TOP Ships Inc. filed a Form 6-K with the U.S. Securities and Exchange Commission for the month of November 2026, disclosing a Securities Purchase Agreement dated October 27, 2026, under which the company sold Senior Convertible Notes, Class D warrants, and commitment shares to an institutional investor in a private placement.

Key Highlights

  • Initial Closing completed October 28, 2026: The company sold Initial Notes with an aggregate principal amount of $5,555,555.56, Initial Warrants to purchase $5,555,555.56 of common shares, and 992,064 Initial Commitment Shares for aggregate proceeds of $5,000,000.
  • Potential Second Closing: A second tranche of $5,000,000 in proceeds is possible, with Second Close Notes of $5,555,555.56 principal and matching Class D warrants, subject to multiple conditions.
  • Commitment Shares set at 5%: Commitment shares at each closing equal 5% of the face value of principal amounts of the notes issued at that closing, divided by the Fixed Conversion Price.
  • Private placement exemption cited: The securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.
  • Use of proceeds restricted: According to the filing, net proceeds are designated for working capital and may not be used, among other things, for redemption of common shares or equivalents for two months following the Initial Closing, settlement of outstanding litigation, or in violation of the Foreign Corrupt Practices Act.
  • Issuance lockup imposed: The company agreed not to issue or announce any common shares or common share equivalents for thirty trading days from each applicable closing, with certain exceptions, and variable-priced securities are restricted for six months after each closing's effective date.
  • Participation right granted: The Purchaser received the right to participate in future offerings of up to 50% of the total offering on the same terms, for a defined period after the notes' aggregate principal falls below 5% of issuance amounts.

TOP Ships Discloses Senior Convertible Note Private Placement Terms and Second Closing Conditions

According to the Form 6-K filed for the month of November 2026, TOP Ships Inc. (NYSE American:TOPS) executed a Securities Purchase Agreement on October 27, 2026, with an unnamed institutional investor. The Initial Closing was consummated on October 28, 2026, with the company selling Initial Notes carrying a principal amount of $5,555,555.56, Class D warrants to purchase $5,555,555.56 worth of common shares (par value $0.01 per share), and 992,064 Initial Commitment Shares, all for aggregate consideration of $5,000,000.

The filing describes a potential Second Closing on identical economic terms, also for $5,000,000 in proceeds, contingent on ten specified conditions. These conditions include, among others, that no event of default has occurred under the Notes, that the closing price of the company's common shares equals or exceeds $1.00 per share on the preceding trading day, that the average daily dollar trading volume over the prior five consecutive trading days equals or exceeds $200,000, and that the outstanding principal balance of the Initial Notes is less than $2,500,000 at the time of the Second Closing. The filing also specifies that the common shares must remain listed on a Trading Market without suspension or pending delisting.

The company disclosed that the Purchaser received a participation right in future offerings, allowing collective participation of up to 50% of any such offering on the same terms, conditions, and price. The filing states that net proceeds will be used for working capital purposes, and the filing notes that the description of the Securities Purchase Agreement "does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Securities Purchase Agreement," which was filed as Exhibit 10.1.

What Was Disclosed

TOP Ships Inc. disclosed the execution and Initial Closing of a Securities Purchase Agreement involving Senior Convertible Notes totaling $5,555,555.56 in principal, Class D warrants, and 992,064 commitment shares sold to an institutional investor for $5,000,000, with a potential second tranche subject to specified conditions.