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6-K

Toro Corp. (TORO)

6-K 2025-10-01 For: 2025-06-30
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Added on April 08, 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 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

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.

Form 20-F  ☒ Form 40-F  ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this report on Form 6-K as Exhibits 99.1, 99.2 and 99.3 are the unaudited consolidated interim financial statements and related management’s discussion and analysis of financial condition and results of operations of Toro Corp. (“Toro” or “the Company”) for the six months ended June 30, 2025.

Purchase of Series E Preferred Shares of Castor

On September 29, 2025, Toro entered into a share purchase agreement (the “Purchase Agreement”) with Castor Maritime Inc. (“Castor”), pursuant to which, subject to the terms and conditions set forth therein, Toro has agreed to purchase, and Castor has agreed to issue and sell, for an aggregate consideration of $60,000,000 in cash, 60,000 of Castor's 8.75% Series E cumulative perpetual convertible preferred shares, par value $0.001 per share, with a cumulative preferred distribution accruing initially at a rate of 8.75% per annum on the stated amount of $1,000 per share (the “Series E Preferred Shares”). The 60,000 Series E Preferred Shares will be issued in a private placement pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Immediately following completion of the transaction, Toro will beneficially own all 60,000 outstanding Series E Preferred Shares.

The Purchase Agreement contains customary representations, warranties, and covenants of each party. Pursuant to the Purchase Agreement, Toro may not dispose of any of the Series E Preferred Shares for a period of 180 days after the closing date of the transaction. Castor has granted Toro certain registration rights with respect to the common shares issuable upon conversion of the Series E Preferred Shares. Closing will occur on the date of the Purchase Agreement or at such other mutually agreed date. A copy of the Purchase Agreement is attached to this report on Form 6-K as Exhibit 99.3.

Castor is a public company listed on the Nasdaq Capital Market. Castor's Chairman, Chief Executive Officer, Chief Financial Officer and controlling shareholder, is also the Company's Chairman, Chief Executive Officer and controlling shareholder. The foregoing transaction and its terms were approved by the board of directors of each of Castor and Toro, at the recommendation of their respective independent committees, which negotiated the transactions and their terms. The Toro special committee was advised by an independent financial advisor in its negotiation and recommendation of the above-mentioned transactions.

The summary of the Purchase Agreement contained herein do not purport to be complete and is subject to, and qualified in its entirety by reference to, the Purchase Agreement, which is filed as an exhibit hereto.

The information contained in this report on Form 6-K and Exhibits 99.1 and 99.2 attached hereto are hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-275477 and 333-275478) and Form S-8 (File No. 333-274652).

Exhibit Index

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<br> 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

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.

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

Exhibit 99.1

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Page
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2024, and June 30, 2025 F-2
Unaudited Interim Condensed Consolidated<br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br> 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,<br> 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

F-1

TORO CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2024 and June 30, 2025

(Expressed in U.S. Dollars – except for share data)

​ December 31, June 30,
ASSETS 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<br> convertible preferred shares:140,000 shares issued and outstanding as of December 31, 2024, and June 30, 2025,<br> respectively, aggregate liquidation preference of 140,000,000 as of  December 31, 2024, and June 30, 2025,<br> 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<br> 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<br> 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

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-2

TORO CORP.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the six months ended June 30, 2024 and 2025

(Expressed in U.S. Dollars – except for share data)

​ Six months ended<br><br> <br>June 30, Six months ended<br><br> <br>June 30,
​ 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<br> 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

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-3

TORO CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND MEZZANINE EQUITY

For the six months ended June 30, 2024 and 2025

(Expressed in U.S. Dollars – except for share data)

Treasury stock Mezzanine equity
# of<br><br> <br>Series B<br><br> <br>Preferred<br><br> <br>Shares Par<br><br> <br>Value of<br><br> <br>Preferred<br><br> <br>Series B shares # of<br><br> <br>Common<br><br> <br>shares Par<br><br> <br>Value of<br><br> <br>Common<br><br> <br>Shares Additional<br><br> <br>Paid-in<br><br> <br>capital # of<br><br> <br>shares Amount (Accumulated<br><br> <br>deficit)/<br><br> <br>Retained<br><br> <br>Earnings Total<br><br> <br>Shareholders’<br><br> <br>Equity # of<br><br> Series A<br><br> <br>Preferred<br><br> <br>Shares Mezzanine<br><br> <br>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<br><br><br><br><br><br><br> 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

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-4

TORO CORP.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended June 30, 2024 and 2025

(Expressed in U.S. Dollars)

Six months ended<br><br> <br>June 30, Six months ended<br><br> <br>June 30,
​ Note 2024 2025
Cash Flows (used in)/provided by Operating Activities of Continuing Operations:
Net income $ 23,254,128 $ 3,012,080
Less: Net income from discontinued operations, net of taxes (19,714,094 ) (100,766 )
Net income from continuing operations, net of taxes $ 3,540,034 $ 2,911,314
Adjustments to reconcile net income from Continuing operations to net cash<br> provided by operating activities:
Depreciation and amortization 5,6 2,319,326 2,306,700
Provision for doubtful accounts 25,369 —
Stock based compensation cost 4,12 2,617,519 1,769,877
Straight line amortization of hire — (64,412 )
Unrealized loss/(gain) on equity securities 7 20,144 (51,453 )
Realized loss on sale of equity securities 7 770 —
Changes in operating assets and liabilities:
Accounts receivable trade, net 776,255 (657,046 )
Inventories (41,108 ) (2,544 )
Due from/to related parties 76,798 (12,095,124 )
Prepaid expenses and other assets 699,902 (957,872 )
Accounts payable (269,899 ) 933,457
Accrued liabilities 223,883 501,999
Deferred revenue 549,643 26,000
Dry-dock costs paid (188,753 ) (1,108,565 )
Net Cash provided by/(used in) Operating Activities from Continuing Operations 10,349,883 (6,487,669 )
​
Cash flow (used in)/provided by Investing Activities of Continuing Operations:
Vessel acquisitions and other vessel improvements 6 (32,610 ) —
Advances for vessel acquisition — (5,442,500 )
Proceeds from repayment of loan to related party 4 — 100,364,204
Purchase of equity securities 7 (3,073,093 ) —
Proceeds from sale of equity securities 7 68,234 —
Net cash (used in)/provided by Investing Activities from Continuing Operations (3,037,469 ) 94,921,704
​
Cash flows (used in)/provided by Financing Activities of Continuing Operations:
Payment of Dividend on Series A Preferred Shares 9 (700,000 ) (700,000 )
Payment for repurchase of common shares 8 (3,728,008 ) —
Cash contribution related to Spin-Off 1 — (10,356,450 )
Net cash used in Financing Activities from continuing operations (4,428,008 ) (11,056,450 )
​
Cash flows of discontinued operations:
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 ) —
Net cash provided by discontinued operations 30,720,873 94,908
Net increase in cash, cash equivalents, and restricted cash 33,605,279 77,472,493
Cash, cash equivalents and restricted cash at the beginning of the period 155,585,401 37,197,848
Cash, cash equivalents and restricted cash at the end of the period $ 189,190,680 $ 114,670,341
​
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents $ 189,190,680 $ 114,670,341
Restricted cash — —
Cash, cash equivalents, and restricted cash $ 189,190,680 $ 114,670,341

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-5

TORO CORP.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

1. Basis of Presentation and General information:

Toro Corp. (“Toro”) was formed on July 29, 2022 as a wholly owned subsidiary of Castor Maritime Inc. (“Castor”, or the “Former Parent Company”) under the laws of the Republic of the Marshall Islands under the name Tankco Shipping Inc. and changed its name to Toro Corp. on September 29, 2022. On March 7, 2023 (the “Distribution Date”), Castor completed the Spin-Off (as defined herein) of Toro based on the terms approved by the independent disinterested directors of Castor following the recommendation of its special committee of independent disinterested directors. In the Spin-Off, Castor separated its tanker fleet from its dry bulk and container fleet by, among other actions, contributing to Toro its interest in the subsidiaries comprising its tanker fleet, each owning one tanker vessel and Elektra Shipping Co. (the “Toro Subsidiaries”) in exchange for (i) 9,461,009 common shares of Toro, (ii) the issuance to Castor of 140,000 1.00% Series A fixed rate cumulative perpetual convertible preferred shares of Toro (the “Series A Preferred Shares”) having a stated amount of $1,000 per share and a par value of $0.001 per share and (iii) the issuance at par to Pelagos Holdings Corp, a company controlled by the Toro’s Chairman and Chief Executive Officer, of 40,000 Series B preferred shares of Toro, par value $0.001 per share (the “Series B Preferred Shares”). Toro’s common shares were distributed on March 7, 2023 pro rata to the shareholders of record of Castor as of February 22, 2023 at a ratio of one Toro common share for every ten Castor common shares. The foregoing transactions are referred to collectively herein as the “Spin-Off”. Toro began trading on the Nasdaq Capital Market (the “Nasdaq”), under the symbol “TORO”.

In addition, Toro entered into various agreements effecting the separation of its business from Castor including a Contribution and Spin-Off Distribution Agreement entered into by Toro and Castor on February 24, 2023 (the “Contribution and Spin-Off Distribution Agreement”), pursuant to which, among other things, (i) Castor agreed to indemnify Toro and the Toro Subsidiaries for any and all obligations and other liabilities arising from or relating to the operation, management or employment of vessels or subsidiaries that Castor retained after the Distribution Date and Toro agreed to indemnify Castor for any and all obligations and other liabilities arising from or relating to the operation, management or employment of the vessels contributed to it or the Toro Subsidiaries, and (ii) Toro agreed to replace Castor as guarantor under the $18.0 million senior secured credit facility with Alpha Bank S.A. (the “$18.0 Million Term Loan Facility”) upon completion of the Spin-Off. The Contribution and Spin-Off Distribution Agreement also provided for the settlement or extinguishment of certain liabilities and other obligations between Castor and Toro and provides Castor with certain registration rights relating to Toro’s common shares, if any, issued upon conversion of the Series A Preferred Shares issued to Castor in connection with the Spin-Off. Following the successful completion of the Spin Off on March 7, 2023, Toro reimbursed Castor for expenses related to the Spin-Off that were incurred by Castor, except for any of these expenses that were incurred or paid by any of Toro’s subsidiaries, after March 7, 2023.

The Spin-off has been accounted for as a transfer of business among entities under common control. Accordingly, these accompanying consolidated financial statements of the Company have been presented as if the Toro Subsidiaries were consolidated subsidiaries of the Company for all periods presented and using the historical carrying costs of the assets and the liabilities of the subsidiaries listed below, from their dates of incorporation. As a result, the accompanying consolidated financial statements include the accounts of Toro and its wholly owned subsidiaries (collectively, the “Company”).

On April 14, 2025 (the “Robin Distribution Date”), the Company contributed (a) the subsidiaries constituting the Company’s Handysize tanker segment and (b) $10.4 million in cash to the Company’s wholly owned subsidiary, Robin Energy Ltd. (“Robin”) as a capital contribution, in exchange for (i) the issuance by Robin to Toro of all 2,386,732 of Robin’s issued and outstanding common shares, and 2,000,000 1.00% Series A fixed rate cumulative perpetual convertible preferred shares of Robin, having a stated amount of $25 and a par value of $0.001 per share and (ii) the issuance of 40,000 Series B preferred shares of Robin, par value $0.001 per share, to Pelagos Holdings Corp, a company controlled by the Company’s Chairman and Chief Executive Officer. On the same day, the Company distributed all issued and outstanding shares of Robin to its common shareholders of record as of April 7, 2025, at a ratio of one Robin common share for every eight Company common shares (such transactions collectively, the “Robin Spin-Off”).

F-6

TORO CORP.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

1. Basis of Presentation and General information: (continued)

Robin’s shares commenced trading on the same date on the Nasdaq Capital Market under the symbol “RBNE”. As part of the Robin Spin-Off, Robin entered into various other agreements effecting the separation of Robin’s business from the Company, including a master management agreement with Castor Ships dated April 14, 2025, with respect to its vessels in substantially the same form as the Company’s Master Management Agreement for its vessels and a Contribution and Spin-Off Distribution Agreement dated April 14, 2025 (the “Robin Contribution and Spin-Off Distribution Agreement”), pursuant to which, among other things, the Company agreed to indemnify Robin and its vessel-owning subsidiaries for any and all obligations and other liabilities arising from or relating to the operation, management or employment of vessels or subsidiaries the Company retains after the Robin Distribution Date and Robin agreed to indemnify the Company for any and all obligations and other liabilities arising from or relating to the operation, management or employment of the vessels contributed to it or its vessel-owning subsidiaries. The Robin Contribution and Spin-Off Distribution Agreement also provided for the settlement or extinguishment of certain liabilities and other obligations between the Company and Robin and provides the Company with certain registration rights relating to Robin’s common shares, if any, issued upon conversion of the Robin Series A Preferred Shares issued to the Company in connection with the Robin Spin-Off.

The assets and liabilities of Robin on April 14, 2025, were as follows:

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

F-7

TORO CORP.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

1. Basis of Presentation and General information: (continued)

The Company is currently engaged in the worldwide transportation of refined petroleum products and liquefied petroleum gas through its vessel-owning subsidiaries.

As a result of the sale of the M/T Wonder Sirius on January 8, 2024, the Company no longer has any Aframax/LR2 vessels. The

        results of operations and cash flows of the Aframax/LR2 tanker segment, as well as its assets and liabilities, are reported as discontinued operations for all periods presented \(Note 3\).

Castor Ships S.A., a corporation incorporated under the laws of the Republic of the Marshall Islands (“Castor Ships”), a related party controlled by Toro’s Chairman and Chief Executive Officer, Petros Panagiotidis, provides ship management and chartering services to the vessels owned by the Company’s vessel-owning subsidiaries with effect from July 1, 2022. Such services are provided through subcontracting agreements with unrelated third-party managers, entered into with the Company’s consent, for all of the Company’s vessels. During the period ended December 31, 2021 and until June 30, 2022, Castor Ships provided only commercial ship management and chartering services to such subsidiaries. As a part of the Spin-Off, the Company entered into a master management agreement with Castor Ships with respect to its vessels in substantially the same form as Castor’s Master Management Agreement previously in place for its vessels. The vessel management agreements with Castor Ships previously entered into for each of the vessels by the applicable vessel-owning subsidiary remain in effect for each such vessel. Upon the acquisition of the LPG carrier vessels in the second and third quarters of 2023, the relevant vessel owning subsidiaries entered into management agreements with Castor Ships on substantially the same terms as the existing vessel-owning subsidiaries.

The wholly owned subsidiaries which are included in the Company’s unaudited interim consolidated condensed financial statements for the periods presented are listed below.

