming Inc.
|
|
|
|
|
|
2
|
Eco Oceano Ca Inc.
|
|
|
|
|
|
3
|
Julius Caesar Inc.
|
|
|
|
|
|
4
|
Legio X Inc.
|
|
|
|
|
| 5 |
Seawolf Ventures Limited | ||||
| 6 |
Roman Shark I Inc. | ||||
| 7 |
Roman Shark II Inc. |
|
|||
| 8 |
Roman Shark III Inc. |
||||
| 9 |
Roman Shark IV Inc. |
||||
| 10 |
Roman Shark V Inc. |
||||
| 11 |
Roman Shark VI Inc. |
||||
| 12 |
Roman Shark VII Inc. |
||||
| 13 |
Roman Shark VIII Inc. |
||||
| 14 |
Roman Shark X Inc. |
||||
During the six-month period ended June 30, 2026, the Company was the owner of 50
|
SPC
|
Date of
Incorporation
|
Country of
Incorporation
|
Vessel
|
Delivery Date
|
|
|
1
|
California 19 Inc.
|
|
|
|
|
|
2
|
California 20 Inc.
|
|
|
|
|
F-6
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of United States Dollars – except share, per share data and rate per day, unless otherwise stated)On December 4, 2025 the Company entered into a letter of intent (“LOI”) relating to the prospective sale to Rubico Inc. of Roman Explorer Inc. (a wholly owned subsidiary that owns 100 % of the newbuilding megayacht M/Y Sanlorenzo “1150Exp,” (the “Newbuilding Yacht”), whereby the Company was precluded from marketing or selling the Newbuilding Yacht until March 31, 2026. The
consideration for the LOI was $4,000 (“2025 LOI advance”) and it
was netted-off against the sale consideration. The consideration was refundable in case Rubico Inc. elected not to proceed with the acquisition of Roman Explorer
Inc. The Company on December 31, 2025 (the “SPA signing date”) entered into a share purchase agreement (“SPA”) for the sale of Roman Explorer Inc. to Rubico Inc. (the “Newbuilding Yacht SPA”) for a consideration of $38,000 (“Newbuilding Yacht Consideration”). The transaction represented a nonreciprocal transfer
of long-lived assets between entities under common control. As such, the transfer was considered a disposal other than by sale and by analogy to ASC 845-10-30-10, the assets to be distributed continued to be classified as held and used until the
distribution occurred.
On the SPA signing date, Rubico Inc. settled $19,500 of the Newbuilding Yacht Consideration by netting the 2025 LOI advance and by paying $15,500 . This amount was presented under “Liability from contract with related party” in the unaudited interim condensed consolidated balance sheets as of December 31, 2025. On March 31, 2026 (the “Closing date”)
the Newbuilding Yacht SPA was consummated, and Roman Explorer Inc. was transferred to Rubico Inc. During the six-month period ended June 30, 2026 the Company has collected the
remaining Newbuilding Yacht Consideration of $18,500 and the Newbuilding Yacht Consideration has been fully settled. The net assets of
Roman Explorer Inc. as of March 31, 2026 amounted to $18,304 and substantially related to advances paid for the Newbuilding Yacht.
The Company accounted for the abovementioned disposal as a transfer of assets between entities under
common control. The
amount of the consideration received in excess of the historical carrying value of the net assets disposed is recognized as an addition to the Company’s additional paid in capital net of accumulated other comprehensive income of Roman Explorer
Inc. derecognized at the date of transfer, and presented as Excess of consideration over the carrying value of disposed assets in the Company’s unaudited interim condensed consolidated statement of stockholders’ equity for the six months ended
June 30, 2026. An analysis of the Excess consideration over the carrying value of acquired assets is presented in the table below:
|
As of June 30,
|
2026
|
|||
|
Consideration
|
|
|||
|
Less: Carrying value of net assets of companies disposed
|
(
|
)
|
||
|
Excess consideration over disposed assets
|
|
|||
On February 18, 2026, the Company entered into a share purchase agreement (the “Tanker SPA”) with Central Mare Inc. (“Central Mare”), a related
party affiliated with the family of Mr. Evangelos J. Pistiolis, to purchase the shares of nine entities (the “Tanker SPVs”) that have entered into shipbuilding contracts, dated February 3, 2026, with Guangzhou Shipyard International
Company Limited and China Shipbuilding Trading Co., Ltd. for the purchase of nine 47,499 dwt MR Product tankers (the “Newbuilding Tankers”). The Newbuilding Tankers are scheduled for delivery during 2028 and 2029. The purchase price for all of the Tanker
SPVs is $41,093 of which $6,000
was paid in cash upon the execution of the Tanker SPA, $8,636 was paid in cash from March to June, 2026, $14,000 was settled through the issuance of 14,000
Series G Perpetual Convertible Preferred Shares (the “Series G Preferred Shares”) (see Note 13) on March 31, 2026, and the remaining amount of $12,457 ,
which was fully settled in July 2026, is presented under Due to related parties in the unaudited interim condensed consolidated balance sheet as of June 30, 2026. Central Mare has also secured time charter employment with Trafigura Maritime
Logistics Pte Ltd (“Trafigura”) for all nine vessels, starting from their delivery and for a firm duration of seven years , with charterer’s option to extend for
additional years. As a condition to closing of the acquisition of the Tanker SPVs, Central Mare has arranged for leasing financing agreements that the Company has entered into on March 9 and March 18 2026 with Agricultural Bank of China
Financial Leasing and Industrial Bank Financial Leasing Co., Ltd, respectively. The financings are for an amount of 85 % of all
installments payable under the shipbuilding contracts for the nine newbuilding tanker vessels (see Note 7). The aggregate amount of
installments payable under the nine shipbuilding contracts is $406,800 .
