6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2023

Commission File Number: 001-41561

TORO CORP.

(Translation of registrant’s name into English)

223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this report on Form 6-K as Exhibit 99.1 is a copy of a press release issued by Toro Corp. (the “Company”) on June 27, 2023, announcing the sale of the M/T Wonder Musica and the completion of the previously announced sales of the M/T Wonder Bellatrix and M/T Wonder Polaris.

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.

Exhibit 99.1

Toro Corp. Announces the Sale of the M/T Wonder Musica for $28.0 Million With an Expected Net Gain of $17.0 Million and the Completion of the Sales of M/T Wonder Bellatrix and M/T Wonder Polaris

Limassol, Cyprus, June 27, 2023 – Toro Corp. (NASDAQ: TORO) (“Toro”, or the “Company”) an international energy transportation services company, announces that on June 15, 2023, the Company entered into an agreement with an unaffiliated third-party for the sale of the M/T Wonder Musica, a 2004-built Aframax/LR2 tanker, at a price of $28.0 million. The conclusion of the sale agreement is subject to the execution of definitive documentation customary for this type of transaction. The vessel is expected to be delivered to its new owner during the third quarter of 2023.

The Company expects to record during the third quarter of 2023 a net gain on the sale of the M/T Wonder Musica of approximately $17.0 million, excluding any transaction-related costs.

Toro also announces that the Company completed the previously announced sales of (i) the M/T Wonder Bellatrix, a 2006-built Aframax/LR2 tanker, at a price of $37.0 million, and (ii) the M/T Wonder Polaris, a 2005-built Aframax/LR2 tanker, at a price of $34.5 million on June 22, 2023 and June 26, 2023, respectively, by delivering each vessel to their new owner. The Company expects to record during the second quarter of 2023 (i) a net gain on the sale of the M/T Wonder Bellatrix of approximately $20.5 million, excluding any transaction-related costs, and (ii) a net gain on the sale of the M/T Wonder Polaris of approximately $22.4 million, excluding any transaction-related costs.

About Toro Corp.

Toro Corp. is an international energy transportation services company with a fleet of tanker vessels that carry crude oil and petroleum products worldwide.

Toro Corp. currently owns a fleet of eight vessels, with an aggregate capacity of 0.5 million dwt, consisting of one Aframax, three Aframax/LR2, two Handysize tankers and two 5,000 cbm LPG carriers. As previously announced, Toro Corp. has agreed to sell two of its Aframax/LR2 tankers and has agreed to acquire two additional LPG carriers.

Toro is incorporated under the laws of the Republic of the Marshall Islands. The Company's common shares trade on the Nasdaq Capital Market under the symbol “TORO”.

For more information, please visit the Company’s website at www.torocorp.com. Information on our website does not constitute a part of this press release.

Cautionary Statement Regarding Forward-Looking Statements

This press release may contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Forward-looking statements give the Company’s current expectations and projections about future events, including business strategy, goals, and future financial condition and performance, and so actual results to differ materially from what is expressed or implied by the statements. These statements sometimes use words such as “believe”, “anticipate”, “intend”, “estimate”, “forecast”, “project”, “plan”, “potential”, “will”, “may”, “should”, “expect”, “pending”, “indicates” and other words of similar meaning (or the negative thereof) and include all matters that are not historical or current facts.

Forward-looking statements are subject to risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future and/or are beyond our control or precise estimate. Such risks, uncertainties and other factors include, but are not limited to, uncertainties related to the Company’s and its counterparty’s ability to consummate the transactions discussed herein, as well as those factors discussed under “Risk Factors” in our Annual Report for the year ended December 31, 2022 and/or our other filings with the SEC, which can be obtained free of charge on the SEC’s website at http://www.sec.gov. Except to the extent required by applicable law, we disclaim any intention or obligation to update publicly or revise any forward‐looking statements, whether as a result of new information, future events or otherwise.

CONTACT DETAILS

For further information please contact:

Petros Panagiotidis

Toro Corp.

Email: info@torocorp.com