(a) Consolidated vessel owning subsidiaries:
Company Country of<br><br> <br>incorporation Date of<br><br> <br>incorporation Vessel Name DWT Year<br><br> <br>Built Delivery date to<br><br> <br>Vessel owning company
--- --- --- --- --- --- --- ---
1 Zatanna Shipping Co. (“Zatanna”) Marshall Islands 05/02/2023 LPG Dream Terrax 4,743 2020 May 26, 2023
2 Starfire Shipping Co. (“Starfire”) Marshall Islands 05/02/2023 LPG Dream Arrax 4,753 2015 June 14, 2023
3 Cyborg Shipping Co. (“Cyborg”) Marshall Islands 05/02/2023 LPG Dream Syrax 5,158 2015 July 18, 2023
4 Nightwing Shipping Co. (“Nightwing”) Marshall Islands 05/02/2023 LPG Dream Vermax 5,155 2015 August 4, 2023
5 Quicksilver Shipping Co. (“Quicksilver”) ^(1)^ Marshall Islands 02/10/2022 M/T Wonder Altair 50,303 2021 July 11, 2025
(b) Consolidated non-vessel<br> owning subsidiaries:
--- ---
1 Toro RBX Corp. (“Toro RBX”)^(2)^
--- ---
(c) Entities comprising the<br> discontinued operations:
--- ---
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)^

F-8

TORO CORP.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

1. Basis of Presentation and General information: (continued)
(d) Robin Spin-Off Entities:
--- ---
Company ​ Country of<br><br> <br>incorporation ​ Date of<br><br> <br>incorporation ​ Vessel Name ​ DWT ​ Year<br><br> <br>Built ​ Delivery date to<br><br> <br>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 ​ — ​ — ​ — ​ —
^(1)^ On May 30, 2025, the Company through Quicksilver entered into an agreement to purchase a 2021-built MR (MR2 class) tanker vessel from an unaffiliated third party for a purchase price of $36.25 million. The Company paid an amount of $5.4<br> million, which represents a 15% advance of the purchase price as of June 30, 2025. The vessel M/T Wonder Altair was delivered to the Company on July 11, 2025.
--- ---
^(2)^ Incorporated under the laws of the Marshall Islands on October 3, 2022, this entity serves as the cash manager of the Company’s subsidiaries with effect from March 7, 2023.
--- ---
^(3)^ Incorporated under the laws of the Marshall Islands on April 27, 2021, no longer owns any vessel following the sale of the M/T Wonder Arcturus on May 9,<br> 2022, for a gross sale price of $13.15 million and delivery of such vessel to an unaffiliated third-party on July 15, 2022.
--- ---
^(4)^ Incorporated under the laws of the Marshall Islands on January 13, 2021, no longer<br> owns any vessel following the sale of the M/T Wonder Polaris on May 18, 2023, for a gross sale price of $34.5 million and delivery of such vessel to an<br> unaffiliated third-party on June 26, 2023.
--- ---
^(5)^ Incorporated under the laws of the Marshall Islands on November 22, 2021, no longer<br> owns any vessel following the sale of the M/T Wonder Bellatrix on May 12, 2023, for a gross sale price of $37.0 million and delivery of such vessel to an<br> unaffiliated third-party on June 22, 2023.
--- ---
^(6)^ Incorporated under the laws of the Marshall Islands on April 27, 2021,<br> no longer owns any vessel following the sale of the M/T Wonder Musica on June 15, 2023, for a gross sale price of $28.0 million and delivery of such vessel to an unaffiliated third-party on July 6, 2023.
--- ---
^(7)^ Incorporated under the laws of the Marshall Islands on April 27, 2021,<br> no longer owns any vessel following the sale of the M/T Wonder Avior on April 28, 2023, for a gross sale price of $30.1 million and delivery of such vessel to an unaffiliated third-party on July 17, 2023.
--- ---
^(8)^ Incorporated under the laws of the Marshall Islands on April 15, 2021,<br> no longer owns any vessel following the sale of the M/T Wonder Vega on September 5, 2023, for a gross sale price of $31.5 million and delivery of such vessel to an unaffiliated third-party on December 21, 2023.
--- ---
^(9)^ Incorporated under the laws of the Marshall Islands on January 13, 2021,<br> no longer owns any vessel following the sale of the M/T Wonder Sirius on January 8, 2024, for a gross sale price of $33.8 million and delivery of such vessel to an unaffiliated third-party on January 24, 2024.
--- ---
^(10)^ Incorporated under the laws of the Marshall Islands on September 24, 2024. At the Robin Distribution Date, Robin served as the holding company to which the equity interests of the Handysize tanker subsidiaries were contributed.
--- ---
^(11)^ Xavier no longer owns any vessel following the sale of the M/T Wonder Formosa on September 1, 2023, for a gross sale price of $18.0<br> million and delivery of such vessel to an unaffiliated third-party on November 16, 2023.
--- ---

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These statements and the accompanying notes should be read in conjunction with the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on April 15, 2025 (the “2024 Annual Report”).

The accompanying interim condensed consolidated financial statements are unaudited and include all adjustments (consisting of normal recurring adjustments) that management considers necessary for a fair presentation of its condensed consolidated financial position and results of operations for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year.

F-9

TORO CORP.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

2. Significant Accounting Policies and Recent Accounting Pronouncements:

A discussion of the Company’s significant accounting policies can be found in the consolidated financial statements for the year ended December 31, 2024, included in the Company’s 2024 Annual Report. There have been no material changes to the Company’s significant accounting policies in the six-month period ended June 30, 2025.

Recent Accounting Pronouncements:

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses. The amendments are effective for annual reporting periods beginning after December 15, 2025, including interim periods within those annual periods. Early adoption is permitted. The Company is in the process of assessing the impact of ASU 2025-05 on its unaudited condensed consolidated financial statements.

3. Discontinued operations:

Following the sale of the M/T Wonder Sirius (Note

    1\), the Company no longer has any Aframax/LR2 vessels. The Company has determined that the disposal of all of its Aframax/LR2 vessels constituted a disposal of an entity’s segment that will have a major effect on the Company’s operations and
    financial results. In this respect, the results of operations and cash flows of the Aframax/LR2 segment, as well as its assets and liabilities, are reported as discontinued operations for all periods presented in the accompanying unaudited interim
    condensed consolidated financial statements. The comparative figures in these consolidated financial statements have been adjusted on the basis of presenting separately the discontinued operations’ figures.

The components of assets and liabilities of discontinued operations in the unaudited condensed consolidated balance sheet at December 31, 2024 and June 30, 2025 consisted of the following:

December 31, June 30,
2024 2025
CURRENT ASSETS:
Cash and cash equivalents $ 4,836 $ 3,770
Due from related parties, current 467,701 444,684
Prepaid expenses and other assets 22,466 1,353
Total current assets of discontinued operations 495,003 449,807
​
NON-CURRENT ASSETS:
Total non-current assets of discontinued operations — —
​
CURRENT LIABILITIES:
Accounts payable 65,117 687
Accrued liabilities 1,554,646 1,569,084
Total current liabilities of discontinued operations 1,619,763 1,569,771
​
NON-CURRENT LIABILITIES:
Total non-current liabilities of discontinued operations — —

F-10

TORO CORP.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

3. Discontinued operations: (continued)

The components of the income from discontinued operations for the six months ended June 30, 2024 and 2025 in the unaudited interim condensed consolidated statements of comprehensive income consisted of the following:

Six Months Ended<br><br> <br>June 30,
2025
REVENUES:
Time charter revenues 1,355 —
Pool revenues 629,825 —
Total vessel revenues 631,180 —
EXPENSES:
Voyage expenses (including 8,007 and 0 to related party for the six months ended June 30, 2024 and 2025, respectively) (23,741 ) 117,732
Vessel operating expenses (352,940 ) (12,241 )
Management fees to related parties (24,936 ) —
Depreciation and amortization (35,305 ) —
Gain on sale of vessel 19,559,432 —
Total expenses 19,122,510 105,491
Operating income 19,753,690 105,491
OTHER INCOME/(EXPENSES):
Interest and finance costs (80,853 ) (4,747 )
Interest income 40,134 —
Foreign exchange gains 1,123 22
Total other expenses, net (39,596 ) (4,725 )
Net income and comprehensive income from discontinued operations, before and net of taxes 19,714,094 $ 100,766

All values are in US Dollars.

4. Transactions with Related Parties:
(a) Castor Ships:
--- ---

Details of the Company’s transactions and arrangements with Castor Ships are discussed in Note 3(a) to the consolidated financial statements for the year ended December 31, 2024, included in the Company’s 2024 Annual Report.

As of June 30, 2025, in accordance with the provisions of the Master Management Agreement, effective April 26, 2023, by and among the Company, its

              shipowning subsidiaries and Castor Ships, Castor Ships had subcontracted to a third-party ship management company the technical management of all the Company’s vessels, except the M/T Wonder Mimosa and
                LPG Dream Syrax, for which Castor Ships has provided the technical management since June 7, 2023 until April 14, 2025 and November 5, 2024, respectively. Castor Ships pays, at its own expense, the third-party technical management
              company a fee for the services it has subcontracted to such company without any additional cost to Toro.

F-11

TORO CORP.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

4. Transactions with Related Parties: (continued)

During the six months ended June 30, 2024 and 2025, the Company’s subsidiaries were charged the following fees and commissions by Castor Ships (i)

            management fees amounting to $945,490 and $919,989, respectively, \(ii\) charter hire commissions amounting to $148,123 and $289,644, respectively, and \(iii\) sale and purchase commission from discontinued operations amounting to $338,000 in the six months ended June 30, 2024, related to the sale of the vessel M/T Wonder Sirius
            which is included in ‘Gain on sale of vessels’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income from discontinued operations.

During the six months ended June 30, 2024 and 2025, the Company was charged by Castor Ships the Flat Management Fee (as defined in 2024 Annual Report) amounting to $1,599,000 and $1,648,570, respectively, which are included in ‘General and administrative expenses’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

The Master Management Agreement also provides for advance funding equal to two months of vessel daily operating costs to be deposited with Castor Ships as a working capital guarantee, refundable in case a vessel is no longer under Castor Ship’s management. As of December 31, 2024 and June 30, 2025, the working capital guarantee advances to Castor Ships amounted to $1,590,501 and $1,201,959, respectively, which are presented in ‘Due from related parties, non-current’ in the accompanying unaudited condensed consolidated balance sheets. As of December 31, 2024 and June 30, 2025, the amounts of $6,072,800 and $5,181,873 of ‘Due from related parties, current’, respectively, represent operating expense payments made on behalf of the Company to the third-party managers and Castor Ships in excess of amounts advanced and advances of expected scheduled drydocking repairs.

In exchange for the management services, effective July 1, 2025, Castor Ships charges and collects (i) a chartering commission for and on behalf of Castor Ships and/or on behalf of any third-party broker(s) involved in the trading of the Company’s vessels, on all gross income received by the Company’s shipowning subsidiaries arising out of or in connection with the operation of the Company’s vessels for distribution among Castor Ships and any third-party broker(s), which, when calculated together with any address commission that any charterer of any of the Company’s vessels is entitled to receive, will not exceed the aggregate rate of 6.25% on each vessel’s gross income, (ii) a sale and purchase brokerage commission at the rate of 1% on each consummated transaction applicable to the total consideration of acquiring or selling: (a) a vessel (secondhand or newbuilt),  or (b) the shares of a ship owning entity owning vessel(s) or (c) shares and/or other securities(including equity, debt and loan instruments), and (iii) a capital raising commission at the rate of 1% on all gross proceeds of each capital raising transaction completed by the Company including, without limitation, any equity, debt or loan transactions, operating leasing transactions,  stand-alone derivative and/or swap agreements, other financing arrangements of a similar nature or any refinancing or restructuring thereof.

(b) Former Parent Company:

In connection with the Spin-Off as discussed in Note 1, on March 7, 2023, Toro issued 140,000 1.00% Series A Preferred Shares to Castor having a stated amount of $1,000 per share and a par value of $0.001 per share (Note 9). The amount of accrued dividend on Series A Preferred Shares due to Castor as of December 31,2024 and June 30, 2025 was $338,333 and $342,221, respectively and is presented net in ‘Due to related parties, current’ in the accompanying unaudited interim condensed consolidated balance sheet.

On August 7, 2023, the Company agreed to purchase 50,000 5.00% Series D Cumulative Perpetual Convertible Preferred Shares of Castor, having a stated value of $1,000 and par value of $0.001 per share (the “Castor Series D Preferred Shares”), for aggregate cash consideration of $50.0 million. The distribution rate on the Castor Series D Preferred Shares is 5.00% per annum, which rate will be multiplied by a factor of 1.3 on the seventh anniversary of the issue date of the Castor Series D Preferred Shares and annually thereafter, subject to a maximum distribution rate of 20% per annum in respect of any quarterly dividend period. Dividends are payable quarterly in arrears on the 15th day of January, April, July and October in each year, subject to Castor’s board of directors’ approval.

The Series D Preferred Shares are convertible, in whole or in part, at the Company’s option to common shares of Castor from the first anniversary of their issue date at the lower of (i) $7.00 per common share, and (ii) the 5-day-value-weighted average price immediately preceding the conversion. On March 27, 2024, Castor effected a 1-for-10 reverse stock split of its common stock without any change in the number of authorized common shares. As a result of the reverse stock split, the number of Castor’s outstanding shares as of March 27, 2024, decreased to 9,662,354 while the par value of its common shares remained unchanged at $0.001 per share. The conversion price of the Castor Series D Preferred Shares is subject to adjustment upon the occurrence of certain events, including the occurrence of splits and combinations (including a reverse stock split) of the common shares and was adjusted to $7.00 per common share on March 27, 2024 from $0.70 per common share following effectiveness of the 1-for-10 reverse stock split. The minimum conversion price of the Series D Preferred Shares is $0.30 per common share.

On December 12, 2024, Toro agreed to purchase for an aggregate consideration of $50,000,000 in cash, an additional 50,000 Castor Series D Preferred Shares. The Company owns all 100,000 outstanding Castor Series D Preferred Shares.

F-12

TORO CORP.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

4. Transactions with Related Parties: (continued)

In connection with the transaction, Castor amended the terms of the Castor Series D Preferred Shares to, among other things: (i) reset the date from which holders of the Castor Series D Preferred Shares may convert their Series D Preferred Shares into common shares of Castor to January 1, 2026 from August 7, 2024, (ii) require that any holder of the Castor Series D Preferred Shares electing to exercise its optional conversion rights convert not less than 500 Castor Series D Preferred Shares into common shares of Castor, and (iii) introduce an additional redemption feature whereby Castor may, at its option, redeem for cash all remaining outstanding Castor Series D Preferred Shares if the number of Series D Preferred Shares outstanding is 30,000 or less. Toro may not dispose of any of the Castor Series D Preferred Shares for a period of 180 days after the closing date of the transaction.