The Company accounted for the abovementioned acquisitions as a transfer of assets between entities under common control and has recognized the vessels at their historical carrying amounts at the date of transfer. The amount of the consideration given in excess of the historical carrying value of the net assets acquired is recognized as a reduction to the Company’s additional paid-in capital and presented as Excess consideration over the carrying value of acquired assets in the Company’s unaudited interim condensed consolidated statement of stockholders’ equity for the six months ended June 30, 2026. Since the carrying value of the acquired assets was nil at the acquisition date, the total consideration of $
F-7
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of United States Dollars – except share, per share data and rate per day, unless otherwise stated) The abovementioned transactions were approved by a special committee of the Company’s board of directors (the “Special Committee”), of which all of
the directors were independent and for each transaction the Special Committee obtained a fairness opinion relating to the consideration of the transaction from an independent financial advisor.
These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the six months ended June 30, 2026 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2026.
| 2. |
Significant Accounting Policies:
|
A discussion of the Company’s significant accounting policies can be found in the Company’s annual financial statements for the fiscal year ended December
31, 2025 which have been filed with the US Securities and Exchange Commission on Form 20-F on April 1, 2026.
Recent Accounting Pronouncements Not Yet Adopted:
In May 2026, the FASB issued Accounting Standards Update No. 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818),
which establishes guidance for the recognition, measurement, presentation and disclosure of environmental credits and related environmental credit obligations. The amendments are effective for annual reporting periods beginning after
December 15, 2027, including interim periods within those annual reporting periods, with early adoption permitted, and are required to be applied retrospectively. The Company is currently evaluating the impact of adopting this guidance on
its unaudited interim condensed consolidated financial statements and related disclosures.
In April 2026, the FASB issued ASU No. 2026-01, “Equity (Topic 505): Initial
Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock.” The amendments in this Update require an issuer to initially measure paid-in-kind (PIK) dividends on equity-classified preferred stock on the basis of the PIK
dividend rate stated in the preferred stock agreement (for example, by multiplying the stated PIK dividend rate by the liquidation preference of the shares), addressing the prior absence of authoritative guidance and the resulting
diversity in practice. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is
permitted for any interim or annual period for which financial statements have not yet been issued or made available for issuance, provided that adoption in an interim period is applied as of the beginning of that fiscal year. The Company
evaluated the impact of this ASU on its unaudited interim condensed consolidated financial statements and determined that there is no material effect
on its results of operations.
There are no other recent accounting pronouncements, the adoption of which is expected to have a material effect on the Company’s unaudited interim condensed consolidated financial
statements in the current period.
|
3.
|
Going Concern:
|
For the six months ended June 30, 2026, the Company realized a net income of $6,484 and generated cash flows from operations of $11,058 . At June 30, 2026, the Company had a working
capital deficit of $15,951 , which includes an amount of $3,275 of unearned revenue that represents current liabilities that do not require future cash settlement and an amount of $12,457 of consideration due to Central Mare (see Note 1), that was fully settled in July 2026.
The Company has contractual commitments of $9,040
falling due within the twelve-month period after the issuance of these unaudited interim condensed consolidated financial statements, relating to the construction of the Newbuilding Tankers. These commitments are 85 % financed, resulting in unfinanced commitments of $1,356 .
In addition, on July 13, 2026, the Company entered into a share purchase agreement with Rubico Inc. for the disposal of one of the Newbuilding Tankers (see Note 14), for consideration of $6,250 .
On August 14, 2026, the respective share purchase agreement was consummated and the $6,250 consideration has been fully received.
F-8
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of United States Dollars – except share, per share data and rate per day, unless otherwise stated)Furthermore, on July 27, 2026, the Company entered into an additional share purchase agreement with Rubico Inc. for the disposal of one of the Newbuilding Tankers (see Note 14), for consideration of $6,500 receivable through September 30, 2026, of which $630 had been received as of the date of these unaudited interim condensed consolidated financial statements. In connection with this consideration, Rubico Inc. has the
option to partially settle the amount due through the issuance of its Series G
Perpetual Convertible Preferred Shares, in which case the corresponding portion of the consideration will be settled other than in cash (see Note 14).
Finally, non-current assets as of June 30, 2026 include $23,500
presented under Advances for asset acquisitions to related party, in respect of a non-binding letter of intent with Mr. Evangelos J. Pistiolis for the potential acquisition of certain residential real estate assets. On July 16, 2026, the Company
elected not to proceed with the acquisition, and the $23,500 became refundable in accordance with the terms of the letter of intent.
Subsequently, on July 28, 2026, the Company entered into a share purchase agreement with Central Mare Inc. for the acquisition of three
shipowning companies, each owning one newbuilding MR tanker (collectively the “Three MR Tankers”), for an aggregate purchase price of $30,850
payable no later than September 30, 2026 (see Note 14), of which $23,500 was settled using the aforementioned refundable advance, an
amount of $5,190 was settled in cash and the remaining $2,160 is payable in cash. Once this SPA is consummated, which is expected by September 30, 2026, the Company will assume the remaining construction commitments under the related shipbuilding contracts (see Note
8), of which $16,245 falls due within the twelve-month period after the issuance of these unaudited interim condensed consolidated
financial statements and is expected to be financed through a lease financing agreement (see Note 14).
