Toro Corp 6-K, filed Oct 1, 2025

Toro Corp. (TORO)

6-K 2025-10-01 For: 2025-06-30

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About this 6-K

Toro Corp filed this 6-K on October 1, 2025.

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Exhibit No.	Description
99.1	Unaudited Consolidated Interim Financial Statements for the Six Months Ended June 30, 2025
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations
99.3	Share Purchase Agreement, dated as of September 29, 2025, between Castor Maritime Inc. and Toro Corp.
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

	TORO CORP.
Dated: October 1, 2025
	By:	/s/ Petros Panagiotidis
		Petros Panagiotidis
		Chairman and Chief Executive Officer

	Page
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2024, and June 30, 2025	F-2
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income for the six months ended June 30, 2024 and 2025	F-3
Unaudited Condensed Consolidated Statements of Shareholders’ Equity and Mezzanine Equity for the six months ended June 30, 2024 and 2025	F-4
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2025	F-5
Notes to Unaudited Interim Condensed Consolidated Financial Statements	F-6

			December 31,		June 30,
ASSETS	Note		2024		2025
CURRENT ASSETS:
Cash and cash equivalents			$	37,193,010	$	114,666,571
Due from related parties, current		4		6,072,800		5,181,873
Accounts receivable trade, net				416,300		—
Inventories				194,981		121,593
Prepaid expenses and other assets				291,832		1,183,399
Investment in equity securities, current		7		226,566		278,019
Loan to related party, current		4		10,364,205		—
Accrued charter revenue				19,590		84,002
Current assets of discontinued operations		3		495,003		449,807
Total current assets				55,274,287		121,965,264

NON-CURRENT ASSETS:
Vessels, net		4,6		72,767,793		64,062,767
Advances for vessel acquisition		6		—		5,442,500
Due from related parties, non-current		4		1,590,501		1,201,959
Prepaid expenses and other assets, non-current				357,769		—
Deferred charges, net		5		1,081,481		1,787,676
Investment in equity securities, non-current		7		4,647,853		4,647,853
Investment in related parties		4		100,687,500		127,151,902
Loan to related party, non-current		4		90,000,000		—
Total non-current assets				271,132,897		204,294,657
Total assets			$	326,407,184	$	326,259,921

LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Due to related parties		4		338,333		342,221
Accounts payable				770,826		1,812,136
Deferred revenue				984,000		1,010,000
Accrued liabilities				982,636		1,375,736
Current liabilities of discontinued operations		3		1,619,763		1,569,771
Total current liabilities				4,695,558		6,109,864

NON-CURRENT LIABILITIES:
Total non-current liabilities				—		—

Commitments and contingencies		11

MEZZANINE EQUITY:
1.00% Series A fixed rate cumulative perpetual convertible preferred shares:140,000 shares issued and outstanding as of December 31, 2024, and June 30, 2025, respectively, aggregate liquidation preference of $140,000,000 as of December 31, 2024, and June 30, 2025, respectively		9		122,665,819		124,223,771
Total mezzanine equity				122,665,819		124,223,771

SHAREHOLDERS’ EQUITY:
Common shares, $0.001 par value: 3,900,000,000 shares authorized; 19,093,853 shares issued and outstanding as of December 31, 2024, and June 30, 2025, respectively		8,12		19,094		19,094
Preferred shares, $0.001 par value: 100,000,000 shares authorized; Series B preferred shares: 40,000 shares issued and outstanding as of December 31, 2024, and June 30, 2025, respectively		8		40		40
Additional paid-in capital				58,605,224		54,735,464
Retained Earnings				140,421,449		141,171,688
Total shareholders’ equity				199,045,807		195,926,286
Total liabilities, mezzanine equity and shareholders’ equity			$	326,407,184	$	326,259,921

			Six months ended June 30,			Six months ended June 30,
	Note		2024			2025
REVENUES:
Time charter revenues		14	$	6,516,885		$	7,528,174
Voyage charter revenues		14		1,310,662			—
Pool revenues		14		4,019,697			2,068,779
Total vessel revenues				11,847,244			9,596,953