For the six months ended June 30, 2024 and 2025, the Company received a dividend on the Castor Series D Preferred Shares, amounting to $1.3 million and $2.1 million, respectively. As of December 31, 2024 and June 30, 2025, the aggregate value of the investment in Castor amounted to $100,687,500 and $101,104,167, respectively, including $687,500 and $1,104,167 of accrued dividends, respectively, and is included as ‘Investment in related parties’ in the accompanying  unaudited condensed consolidated balance sheet. As of June 30, 2025, the Company did not identify any impairment or any observable prices for identical or similar investments of the same issuer.

On December 11, 2024, Toro entered into a facility agreement with Castor to provide a $100.0 million senior term loan facility to Castor (the “Term Loan”) which was drawn-down on the same date. The Term Loan has a tenor of 5 years, bears interest at the secured overnight financing rate (“SOFR”) plus 1.80% per annum, is guaranteed by ten ship-owning subsidiaries of Castor and is receivable in (a) twenty (20) consecutive quarterly installments, each of  $2,500,000, commencing on March 11, 2025, and (b) a balloon installment in the amount of $50.0 million at its maturity together with the last quarterly installment. The Term Loan is secured by first priority mortgages and first priority general assignments covering insurance policies and requisition compensation over the ten vessels owned by wholly-owned subsidiaries of Castor. The value of these vessels was approximately $235.0 million based on third-party valuations at the time of the drawdown by Castor. Pursuant to the terms of this facility, Castor is also subject to certain negative covenants customary for facilities of this type, which may be waived in Toro’s sole discretion. During the six months ended June 30, 2025, the Term Loan was fully repaid. As result there is no balance under ‘Loan to related party’ as of June 30, 2025 in the accompanying  unaudited condensed consolidated balance sheet. During the six months ended June 30, 2025, the interest income under the Term Loan amounted to $1,771,836 and is presented in ‘Interest income from related party’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

The above transactions and their terms were approved by the independent members of the board of directors of each of Castor and the Company at the recommendation of their respective special committees composed of independent and disinterested directors, which negotiated the transaction and its terms.

(c) Equity incentive plan:

As of June 30, 2025, the Company maintains an Equity Incentive Plan (as defined and discussed in Note 12) under which the Company’s board of directors has made and may make awards of certain securities of the Company or cash to directors, officers and employees of the Company and/or its subsidiaries and affiliates and consultants and service providers to (including persons who are employed by or provide services to any entity that is itself a consultant or service provider to) the Company and its subsidiaries and affiliates.

The stock based compensation cost for the non-vested shares under the Equity Incentive Plan for the six months ended June 30, 2024 and 2025, amounted to $2,617,519 and $1,769,877, respectively, and is included in ‘General and administrative expenses’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

F-13

TORO CORP.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

4. Transactions with Related Parties: (continued)
(d) Robin Energy Ltd.
--- ---

As discussed in Note 1, as part of the Robin Spin-Off Toro received 2,000,000 Series A Preferred Shares, having a stated amount of $25 and a par value of $0.001 per share. The Company is the holder of all of the issued and outstanding Series A Preferred Shares (Note 1). The Series A Preferred Shares do not have voting rights. The Series A Preferred Shares are convertible, at their holder’s option, to common shares at any time and from time to time from and after the second anniversary of April 14, 2025. The conversion price for any conversion of the Series A Preferred Shares shall be the lower of (i) 200% of the volume-weighted average price (“VWAP”) of our common shares over the five consecutive trading day period commencing on and including April 14, 2025, and (ii) the VWAP of our common shares over the five consecutive trading day period expiring on the trading day immediately prior to the date of delivery of written notice of the conversion.

As there was no observable market for the Series A Preferred Shares, these were recognized at $25,942,180, being the fair value of the shares determined through Level 2 inputs of the fair value hierarchy by taking into consideration a third-party valuation. The fair value on the initial recognition is deemed to be the cost. The applied valuation methodology was comprised the trifurcation of the value of the Series A Preferred Shares in three components namely, the “straight” preferred stock component, the embedded option component while an incremental value was also ascribed to the conversion at the variable conversion price. The sum of the these components was used to estimate the value for the Series A Preferred Shares at $25,942,180. The valuation methodology and the significant other observable inputs used for each component are set out below:

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<br> 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

As of June 30, 2025, the aggregate value of investments in Robin amounted to $26,047,735, including $105,555 of accrued dividends and are separately included as ‘Investments in related party’ in the accompanying unaudited consolidated balance sheet. As of June 30, 2025, the Company did not identify any indications for impairment or any observable prices for identical or similar investments of the same issuer.

Furthermore, Toro is entitled to receive cumulative cash dividends, at the annual rate of 1.00% on the stated amount of $25 per share, of the 2,000,000 Series A Preferred Shares, receivable quarterly in arrears on the 15th day of January, April, July and October in each year, subject to Robin’s Board of Directors approval. For the six months ended June 30, 2024 and 2025, the Company received a dividend on the Robin Series A Preferred Shares, amounting to $0 million and $1,389, respectively. During the six month period ended June 30, 2024 and 2025, dividend income derived from the Company’s investment in Robin amounted to $0 and $106,944 respectively and is presented in ‘Dividend income from related party’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

Following the successful completion of the Spin-Off, Robin will reimburse Toro for expenses related to the Spin-Off and other expenses that have been incurred by Toro. Robin will not reimburse Toro for any of these expenses that were incurred or paid by any of the Robin subsidiaries of Toro after April 14, 2025. As of June 30, 2025, outstanding expenses due to be reimbursed from Robin amounted to $874,289 and is included in ‘Due from related parties, current’, in the accompanying unaudited consolidated balance sheet.

F-14

TORO CORP.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

5. Deferred Charges, net:

The movement in deferred charges net, which represents deferred dry-docking costs, in the accompanying unaudited condensed consolidated balance sheets is as follows:

​ 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

During the six months ended

            June 30, 2025, the LPG Dream Arrax and LPG Dream Terrax initiated and completed their scheduled dry-dock repairs.
6. Vessels, net/Advances for vessel acquisition:
(a) Vessels, net:
--- ---

The amounts in the accompanying unaudited condensed consolidated balance sheets are analyzed as follows:

​ Vessel Cost Accumulated<br><br> <br>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
(b) Advances for vessel acquisition:
--- ---
​ Advances for<br><br> <br>vessel acquisition
--- --- ---
Balance December 31, 2024 $ —
Advances for vessel acquisition 5,442,500
Balance June 30, 2025 5,442,500

On May 30, 2025, the Company, through Quicksilver, entered into an agreement to purchase a 2021-built MR (MR2 class) tanker vessel from an unaffiliated third party for a purchase price of $36.25 million. The Company paid an amount of $5.4 million, which represents a 15% advance of the purchase price. The vessel M/T Wonder Altair was delivered to the Company on July 11, 2025.

F-15

TORO CORP.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

7. Investment in equity securities:

The amounts of our investment in equity securities in the accompanying unaudited condensed consolidated balance sheets are presented in the table below:

December 31,<br><br> <br>2024 June 30,<br><br> <br>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
(a) Investment in equity securities with readily determinable fair values
--- ---

A summary of the movement in equity securities with readily determinable fair values for the six months ended June 30, 2025 is presented in the table below:

Equity securities<br><br> <br>with readily<br><br> <br>determinable<br><br> <br>fair values
Balance<br> 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<br> 30, 2025 $ 278,019

During the six months ended June 30, 2025, the Company received dividends of $4,623 from its investments in equity securities with readily determinable fair values. The investment in equity securities with readily determinable fair values with amount of $278,019 is presented in ‘Investment in equity securities, current’ in the accompanying unaudited condensed consolidated balance sheet.

(b) Investment in equity securities without readily determinable fair values

During the six months ended June 30, 2025, there was no movement in equity securities without readily determinable fair values and the Company received no dividends from these investments. The investment in equity securities without readily determinable fair values amounting to $4,647,853 is presented in ‘Investment in equity securities, non-current’ in the accompanying unaudited condensed consolidated balance sheet.

As of June 30, 2025, the Company did not identify any impairment or any observable prices for identical or similar investments of the same issuer.

8. Equity Capital Structure:

Under Toro’s initial Articles of Incorporation dated July 29, 2022, Toro’s authorized capital stock consisted

          of 1,000 shares par value $0.001
          per share. On March 2, 2023, the Company’s articles of incorporation were amended and restated and Toro’s authorized capital stock was increased to 3,900,000,000
          common shares, par value $0.001 per share and 100,000,000 preferred shares, par value $0.001
          per share. For a further description of the terms and rights of the Company’s capital stock and details of its equity transactions prior to January 1, 2025, please refer to Note 8 to the consolidated financial statements for the year ended
          December 31, 2024, included in the Company’s 2024 Annual Report. There are no new activities during the six-month period ended June 30, 2025.

As of June 30, 2025, Toro had 19,093,853 common shares issued and outstanding including 2,000,000 restricted common shares issued pursuant to the Equity Incentive Plan (as defined and discussed in Note 12).

F-16

TORO CORP.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

9. Mezzanine equity:

Series A Preferred Shares

The Company issued as part of the Spin-Off to Castor 140,000 Series A Preferred Shares with par value of $0.001 and a stated value of $1,000 each. Details of the Company’s Series A Preferred Shares are discussed in Note 9 to the Company’s consolidated financial statements for the year ended December 31, 2024, included in the 2024 Annual Report.

The Company uses an effective interest rate of 3.71% over the expected life of the preferred stock (being nine years) which is the expected earliest redemption date. This is consistent with the interest method, taking into account the discount between the issuance price and liquidation preference and the stated dividends, including “step-up” amounts. The amount accreted during the six months ended June 30, 2025, was $1,557,952 and is presented as ‘Deemed dividend on Series A Preferred Shares’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

As of June 30, 2025, the net value of Mezzanine Equity amounted to $124,223,771, including the amount of $1,557,952 of deemed dividend on the Series A Preferred Shares in the six months ended June 30, 2025, and is presented as ‘Mezzanine Equity’ in the accompanying unaudited condensed consolidated balance sheet. During the six months ended June 30, 2025, the Company paid to Castor a dividend amounting to $700,000 on the Series A Preferred Shares for the period from October 15, 2024 to April 14, 2025. The accrued amount for the period from April 15, 2025 to June 30, 2025 (included in the dividend period ended July 14, 2025) amounted to $342,221 (Notes 4(b) and 17(b)).

10. Financial Instruments and Fair Value Disclosures

As of June 30, 2025, the principal financial assets of the Company consist of cash at banks, trade accounts receivable, investment in equity securities and investment in related parties, Castor and Robin, and amounts due from related parties. As of June 30, 2025, the principal financial liabilities of the Company consist of trade accounts payable and amounts due to related parties.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

• Cash and cash equivalents, accounts receivable trade, net, amounts due from/to related party/(ies) and accounts payable: The carrying values reported in the unaudited condensed consolidated balance sheets for those financial instruments<br> are reasonable estimates of their fair values due to their short-term maturity nature. Cash and cash equivalents are considered Level 1 items as they represent liquid assets with short term maturities.
• Investment in related parties: Investment in related parties is initially measured at the transaction<br> price and subsequently assessed for the existence of any observable market for the Castor Series D Preferred Shares and Robin Series A Preferred Shares, any observable price changes for identical or similar investments and the<br> existence of any indications for impairment. As per the Company’s assessment no such case was identified as at June 30, 2025.
--- ---
• Investment in equity securities: The carrying value reported in the<br> accompanying unaudited condensed consolidated balance sheet for investment in equity securities with readily determinable fair values represents its fair value and is considered a Level 1 item of the fair value hierarchy as it is<br> determined though quoted prices in an active market. Investment in equity securities without a readily determinable fair value is initially measured at the transaction price and subsequently assessed for the existence of any<br> observable market and any observable price changes for identical or similar investments and the existence of any indications for impairment. As per the Company’s assessment, no such case was identified as at June 30, 2025.
--- ---

F-17

TORO CORP.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

10. Financial Instruments and Fair Value Disclosures: (continued)

Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents, due from related parties and trade accounts receivable. The Company places its cash and cash equivalents, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of the financial institutions in which it places its deposits. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition.

11. Commitments and Contingencies:

Various claims, lawsuits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, pool operators, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying consolidated financial statements.

The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. As of the date of these unaudited interim condensed consolidated financial statements, management was not aware of any such claims or contingent liabilities that should be disclosed or for which a provision should be established in the accompanying consolidated financial statements. The Company is covered for liabilities associated with the vessels’ actions to the maximum limits as provided by Protection and Indemnity (P&I) Clubs, members of the International Group of P&I Clubs.

(a) Commitments under long-term lease contracts

The following table sets forth the future minimum contracted lease payments to the Company (gross of charterers’ commissions), based on the Company’s vessels’ commitments to non-cancelable time charter contracts as of June 30, 2025. Non-cancelable time charter contracts include fixed-rate time charters.

Twelve-month period ending June 30, Amount
2026 $ 10,915,194
Total $ 10,915,194
(b) Commitments under purchase agreements
--- ---

As of June 30, 2025, there was a commitment relating to a purchase agreement of a 2021-built MR (MR2 class) tanker vessel from unaffiliated third party (Note 6) at a price of $36.25 million, amounting to $30.8 million, which represents 85% of its purchase price, payable in cash upon delivery of the vessel. The vessel was delivered in the third quarter of 2025 (Note 17).

12. Equity Incentive Plan:

As of June 30, 2025, the Company maintains an Equity Incentive Plan (the “Equity Incentive Plan”) under which the Company’s board of directors has made and may make awards of certain securities of the Company or cash to directors, officers and employees (including any prospective director, officer or employee) of the Company and/or its subsidiaries and affiliates and consultants and service providers to (including persons who are employed by or provide services to any entity that is itself a consultant or service provider to) the Company and its subsidiaries and affiliates. As of June 30, 2025, the Company had no remaining restricted shares available for awards under the Equity Incentive Plan. Details of the Equity Incentive Plan are discussed in Note 12 to the Company’s consolidated financial statements for the year ended December 31, 2024, included in the 2024 Annual Report.

F-18

TORO CORP.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

12. Equity Incentive Plan: (continued)

The stock based compensation cost for the non-vested shares under the Equity Incentive Plan for the six months ended June 30, 2024 and 2025 amounted to $2,617,519 and $1,769,877, respectively, and is included in ‘General and administrative expenses’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

A summary of the status of the Company’s non-vested restricted shares as of June 30, 2025, and the movement during the six months ended June 30, 2025, is presented below:

Number of<br><br> <br>restricted shares Weighted average grant<br><br> <br>date fair value per<br><br> <br>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

For the six months ended June 30, 2025, 260,000 restricted common shares were vested. The remaining unrecognized compensation cost relating to the shares granted amounting to $2,308,971 as of June 30, 2025, is expected to be recognized over the remaining period of two years, according to the contractual terms of those non-vested share awards.