In the Company’s opinion, the Company will be able to finance its working capital deficit in the next 12 months with cash on hand, operating cash flow and cash
flows from financing activities, including potential equity offerings. The Company believes it has the ability to continue as a going concern and consequently, the unaudited interim condensed consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
|
4. (a)
|
Vessels, net:
|
The balances in the accompanying unaudited interim condensed consolidated balance sheets are analyzed as follows:
|
Vessel
Cost
|
Accumulated
Depreciation
|
Net Book
Value
|
||||||||||
|
Balance, December 31, 2025
|
|
(
|
)
|
|
||||||||
| — Foreign currency translation differences |
( |
) | ( |
) | ||||||||
|
— Depreciation
|
-
|
(
|
)
|
(
|
)
|
|||||||
|
Balance, June 30, 2026
|
|
(
|
)
|
|
||||||||
As of June 30, 2026 title of ownership is held by the relevant lenders in respect of vessels with a carrying value of $237,283 to secure the relevant sale and lease back financing transactions and in the case of vessels financed via bank loans a vessel with a carrying value of $25,317 has been mortgaged as security under its respective loan facility.
|
4. (b)
|
Advances for vessels under construction:
|
An analysis of Advances for vessels under construction is as follows:
|
Advances for
vessels under
construction
|
||||
|
Balance, December 31, 2025
|
|
|||
| — Advances paid | ||||
| — Capitalized expenses | ||||
| — Capitalized Imputed Interest |
||||
| — Disposals |
( |
) | ||
|
— Foreign currency translation differences
|
(
|
)
|
||
|
Balance, June 30, 2026
|
|
|||
F-9
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of United States Dollars – except share, per share data and rate per day, unless otherwise stated)| 5. |
Transactions with Related Parties:
|
|
(a)
|
Central Mare – Executive Officers and Other Personnel Agreements: On September 1, 2010, the Company entered into separate agreements with Central
Mare, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, the Company’s President and Chief Executive Officer, pursuant to which Central Mare provides the Company with its executive officers and other administrative
employees (Chief Executive Officer and Chief Financial Officer), for which Central Mare charged the Company $
As of December 31, 2025 and June 30, 2026 the amounts due from Central Mare were $
|
| (b) |
Central Shipping Inc (“CSI”) – Letter Agreement and Management Agreements: On January 1, 2019, the Company entered into a letter agreement with CSI, a related party affiliated with the family of
Mr. Evangelos J. Pistiolis, which detailed the services and fees for the management of the Company’s fleet. On March 31, 2026 the Company’s vessel-owning subsidiaries of new building vessels Hull No. 25110054, Hull No. 25110055, Hull No.
25110056, Hull No. 25110057, Hull No. 25110058, Hull No. 25110059, Hull No. 25110060, Hull No. 25110061, Hull No. 25110063 entered into nine management agreements, one for each newbuilding vessel, with CSI respectively (collectively the
“CSI Management Agreements”).
As of December 31, 2025 and June 30, 2026 , the amounts due to CSI were $
|
The fees charged by and expenses relating to CSI for the six months ended June 30, 2025 and 2026 are as follows:
|
Six Months Ended June 30,
|
|||||||||
|
2025
|
2026
|
Presented in:
|
|||||||
|
Management fees
|
|
|
|
Management fees - related parties – Statement of comprehensive income
|
|||||
|
Superintendent fees
|
|
|
Vessel operating expenses – Statement of comprehensive income
|
||||||
|
Accounting and reporting cost
|
|
|
Management fees - related parties – Statement of comprehensive income
|
||||||
|
Commission on charter hire agreements
|
|
|
Voyage expenses – Statement of comprehensive income
|
||||||
|
Financing fees
|
|
|
Net in Current and Non-current portions of long-term debt – Balance Sheet
|
||||||
| Newbuilding vessels monitoring fee |
Capitalized in Vessels, net and Advances for vessels under construction – Balance sheet
|
||||||||
|
Total
|
|
|
|||||||
| (c) |
Charter party with Central Tankers Chartering Inc (“CTC”): For the six months ended June 30, 2025 and 2026 the CTC time charter generated $
|
| (d) |
Asset acquisitions from Related Party: On November 21, 2025 the Company entered into a non-binding letter of intent ( the “2025 No-Shop LOI”) with Mr. Evangelos J. Pistiolis for the potential acquisition of certain residential real
estate assets in Dubai from a company affiliated with Mr. Evangelos J. Pistiolis, whereby the latter granted the Company an exclusive right and an option to acquire all or a portion of a portfolio of assets with an estimated aggregate
market value in excess of $
|
F-10
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of United States Dollars – except share, per share data and rate per day, unless otherwise stated)| 6. |
Leases
|
Charter agreements:
As of June 30, 2026, the Company operated one vessel
(M/T Marina Del Ray) under a time charter with Weco Tankers A/S, one vessel (M/T Eco Oceano Ca) under a time charter with CTC, and two vessels (M/T’s Julius Caesar and Legio X Equestris) under time charters with Trafigura Maritime Logistics Pte Ltd.
In addition, pursuant to the consummation of the Tanker SPA for the acquisition of
the Newbuilding Tankers during the six-month period ended June 30, 2026, the Company has entered into time charter parties with Trafigura for seven years for the Newbuilding Tankers starting upon their delivery from the shipyard with a charterer’s option to extend for
additional years. These time charter agreements will commence upon each respective vessels’ delivery.
