Top Ships (TOPS) Enters $3M Conv. Preferred Securities Purchase Agreement

November 23, 2016 8:31 AM EST

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TOP Ships Inc. (Nasdaq: TOPS) announced that it has entered into a definitive securities purchase agreement with an institutional investor to raise approximately $3 million in a private placement of 3,160 Series B Convertible Preferred Shares, which are convertible into common shares of the Company (with the number of common shares issuable subject to adjustment as described therein). The Company closed on the initial portion of 1,579 Series B Convertible Preferred Shares on November 22, 2016 for total gross proceeds of approximately $1.5 million.

The Company’s common shares are listed on the Nasdaq Capital Market under the symbol “TOPS.” Currently, the Company has 5,680,241 common shares issued and outstanding. The Series B Convertible Preferred Shares will not be listed on any national securities exchange and have no established public trading market and the Company does not expect a market to develop for the Series B Convertible Preferred Shares.

The conversion of the Series B Convertible Preferred Shares may result in an adjustment of the exercise price of the Company’s outstanding warrants which were issued on June 11, 2014.

The securities to be sold in the private placement will not be registered under the Securities Act of 1933, as amended, or state securities laws as of the time of issuance and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. The Company has agreed to file one or more registration statements with the SEC registering the common shares issuable upon conversion of the Series B Convertible Preferred Shares.

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.



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