13. Earnings/(Loss) Per Common Share:

The computation of (loss)/earnings per share is based on the weighted average number of common shares outstanding during that period.

The Company calculates (loss)/earnings per common share by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the relevant period.

The Company calculates basic (loss)/earnings per share in conformity with the two-class method required for companies with participating securities. The calculation of basic (loss)/earnings per share does not consider the non-vested shares as outstanding until the time-based vesting restrictions have lapsed.

Diluted (loss)/earnings per common share, if applicable, reflects the potential dilution that could occur if potentially dilutive instruments were exercised, resulting in the issuance of additional shares that would then share in the Company’s net income. For the purpose of calculating diluted (loss)/earnings per common share, the weighted average number of diluted shares outstanding includes (i) the conversion of outstanding Series A Preferred Shares (Note 9) calculated with the “if converted” method by using the average closing market price over the reporting periods and (ii) the incremental shares assumed to be issued, determined under the two-class method weighted for the periods the non-vested shares were outstanding, if the two-class method was more dilutive than the treasury stock method. If there is a loss from continuing operations, diluted earnings per common share (EPS) would be computed in the same manner as basic EPS is computed, even if the entity has net income after adjusting for discontinued operations. Thus, the inclusion of the potential common shares from the conversion of outstanding Series A Preferred Shares and the incremental shares assumed to be issued, determined under the two-class or treasury stock method weighted for the periods the non-vested shares were outstanding, in diluted EPS from continuing operations would have an anti-dilutive effect. Therefore, basic EPS and diluted EPS are the same for continuing operations, discontinued operations and net income. The components of the calculation of basic and diluted (loss)/earnings per common share in each of the periods comprising the accompanying unaudited interim condensed consolidated statements of comprehensive income are as follows:

F-19

TORO CORP.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

13. Earnings/(Loss) Per Common Share: (continued)
Six months ended<br><br> <br>June 30, Six months ended<br><br> <br>June 30,
--- --- --- --- --- --- ---
2024 2025
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 19,714,094 100,766
Net income and comprehensive income $ 23,254,128 $ 3,012,080
Dividend on Series A Preferred Shares (707,778 ) (703,889 )
Deemed dividend on Series A Preferred Shares (1,509,700 ) (1,557,952 )
Undistributed earnings to non-vested participating securities (1,533,501 ) (54,831 )
Net income attributable to common shareholders, basic $ 19,503,149 $ 695,408
Undistributed earnings to non-vested participating securities — 54,831
Undistributed earnings reallocated to non-vested participating securities — (11,584 )
Dividend on Series A Preferred Shares — 703,889
Deemed dividend on Series A Preferred Shares — 1,557,952
Net income attributable to common shareholders, diluted $ 19,503,149 $ 3,000,496
Weighted average number of common shares outstanding, basic 17,416,746 17,698,383
Effect of dilutive shares — 71,285,000
Weighted average number of common shares outstanding, diluted 17,416,746 88,983,383
(Loss)/ Earnings per common share, basic, continuing operations $ (0.012 ) $ 0.034
(Loss)/ Earnings per common share, diluted, continuing operations $ (0.012 ) $ 0.033
Earnings per common share, basic, discontinued operations $ 1.132 $ 0.006
Earnings per common share, diluted, discontinued operations $ 1.132 $ 0.001
Earnings per common share, basic, total $ 1.120 $ 0.040
Earnings per common share, diluted, total $ 1.120 $ 0.034
14. Vessel Revenues:
--- ---

The following table includes the voyage revenues earned by the Company by type of contract (time charters, voyage charters and pool agreements) in each of six-month periods ended June 30, 2024, and June 30, 2025, as presented in the accompanying unaudited interim condensed consolidated statements of comprehensive income:

​ Six months ended<br><br> <br>June 30, Six months ended<br><br> <br>June 30,
2024 2025
Time charter revenues 6,516,885 7,528,174
Voyage charter revenues 1,310,662 —
Pool revenues 4,019,697 2,068,779
Total Vessel Revenues $ 11,847,244 $ 9,596,953

The Company generates its revenues from time charters and pool arrangements for the six-month period ended June 30, 2025.

The Company typically enters into time charters ranging from one month to twelve months, and, in isolated cases, for longer terms, depending on market conditions. The charterer has the full discretion over the ports visited, shipping routes and vessel speed, subject to the owner’s protective restrictions set forth in the agreed charterparty’s terms. Time charter agreements may have extension options that range over certain time periods, which are usually periods of months. The time charter party generally provides, among others, typical warranties regarding the speed and the performance of the vessel as well as owner protective restrictions such that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws and war risks, and carry only lawful and non-hazardous cargo.

F-20

TORO CORP.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

14. Vessel Revenues: (continued)

Vessels are also chartered under voyage charters, where a contract is made for the use of a vessel under which the Company is paid freight on the basis of transporting cargo from a loading port to a discharge port. Depending on charterparty terms, freight can be fully prepaid, or be paid upon reaching the discharging destination upon delivery of the cargo, at the discharging destination but before discharging, or during a ship’s voyage.

Prior to the Robin Spin-Off, the Company employed its Handysize vessel in a pool. The main objective of pools is to enter into arrangements for the employment and operation of the pool vessels, so as to secure for the pool participants the highest commercially available earnings per vessel on the basis of pooling the revenue and expenses of the pool vessels and dividing it between the pool participants based on the terms of the pool agreement. The Company typically enters into pool arrangements for a minimum period of six months, subject to certain rights of suspension and/or early termination.

As

        of December 31, 2024, and June 30, 2025,  there were no ‘Trade accounts receivable, net’, related to voyage charters,
        respectively.

As of December 31, 2024, and June 30, 2025, there were no deferred assets and no deferred liabilities related to voyage charters, respectively.

15. Vessel Operating and Voyage Expenses:

The amounts in the accompanying unaudited interim condensed consolidated statements of comprehensive income are analyzed as follows:

​ Six months ended<br><br> <br>June 30, Six months ended<br><br> <br>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<br><br> <br>June 30, Six months ended<br><br> <br>June 30,
--- --- --- --- ---
Vessel Operating Expenses 2024 2025
Crew & crew related costs 3,025,158 2,997,533
Repairs & maintenance, spares, stores, classification, chemicals & gases, paints, victualling 774,115 803,294
Lubricants 121,158 78,580
Insurance 210,524 179,295
Tonnage taxes 33,015 32,649
Other 392,438 456,977
Total Vessel operating expenses $ 4,556,408 $ 4,548,328

F-21

TORO CORP.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

16. Segment Information:

In the second quarter of 2023, the Company established its LPG carrier operations through the acquisition of two LPG carrier vessels. With effect from the second quarter of 2024, the Company operated in two reportable segments: (i) the Handysize tanker segment and (ii) the LPG carrier segment, each on a continued operations basis. Following the Robin Spin-Off of the Handysize tanker vessel (Note 1) and the acquisition of the new MR (MR2 class) tanker vessel (Note 6 and 18(f)), the former Handysize segment was renamed “MR (Handysize/MR2)” to reflect both the updated fleet composition and strategic continuity of the segment. The reportable segments reflect the internal organization of the Company and the way the chief operating decision maker (“CODM”), who is the Chief Executive Officer of the Company, reviews the operating results and allocates capital within the Company. The CODM assesses segment performance using key financial measures, including revenues, operating expenses, segment operating income and net income. These metrics help the CODM assess segment profitability, optimize fleet deployment, control costs and determine capital allocation. Based on these segment performance trends, the CODM makes resource allocation decisions such as adjusting chartering strategies, prioritizing fleet expansion or disposals, and optimizing cost efficiencies to enhance profitability and overall segment performance. Further, the transport of refined petroleum products (carried by MR (Handysize/MR2) tanker vessels) and liquefied petroleum gas (carried by LPG carriers) has different characteristics. In addition, the nature of trade, trading routes, charterers and cargo handling of liquefied petroleum gas and  refined petroleum products differs.

The table below presents information about the Company’s reportable segments comprising its continuing operations for the six months ended June 30, 2024 and 2025. 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, 2024 Six months ended June 30, 2025
MR<br><br> (Handysize/MR2)<br><br> <br>tanker<br><br> <br>segment LPG carrier<br><br> <br>segment Total MR<br><br> <br>(Handysize/MR2)<br><br> <br>tanker<br><br> <br>segment LPG carrier<br><br> <br>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<br> 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<br> 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,<br> before taxes $ 19,714,095 $ 100,768
Net income and comprehensive income, before taxes $ 23,276,626 $ 3,012,082

F-22

TORO CORP.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

16. Segment Information: (continued)

A reconciliation of total segment assets to total assets presented in the accompanying unaudited condensed consolidated balance sheets of December 31, 2024, and June 30, 2025, is as follows:

As of<br><br> <br>December 31,<br><br> <br>2024 As of<br><br> <br>June 30,<br><br> <br>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
^(1)^ Refers to assets of other, non-vessel owning, entities included in the consolidated<br> financial statements.
--- ---
17. Subsequent Events:
--- ---
(a) Dividend from Castor Series D Preferred Shares: On July 15,<br> 2025, the Company received from Castor a dividend from the Castor Series D Preferred Shares, amounting to $1,250,000<br> for the dividend period from April 15, 2025 to July 14, 2025.
--- ---
(b) Dividend from Robin Series A Preferred Shares: On July 15, 2025, the<br> Company received from Robin a dividend from the Robin Series A Preferred Shares, amounting to $125,000 for the dividend<br> period from April 15, 2025 to July 14, 2025.
--- ---
(c) Dividend on Series A Preferred Shares: On July 15, 2025, the Company paid to Castor a dividend on the Series A Preferred Shares, which was declared on June 27, 2025, amounting to $350,000<br> for the dividend period from April 15, 2025 to July 14, 2025.
--- ---
(d) Tender offer: On July 10, 2025, we commenced a tender offer to<br> purchase up to 4,500,000 of our common shares, using funds available from cash and cash equivalents on hand, at a<br> price of $2.75 per share. The tender offer expired at the end of the day, 5:00 P.M., Eastern Time, on August 7, 2025.<br> The Board of Directors determined that it was in the Company’s best interest to repurchase shares at such time given the Company’s cash position and stock price. Based on the final count by the depositary for the tender offer, 20,344<br> shares, were properly tendered and not properly withdrawn prior to expiration of the tender offer. The Company accepted all of these shares for purchase in accordance with the terms of the tender offer at a price of $2.75 per share, net to the seller in cash, less any applicable withholding taxes and without interest, for an aggregate cost of<br> approximately $0.1 million excluding fees relating to the tender offer.
--- ---
(e) Sale of LPG Dream Syrax: On July 10, 2025, we entered into an agreement with a wholly owned subsidiary of Robin, for the sale of the LPG Dream Syrax, at a price of $18.0 million. The vessel was delivered to its<br> new owner on September 3, 2025. On July 15, 2025, the Company received deposit from the vessel’s buyer amounting to $1.8<br> million, or 10% of the purchase price of the vessel, and the balance of $16.2 million upon delivery of the vessel. The terms of the transaction were approved by the independent and disinterested members of the Boards of Toro and<br> Robin, respectively, following the negotiation and recommendation by special committees of the independent and disinterested directors of the Boards of Toro and Robin.
--- ---
(f) Acquisition of a 2021-built MR (MR2 class) tanker vessel: The vessel M/T Wonder Altair was delivered to the Company on July 11, 2025 (Note 6).
--- ---
(g) Sale of LPG Dream Terrax: On September 16, 2025, we entered into an agreement with a wholly owned subsidiary of Robin, for the<br> sale of the LPG Dream Terrax, at a price of $20.0<br> million. The vessel was  delivered to its new owner on September 25, 2025. On September 19, 2025, the Company received deposit from the vessel’s buyer amounting to $2.0 million, or 10% of the purchase price of<br> the vessel, and the balance of $18.0 million upon delivery of the vessel. The terms of the transaction were approved<br> by the independent and disinterested members of the Boards of Toro and Robin, respectively, following the negotiation and recommendation by special committees of the independent and disinterested directors of the Boards of Toro<br> and Robin.
--- ---
(h) Acquisition of a 2014-built MR (MR2 class) tanker vessel: On<br> September 19, 2025, the Company, through a wholly owned subsidiary, entered into agreement with an unaffiliated third-party to acquire a 2014-built MR (MR2 class) tanker vessel, the M/T Wonder Maia, for a purchase price of $30.3 million. The M/T Wonder Maia was delivered to the Company on September 29, 2025. On September 24, 2025, the Company paid deposit to the vessel’s seller<br> amounting to $3.0 million, or 10% of the purchase price of the vessel, and the balance of $27.3 million is payable<br> upon delivery of the vessel.
--- ---
(i) 2025 Equity Investment Plan: On September 26, 2025, as the<br> Company had no remaining restricted shares available for awards under the Equity Incentive Plan (Note 12), the<br> Company’s Board of Directors adopted the new Toro Corp. Equity Incentive Plan (“2025 Equity Incentive Plan”), under which the Company’s board of directors may make awards of cash or restricted shares, share options or other<br> share-based awards with respect to up to 3,000,000 of the Company’s common shares to directors, officers and<br> employees of the Company and/or its subsidiaries and affiliates and consultants and service providers to (including persons who are employed by or provide services to any entity that is itself a consultant or service provider<br> to) the Company and its subsidiaries and affiliates.
--- ---
(j) Purchase of Series E Preferred Shares of Castor: On September 29, 2025, the Company agreed to purchase 60,000 Series E Cumulative Perpetual Convertible Preferred shares (the “Series E Preferred Shares”) of Castor having a stated amount of $1,000 each for a total consideration of $60 million, in cash. The distribution rate of the<br> Series E Preferred Shares is 8.75%, paid<br> quarterly, and they are convertible into common shares of Castor from the first anniversary of the issue date at a conversion price equal to the 5-day value weighted average price immediately preceding the conversion, subject to a minimum conversion price of $0.30. Castor may at its option redeem the Series<br> E Preferred Shares, in whole or in part, at any time, on or after October 30, 2025, for a cash consideration equal to 100%<br> of the stated amount plus any accrued and unpaid distributions up until that date. This transaction and its terms were approved by the board of directors of Castor and Toro at the recommendation of their respective independent<br> committees who negotiated the transaction.
--- ---

F-23

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the financial condition and results of operations of Toro Corp. (“Toro”) for the six months ended June 30, 2024, and June 30, 2025. Unless otherwise specified herein or the context otherwise requires, references to the “Company”, “we”, “our” and “us” or similar terms shall include Toro and its wholly owned subsidiaries. You should read the following discussion and analysis together with the unaudited interim condensed consolidated financial statements and related notes included elsewhere in this report. Amounts relating to percentage variations in period-on-period comparisons shown in this section are derived from those unaudited interim condensed consolidated financial statements. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. These forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control which could cause actual results, cash flows, financial positions, events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements. For a more complete discussion of these risks and uncertainties, please read the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2024 (the “2024 Annual Report”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2025. For additional information relating to our management’s discussion and analysis of financial conditions and results of operations, please see our 2024 Annual Report. Unless otherwise defined herein, capitalized terms and expressions used herein shall have the same meanings ascribed to them in the 2024 Annual Report.