Future minimum time-charter receipts of the Company’s vessels in operation as of June 30, 2026, based on commitments relating to non-cancellable time charter
contracts, are as follows:
|
Year ending December 31,
|
Time Charter
receipts
|
|||
|
2026 (remaining)
|
|
|||
|
2027
|
|
|||
|
2028
|
|
|||
|
2029
|
|
|||
|
2030 and thereafter
|
|
|||
|
Total
|
|
|||
Future minimum time-charter receipts of the Company’s vessels under construction as of June 30, 2026, are as follows
|
Year ending December 31,
|
Time Charter
receipts
|
|||
|
2026(remaining)
|
|
|||
|
2027
|
|
|||
|
2028
|
|
|||
|
2029
|
|
|||
|
2030 and thereafter
|
|
|||
|
Total
|
|
|||
In arriving at the minimum future charter revenues, an estimated 20 days
off-hire time to perform scheduled dry-docking in the year the drydocking is expected on each vessel has been deducted, and it has been assumed that no additional off-hire time is incurred, although there is no assurance that such estimate will be
reflective of the actual off-hire in the future.
F-11
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of United States Dollars – except share, per share data and rate per day, unless otherwise stated)| 7. |
Debt:
|
Details of the Company’s credit facilities are discussed in Note 7 of the Company’s annual financial statements for the year ended December 31,
2025 and changes in the six months ended June 30, 2026 are discussed below.
| Bank / Vessel(s) |
December 31,
2025
|
June 30,
2026
|
||||||
|
Total long term debt:
|
||||||||
|
New Huarong Facility (
|
||||||||
|
ABCFL Facility (
|
|
|
||||||
|
CIBFL Facility (
|
||||||||
| HSBC Facility ( |
||||||||
|
Total long term debt
|
|
|
||||||
|
Less: Deferred finance fees
|
(
|
)
|
(
|
)
|
||||
|
Total long term debt net of deferred finance fees
|
|
|
||||||
|
Presented:
|
||||||||
|
Current portion of long-term debt
|
|
|
||||||
|
Long term debt
|
||||||||
|
Total Debt net of deferred finance fees
|
|
|
||||||
ABCFL Facility
On March 9, 2026, Roman Shark I Inc., Roman Shark III Inc., Roman Shark V Inc. and
Roman Shark VII Inc. entered into lease financing arrangements with Agricultural Bank of China Financial Leasing (“ABCFL” and the “ABCFL Facility”) for the partial, pre-delivery financing of the construction cost of four of the Newbuilding Tankers. Under the ABCFL Facility, ABCFL will advance 85 % of each instalment payable under the shipbuilding contracts as it falls due during the construction period, with the Company funding the remaining 15 %. The total instalments under each shipbuilding contract amount to $45,200 , and the aggregate financing under the ABCFL Facility will therefore be $38,420 for each
Newbuilding Tanker and $153,680 in aggregate. Upon delivery of each vessel from the shipyard, each vessel will be sold to the lessor
and concurrently leased back to the Company on a bareboat basis. The ABCFL Facility bears interest at plus a margin of 1.80 %. Upon delivery of each vessel, the Company expects to make quarterly instalment payments of $506 over a period of 10 years, with a purchase obligation of $18,200
at the end of the 10 -year period, for each vessel. Following the first anniversary of each vessel’s delivery, the Company will have
the option to repurchase each vessel at purchase prices stipulated in the related bareboat charter agreement, varying according to when the option is exercised. Concurrently, another company under common control with the Tanker SPVs entered into
similar agreements with ABCFL for the financing of a sister newbuilding vessel to the Newbuilding Tankers (the “Related Newbuilding Contract Owner”). This commonly controlled company was acquired by Rubico Inc. Upon consummation of the Tanker
SPA, the Company provided ABCFL with a corporate guarantee of the obligations of Roman Shark I Inc., Roman Shark III Inc., Roman Shark V Inc. and Roman Shark VII Inc. and the Company also provided ABCFL with a corporate guarantee of the
obligations of the Related Newbuilding Contract Owner. As of June 30, 2026, an amount of $23,052 is outstanding under the ABCFL
Facility, representing 85 % of the first instalments of $6,780 per vessel, or $27,120 in aggregate, paid to the yard for four of the Newbuilding Tankers.
The ABCFL Facility contains customary covenants and event of default clauses,
including cross-default provisions and restrictive covenants. It contains performance requirements at the guarantor level and the shipowning companies level. At the guarantor level, from delivery of the vessel and at all times thereafter, the
guarantor is required to maintain minimum liquidity of no less than $440 per tanker vessel and, following the cancellation, expiration
or termination of the time charter agreement with Trafigura (or a qualifying replacement charter agreement), the guarantor is required to maintain a ratio of total net debt to the aggregate market value of its fleet of no more than 80 %. At the shipowning company level, following the cancellation, expiration or termination of the time charter agreement with Trafigura (or a
qualifying replacement charter agreement), the ABCFL Facility is subject to a loan to value requirement whereby the outstanding capital balance must not exceed 85 % of the vessel’s market value. Additionally, the ABCFL Facility contains restrictions on the Company incurring further indebtedness or guarantees and paying dividends when in default or
if such dividend payment would result in a termination event under the lease financing agreement. The ABCFL Facility has change of control provisions whereby there may not be a change of control of the Company.