EXPENSES:
Voyage expenses (including $148,123 and $289,644 to related party for the six months ended June 30, 2024 and 2025, respectively)		4,15		(1,076,661	)		(626,994	)
Vessel operating expenses		15		(4,556,408	)		(4,548,328	)
Management fees to related parties		4		(945,490	)		(919,989	)
Provision for doubtful accounts		2		(25,369	)		—
Depreciation and amortization		5,6		(2,319,326	)		(2,306,700	)
General and administrative expenses (including $1,599,000 and $1,648,570 to related party for the six months ended June 30, 2024 and 2025, respectively)		4,12		(4,698,176	)		(3,955,945	)
Total expenses			$	(13,621,430	)	$	(12,357,956	)

Operating loss			$	(1,774,186	)	$	(2,761,003	)

OTHER (EXPENSES)/INCOME:
Interest and finance costs				(202,251	)		(79,144	)
Interest income				4,288,184			1,296,262
Interest income from related party		4		—			1,771,836
Dividend income from related party		4,16		1,263,889			2,620,833
Foreign exchange (losses)/gains				(3,404	)		35,744
Dividend income on equity securities		7		4,136			4,623
(Loss)/ Gain on equity securities		7		(13,837	)		22,163
Total other income, net			$	5,336,717		$	5,672,317

Net income and comprehensive income from continuing operations, before taxes			$	3,562,531		$	2,911,314
Income taxes				(22,497	)		—
Net income and comprehensive income from continuing operations, net of taxes			$	3,540,034		$	2,911,314
Net income and comprehensive income from discontinued operations, net of taxes		3	$	19,714,094		$	100,766
Net income and comprehensive income			$	23,254,128		$	3,012,080
Dividend on Series A Preferred Shares		4,13		(707,778	)		(703,889	)
Deemed dividend on Series A Preferred Shares		9,13		(1,509,700	)		(1,557,952	)
Net income attributable to common shareholders			$	21,036,650		$	750,239
(Loss)/earnings per common share, basic, continuing operations		13		(0.012	)		0.034
(Loss)/earnings per common share, diluted, continuing operations		13		(0.012	)		0.033
Earnings per common share, basic, discontinued operations		13		1.132			0.006
Earnings per common share, diluted, discontinued operations		13		1.132			0.001
Earnings per common share, basic, total		13		1.120			0.040
Earnings per common share, diluted, total		13		1.120			0.034
Weighted average number of common shares, basic		13		17,416,746			17,698,383
Weighted average number of common shares, diluted		13		17,416,746			88,983,383

														Treasury stock												Mezzanine equity
	# of Series B Preferred Shares		Par Value of Preferred Series B shares		# of Common shares			Par Value of Common Shares			Additional Paid-in capital			# of shares			Amount			(Accumulated deficit)/ Retained Earnings			Total Shareholders’ Equity			# of Series A Preferred Shares		Mezzanine Equity
Balance, December 31, 2023		40,000		40		19,021,758			19,022			57,244,290			(43,349	)		(223,840	)		119,701,687			176,741,199			140,000		119,601,410
Net income and comprehensive income		—		—		—			—			—			—			—			23,254,128			23,254,128			—		—
Issuance of restricted stock and compensation cost (Note 12)		—		—		760,000			760			2,616,759			—			—			—			2,617,519			—		—
Repurchase of common shares (Note 8)		—		—		(687,905	)		(688	)		(3,951,160	)		43,349			223,840			—			(3,728,008	)		—		—
Dividend on Series A preferred shares (Note 9)		—		—		—			—			—			—			—			(707,778	)		(707,778	)		—		—
Deemed dividend on Series A preferred shares (Note 9)		—		—		—			—			—			—			—			(1,509,700	)		(1,509,700	)		—		1,509,700
Balance, June 30, 2024		40,000		40		19,093,853			19,094			55,909,889			—			—			140,738,337			196,667,360			140,000		121,111,110

