TOP Ships Inc. Announces Pricing of Approximately $10 Million Underwritten Public Offering
September 11 2019 - 9:15AM
TOP Ships Inc. (the “Company”) (NASDAQ:TOPS) announces the pricing
of an underwritten public offering of 1,580,000 common shares (or
pre-funded warrants to purchase common shares in lieu thereof) and
warrants to purchase up to 1,580,000 of the Company’s common
shares. Each common share is being sold together with one warrant
to purchase one common share at a combined price to the public of
$6.30 per share and warrant. The common shares or pre-funded
warrants and the accompanying warrants can only be purchased
together in this offering, but will be issued separately and will
be immediately separable upon issuance. Gross proceeds, before
underwriting discounts and commissions and estimated offering
expenses, are expected to be $9.95 million.
The warrants will be immediately exercisable at
a price of $8.19 per common share and will expire on December 31,
2019. There is not expected to be any trading market established
for the warrants. The warrants also provide that if during the
period of time between the date that is the earlier of (i) 30 days
from the closing date and (ii) the trading day on which a total of
more than 4.74 million common shares have traded since the closing
date of this offering and if the volume weighted-average price of
the common shares immediately prior to the exercise date is lower
than the then-applicable exercise price per share, each warrant may
be exercised, at the option of the holder, on a cashless basis for
0.7 of a common share.
The offering is expected to close on or about
September 13, 2019, subject to customary closing conditions.
Maxim Group LLC is the sole bookrunning manager
in connection with the offering.
The offering is being conducted pursuant to the
Company’s registration statement on Form F-1 (File No. 333-232851)
previously filed with and subsequently declared effective by the
Securities and Exchange Commission (“SEC”) on September 11, 2019. A
final prospectus relating to the offering will be filed with the
SEC and will be available on the SEC’s website at
http://www.sec.gov. Electronic copies of the final prospectus
relating to this offering, when available, may be obtained from
Maxim Group LLC, 405 Lexington Avenue, 2nd Floor, New York, NY
10174, at (212) 895-3745. Before investing in this offering,
interested parties should read in their entirety the registration
statement that the Company has filed with the SEC, which provides
additional information about the Company and this offering.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any state or
other jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About TOP Ships Inc.TOP Ships
Inc. (NASDAQ:TOPS) is an international owner and operator of
modern, fuel efficient “ECO” tanker vessels currently focusing on
the transportation of crude oil and petroleum products.
Cautionary Note Regarding
Forward-Looking StatementsMatters discussed in this press
release may constitute “forward-looking statements” within the
meaning of the U.S. federal securities laws. The Private
Securities Litigation Reform Act of 1995 provides safe harbor
protections for forward-looking statements in order to encourage
companies to provide prospective information about their business.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements, which are other than
statements of historical facts.
The Company desires to take advantage of the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995 and is including this cautionary statement in
connection with this safe harbor legislation. The words “believe,”
“anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,”
“potential,” “may,” “should,” “expect” “pending” and similar
expressions identify forward-looking statements. The
forward-looking statements in this press release are based upon
various assumptions, many of which are based, in turn, upon further
assumptions, including without limitation, our management's
examination of historical operating trends, data contained in our
records and other data available from third parties. Although we
believe that these assumptions were reasonable when made, because
these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible
to predict and are beyond our control, we cannot assure you that we
will achieve or accomplish these expectations, beliefs or
projections.
For further information please
contact:
Alexandros TsirikosChief Financial OfficerTOP
Ships Inc.Tel: +30 210 812 8107Email: atsirikos@topships.org
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