F-12
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of United States Dollars – except share, per share data and rate per day, unless otherwise stated)The ABCFL Facility is secured mainly by the following:
| ● |
Ownership of the vessel;
|
| ● |
Cross-default covenants with the Related Newbuilding Contract Owner and the newbuilding contract owners financed under the ABCFL Facility
|
| ● |
A pre-delivery assignment of the shipbuilding contract and refund guarantee;
|
| ● |
Assignment of insurances and earnings of each vessel financed;
|
| ● |
Specific assignment of any time charters of the vessel financed with duration of more than
|
| ● |
Corporate guarantee of the Company;
|
| ● |
Pledge of the shares of the relevant shipowning subsidiaries; and
|
| ● |
Pledge over the earnings account of each vessel financed
|
CIBFL Facility
On March 18, 2026, Roman Shark II Inc., Roman Shark IV Inc., Roman Shark VI Inc.,
Roman Shark VIII Inc. and Roman Shark X Inc. entered into lease financing arrangements with Industrial Bank Financial Leasing Co., Ltd (“CIBFL” and the “CIBFL Facility”) for the partial, pre-delivery financing of the construction cost of five of the Newbuilding Tankers. Under the CIBFL Facility, CIBFL will advance 85 % of each instalment payable under the shipbuilding contracts as it falls due during the construction period, with the Company funding the remaining 15 %. The total instalments under each shipbuilding contract amount to $45,200 , and the aggregate financing under the CIBFL Facility will therefore be $38,420 for each
Newbuilding Tanker and $192,100 in aggregate. Upon delivery of each vessel from the shipyard, each vessel will be sold to the lessor
and concurrently leased back to the Company on a bareboat basis. The CIBFL Facility bears interest at plus a margin of 1.80 %. Upon delivery of each vessel, the Company expects to make quarterly instalment payments of $511 over a period of 10 years, with a purchase obligation of $18,000
at the end of the 10 -year period, for each vessel. Following the first anniversary of each vessel’s delivery, the Company will have
the option to repurchase each vessel at purchase prices stipulated in the related bareboat charter agreement, varying according to when the option is exercised. Upon consummation of the Tanker SPA, the Company provided CIBFL with a corporate
guarantee of the obligations of Roman Shark II Inc., Roman Shark IV Inc., Roman Shark VI Inc., Roman Shark VIII Inc. and Roman Shark X Inc. As of June 30, 2026, an amount of $28,815 is outstanding under the CIBFL Facility, representing 85 % of the
first instalments of $6,780 per vessel, or $33,900 in aggregate, paid to the yard for five of the Newbuilding Tankers.
The CIBFL Facility contains customary covenants and event of default clauses,
including cross-default provisions and restrictive covenants. It contains performance requirements at the guarantor level and the shipowning companies level. At the guarantor level, from delivery of the vessel and at all times thereafter, the
guarantor is required to maintain minimum liquidity of no less than $440 per tanker vessel and, following the cancellation, expiration
or termination of the time charter agreement with Trafigura (or a qualifying replacement charter agreement), the guarantor is required to maintain a ratio of total net debt to the aggregate market value of its fleet of no more than 80 %. At the shipowning company level, following the cancellation, expiration or termination of the initial time charter agreement with Trafigura (or a
qualifying replacement charter agreement), the CIBFL Facility is subject to an asset-cover requirement whereby the vessel’s market value must not fall below 118 % of the outstanding capital balance. Additionally, the CIBFL Facility contains restrictions on the Company incurring further indebtedness or guarantees and paying dividends when in
default or if such dividend payment would result in a termination event under the lease financing agreement. The CIBFL Facility has change of control provisions whereby there may not be a change of control of the Company.
The CIBFL Facility is secured mainly by the following:
| ● |
Ownership of the vessel;
|
| ● |
Cross-default covenants with the newbuilding contract owners financed under the CIBFL Facility;
|
| ● |
A pre-delivery assignment of the shipbuilding contract and refund guarantee;
|
| ● |
Assignment of insurances and earnings of each vessel financed;
|
| ● |
Specific assignment of any time charters of the vessel financed with duration of more than
|
| ● |
Corporate guarantee of the Company (see above);
|
| ● |
Pledge of the shares of the relevant shipowning subsidiaries; and
|
| ● |
Pledge over the earnings account of each vessel financed
|
As of June 30, 2026, the applicable average SOFR was 3.66 % and the applicable EURIBOR was 2.25 %.
As of June 30 2026, the Company was in compliance with all covenants with respect
to its credit facilities.
F-13
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of United States Dollars – except share, per share data and rate per day, unless otherwise stated)| 8. |
Commitments and Contingencies:
|
Capital Expenditures under the Company’s Newbuilding program:
The Company has remaining contractual commitments to the shipyard for its Newbuilding
Tankers as of June 30, 2026 totalling $345,780 , out of which an amount of $22,600 is payable in 2027, an amount of $126,560 is payable
in 2028 and an amount of $196,620 is payable in 2029. These contractual commitments to the shipyard are financed at 85
On July 13, 2026, the Company entered into an SPA with Rubico Inc. to sell the shares of
Roman Shark VII Inc. (see Note 14). On August 14, 2026 the SPA was consummated and as a result, the Company has reduced its commitments by $38,420
($9,040 in 2028 and $29,380
in 2029).
On July 27, 2026, the Company entered into an SPA with
Rubico Inc. to sell the shares of Roman Shark V Inc. (see Note 14). Once the SPA is consummated, which is expected to occur by September 30, 2026, the Company will have reduced its commitments by $38,420 ($13,560 in 2028 and $24,860 in 2029).
The Company also has contractual commitments, as of June 30, 2026, to Central Mare as seller of the Newbuilding Tankers totalling $12,457 that was settled in July 2026.