Balance, December 31, 2024		40,000		40		19,093,853			19,094			58,605,224			—			—			140,421,449			199,045,807			140,000		122,665,819
Net income and comprehensive income		—		—		—			—			—			—			—			3,012,080			3,012,080			—		—
Issuance of restricted stock and compensation cost (Note 12)		—		—		—			—			1,769,877			—			—			—			1,769,877			—		—
Distribution of net assets of Robin Energy Ltd. to shareholders (Note 1)		—		—		—			—			(5,639,637	)		—			—			—			(5,639,637	)		—		—
Dividend on Series A preferred shares (Note 9)		—		—		—			—			—			—			—			(703,889	)		(703,889	)		—		—
Deemed dividend on Series A preferred shares (Note 9)		—		—		—			—			—			—			—			(1,557,952	)		(1,557,952	)		—		1,557,952
Balance, June 30, 2025		40,000		40		19,093,853			19,094			54,735,464			—			—			141,171,688			195,926,286			140,000		124,223,771

	April 14, 2025
Cash and cash equivalents	$	186
Accounts receivable trade, net		1,073,346
Due from related parties, current		12,463,643
Inventories		75,932
Prepaid expenses and other assets, current		66,305
Vessels, net		6,713,140
Due from related parties, non-current		388,542
Prepaid expenses and other assets, non-current		357,769
Deferred charges, net		823,411
Accounts payable		(241,481	)
Accrued liabilities		(495,426	)
Net assets of Robin		21,225,367
Plus Capital contribution as part of Robin Spin-Off		10,356,450
Less Investment in Preferred Shares of Robin issued as part of Robin Spin-Off (refer Note 4(d))		(25,942,180	)
Distribution of net assets of Robin to shareholders	$	5,639,637

1	Elektra Shipping Co. (“Elektra”)⁽³⁾
2	Rocket Shipping Co. (“Rocket”) ⁽⁴⁾
3	Drax Shipping Co. (“Drax”)⁽⁵⁾
4	Colossus Shipping Co. (“Colossus”) ⁽⁶⁾
5	Hawkeye Shipping Co. (“Hawkeye”)⁽⁷⁾
6	Starlord Shipping Co. (“Starlord”)⁽⁸⁾
7	Gamora Shipping Co. (“Gamora”)⁽⁹⁾

Company		Country of incorporation	Date of incorporation	Vessel Name	DWT	Year Built	Delivery date to Vessel owning company
1	Robin Energy Ltd. (“Robin”)⁽¹⁰⁾	Marshall Islands	—	—	—	—	—
2	Vision Shipping Co. (“Vision”)	Marshall Islands	04/27/2021	M/T Wonder Mimosa	36,718	2006	May 31, 2021
3	Xavier Shipping Co. (“Xavier”)⁽¹¹⁾	Marshall Islands	04/27/2021	—	—	—	—

	Valuation Technique	Unobservable Input	Range (Weighted average)
“Straight” Preferred stock component	Discounted Cash Flow model	• Weighted average cost of Capital	11.88%
Embedded Option Component	Black Scholes	• Volatility	107.92%
		• Risk free rate	4.02%
		• Weighted average cost of Capital	11.88%
		• Strike price	$10.546
		• Share price (April 14, 2025)	$5.80
Incremental value at variable conversion price	Probability adjusted method	• 5-day VWAP and discount to conversion day closing price (5^th day)	$4.50 (10% discount)
			$4.00 (20% discount)
		• Probability ascribed for 10% lower 5-day VWAP	75%
		• Probability ascribed for 20% lower 5-day VWAP	25%
		• Assumed share price	$5.00

	Dry-docking costs
Balance December 31, 2024	$	1,081,481
Additions		1,826,949
Spin-off of Handysize tanker vessel (Note 1)		(823,410	)
Amortization		(297,344	)
Balance June 30, 2025	$	1,787,676