Business Overview and Fleet Information

We are an independent, growth-oriented shipping company that was incorporated under the laws of the Republic of the Marshall Islands in July 2022 by Castor Maritime Inc. (“Castor”) to serve as the holding company of Castor’s former tanker owning subsidiaries and Elektra Shipping Co. (formerly owning the M/T Wonder Arcturus) in connection with the spin-off of Castor’s tanker business into an independent, publicly traded company (the “Spin-Off”). The Spin-Off was completed on March 7, 2023, on which date we began to trade as an independent publicly listed company. For further information regarding the Spin-Off, refer to the 2024 Annual Report.

We acquire, own, charter and operate oceangoing tanker and LPG carrier vessels and provide worldwide seaborne transportation services for refined petroleum products and liquefied petroleum gas (“LPG”).

As of October 1, 2025, we operated a fleet of four vessels that engages in the worldwide transportation of refined petroleum products and liquefied petroleum gas and comprises (i) two MR (MR2 class) tankers, which transports refined petroleum products, and (ii) two LPG carriers of 5,000 cbm each, which transport LPG. Our fleet has an aggregate cargo carrying capacity of 0.1 million dwt and an average age of 9.0 years. During the six months ended June 30, 2025, we operated a fleet of (i) one Handysize tanker, which transported refined petroleum products, and (ii) four LPG carrier vessels, which transported LPG. As a result of the different characteristics of the transport of refined petroleum products (carried by Handysize tanker vessels) and LPG (carried by LPG carriers), as well as differences in the nature of trade, trading routes, charterers and cargo handling of LPG and  refined petroleum products, we have determined that during the six months ended June 30, 2025, we operated in two reportable segments: (i) the Handysize tanker segment and (ii) the LPG carrier segment. Following completion of the sale of the M/T Wonder Sirius on January 24, 2024, the Company no longer has any Aframax/LR2 vessels and the results of operations and cash flows of the Aframax/LR2 tanker segment, as well as their assets and liabilities, are reported as discontinued operations for all periods presented. For information on our discontinued operations, see Note 3 to the unaudited interim condensed consolidated financial statements. On April 14, 2025, we completed the previously announced contribution of the subsidiaries then constituting our Handysize tanker segment to our then wholly owned subsidiary, Robin Energy Ltd. (“Robin”), in exchange for various issuances of stock by Robin and the distribution of all common shares of Robin on a pro rata basis to our common shareholders (such transactions collectively, the “Robin Spin-Off”). We retain an interest in Robin through our ownership of Series A Convertible Preferred Stock of Robin, with an aggregate liquidation preference of $50,000,000. Following the Robin Spin-Off and the acquisition of the new MR (MR2 class) tanker vessel in July 2025 (see Note 6 and 17(f) to the unaudited interim condensed consolidated financial statements), the former Handysize segment was renamed “MR (Handysize/MR2)” to reflect both the updated fleet composition and strategic continuity of the segment.

1

Our fleet is currently contracted to operate on time charters. Our commercial strategy primarily focuses on deploying our fleet under a mix of pools, voyage charters and time charters according to our assessment of market conditions. We adjust the mix of these charters to take advantage of the relatively stable cash flows and high utilization rates for our vessels associated with period time charters, to profit from attractive trip charter rates during periods of strong charter market conditions associated with voyage charters or to take advantage of high utilization rates for our vessels along with exposure to attractive charter rates during periods of strong charter market conditions when employing our vessels in pools.

With effect from July 1, 2022, and as of June 30, 2025, Castor Ships S.A. (“Castor Ships”), a  related party, provides ship management and chartering services to the vessels through subcontracting agreements with unrelated third-party managers, except the M/T Wonder Mimosa, for which Castor Ships provided the technical management from June 7, 2023 until the Robin Spin-Off, on April 14, 2025.

The following table summarizes key information about our fleet as of October 1, 2025:

Fleet vessels:

Vessel Name Capacity<br><br> <br>(dwt) Year<br><br> <br>Built Country of<br><br> <br>Construction Type of<br><br> <br>Charter Gross Charter<br><br> <br>Rate ($/day) Estimated<br><br> <br>Earliest Charter<br><br> <br>Expiration Estimated<br><br> <br>Latest Charter<br><br> <br>Expiration
LPG Carrier Segment
LPG DreamArrax 4,753 2015 Japan Time Charter Period^(1)^ 335,000 per month April 2026 May 2026
LPG Dream Vermax 5,155 2015 Japan Time Charter Period^(2)^ 354,500  per month February 2026 April 2027
MR (Handysize/MR2) Segment
M/T Wonder Altair 50,303 2021 China Time Charter Period^(3)^ 17,675 per day November 2025 February 2026
M/T WonderMaia^(4)^ 50,808 2014 South Korea Time Charter Period 22,800 per day March 2026 May 2026
(1) The vessel has been fixed under a time charter period contract of twelve months starting from May 2024, at $323,000 per month plus twelve months at $335,000 per month<br> at the charterer’s option. The charterer exercised this option, effective from May 14, 2025.
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(2) The vessel has been fixed under a time charter period contract of twelve months starting from March 2024, at $318,000 per month plus twelve months at the charterer’s<br> option at a rate to be mutually agreed between us and the charterer. On January 22, 2025, it was agreed between us and the charterer that from March 22, 2025 until March 22, 2026 (plus or minus thirty days in charterer’s option), the rate is<br> increased to $354,500 per month, plus twelve months at the charterer’s option (plus or minus thirty days in charterer’s option). The rate for the optional period will be increased at a rate to be mutually agreed between us and the charterer.
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(3) On September 24, 2025, the vessel has been fixed under a new time charter period contract of twelve months (plus or minus forty days in charterer’s option) at $20,600<br> per day. The new time charter will commence upon expiration of the current time charter.
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(4) On September 19, 2025, we, through a wholly owned subsidiary, entered into an agreement to acquire the M/T Wonder Maia, for a purchase price of $30.3 million. The vessel was delivered to us on September 29, 2025. On September 24, 2025, the Company paid deposit to the vessel’s seller amounting to $3.0<br> million, or 10% of the purchase price of the vessel, and the balance of $27.3 million is payable upon delivery of the vessel.
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2

Recent Developments

Please refer to Note 17 to our unaudited interim condensed consolidated financial statements for developments that took place after June 30, 2025.

Operating Results

Principal factors impacting our business, results of operations and financial condition

Our results of operations are affected by numerous factors. The principal factors that have impacted the business during the fiscal periods presented in the following discussion and analysis and that are likely to continue to impact our business are the following:

• The levels of demand and supply of seaborne cargoes and vessel tonnage in the shipping industries in which we operate;
• The cyclical nature of the shipping industry in general and its impact on charter and freight rates and vessel values;
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• The successful implementation of our business strategy, including the ability to obtain equity and debt financing at acceptable and attractive terms to fund future<br> capital expenditures and/or to implement this business strategy and the size and composition of our fleet resulting from our vessel acquisitions and disposals;
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• The global economic growth outlook and trends;
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• Economic, regulatory, political and governmental conditions that affect shipping and the tanker / LPG shipping industry, including international conflict or war (or<br> threatened war), such as between Russia and Ukraine and in the Middle East, and acts of piracy or maritime aggression, such as recent maritime incidents involving vessels in and around the Red Sea, sanctions, “trade wars” (including the<br> imposition of tariffs) and potential requisitions of our vessels during a period of war or emergency;
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• The employment and operation of our fleet including the utilization rates of our vessels;
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• The ability to successfully employ our vessels at economically attractive rates and the strategic decisions regarding the employment mix of our fleet in the voyage,<br> time charter and pool markets, as our charters expire or are otherwise terminated;
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• Management of the operational, financial, general and administrative elements involved in the conduct of our business and ownership of our fleet, including the<br> effective and efficient management of our fleet by our manager and its sub-managers, and each of their suppliers;
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• The number of charterers and pool operators who use our services and the performance of their obligations under their agreements, including their ability to make<br> timely payments to us;
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• The ability to maintain solid working relationships with our existing charterers and pool operators and our ability to increase the number of our charterers through<br> the development of new working relationships;
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• The vetting approvals requested by oil majors and the Chemical Distribution Institute (CDI) for the vessels managed by our manager and/or sub-managers;
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• Dry-docking and special survey costs and duration, both expected and unexpected;
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• Our borrowing levels and the finance costs related to our outstanding debt as well as our compliance with our debt covenants;
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• Management of our financial resources, including banking relationships and of the relationships with our various stakeholders;
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• Major outbreaks of diseases and governmental responses thereto; and
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• The level of any distribution on all classes of our shares.
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• The risks associated with Castor’s business as a result of our investment in the Series D Preferred Shares of Castor and risks associated with Robin’s business as a<br> result of our investment in the Series A Preferred Shares of Robin.
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These factors are volatile and in certain cases may not be within our control. Accordingly, past performance is not necessarily indicative of future performance, and it is difficult to predict future performance with any degree of certainty. See also “Item 3. Key Information—D. Risk Factors” in our 2024 Annual Report.

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Employment and operation of our fleet

A significant factor that impacts our profitability, in addition to the size and composition of our fleet, is the employment and operation of our fleet. The profitable employment of our fleet is highly dependent on the levels of demand and supply in the shipping segments in which we operate, our commercial strategy including the decisions regarding the employment mix of our fleet among time and voyage charters and pool arrangements, as well as our manager’s and sub-manager’s ability to leverage our relationships with existing or potential customers. As a new entrant to the tankers and LPG carriers’ business, our customer base is currently concentrated to a small number of charterers and a single pool manager. The breadth of our customer base has historically had an impact on the profitability of our business and in the six months ended June 30, 2025, 22% of our revenues were earned on pool arrangements entered into with one pool manager and 78% of our revenues were earned on time charters entered into with three different charterers. Further, the effective operation of our fleet mainly requires regular maintenance and repair, effective crew selection and training, ongoing supply of our fleet with the spares and the stores that it requires, contingency response planning, auditing of our vessels’ onboard safety procedures, arrangements for our vessels’ insurance, chartering of the vessels, training of onboard and on shore personnel with respect to the vessels’ security and security response plans (ISPS), obtaining of ISM certifications, compliance with environmental regulations and standards and performing the necessary audit for the vessels within the year of taking over a vessel and the ongoing performance monitoring of the vessels.

Financial, general and administrative management

The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires us to manage our financial resources, which includes managing banking relationships, administrating our bank accounts, managing our accounting system, records and financial reporting, monitoring and ensuring compliance with the legal and regulatory requirements affecting our business and assets and managing our relationships with our service providers and customers.

Important Measures and Definitions for Analyzing Results of Operations

Our management uses the following metrics to evaluate our operating results, including our operating results at the segment level, and to allocate capital accordingly:

Total vessel revenues. Total vessel revenues are generated from voyage charters, time charters and pool arrangements. Total vessel revenues are affected by the number of vessels in our fleet, hire and freight rates and the number of days a vessel operates which, in turn, are affected by several factors, including the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry-dock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels, and levels of supply and demand in the seaborne transportation market. Total vessel revenues are also affected by our commercial strategy related to the employment mix of our fleet between vessels on time charters, vessels operating on voyage charters and vessels in pools.

We measure revenues in each segment for three separate activities: (i) time charter revenues, (ii) voyage charter revenues, and (iii) pool revenues.

Voyage expenses. Our voyage expenses primarily consist of bunker expenses, port and canal expenses and brokerage commissions paid in connection with the chartering of our vessels. Voyage expenses are incurred primarily during voyage charters or when the vessel is repositioning or unemployed. Bunker expenses, port and canal dues increase in periods during which vessels are employed on voyage charters because these expenses are in this case borne by us. Under a time charter, the charterer pays substantially all the vessel voyage related expenses. Under pooling arrangements, voyage expenses are borne by the pool operator. Gain/loss on bunkers may also arise where the cost of the bunker fuel sold to the new charterer is greater or less than the cost of the bunker fuel acquired.

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Operating expenses. We are responsible for vessel operating costs, which include crewing, expenses for repairs and maintenance, the cost of insurance, tonnage taxes, the cost of spares and consumable stores, lubricating oils costs, communication expenses and other expenses. Expenses for repairs and maintenance tend to fluctuate from period to period because most repairs and maintenance typically occur during periodic dry-docking. Our ability to control our vessels’ operating expenses also affects our financial results. Daily vessel operating expenses are calculated by dividing fleet operating expenses by the Ownership Days for the relevant period.

Management fees. Management fees include fees paid to related parties providing certain ship management services to our fleet pursuant to ship management agreements with Castor Ships.

Off-hire. Off-hire is the period our fleet is unable to perform the services for which it is required under a charter for reasons such as scheduled repairs, vessel upgrades, dry-dockings or special or intermediate surveys or other unforeseen events.

Dry-docking/Special Surveys. We periodically dry-dock and/or perform special surveys on our fleet for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. Our ability to control our dry-docking and special survey expenses and our ability to complete our scheduled dry-dockings and/or special surveys on time also affects our financial results. Dry-docking and special survey costs are accounted for under the deferral method whereby the actual costs incurred are deferred and are amortized on a straight-line basis over the period through the date the next survey is scheduled to become due.

Ownership Days. Ownership Days are the total number of calendar days in a period during which we owned a vessel. Ownership Days are an indicator of the size of our fleet over a period and determine both the level of revenues and expenses recorded during that specific period.

Available Days. Available Days are the Ownership Days in a period less the aggregate number of days our vessels are off-hire due to scheduled repairs, dry-dockings or special or intermediate surveys. The shipping industry uses Available Days to measure the aggregate number of days in a period during which vessels are available to generate revenues. Our calculation of Available Days may not be comparable to that reported by other companies.

Operating Days. Operating Days are the Available Days in a period after subtracting unscheduled off-hire and idle days.

Fleet Utilization. Fleet Utilization is calculated by dividing the Operating Days during a period by the number of Available Days during that period. Fleet Utilization is used to measure a company’s ability to efficiently find suitable employment for its vessels and minimize the number of days that its vessels are off-hire for reasons such as major repairs, vessel upgrades, dry-dockings or special or intermediate surveys and other unforeseen events.

Daily Time Charter Equivalent Rate (“Daily TCE Rate”). See Appendix A for a description of the Daily TCE Rate.