On July 28, 2026, the Company entered into an SPA for the purchase of the Three MR Tankers with Central Mare (see Note 14). Once the SPA is consummated the Company will have remaining contractual commitments to the shipyard totalling $140,235 , out of which an amount of $16,245 is payable in 2027,
an amount of $21,660 is payable in 2028 and an amount of $102,330 is payable in 2029. These contractual commitments to the shipyard are expected to be financed at about 85 % from the lease financing arrangement that the Company expects to enter into. (see Note 14).
Once the SPA for the Three MR Tankers is consummated
the Company will also have contractual commitments to Central Mare as seller of the Three MR Tankers totaling $30,850 out of which $23,500 was settled
by applying the 2025 No Shop LOI consideration, $5,190 was settled in cash and the remaining $2,160 is payable in cash.
Guarantee on performance of the SLBs of Rubico Inc. with Huarong:
Concurrently with the entry into the New Huarong Facility, the Company provided a
guarantee of the obligations of the vessel-owning subsidiaries of Rubico Inc. under similar SLBs entered into with Huarong in an aggregate amount of $84,000 ,
consummated in November 2025. The outstanding amount as of June 30, 2026, is $81,375 . Furthermore, the New Huarong Facility contains
cross-default provisions which would be triggered by a default under these SLBs entered into by Rubico Inc. The Company assigns zero probability of default to said SLBs and hence has not established any provisions for losses relating to this
matter.
Guarantee on performance of the financing of the related newbuilding contract owner
with ABCFL:
Concurrently with the entry into the ABCFL Facility (see Note 7), the Company provided a
guarantee of the obligations of the vessel-owning subsidiary of Rubico Inc. under similar lease financing entered into with ABCFL in an aggregate amount of $38,420 , consummated in March 2026. The outstanding amount as of June 30, 2026, is $5,763 .
Furthermore, the ABCFL Facility contains cross-default provisions which would be triggered by a default under the financing of the related newbuilding contract owner with ABCFL. The Company assigns zero probability of default to said lease
financing and hence has not established any provisions for losses relating to this matter.
F-14
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of United States Dollars – except share, per share data and rate per day, unless otherwise stated)| 9. |
Common Stock, Additional Paid-In Capital and Dividends:
|
A discussion of the Company’s common stock, additional paid-in capital and dividends can be found in the Company’s annual financial statements for the fiscal year
ended December 31, 2025 which have been filed with the Securities and Exchange Commission on Form 20-F on April 1, 2026. No
2024 ATM: The Company has issued 953,223 common shares pursuant to the 2024 ATM in the six-month period ended June 30, 2026, for gross proceeds of $4,294 and has incurred $57 of expenses
related to this equity distribution agreement.
2026 Equity Line Purchase Agreement: On April 24, 2026, the
Company entered into a common shares purchase agreement (the “2026 Equity Line Purchase Agreement”) with B. Riley Principal Capital II, LLC (the “Selling Shareholder”). Pursuant to the 2026 Equity Line Purchase Agreement, the Company has the
right to sell to the Selling Shareholder, from time to time during the term of the 2026 Equity Line Purchase Agreement, up to $50,000
of its common shares, subject to certain limitations and conditions set forth in the 2026 Equity Line Purchase Agreement. Sales of the Company’s common shares pursuant to the 2026 Equity Line Purchase Agreement, and the timing of any sales, are
solely at the Company’s option. The Company filed a registration statement to register the resale by the Selling Shareholder, as amended, of up to 50,000,000
of its common shares. The Company’s right to cause the Selling Shareholder to purchase its common shares is subject to certain conditions set forth in the 2026 Equity Line Purchase Agreement. During the six-month period ended June 30, 2026 the
Company issued 1,925,373 Common shares in connection with the 2026 Equity Line Purchase Agreement for gross proceeds of $2,481 and has incurred costs related to the 2026 Equity Line of Credit of $787 .
| 10. |
Earnings Per Common Share:
|
All shares issued are included in the Company’s common stock and have equal rights to vote and participate in dividends and in undistributed earnings. The
components of the calculation of basic and diluted Earnings per share for the six months ended June 30, 2025 and 2026 are as follows:
|
Six months ended June 30,
|
||||||||
|
2025
|
2026
|
|||||||
|
Net Income
|
||||||||
|
Less: Deemed dividend equivalents on Series G Preferred Shares related to redemption value
|
( |
) | ||||||
|
Less: Dividends of Series G Preferred Shares
|
( |
) | ||||||
|
Net Income attributable to common shareholders
|
||||||||
|
Weighted average common shares outstanding, basic
|
||||||||
|
Effect of dilutive securities:
|
||||||||
|
Series G Preferred Shares
|
||||||||
|
Weighted average common shares outstanding, diluted
|
||||||||
| Earnings per share, basic |
||||||||
|
Earnings per share, diluted
|
||||||||
For the six-month
periods ended June 30, 2025 and June 30, 2026, 5,322,821 and 9,559,855 dilutive shares calculated with the treasury stock method, were not included in the computation of diluted earnings per share because to do so would have been
antidilutive for the period presented.
F-15
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of United States Dollars – except share, per share data and rate per day, unless otherwise stated)| 11. | Fair value of Financial Instruments: |
The principal financial assets of the Company consist of cash on hand and at banks, restricted cash, and other. The principal financial liabilities of
the Company consist of long term debt, accounts payable due to suppliers, amounts due to related parties and accrued liabilities.
| a) |
Interest rate risk: The Company as of June 30, 2026 is subject to market risks relating to changes in interest rates, since all of its debt is subject to floating interest rates.
|
| b) |
Credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash. The Company places its temporary cash
investments, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions with which it places its temporary cash
investments.
|
| c) |
Fair value:
|
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Cash and cash equivalents and restricted cash are considered Level 1 items as they represent liquid assets with short term maturities. The Company considers its
creditworthiness when determining the fair value of its liquid assets.