	Vessel Cost			Accumulated depreciation			Net Book Value
Balance December 31, 2024	$	80,411,456		$	(7,643,663	)	$	72,767,793
Improvements, and other vessel costs		17,470			—			17,470
Spin-off of Handysize tanker vessel (Note 1)		(8,912,837	)		2,199,697			(6,713,140	)
Depreciation		—			(2,009,356	)		(2,009,356	)
Balance June 30, 2025	$	71,516,089		$	(7,453,322	)	$	64,062,767

	Advances for vessel acquisition
Balance December 31, 2024	$	—
Advances for vessel acquisition		5,442,500
Balance June 30, 2025		5,442,500

	December 31, 2024		June 30, 2025
Investment in equity securities with readily determinable fair values (a)	$	226,566	$	278,019
Investment in equity securities without readily determinable fair values (b)	$	4,647,853	$	4,647,853

	Equity securities with readily determinable fair values
Balance December 31, 2024	$	226,566
Unrealized gain on equity securities revalued at fair value at end of the period		22,163
Unrealized foreign exchange gain		29,290
Balance June 30, 2025	$	278,019

Twelve-month period ending June 30,	Amount
2026	$	10,915,194
Total	$	10,915,194

	Number of restricted shares			Weighted average grant date fair value per non-vested share
Non-vested, December 31, 2024		1,440,000			5.14
Vested		(260,000	)		4.52
Non-vested, June 30, 2025		1,180,000			5.27

	Six months ended June 30,		Six months ended June 30,
Voyage expenses	2024		2025
Brokerage commissions		156,644		149,275
Brokerage commissions - related party		148,123		289,644
Port & other expenses		180,970		162,305
Bunkers consumption		589,412		25,770
Loss on bunkers		1,512		—
Total Voyage expenses	$	1,076,661	$	626,994

	Six months ended June 30, 2024									Six months ended June 30, 2025
	MR (Handysize/MR2) tanker segment			LPG carrier segment			Total			MR (Handysize/MR2) tanker segment			LPG carrier segment			Total
Time charter revenues	$	—		$	6,516,885		$	6,516,885		$	—		$	7,528,174		$	7,528,174
Voyage charter revenues		—			1,310,662			1,310,662			—			—			—
Pool revenues		4,019,697			—			4,019,697			2,068,779			—			2,068,779
Total vessel revenues	$	4,019,697		$	7,827,547		$	11,847,244		$	2,068,779		$	7,528,174		$	9,596,953
Voyage expenses (including charges from related parties)		(156,626	)		(920,035	)		(1,076,661	)		(266,641	)		(360,353	)		(626,994	)
Vessel operating expenses		(1,135,874	)		(3,420,534	)		(4,556,408	)		(696,733	)		(3,851,595	)		(4,548,328	)
Management fees to related parties		(189,098	)		(756,392	)		(945,490	)		(144,585	)		(775,404	)		(919,989	)
Provision for doubtful accounts		—			(25,369	)		(25,369	)		—			—			—
Depreciation and amortization		(463,714	)		(1,855,612	)		(2,319,326	)		(415,178	)		(1,891,522	)		(2,306,700	)
Segments operating income/(loss)	$	2,074,385		$	849,605		$	2,923,990		$	545,642		$	649,300		$	1,194,942
Interest and finance costs								(202,251	)								(79,144	)
Interest income								4,288,184									1,296,262
Interest income from related party								—									1,771,836
Dividend income from related party								1,263,889									2,620,833
Foreign exchange (losses)/gains								(3,404	)								35,744
Dividend income on equity securities								4,136									4,623
(Loss)/Gain on equity securities								(13,837	)								22,163
Less: Unallocated corporate general and administrative expenses (including related parties)								(4,698,176	)								(3,955,945	)
Net income and comprehensive income from continuing operations, before taxes							$	3,562,531								$	2,911,314
Net income and comprehensive income from discontinued operations, before taxes							$	19,714,095								$	100,768
Net income and comprehensive income, before taxes							$	23,276,626								$	3,012,082