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Results of Operations

Consolidated Results of Operations

Six months ended June 30, 2025, as compared to the six months ended June 30, 2024

Six months ended<br><br> <br>June 30, 2024 Six months ended<br><br> <br>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 )
(1) Includes interest and finance costs, net of interest income, if any.
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6

Total Vessel Revenues

Total vessel revenues, net of charterers’ commissions, decreased to $9.6 million in the six months ended June 30, 2025, from $11.8 million in the same period in 2024. This decrease of $2.2 million was mainly associated with the decrease in the Available Days of our fleet to 781 days in the six months ended June 30, 2025, from 884 days in the corresponding period in 2024, as a result of the Robin Spin-Off on April 14, 2025 and the decrease in the prevailing charter rates of our Handysize vessels, partially offset by slightly increased hire rates of our LPG carrier vessels. During the six months ended June 30, 2025, our fleet earned on average a Daily TCE Rate of $11,485, compared to an average Daily TCE Rate of $12,184 earned during the same period in 2024. Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix A for the definition and reconciliation of this measure to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Voyage Expenses

Voyage expenses for our fleet decreased to $0.6 million in the six months ended June 30, 2025, from $1.1 million in the same period in 2024. This decrease of $0.5 million was mainly associated with decreased bunkers consumption costs by $0.6 million in the six months ended June 30, 2025, as compared to the same period in 2024. This decrease reflects that, during the six months ended June 30, 2024, one of our vessels was operated under a voyage charter, under which we incur bunker consumption,  compared to the same period of 2025, when our vessels were operated under time charters and pool agreement,

Vessel Operating Expenses

Vessel operating expenses amounted to $4.6 million in both the six months ended June 30, 2025 and 2024, reflecting the decrease in the Ownership Days of our fleet to 827 days in the six months ended June 30, 2025, from 910 days in the corresponding period in 2024 following the Robin Spin-Off, and offset by the slight increase in repairs and maintenance costs in the six months ended June 30, 2025, as compared in the same period in 2024.

Management Fees

Management fees amounted to $0.9 million in both the six months ended June 30, 2025 and 2024, reflecting (i) the decrease in the Ownership Days of our fleet, and offset by (ii) higher management fees, which increased from  $1,039 per vessel per day to $1,071 per vessel per day effective July 1, 2024, as a result of adjustments for inflation in accordance with the terms of the master management agreement, between the Company, the Company’s shipowning subsidiaries and Castor Ships, effective from July 1, 2022 (the “Master Management Agreement”).

Depreciation and Amortization

Depreciation expenses for our fleet decreased to $2.0 million in the six months ended June 30, 2025, from $2.1 million in the same period in 2024 as a result of the decrease in the Ownership Days of our fleet. Dry-dock amortization charges increased to $0.3 million in the six months ended June 30, 2025, from $0.2 million in the same period in 2024, mainly related to the amortization of LPG Dream Terrax and LPG Dream Arrax, which initiated and completed its scheduled dry-dock in the first and second quarters of 2025.

General and Administrative Expenses

General and administrative expenses in the six months ended June 30, 2025, amounted to $4.0 million, whereas, in the same period in 2024, general and administrative expenses totaled $4.7 million. This decrease is mainly associated with the stock based compensation cost for non-vested shares granted under our Equity Incentive Plan amounting to $1.8 million and $2.6 million for the six months ended June 30, 2025 and 2024, respectively.

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Interest and finance costs, net

Interest and finance costs, net, amounted to $3.0 million in the six months ended June 30, 2025, whereas in the same period of 2024, interest and finance costs, net amounted to $4.1 million. This variation is mainly due to the decrease in interest income we earned from our time and cash deposits due to decreased average cash balances during the six months ended June 30, 2025, as compared with the same period of 2024, partially offset by the increase in interest income from related party during the six months ended June 30, 2025, as compared with the same period of 2024, due to the $100.0 million senior term loan facility to Castor entered into on December 11, 2024 and fully repaid on May 5, 2025.

Net income from discontinued operations

Net income from discontinued operations decreased by $19.6 million to $0.1 million in the six months ended June 30, 2025, as compared to $19.7 million in the same period in 2024. For further details regarding the amounts recorded in respect of discontinued operations in the six months ended June 30, 2024 and 2025, please refer to Note 3 to our unaudited interim condensed consolidated financial statements.

Six months ended June 30, 2025, as compared to the six months ended June 30, 2024 — MR (Handysize/MR2) Tanker Segment

Six months ended<br><br> <br>June 30, 2024 Six months ended<br><br> <br>June 30, 2025 Change – amount
Total vessel revenues $ 4,019,697 $ 2,068,779 $ (1,950,918 )
Expenses:
Voyage expenses (including commissions to related party) (156,626 ) (266,641 ) (110,015 )
Vessel operating expenses (1,135,874 ) (696,733 ) 439,141
Management fees to related parties (189,098 ) (144,585 ) 44,513
Depreciation and amortization (463,714 ) (415,178 ) 48,536
Segment operating income $ 2,074,385 $ 545,642 $ (1,528,743 )

Total Vessel Revenues

Total vessel revenues, net of charterers’ commissions for our MR (Handysize/MR2) tanker segment decreased to $2.1 million in the six months ended June 30, 2025, from $4.0 million in the same period in 2024. This decrease of $2.0 million was driven by the decrease in the Available Days of our Handysize vessels in our fleet to 103 days in the six months ended June 30, 2025, from 156 days in the corresponding period in 2024, as a result of the Robin Spin-Off on April 14, 2025 and the decrease in the prevailing charter rates of our Handysize vessels. During the six months ended June 30, 2025, our Handysize fleet earned on average a Daily TCE Rate of $17,496, compared to an average Daily TCE Rate of $24,763 earned during the same period in 2024. Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix A for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

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Voyage Expenses

Voyage Expenses increased to $0.3 million for our MR (Handysize/MR2) tanker segment in the six months ended June 30, 2025, from $0.2 million compared to the same period in 2024, as a result of the increase by $0.1 million of port and other expenses.

Vessel Operating Expenses

The decrease in operating expenses for our MR (Handysize/MR2) tanker segment by $0.4 million to $0.7 million in the six months ended June 30, 2025, from $1.1 million in the corresponding period of 2024, mainly reflects the decrease of the Ownership Days of our MR (Handysize/MR2) tanker fleet to 103 days in the six months ended June 30, 2025, from 156 days in the corresponding period in 2024.

Management Fees

Management fees for our MR (Handysize/MR2) tanker segment decreased to $0.14 million in the six months ended June 30, 2025, from $0.19 million in the same period in 2024, as a result of the decrease of the Ownership Days of our MR (Handysize/MR2) tanker fleet, partially offset by the increased management fees following the inflation-based adjustments in management fees discussed in more detail under “—Consolidated Results of Operations—Management Fees”.

Depreciation and Amortization

Depreciation expenses for our MR (Handysize/MR2) tanker segment decreased to $0.2 million in the six months ended June 30, 2025, from $0.3 million in the same period in 2024, as a result of the decrease in the Ownership Days of our MR (Handysize/MR2) tanker fleet. Dry-dock amortization charges increased to $0.3 million in the six months ended June 30, 2025, from $0.2 million in the same period in 2024, related to the amortization of the M/T Wonder Mimosa, which initiated and completed its scheduled dry-dock and special survey in the second and third quarters of 2024.

Six months ended June 30, 2025, as compared to the six months ended June 30, 2024 — LPG Carrier Segment

Six months ended<br><br> <br>June 30, 2024 Six months ended<br><br> <br>June 30, 2025 Change – amount
Total vessel revenues $ 7,827,547 $ 7,528,174 $ (299,373 )
Expenses:
Voyage expenses (including commissions to related party) (920,035 ) (360,353 ) 559,682
Vessel operating expenses (3,420,534 ) (3,851,595 ) (431,061 )
Management fees to related parties (756,392 ) (775,404 ) (19,012 )
Depreciation and amortization (1,855,612 ) (1,891,522 ) (35,910 )
Provision for doubtful accounts (25,369 ) — 25,369
Segment operating income $ 849,605 $ 649,300 $ (200,305 )

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Total Vessel Revenues

Total vessel revenues for our LPG carrier segment amounted to $7.5 million in the six months ended June 30, 2025, as compared to $7.8 million in the same period of 2024. This decrease of $0.3 million is mainly due to the decrease in the Available Days of our LPG carrier vessels in our fleet to 678 days in the six months ended June 30, 2025, from 728 days in the corresponding period in 2024, due to the fact that during the six months ended June 30, 2025, the LPG Dream Arrax and LPG Dream Terrax initiated and completed their scheduled dry-dock repairs. During

    the six months ended June 30, 2025, our LPG Carrier fleet earned on average a Daily TCE Rate of $10,572, compared to an average Daily TCE Rate of $9,488 earned during the same period in 2024. Daily TCE Rate is not a recognized measure under U.S.
    GAAP. Please refer to Appendix A for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. During the six months ended June 30, 2025, our LPG carriers were engaged in time charters.

Voyage Expenses

Voyage expenses for our LPG carrier segment amounted to $0.4 million and $0.9 million, respectively, in the six months ended June 30, 2025 and the same period of 2024. This decrease of $0.5 million is mainly associated with a $0.6 million decrease in bunkers consumption costs in the six months ended June 30, 2025 compared to the same period in 2024.

Vessel Operating Expenses

The increase in Vessel operating expenses for our LPG carrier segment by $0.5 million, to $3.9 million in the six months ended June 30, 2025, from $3.4 million in the same period in 2024, mainly reflects the increase in crew

and related costs in the six months ended June 30, 2025, as compared in the same period in 2024, mainly due to the increased crew changes in our fleet.

Management Fees

Management fees amounted to $0.8 million in both the six months ended June 30, 2025 and 2024.

Depreciation and Amortization

Depreciation expenses for our LPG carrier segment amounted to $1.9 million in both the six months ended June 30, 2025 and 2024. Dry-dock amortization charges in the six months ended June 30, 2025, amounted to $0.04 million, related to the amortization of the LPG Dream Arrax and LPG Dream Terrax, which initiated and completed their scheduled dry-dock and special survey in the first and second quarters of 2025. There were no dry-dock and special survey amortization charges in the six months ended June 30, 2024.

Liquidity and Capital Resources

We operate in a capital-intensive industry, and we expect to finance the purchase of additional vessels and other capital expenditures through a combination of cash from operations, borrowings from debt transactions, and proceeds from equity offerings, to the extent available and permitted. We may also receive cash from vessel sales, such as the two vessels we have agreed to sell in the third quarter of 2025. Our liquidity requirements relate to funding capital expenditures and working capital (which includes maintaining the quality of our vessels and complying with international shipping standards and environmental laws and regulations). In accordance with our business strategy, other liquidity needs may relate to funding potential investments in new vessels, financing new projects and maintaining cash reserves against fluctuations in operating cash flows. Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate liquidity.

On December 11, 2024, Toro entered into a facility agreement with Castor to provide a $100.0 million senior term loan facility to Castor (the “Term Loan”) (refer to Note 4 to our unaudited interim condensed consolidated financial statements). During the six months ended June 30, 2025, the Term Loan was fully repaid.

For the six months ended June 30, 2025, our principal sources of funds were cash from operations and  from the full repayment to us of the Term Loan.

As of June 30, 2025, and December 31, 2024, we had cash and cash equivalents of $114.7 million and $37.2 million, respectively. Cash and cash equivalents are primarily held in U.S. dollars.

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Working capital is equal to current assets minus current liabilities. As of June 30, 2025 and December 31, 2024, we had a working capital surplus of $115.9 million and $50.6 million, respectively.

We believe that our current sources of funds and those that we anticipate to internally generate for a period of at least the next twelve months from June 30, 2025, will be sufficient to fund the operations of our fleet and meet our normal working capital requirements for that period.

As of June 30, 2025, there was commitment relating to purchase agreement of a 2021-built MR tanker vessel, the M/T Wonder Altair, from an unaffiliated third party at a total purchase price of $36.25 million, amounting to $30.8 million, which represents 85% of its total purchase price, payable in cash upon delivery of the vessel. The vessel was delivered, and the $30.8 million balance of the purchase price was paid, in the third quarter of 2025.

Our medium- and long-term liquidity requirements relate to the funding of cash dividends on our Series A Preferred Shares, when declared, and expenditures relating to the operation and maintenance of our vessels. Sources of funding for our medium- and long-term liquidity requirements include cash flows from operations or new debt financing, if required.

Cash Flows

The following table summarizes our net cash flows provided by/(used in) operating, investing and financing activities for the six months ended June 30, 2025 and the six months ended June 30, 2024:

​ For the<br><br> <br>six months ended For the<br><br> <br>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

Operating Activities (from continuing operations): Net cash used in operating activities amounted to $6.5 million for the six months ended June 30, 2025, consisting of net income of $2.9 million, non-cash adjustments related to depreciation and amortization of $2.3 million, a payment of dry-dock costs of $1.0 million, stock compensation cost of $1.8 million and a net increase of $12.3 million in working capital which mainly derived from (i) an increase in accounts receivable by $0.7 million, (ii) an increase in prepaid expenses and other assets by $1.0 million, (iii) an increase in due from related parties by $12.1 million, (iv) an increase in accounts payable by $0.9 million and (v) an increase in accrued liabilities by $0.5 million.

For the six months ended June 30, 2024, net cash provided by operating activities amounted to $10.3 million, consisting of net income of $3.5 million, non-cash adjustments related to depreciation and amortization of $2.3 million, a payment of dry-dock costs of $0.2 million, stock-based compensation cost of $2.6 million and a net decrease of $2.0 million in working capital which mainly derived from (i) a decrease in accounts receivable by $0.8 million, (ii) a decrease in prepaid expenses and other assets by $0.7 million, (iii) a decrease in accounts payable by $0.3 million and (iv) an increase in deferred revenue by $0.6 million.

The $16.8 million decrease in net cash provided by operating activities in the six months ended June 30, 2025, as compared with the same period of 2024, reflects mainly the increase in due from related parties as a result of the Robin Spin-Off.

Investing Activities (from continuing operations): Net cash provided by investing activities in the six months ended June 30, 2025 amounted to $94.9 million and mainly reflects the proceeds from the repayment of the Term Loan, as offset by $5.4 million reflecting the advance deposit for the acquisition of the M/T Wonder Altair which was delivered to the Company on July 11, 2025. Net cash used in investing activities in the six months ended June 30, 2024 amounted to $3.0 million and mainly reflects the purchase of equity securities amounting to $3.1 million partially offset by $0.1 million of proceeds from sale of equity securities.

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Financing Activities (from continuing operations): Net cash used in financing activities during the six months ended June 30, 2025 amounted to $11.1 million and relates to (i) the capital contribution of $10.4 million made to Robin in connection to the Robin Spin-Off and (ii) payment to Castor of a dividend on the Series A Preferred Shares for the period from October 15, 2024 to April 14, 2025 amounting to $0.7 million.

Net cash used in financing activities during the six months ended June 30, 2024 amounted to $4.4 million and relates to (i) payment for repurchase of common shares under the Company’s share repurchase program amounting to $3.7 million and (ii) payment to Castor of a dividend on the Series A Preferred Shares for the period from October 15, 2023 to April 14, 2024 amounting to $0.7 million.