The carrying amounts of accounts payable, amounts due to related parties and accrued liabilities approximate their fair value because of the short maturity of these
instruments.
The carrying value of long-term debt with variable interest rates (obtained through Level 2 inputs of the fair value hierarchy) approximates the fair market value as
the long-term debt bears interest at a floating interest rate.
The Company follows the accounting guidance for Fair Value Measurements. This guidance enables the reader of the financial statements to assess the inputs used to
develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The guidance requires assets and liabilities carried at fair value to be classified and disclosed in
one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities;
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;
Level 3: Unobservable inputs that are not corroborated by market data.
F-16
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of United States Dollars – except share, per share data and rate per day, unless otherwise stated)|
12.
|
Segment Reporting
|
The table below presents information about the Company’s reportable segments for the six months ended June 30, 2026. The accounting policies followed in the
preparation of the reportable segments are the same as those followed in the preparation of the Company’s unaudited interim condensed consolidated financial statements. Segment results are evaluated based on income from operations.
|
Six months ended June 30, 2026
|
||||||||||||
|
Tanker
Segment
|
Megayacht
Segment
|
Total
|
||||||||||
|
REVENUES:
|
||||||||||||
|
Total revenues
|
|
|
|
|||||||||
|
EXPENSES:
|
||||||||||||
|
Voyage expenses
|
|
|
|
|||||||||
|
Other vessel operating expenses
|
|
|
|
|||||||||
|
Dry-docking costs
|
||||||||||||
|
Vessel depreciation
|
|
|
|
|||||||||
|
Management fees-related parties-direct
|
|
|
|
|||||||||
|
Segments operating results
|
|
|
|
|||||||||
|
General and administrative expenses
|
(
|
)
|
||||||||||
|
Interest and finance costs
|
(
|
)
|
||||||||||
|
Interest income
|
|
|||||||||||
|
Management fees-related parties- overhead costs
|
( |
) | ||||||||||
|
Equity gains in unconsolidated joint ventures
|
|
|||||||||||
|
Net income
|
|
|||||||||||
A reconciliation of total segment assets to total assets presented in the accompanying unaudited interim condensed consolidated balance sheets as of June 30, 2026 is
as follows:
|
As of
June 30, 2026
|
||||
|
Tanker segment
|
|
|||
|
Megayacht segment
|
|
|||
|
Cash and cash equivalents including restricted cash
|
|
|||
|
Investments in unconsolidated joint ventures
|
|
|||
|
Other fixed assets, net
|
|
|||
| Advances for asset acquisition to related party | ||||
|
Total consolidated assets
|
|
|||
F-17
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of United States Dollars – except share, per share data and rate per day, unless otherwise stated)| 13. |
Mezzanine Equity
|
On March 31, 2026 the Company settled an amount of $14,000
from the purchase price of the Tanker SPA, through the issuance of 14,000
Series G Preferred Shares (see Note 1). On May 9, 2026 Central Mare transferred all its Series G Preferred Shares to 3 Sororibus Trust, an irrevocable trust established for the benefit of certain family members of the President, Chief Executive
Officer and Director of the Company, Mr. Evangelos J. Pistiolis.
Series G Perpetual Convertible Preferred Shares:
The Series G Preferred Shares have the following characteristics:
Conversion. The Company has the right, at any time and from time to time, subject to
certain conditions, to convert in whole or in part at a conversion price which is the lower of (i) $3.67 , (ii) 80 % of the lowest daily VWAP of the Company’s common shares over the consecutive trading days expiring on the trading day immediately prior to the date of delivery of a conversion notice, (iii) the conversion price or exercise price per share of any of the Company’s then
outstanding convertible shares or warrants, (iv) the lowest issuance price of the common shares in any transaction from the date of the issuance of the Series G Preferred Shares onwards, but in no event will the Series G Preferred Shares Conversion
Price be less than $0.60 (the “Floor Price”). The Floor Price is adjusted (decreased) in case of splits or subdivisions of the Company’s
outstanding shares and is not adjusted in case of reverse stock splits or combinations of the Company’s outstanding shares.
Voting. The holders of Series G Preferred Shares are entitled to the voting power of one thousand (1,000 ) of the Company’s
common shares per Series G Preferred Share.
Redemption. The Company at its option shall have the right to redeem a portion or all of
the outstanding Series G Preferred Shares. The Company shall pay an amount equal to one thousand dollars ($1,000 ) per each Series G Preferred Share (the “Liquidation Amount”), plus a redemption premium equal to fifteen percent (15 %) of the Liquidation Amount being redeemed if
that redemption takes place up to and including March 31, 2027 and twenty percent (20 %) of the Liquidation Amount being redeemed if that redemption takes place after March 31, 2027.
Dividends. The holders of outstanding Series G Preferred Shares shall be entitled to
receive semi-annual dividends equal to fifteen percent (15 %) per year of the liquidation amount of the then outstanding Series G Preferred Shares.