	As of December 31, 2024		As of June 30, 2025
MR (Handysize/MR2) tanker segment		9,666,777		5,408,661
LPG carrier segment		72,241,241		71,646,584
Cash and cash equivalents⁽¹⁾		37,191,906		114,665,412
Prepaid expenses and other assets⁽¹⁾		206,812,257		134,089,457
Total assets from continuing operations	$	325,912,181	$	325,810,114
Total assets from discontinued operations	$	495,003	$	449,807
Total consolidated assets	$	326,407,184	$	326,259,921

	Six months ended June 30, 2024			Six months ended June 30, 2025			Change – amount
Total vessel revenues	$	11,847,244		$	9,596,953		$	(2,250,291	)
Expenses:
Voyage expenses (including commissions to related party)		(1,076,661	)		(626,994	)		449,667
Vessel operating expenses		(4,556,408	)		(4,548,328	)		8,080
Management fees to related parties		(945,490	)		(919,989	)		25,501
Depreciation and amortization		(2,319,326	)		(2,306,700	)		12,626
General and administrative expenses (including costs from related parties)		(4,698,176	)		(3,955,945	)		742,231
Provision for doubtful accounts		(25,369	)		—			25,369
Operating loss	$	(1,774,186	)	$	(2,761,003	)		(986,817	)
Interest and finance costs, net⁽¹⁾		4,085,933			2,988,954			(1,096,979	)
Foreign exchange (losses)/gains		(3,404	)		35,744			39,148
Dividend income from related party		1,263,889			2,620,833			1,356,944
Dividend income on equity securities		4,136			4,623			487
(Loss)/Gain on equity securities		(13,837	)		22,163			36,000
Income taxes		(22,497	)		—			22,497
Net income and comprehensive income from continuing operations, net of taxes	$	3,540,034		$	2,911,314		$	(628,720	)
Net income and comprehensive income from discontinued operations, net of taxes	$	19,714,094		$	100,766		$	(19,613,328	)
Net income and comprehensive Income	$	23,254,128		$	3,012,080		$	(20,242,048	)

	For the six months ended			For the six months ended
	June 30, 2024			June 30, 2025
Net cash provided by / (used in) operating activities from continuing operations	$	10,349,883		$	(6,487,669	)
Net cash (used in) / provided by investing activities from continuing operations	$	(3,037,469	)	$	94,921,704
Net cash used in financing activities from continuing operations	$	(4,428,008	)	$	(11,056,450	)
Net cash provided by operating activities from discontinued operations	$	3,490,003		$	94,908
Net cash provided by investing activities from discontinued operations	$	32,488,070		$	—
Net cash used in financing activities from discontinued operations	$	(5,257,200	)	$	—
Cash, cash equivalents and restricted cash at beginning of period	$	155,585,401		$	37,197,848
Cash, cash equivalents and restricted cash at end of period	$	189,190,680		$	114,670,341

ARTICLE I Definitions	1

SECTION 1.01. Definitions.	1

ARTICLE II Purchase and Sale of the Purchased Shares	3

SECTION 2.01. Purchase and Sale.	3
SECTION 2.02. Closing.	4
SECTION 2.03. Termination.	4

ARTICLE III Representations and Warranties of the Company	4

SECTION 3.01. Purchased Shares.	5
SECTION 3.02. Organization.	5
SECTION 3.03. Good Standing.	5
SECTION 3.04. Due Authorization.	5
SECTION 3.05. No Conflicts.	5
SECTION 3.06. No Consents Required.	6
SECTION 3.07. Anti Take-over Statutes; Anti-Takeover Laws.	6

ARTICLE IV Representations and Warranties of the Investor	6

SECTION 4.01. Organization.	7
SECTION 4.02. Due Authorization.	7
SECTION 4.03. No Conflicts.	7
SECTION 4.04. No Consents Required.	7
SECTION 4.05. Financial Capability.	8
SECTION 4.06. Purchaser Status.	8
SECTION 4.07. No Reliance.	8
SECTION 4.08. Private Placement Consideration.	8
SECTION 4.09. Compliance.	9