In the six months ended June 30, 2025 and 2024, the parent company (continuing operations) received the amounts of $0 and $64.6 million, respectively, representing return of capital and dividend from discontinued operations, which are eliminated upon consolidation. Also, in the six months ended June 30, 2025, the treasury manager of the parent company (continuing operations) returned to the discontinued operations the amount of $0, and in the six months ended June 30, 2024, the discontinued operations transferred to the treasury manager of the parent company (continuing operations) the amount of $30.0 million, which are eliminated in consolidation.

Critical Accounting Estimates

Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. We prepare our financial statements in accordance with U.S. GAAP. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our 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 2024 Annual Report. For a description of our significant accounting policies, please read Note 2 to our unaudited interim condensed consolidated financial statements, “Item 18. Financial Statements” in our 2024 Annual Report and more precisely “Note 2. Summary of Significant Accounting Policies” of our consolidated financial statements included in our 2024 Annual Report.

Risk Factors

The following should be read in conjunction with the risk factors previously disclosed in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024 filed with the SEC on April 15, 2025.

The tanker industry is historically cyclical and seasonal, leading to volatility in charter rates, revenue, and earnings which may adversely affect our business, financial condition and operating results.

The tanker industry is historically cyclical, leading to volatility in charter rates, revenues, and earnings. This cycle may be influenced by seasonality, geopolitical disruptions, longer voyage distances, and fluctuations in fleet size due to new deliveries, vessel demolitions, and conversions as evidenced by the clean products segment, which recorded a notable year-over-year earnings decline in the first half of 2025. Demand for tankers is closely tied to the crude oil and petroleum products markets, which are themselves cyclical and volatile. Tanker employment also depends on oil supply and demand dynamics and the balance between modern and older tonnage.

The limited activity in the Handysize/MR2 tanker newbuilding market during 2024 has continued in 2025, and, as result, the new contracting to active fleet ratio continues to remain at relatively low levels. The worldwide Handysize/MR2 tanker fleet grew by 1.7% during 2024 and growth until August, 2025, was 2.2%. The total orderbook of Handysize/MR2 tanker vessels as of the same date stood at 5% of the current fleet, with deliveries expected mainly during the next two years.

The factors affecting the supply of tanker vessel capacity are outside of our control and are unpredictable, and accordingly we may not be able to correctly assess the nature, timing and degree of changes in charter rates. Any of these factors could have a material adverse effect on our business, financial condition and operating results. In particular, a significant decrease in tanker charter rates would cause our revenues and tanker asset values to decline.

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APPENDIX A

Non-GAAP Financial Information

Daily TCE Rate. The Daily Time Charter Equivalent Rate (“Daily TCE Rate”), is a measure of the average daily revenue performance of a vessel. The Daily TCE Rate is not a measure of financial performance under U.S. GAAP (i.e., it is a non-GAAP measure) and should not be considered as an alternative to any measure of financial performance presented in accordance with U.S. GAAP. We calculate Daily TCE Rate by dividing total revenues (time charter and/or voyage charter revenues, and/or pool revenues, net of charterers’ commissions), less voyage expenses, by the number of Available Days during that period. Under a time charter, the charterer pays substantially all the vessel voyage related expenses. However, we may incur voyage related expenses when positioning or repositioning vessels before or after the period of a time or other charter, during periods of commercial waiting time or while off-hire during dry-docking or due to other unforeseen circumstances. Under voyage charters, the majority of voyage expenses are generally borne by us whereas for vessels in a pool, such expenses are borne by the pool operator. The Daily TCE Rate is a standard shipping industry performance measure used primarily to compare period-to-period changes in a company’s performance and, management believes that the Daily TCE Rate provides meaningful information to our investors because it compares daily net earnings generated by our vessels irrespective of the mix of charter types (e.g., time charter, voyage charter, pools) under which our vessels are employed between the periods while it further assists our management in making decisions regarding the deployment and use of our vessels and in evaluating our financial performance. Our calculation of the Daily TCE Rates may be different from and may not be comparable to that reported by other companies. The following table reconciles the calculation of the Daily TCE Rate for our fleet to Total vessel revenues, the most directly comparable U.S. GAAP financial measure, for the periods presented (amounts in U.S. dollars, except for Available Days):

Reconciliation of Daily TCE Rate to Total vessel revenues — Consolidated (continuing operations)

​ Six months ended<br><br> <br>June 30, Six months ended<br><br> <br>June 30,
​ 2024 2025
Total vessel revenues $ 11,847,244 $ 9,596,953
Voyage expenses – including commissions to related party (1,076,661 ) (626,994 )
TCE revenues $ 10,770,583 $ 8,969,959
Available Days 884 781
Daily TCE Rate $ 12,184 $ 11,485

Reconciliation of Daily TCE Rate to Total vessel revenues — MR (Handysize/MR2) Tanker Segment

Six months ended<br><br> <br>June 30, Six months ended<br><br> <br>June 30,
​ 2024 2025
Total vessel revenues $ 4,019,697 $ 2,068,779
Voyage expenses – including commissions to related party (156,626 ) (266,641 )
TCE revenues $ 3,863,071 $ 1,802,138
Available Days 156 103
Daily TCE Rate $ 24,763 $ 17,496

Reconciliation of Daily TCE Rate to Total vessel revenues — LPG Carrier Segment

Six months ended<br><br> <br>June 30, Six months ended<br><br> <br>June 30,
​ 2024 2025
Total vessel revenues $ 7,827,547 $ 7,528,174
Voyage expenses – including commissions to related party (920,035 ) (360,353 )
TCE revenues $ 6,907,512 $ 7,167,821
Available Days 728 678
Daily TCE Rate $ 9,488 $ 10,572

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Exhibit 99.3

EXECUTION VERSION

SHARE PURCHASE AGREEMENT

by and between

CASTOR MARITIME INC.

and

TORO CORP.

Dated as of September 29, 2025

TABLE OF CONTENTS

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

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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

ii

SHARE PURCHASE AGREEMENT, dated as of September 29, 2025 (this “Agreement”), by and between CASTOR MARITIME INC., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”),

    and TORO CORP., a corporation organized under the laws of the Republic of the Marshall Islands \(the “Investor”\).

WHEREAS, the Company desires to issue and sell to the Investor, and the Investor desires to purchase from the Company, certain newly designated Series E Cumulative Perpetual Convertible Preferred Shares, par value $0.001 per share (the “Series E Preferred Shares”),  on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01.  Definitions.

(a)  As used in this Agreement (including the recitals hereto), the following terms shall have the following meanings:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

“Articles of Incorporation” means the Amended and Restated Articles of Incorporation of the Company, as further amended or amended and restated from time to time.

“BCA” means the Business Corporations Act of the Republic of the Marshall Islands, as amended from time to time.

“Board” means the board of directors of the Company, except where the context requires otherwise.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, Cyprus or Greece are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of such commercial banks are generally open for use by customers on such day.

“Bylaws” means the Amended and Restated Bylaws of the Company, as further amended or amended and restated from time to time.

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“Common Shares” means the common shares, par value $0.001 per share, of the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Governmental Entity” means any Federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, board, court or other legislative, executive or judicial governmental entity.

“Law” means any Federal, state, local or foreign law (including the Foreign Corrupt Practices Act and the laws implemented by the Office of Foreign Assets Control, United States Department of Treasury), statute or ordinance, common law, or any rule, regulation, judgment, order, writ, injunction, decree, arbitration award, license or permit of any Governmental Entity.

“Nasdaq” shall mean the Nasdaq Capital Market, or any other Nasdaq market on which the Company’s Common Shares are traded, and their successors.

“Person” means any individual, firm, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

“Purchased Shares” means the 60,000 Series E Preferred Shares acquired by the Investor pursuant to this Agreement.

“Registrable Securities” means, as of any date of determination, (a) Common Shares of the Company (or any other shares of a class of stock of the Company or other securities of the Company or a successor entity of the Company resulting from a merger, consolidation, exchange of shares or sale of all or substantially all of the assets of the Company), issued to the Investor upon conversion of the Series E Preferred Shares of the Company (or assumed by a successor of the Company) and (b) any Common Shares received by the Investor in respect thereof in connection with any split or subdivision, dividend, distribution or similar transaction; provided that any such Common Shares shall cease to be Registrable Securities upon the earliest to occur of: (i) such Common Shares being sold pursuant to an effective registration statement under the Securities Act, (ii) such Common Shares being sold pursuant to Rule 144, (iii) such Common Shares becoming eligible for sale by the Investor pursuant to Rule 144 without volume or manner-of-sale restrictions and (iv) such Common Shares ceasing to be outstanding.

“Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such rule.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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“Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel and advisors for the Investor.

“Statement of Designation” means the statement of designation of rights, preferences and privileges of the Series E Preferred Shares to be filed with the Registry of the Marshall Islands for the establishment of the Series E Preferred Shares.

A “subsidiary” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body is (or, if there are no such voting interests, 50% or more of the equity interests of which are) owned directly or indirectly by such first Person.

“Trading Day” means a day on which Nasdaq is open for trading.

(b)          In addition to the terms defined in Section 1.01(a), the following terms have the meanings assigned thereto in the Sections set forth below:

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

ARTICLE II

Purchase and Sale of the Purchased Shares

SECTION 2.01.  Purchase and Sale.

On the terms of this Agreement and subject to the satisfaction of the conditions set forth in Sections 6.01 and 6.02, the Investor shall purchase from the Company, and the Company shall issue to the Investor, 60,000 Series E Preferred Shares of par value $0.001 each, at a price of $1,000 per share for an aggregate amount of $60,000,000. As used herein, “Aggregate Purchase Price” means the aggregate purchase price paid by the Investor for the Purchased Shares. The purchase of the Series E Preferred Shares by the Investor pursuant to this Section 2.01 is referred to as the “Investor Purchase”.

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SECTION 2.02.  Closing.

(a)          On the terms of this Agreement and subject to the conditions set forth in Sections 6.01 and 6.02, the closing of the Investor Purchase (the “Closing”) shall occur remotely via the electronic exchange of documents and signatures on the date hereof, or such other date as the Company and the Investor shall mutually agree (the date on which the Closing occurs, the “Closing Date”).

(b)          On or prior to the Closing Date, (i) the Company shall deliver or cause to be delivered to the Investor (A) this Agreement duly executed by the Company, (B) the Company’s wire instructions on Company letterhead and executed by the Company’s Chief Financial Officer, (C) (1) the certificates representing the Purchased Shares or (2) evidence that the Purchased Shares are entered on the Company's share register and recorded in the Company's books and records and (D) all other documents and certificates to satisfy the conditions set forth in Section 6.02 and (ii) the Investor shall (A) deliver or cause to be delivered to the Company this Agreement duly executed by the Investor and all other documents and certificates to satisfy the conditions set forth in Section 6.01 and (B) pay to the Company the Aggregate Purchase Price by wire transfer in immediately available U.S. federal funds to the account designated by the Company. The Company and the Investor each hereby agree that, upon payment of the Aggregate Purchase Price to the account designated by the Company, the Company shall promptly file the Statement of Designation substantially in the form set forth as Exhibit A hereto and issue 60,000 Series E Preferred Shares to the Investor.

SECTION 2.03.  Termination.

(a)  This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing by the Company or the Investor giving written notice of such termination to the other party if the Closing Date has not occurred on or prior to the tenth Business Day following the date hereof; provided, however, that the party seeking termination pursuant to this Section 2.03(a) is not in breach in any material respect of any of its representations, warranties, covenants or other agreements contained in this Agreement, and, provided further, that if the Aggregate Purchase Price or any portion thereof has been received by the Company, upon a termination pursuant to this Section 2.03 by either party the Company shall promptly return such amount to the Investor, but in no event later than the second Business Day following such termination.

(b)          In the event of such termination, this Agreement shall forthwith become wholly void and of no further force and effect without any liability or obligation on the part of the Company or the Investor, other than the provisions of this Section 2.03, Section 5.01, Section 5.02 and Article VIII (other than Section 8.05).

ARTICLE III

Representations and Warranties of the Company

The Company represents and warrants to the Investor as of the date hereof and as of the Closing Date as follows:

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SECTION 3.01.  Purchased Shares.

All of the issued and outstanding shares of capital stock of the Company have been, and the Purchased Shares will be, when issued against payment of the Aggregate Purchase Price, duly authorized and validly issued, fully paid and non-assessable and issued in compliance with all applicable Federal and state securities laws, the BCA and Articles of Incorporation and Bylaws, and such shares were not, or will not be, issued in violation of any purchase option, call option, preemptive right, resale right, subscription right, right of first refusal or similar right.

SECTION 3.02.  Organization.

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Republic of the Marshall Islands, with full corporate power and authority to own, lease and operate its properties and conduct its business and to execute and deliver this Agreement.

SECTION 3.03.  Good Standing.

The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company and the subsidiaries of the Company (the “Subsidiaries”) taken as a whole (a “Company Material Adverse Effect”).

SECTION 3.04.  Due Authorization.

The Company has all corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the Board, and this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar Laws affecting creditors’ rights generally and by general equitable principles and except as may be limited by applicable Law and public policy. No vote or other approval of the equityholders of the Company is required in connection with the execution, delivery or performance of this Agreement or to consummate the transactions contemplated by this Agreement in accordance with the terms hereof, whether by reason of applicable Law, the Articles of Incorporation or the Bylaws, the rules or requirements of any securities exchange or Nasdaq or otherwise.

5

SECTION 3.05.  No Conflicts.

The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, result in any breach or violation of or constitute a default under (or constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under or give the holder of any indebtedness (or a Person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (or result in the termination of, or in the creation or imposition of a lien, charge or encumbrance on any property or assets of the Company or any Subsidiary pursuant to) (a) the Articles of Incorporation or the Bylaws or the articles of incorporation or bylaws or similar constitutional documents of any of the Subsidiaries, (b) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument, as such agreements or instruments are amended from time to time, to which the Company or any of the Subsidiaries is a party or by which any of them or any of their respective properties may be bound or affected, (c) any Federal, state, local or foreign law, regulation or rule applicable to the Company, (d) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including the rules and regulations of Nasdaq) applicable to the Company or (e) any decree, judgment or order applicable to the Company or any of the Subsidiaries or any of their respective properties, except in the case of the foregoing clauses (b), (c), (d) and (e) as would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect.

SECTION 3.06.  No Consents Required.

The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other Federal, state, local or other governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization, other non-governmental regulatory authority, in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (a) any applicable filings with the Republic of the Marshall Islands, (b) any filings pursuant to the Securities Act in connection with the registration of the Common Shares issuance upon conversion of the Series E Preferred Shares in accordance with Annex B hereto and (c) such consents, waivers, authorizations, orders, notices, filings or registrations that have been obtained or made and are in full force and effect.

