Top Ships (TOPS) plans offer of common stock, warrants

December 1, 2022 2:38 PM EST

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Top Ships (NASDAQ: TOPS) disclosed:

We are offering on a best-efforts basis up to 4,966,887 Units, each consisting of one common share and one Class C Warrant to purchase one common share, for gross proceeds of approximately $15.0 million based on an assumed public offering price of $3.02 per Unit, equal to the closing price of our common shares on the Nasdaq Capital Market, or Nasdaq, on November 30, 2022. The actual public offering price per Unit will be determined between us, the Placement Agent and the investors in the offering, and may be at a discount to the current market price of our common shares. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final public offering price.
Each Class C Warrant will be immediately exercisable for one common share at an exercise price of $ per share (not less than 100% and not more than 120% of the public offering price of each Unit sold in this offering) and expire five years after the issuance date.
We are also offering to each purchaser of Units that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding common shares immediately following the consummation of this offering the opportunity to purchase Units consisting of one pre-funded warrant (in lieu of one common share) and one Class C Warrant. A holder of pre-funded warrants will not have the right to exercise any portion of its pre-funded warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of common shares outstanding immediately after giving effect to such exercise. Each pre-funded warrant will be exercisable for one common share. The purchase price of each Unit including a pre-funded warrant will be equal to the price per Unit including one common share, minus $0.0001, and the remaining exercise price of each pre-funded warrant will equal $0.0001 per share. The pre-funded warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time until all of the pre-funded warrants are exercised in full. For each Unit including a pre-funded warrant we sell (without regard to any limitation on exercise set forth therein), the number of Units including a common share we are offering will be decreased on a one-for-one basis. The common shares and pre-funded warrants, if any, can each be purchased in this offering only with the accompanying Warrant as part of a Unit, but the components of the Units will immediately separate upon issuance. See “Description of Securities We Are Offering” in this prospectus for more information.
The common shares sold in this offering include preferred stock purchase rights that trade with the common shares. We are also registering the common shares issuable from time to time upon exercise of the Class C Warrants and pre-funded warrants included in the Units offered hereby.
Our common shares are listed on Nasdaq under the symbol “TOPS”.
The market price and trading volume of our common shares have very recently and at certain other times in the past exhibited, and may continue to exhibit, extreme volatility, including within a single trading day. Such volatility could cause purchasers of our common shares to incur substantial losses. For example, on November 30, 2022, the trading price of our common shares ranged from an intra-day high of $4.38 to an intra-day low of $2.03, on trading volume of approximately 23.6 million shares, and on October 5, 2022, the trading price of our common shares ranged from an intra-day high of $11.60 to an intra-day low of $5.28, on trading volume of approximately 40.8 million shares. During the period from January 1, 2022 to November 30, 2022, the trading price of our common shares has fluctuated from an intra-day high of $32.80 on March 7, 2022 to an intra-day low of $2.02 on November 29, 2022, with an average daily trading volume of approximately 800,000 shares. With respect to certain such instances of trading volatility, including on November 30, 2022, we are not aware of any material changes in our financial condition or results of operations that would explain such price volatility or trading volume, which we believe reflect market and trading dynamics unrelated to our operating business or prospects and outside of our control. We are thus unable to predict when such instances of trading volatility will occur or how long such dynamics may last. Under these circumstances, we would caution you against investing in our common shares unless you are prepared to incur the risk of incurring substantial losses.
There is no established trading market for the pre-funded warrants or the Class C Warrants, and we do not expect an active trading market to develop. We do not intend to list the pre-funded warrants or the Class C Warrants on any securities exchange or other trading market. Without an active trading market, the liquidity of these securities will be limited.

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