ARTICLE V Additional Agreements	9

SECTION 5.01. Confidentiality.	9
SECTION 5.02. Expenses.	9
SECTION 5.03. Use of Proceeds.	9
SECTION 5.04. Transfer Restrictions.	9
SECTION 5.05. Removal of Legends; Transfer.	10

ARTICLE VI Conditions to Closing	11

SECTION 6.01. Conditions to the Obligations of the Company.	11
SECTION 6.02. Conditions to the Obligations of the Investor.	11

ARTICLE VII Registration and Conversion Rights	12

SECTION 7.01. Registration Rights.	12
SECTION 7.02. Conversion Rights.	12

ARTICLE VIII Miscellaneous	12

SECTION 8.01. No Other Representations or Warranties.	12
SECTION 8.02. Notices.	12
SECTION 8.03. Amendments; Waivers.	13
SECTION 8.04. Interpretation.	14
SECTION 8.05. Further Assurances.	14
SECTION 8.06. Assignment.	15
SECTION 8.07. Survival.	15
SECTION 8.08. Construction.	15
SECTION 8.09. Governing Law.	15
SECTION 8.10. Waiver of Jury Trial.	15
SECTION 8.11. Consent to Jurisdiction; Enforcement.	16
SECTION 8.12. Entire Agreement; No Third-Party Beneficiaries.	16
SECTION 8.13. Severability.	16
SECTION 8.14. Counterparts.	16

Term	Section
Aggregate Purchase Price	2.01
Agreement	Preamble
Closing	2.02(a)
Closing Date	2.02(a)
Company	Preamble
Company Material Adverse Effect	3.03
Investor Purchase	2.01
Investor’s Shares	5.05(a)
Series E Preferred Shares	Preamble
Subsidiaries	3.03

	CASTOR MARITIME INC.

	By:
		/s/ Dionysios Makris
		Name: Dionysios Makris
		Title: Director

	TORO CORP.

	By:
		/s/ Petros Zavakopoulos
		Name: Petros Zavakopoulos
		Title: Director

REGISTRATION:		Subject to the Investor timely providing the Company with all information and documents reasonably requested by the Company in connection with such filings, the Company will file, as promptly as reasonably practicable, and in any event no later than 60 calendar days after a request by the Investor, one or more registration statements to register Registrable Securities then held by the Investor (including a plan and method of distribution as reasonably determined by the Company and the Investor). Each such registration statement may also register sales of securities for the account of the Company or other holders. The Company will use its reasonable best efforts to have each such registration statement declared effective as soon as possible after such filing. The Company shall only be required to effect such a demand registration if the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such demand registration are at least $5,000,000 and the Company shall not be required to effect a demand registration for an amount of expected aggregate gross proceeds of more than $25,000,000 in any consecutive calendar 12-month period. Subject to any Blackout Period, the Company will use its reasonable best efforts to keep such registration statement continuously effective until the distribution contemplated in such registration statement has been completed.

BLACKOUT PERIODS:		In the event that the Company determines in good faith that the registration or sale of Registrable Securities would reasonably be expected to materially adversely affect or materially interfere with any material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the Company shall be entitled to postpone the filing or the effectiveness of a registration statement, or suspend the availability of a registration statement and the prospectus contained therein for sales thereunder, for a period of up to 90 days. A Blackout Period may not occur more than 3 times in any period of 12 consecutive months or last, together with any other Blackout Period, in the aggregate, more than 90 days in any period of 12 consecutive months.

EXPENSES:		All fees and expenses (other than Selling Expenses) incident to the Company’s performance of its obligations hereunder (including all registration and filing fees) shall be borne solely by the Company. The Investor shall pay all Selling Expenses.

TERM:		The rights and obligations of the Company and the Investor pursuant to Section 7.01 (Registration Rights) shall commence on and from the date hereof and shall terminate on (i) the date occurring after the seventh anniversary of the date hereof or (ii) if earlier, the date on which the Investor owns no Registrable Securities.