SECTION 3.07.  Anti Take-over Statutes; Anti-Takeover Laws.

Assuming the accuracy of Investor’s representations and warranties set forth in Article IV, the Company has taken all action necessary to render inapplicable to the Investor Purchase and the other transactions contemplated hereby, Section 5.1 of the Company's Articles of Incorporation, any similar provisions in the Articles of Incorporation, Bylaws or any other Company document governing the rights of shareholders, any other takeover Law or any “poison pill” or other comparable agreement designed to have the effect of delaying, deferring or discouraging any Person from acquiring control of the Company.

ARTICLE IV

Representations and Warranties of the Investor

The Investor represents and warrants to the Company as of the date hereof and as of the Closing Date as follows:

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SECTION 4.01.  Organization.

The Investor is an entity duly organized, validly existing and in good standing under the laws of the Republic of the Marshall Islands.

SECTION 4.02.  Due Authorization.

The Investor has all requisite right, power and authority, and has taken all actions necessary to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Investor. This Agreement is the legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except as such may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar Laws affecting creditors’ rights generally and by general equitable principles and except as may be limited by applicable Law and public policy.

SECTION 4.03.  No Conflicts.

The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, result in any breach or violation of or constitute a default under (or constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under or give the holder of any indebtedness (or a Person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (or result in the termination of, or in the creation or imposition of a lien, charge or encumbrance on any property or assets of the Investor pursuant to) (a) the organizational or other governing documents of the Investor, (b) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Investor is a party or by which the Investor or any of its respective properties may be bound or affected, (c) any Federal, state, local or foreign law, regulation or rule applicable to the Investor or (d) any decree, judgment or order applicable to the Investor or any of its properties, except in the case of the foregoing clauses (b), (c) and (d) as would not, individually or in the aggregate, materially and adversely affect the Investor’s ability to perform its obligations under this Agreement to which it is a party or consummate the transactions contemplated therein on a timely basis.

SECTION 4.04.  No Consents Required.

The Investor is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other Federal, state, local or other governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization, other non-governmental regulatory authority, in connection with the execution, delivery and performance of this Agreement by the Investor or the consummation by the Investor of the transactions contemplated hereby, except for (a) any applicable reporting requirements of the Exchange Act and (b) such consents, waivers, authorizations, orders, notices, filings or registrations that have been obtained or made and are in full force and effect.

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SECTION 4.05.  Financial Capability.

The Investor has available funds necessary to consummate the Closing on the terms and conditions contemplated by this Agreement and satisfy all of its obligations under this Agreement when required to do so pursuant to the terms hereof.

SECTION 4.06.  Purchaser Status.

The Investor is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act. The Investor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Shares, and has so evaluated the merits and risks of such investment. The Investor is able to bear the economic risk of an investment in the Purchased Shares for an indefinite period of time and, at the present time, is able to afford a complete loss of such investment.

SECTION 4.07.  No Reliance.

The Investor is knowledgeable about the Company, its financial condition, results of operations, assets, liabilities, properties, operations and markets in which it operates. Without derogating from or limiting the representations and warranties of the Company in Article III, the Investor (a) is not relying on the Company for any legal, tax, investment, accounting or regulatory advice, (b) has consulted with its own advisors concerning such matters and (c) has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and operations of the Company, and, in determining to proceed with the transactions contemplated by this Agreement, has relied solely on the results of such independent investigation and verification and on the representations and warranties of the Company in Article III.

SECTION 4.08.  Private Placement Consideration.

The Investor is acquiring the Purchased Shares as principal for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof and has no direct or indirect arrangement or understandings with any other Persons to distribute, offer or sell or regarding the distribution, offer or sale of such Purchased Shares (this representation and warranty not limiting the Investor’s right to sell the Purchased Shares in compliance with the transfer restrictions set forth herein and applicable Federal and state securities laws). The Investor understands and acknowledges that (a) the Purchased Shares are being sold to it pursuant to an exemption from registration under the Securities Act, (b) its representations and warranties contained herein are being relied upon by the Company as a basis for such exemption under the Securities Act and under the securities Laws of various other foreign and domestic jurisdictions, (c) no U.S. state or Federal agency has made any finding or determination as to the fairness of the terms of the sale of the Purchased Shares or any recommendation or endorsement thereof and (d) the Purchased Shares are “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under applicable securities Laws, such Purchased Shares may be resold without registration under the Securities Act only in certain limited circumstances.

8

SECTION 4.09.  Compliance.

Neither the Investor nor any of its controlling or controlled Affiliates is the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority with jurisdiction over such Person. The funds held by the Investor and used to purchase the Purchased Shares were legally derived.

The Company acknowledges and agrees that the representations contained in this Article IV shall not modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in this Agreement.

ARTICLE V

Additional Agreements

SECTION 5.01.  Confidentiality.

No public release, announcement, filing or other public disclosure concerning this Agreement or the transactions contemplated hereby shall be issued, furnished, filed or made, as the case may be, by any party without the prior consent of the Company and the Investor, except for any release, announcement, filing or other disclosure as may be required by Law or the rules or regulations of any securities exchange or Nasdaq.

SECTION 5.02.  Expenses.

Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

SECTION 5.03.  Use of Proceeds.

The Company shall use the net proceeds received by it from the sale of the Purchased Shares for capital expenditures, working capital, to make vessel or share acquisitions or for other general corporate purposes, or a combination thereof.

SECTION 5.04.  Transfer Restrictions.

The Investor shall not, without the Company’s prior written consent, at any time beginning from the date hereof and continuing to and including the date 180 days after the Closing Date, directly or indirectly, (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Purchased Shares, or publicly disclose the intention to make any offer, sale, pledge or disposition, or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Purchased Shares, whether any such transaction described in clauses (a) and (b) is to be settled by delivery of Series E Preferred Shares or any other equity security of the Company, in cash or otherwise.

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SECTION 5.05.  Removal of Legends; Transfer.

(a)        The Purchased Shares and any Common Shares issued to the Investor upon conversion of the Series E Preferred Shares (together, the “Investor’s Shares”) may only be disposed of in compliance with state and Federal securities laws. In connection with any transfer of the Investor’s Shares other than (i) to the Company or (ii) to an Affiliate of the Investor, (iii) in connection with the grant by the Investor of a pledge as contemplated in Section 5.05(b), or (iv) in a sale pursuant to effective registration statement, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Investor’s Shares under the Securities Act. Except in the case of a transfer pursuant to Clause (i) or Clause (iv) above or in an open market sale pursuant to Rule 144 of the Securities Act, as a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of the Investor under this Agreement.

(b)          The Investor agrees to the placement, so long as is required by this Section 5.05, of a legend or book entry notation on or with respect to any of the Investor’s Shares in substantially the following form:

THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION THAT WAS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

The Company acknowledges and agrees that the Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Investor’s Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, the Investor may transfer pledged or secured Investor’s Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice to the Company shall be required of such pledge. At the Investor’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Investor’s Shares may reasonably request in connection with a pledge or transfer of such Investor’s Shares, including, if such Investor’s Shares are subject to registration pursuant to Article VII, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act, or other applicable provision of the Securities Act, to appropriately amend the list of selling shareholders thereunder.

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ARTICLE VI

Conditions to Closing

SECTION 6.01.  Conditions to the Obligations of the Company.

The obligations of the Company to effect the Closing shall be subject to the satisfaction or, to the extent permitted by applicable Law, waiver by the Company of the following conditions:

(a)          all representations and warranties of the Investor in this Agreement shall be true and correct as of the Closing Date as though made on and as of such date and time;

(b)          the Investor shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing;

(c)          the Investor shall have delivered or paid, as applicable, to the Company the items set forth in Section 2.02(b)(ii); and

(d)          no provision of any applicable Law and no permanent, preliminary or temporary judgment, injunction, order or decree that has the effect of preventing, prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement shall be in effect at the Closing, and no action, claim or proceeding seeking any such judgment, injunction, order or decree shall be threatened in writing or pending at the Closing.

SECTION 6.02.  Conditions to the Obligations of the Investor.

The obligations of the Investor to effect the Closing shall be subject to the satisfaction or, to the extent permitted by applicable Law, waiver by the Investor of the following conditions:

(a)          the representations and warranties of the Company in this Agreement shall be true and correct as of the Closing Date as though made on and as of such date and time;

(b)          the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing;

(c)          the Company shall have delivered to the Investor the items set forth in Section 2.02(b)(i); and

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(d)          no provision of any applicable Law and no permanent, preliminary or temporary judgment, injunction, order or decree that has the effect of preventing, prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement shall be in effect at the Closing, and no action, claim or proceeding seeking any such judgment, injunction, order or decree shall be threatened in writing or pending at the Closing.

ARTICLE VII

Registration and Conversion Rights

SECTION 7.01.  Registration Rights.

The Company grants to the Investor the registration rights set forth in Annex B hereto with respect to any Registrable Securities for so long as the Investor is an Affiliate of the Company.

SECTION 7.02.  Conversion Rights.

The Investor undertakes that it will only exercise its conversion rights with respect to the Series E Preferred Shares in a manner that will not conflict with, result or constitute in any breach or violation of any obligations of the Company as of the date of this Agreement and/or create additional obligations and liabilities to the Company (other than for the purpose of effecting the conversion) and/or grant to or, allow the exercise by, any third party any rights.

ARTICLE VIII

Miscellaneous

SECTION 8.01.  No Other Representations or Warranties.

Each of the Investor and the Company acknowledges that, except for the representations and warranties expressly set forth in Article III and Article IV, none of the Investor, the Company or any other Person has made any express or implied representation or warranty, including with respect to the Investor, the Company, any of its Subsidiaries or their respective Affiliates or with respect to the accuracy or completeness of any other information provided, or made available, to the Investor, the Company or any of their respective Affiliates in connection with the Investor Purchase, and each of the Investor and the Company has not relied on any representation or warranty other than those expressly set forth in Article III or Article IV, as applicable.

SECTION 8.02.  Notices.

All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of delivery, if delivered personally or by e-mail prior to 5:00 p.m., in the place of delivery and such day is a Business Day; otherwise, the next Business Day, (ii) on the first Business Day following the date of dispatch if delivered express mail by a recognized overnight courier service or (iii) on the third Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid, to the parties to this Agreement at the following address or to such other address either party to this Agreement shall specify by notice given in accordance with this Section 8.02:

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(a)          if to the Company, to

Castor Maritime Inc.

223 Christodoulou Chatzipavlou Street

Hawaii Royal Gardens

3036 Limassol

Cyprus

Email: finance@castormaritime.com

Attention: Finance Department

with a copy to:

Watson Farley & Williams Greece

5th Floor, Building B

348 Syngrou Avenue

Kallithea, Athina 176 74

Greece

Email: kmexias@wfw.com

Attention : Konstantinos Mexias

(b)          if to the Investor,

Toro Corp.

223 Christodoulou Chatzipavlou Street

Hawaii Royal Gardens

3036 Limassol

Cyprus

Email:  finance@torocorp.com

Attention:  Finance Department

with a copy to:

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

Email: horton@sewkis.com

Attention: Edward Horton

SECTION 8.03.  Amendments; Waivers.

(a)          No provision of this Agreement may be amended or waived unless such amendment or waiver is in writing and signed, in the case of an amendment, by each of the Company and the Investor, or in the case of a waiver, by the party against whom the waiver is to be effective.

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(b)          The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights nor shall any single or partial exercise by any party to this Agreement of any of its rights under this Agreement preclude any other or further exercise of such rights or any other rights under this Agreement. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or otherwise.

SECTION 8.04.  Interpretation.

When a reference is made in this Agreement to “Articles” or “Sections”, such reference shall be to an Article or Section of this Agreement unless otherwise indicated.  The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “date hereof” shall refer to the date of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. All references to “$” or “dollars” mean the lawful currency of the United States of America. The terms defined in the singular have a comparable meaning when used in the plural, and vice versa. Any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section. References to a Person are also to its successors and permitted assigns.

SECTION 8.05.  Further Assurances.

Each party hereto shall do and perform or cause to be done and performed all further acts and shall execute and deliver all other agreements, certificates, instruments and documents as the other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. In connection with any breach of a representation, warranty or covenant contained in this Agreement by any party, the other party’s loss in connection with such breach shall also include any fees of counsel reasonably incurred by that other party in connection with such breach.

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SECTION 8.06.  Assignment.

Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise, by any of the parties without the prior written consent of the other party hereto. Any purported assignment without such prior written consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

SECTION 8.07.  Survival.

The representations and warranties contained herein shall survive the Closing and the delivery of the Purchased Shares for a period of three years from the Closing.

SECTION 8.08.  Construction.

The parties agree that each of them and their respective counsels have reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

SECTION 8.09.  Governing Law.

Except to the extent specifically required by the BCA, this Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), directly or indirectly, shall be governed by, construed and enforced in accordance with the laws of the State of New York, including its statutes of limitations, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. The parties declare that it is their intention that this Agreement shall be regarded as made under the laws of the State of New York and that the laws of the State of New York shall be applied in interpreting its provisions in all cases where legal interpretation shall be required, except to the extent the BCA is specifically required by such act to govern the interpretation of this Agreement.

SECTION 8.10.  Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (I) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 8.10.

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SECTION 8.11.  Consent to Jurisdiction; Enforcement.

Each of the parties (a) consents to submit itself to the personal jurisdiction of the High Court of the Marshall Islands in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (c) irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or any transaction contemplated hereby in such court and (d) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than as stated in paragraph (a) above.

SECTION 8.12.  Entire Agreement; No Third-Party Beneficiaries.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings, representations and warranties, both written and oral, between the parties and/or their Affiliates with respect to the subject matter hereof.  No provision of this Agreement shall confer upon any person other than the parties hereto any claim, clause of action, right or remedy hereunder.

SECTION 8.13.  Severability.

If one or more provisions of this Agreement are held to be unenforceable under applicable Law, such provision shall be deemed to be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforced in accordance with its terms to the maximum extent permitted by Law, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

SECTION 8.14.  Counterparts.

This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties, with the same effect as if the signatures were upon the same instrument. ^I^n the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Share Purchase Agreement as of the day and year first above written.

CASTOR MARITIME INC.
By:
/s/ Dionysios Makris
Name: Dionysios Makris
Title: Director
TORO CORP.
--- ---
By:
/s/ Petros Zavakopoulos
Name: Petros Zavakopoulos
Title: Director

[Signature Page to Share Purchase Agreement]

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ANNEX A

Form of Statement of Designation

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ANNEX B

Registration Rights

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<br> 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<br> 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<br> such registration statement declared effective as soon as possible after such filing.<br><br> <br><br><br> <br>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<br> 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.<br><br> <br>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<br> 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<br> 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,<br> 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<br> thereunder, for a period of up to 90 days.<br><br> <br><br><br> <br>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<br> 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<br> 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<br> 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.

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