The Company determined that the Series G Preferred Shares were more akin to equity than debt and that the above identified conversion feature, subject to adjustments,
was clearly and closely related to the host instrument, and accordingly bifurcation and classification of the conversion feature as a derivative liability was not required. Given that the Series D Preferred Shares’ holder (Lax Trust) controlled a
majority of the Company votes, and is affiliated with Mr. Evangelos J. Pistiolis, with whom 3 Sororibus Trust., the holder of the Series G Preferred Shares is also affiliated, the preferred equity was in essence redeemable at the option of the
holder and hence was classified in Mezzanine equity as per ASC 480-10-S99 “Distinguishing liabilities from Equity – SEC Materials”. Upon issuance the Company
adjusted the carrying value of the Series G Preferred Shares to the maximum redemption amount ($16,100 ), resulting in an increase of $2,100 , which has been accounted as deemed dividend.
During the six-month period ended June 30, 2026 the Company declared $529
of dividends to the Series G Preferred Shares holder.
F-18
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of United States Dollars – except share, per share data and rate per day, unless otherwise stated)|
14.
|
Subsequent Events
|
On July 13, 2026, the Company entered into an SPA with Rubico Inc. to sell the shares of Roman Shark VII Inc. (the “Roman Shark VII SPV”) that is party to a shipbuilding contract with Guangzhou Shipyard
International Company Limited and China Shipbuilding Trading Co., Ltd. for the construction of Hull 25110060 a 47,499
dwt chemical/product oil carrier (the “Roman Shark VII MR Tanker”). The Roman
Shark VII MR Tanker is scheduled for delivery in the third quarter of 2029. The aggregate selling price for 100 % of the shares of the Roman Shark VII SPV is $6,250 (the “Roman Shark VII Consideration”). Rubico Inc. and the Company provided corporate guarantees in favor of ABCFL which will continue to
finance the construction of the Roman Shark VII MR Tanker. The disposal
was approved by a special committee composed of independent and disinterested members of the Company’s board of directors, which obtained a fairness opinion with respect to the consideration to sell the Roman Shark VII SPV from an independent financial advisor. On August 14, 2026 the SPA was consummated and as of that date the Roman Shark VII Consideration has been fully settled.
On July 27, 2026, the Company entered into an SPA with Rubico Inc.
to sell the shares of Roman Shark V Inc. (the “Roman Shark V SPV”) that is party to a shipbuilding contract with Guangzhou Shipyard International Company Limited and China Shipbuilding Trading Co., Ltd. for the construction of Hull 25110058 a 47,499 dwt chemical/product oil carrier (the “Roman Shark V MR Tanker”). The Roman Shark V MR Tanker is scheduled for delivery in the second quarter of 2029. The
aggregate selling price for 100 % of the shares of the Roman Shark V SPV is $6,500 (the “Roman Shark V Consideration”), receivable in full at closing, with the transaction expected to close by September 30, 2026, subject to customary closing
conditions. In case Rubico Inc. raises capital through the issuance of any common stock, preferred stock, or other equity interest prior to closing, Rubico Inc. shall be obligated to apply 100 % of the net cash proceeds of such equity raises directly toward the payment of the Roman Shark V Consideration. Furthermore, Rubico Inc. may, at its option,
settle all or a portion of the purchase price through the issuance of Rubico Inc.’s Series G Perpetual Convertible Preferred Shares, which have similar terms with the Series G Preferred Shares issued by the Company apart from the fixed
conversion price that will be determined upon issuance (see Note 13). Rubico Inc. and the Company will provide corporate guarantees in favor of ABCFL which will continue to finance the construction of the Roman Shark V MR Tanker. The
disposal was approved by a special committee composed of independent and disinterested members of the Company’s board of directors, which obtained a fairness opinion with respect to the consideration to sell the SPV from an independent
financial advisor. As of the date of these unaudited interim condensed consolidated financial statements $630 of the Consideration has been received.
On July 28, 2026, the Company entered into an SPA with Central Mare Inc. for the purchase of 100 % of the shares of three shipowning companies (The
“Three MR Tankers’ SPVs”), that have entered into shipbuilding contracts with a South Korean shipyard for the construction of three 49,940 dwt oil/chemical
(MR) tankers scheduled for delivery during the third and fourth quarter of 2029 (collectively, the “Three MR Tankers”). The
aggregate purchase price payable to Central Mare Inc., as seller, is $30,850 (the “Three
MR Tankers Consideration”), of which $23,500 was settled by applying the consideration refundable to the Company under
the 2025 No Shop LOI and $5,190 was
settled in cash, accordingly, $28,690 had
been settled as of the date of these unaudited interim condensed consolidated financial statements and the remaining $2,160 is payable in cash. If the Company raises capital through the incurrence
of indebtedness or the issuance of common stock, preferred stock or other equity interests prior to closing, it is obligated to apply 100 %
of the net cash proceeds of any such financing directly toward payment of the Three MR Tankers Consideration.
Each of the Three MR Tankers has a contract price with the Builder of $49,500 , or
$148,500 in aggregate, of which the first instalment of $2,755 per vessel ($8,265 in aggregate) had been paid by Central Mare
Inc. Upon consummation of the SPA, the Company will assume the remaining contractual commitments to the Builder totalling $140,235 ,
of which $16,245 is payable in 2027, $21,660 is payable in 2028 and $102,330 is payable in 2029. These
commitments are expected to be financed at approximately 85 % through a lease financing arrangement, for which the Company has
secured a signed term sheet with a major Chinese leasing company and expects to enter into definitive documentation. The Three
MR Tankers’ SPVs have also secured time charter employment with a major oil trader, starting from their delivery and for a firm duration of five years , with charterer’s option to extend for additional year.
F-19