Form SCHEDULE 13D/A TOP SHIPS INC. Filed by: Family Trading Inc.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 42)*
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TOP SHIPS INC. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
Pinelopi Athanasia Platsouka 11 Kanari Street,, Athens, J3, 106 71 30 210 364 0030 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/18/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Family Trading Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MARSHALL ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,930,718.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
39.25 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to row 13: See Item 5(a).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
3 Sororibus Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CYPRUS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,930,718.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
39.25 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to rows 8, 10 and 11: 3 Sororibus Trust is an irrevocable trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis, the President, Chief Executive Officer and Director of the Issuer. 3 Sororibus Trust is the sole shareholder of Family Trading Inc., a Marshall Islands corporation and may be deemed to beneficially own all of the Common Shares beneficially owned by Family Trading, Inc.
Note to rows 8, 10 and 11: Includes 2,930,718 Common Shares held by Family Trading Inc.
Note to row 13: See Item 5(a).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Evangelos J. Pistiolis | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
GREECE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
440,711.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.90 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to row 13: See Item 5(a).
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
TOP SHIPS INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
20 Iouliou Kaisara Str, Paiania, Athens,
GREECE
, 19002. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 42 (this "Amendment No. 42") amends and supplements the Schedule 13D/A filed with the U.S. Securities and Exchange Commission (the "Commission") by Mr. Evangelos J. Pistiolis, Family Trading Inc. ("Family Trading") and 3 Sororibus Trust (the "Trust") on May 5, 2026 (as amended, the "Schedule 13D"). This Amendment No. 42 is being filed on behalf of Mr. Evangelos J. Pistiolis, Family Trading and 3 Sororibus Trust (collectively, the "Reporting Persons"). This Amendment No. 42 is being filed to reflect a decrease in beneficial ownership of Common Shares (as defined in Item 1) by the Reporting Persons as a result of the issuance of 47,274 Common Shares by the Issuer (as defined in Item 1) from May 6, 2026 through May 12, 2026 pursuant to sales completed under the equity distribution agreement dated May 24, 2024 between the Issuer and Maxim Group LLC (the "ATM") and the issuance of 1,887,803 Common Shares by the Issuer (as defined in Item 1) on May 18, 2026 pursuant to sales completed under the common stock purchase agreement dated April 24, 2026 with B. Riley Principal Capital II, LLC (the "ELOC").
Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Schedule 13D/A filed with the Commission on May 5, 2026.
Item 1. Security and Issuer
This Amendment No. 42 is being filed with respect to the shares of common stock, par value $0.01 per share (the "Common Shares") of TOP Ships Inc., a corporation incorporated in the Marshall Islands (the "Issuer").
The address of the principal executive offices of the Issuer is:
20 Iouliou Kaisara Str
19002 Paiania, Athens
Greece | ||
| Item 2. | Identity and Background | |
| (a) | The business address of the Trust is Giagkou Tornariti 8, 3035 Limassol, Cyprus. The Trust is an irrevocable trust established under the laws of Cyprus for the benefit of certain family members of Evangelos Pistiolis, the President, Chief Executive Officer and Director of the Issuer. Alexandros Economou is the trustee (the "Trustee") of the Trust. The Trust is the sole shareholder of Family Trading. Except as set forth herein, there are no material changes to this Item 2 from the Schedule 13D/A filed by the Reporting Persons with the Commission on May 5, 2026. | |
| (b) | Item 2(a) of this Amendment No. 42 is incorporated by reference into this Item 2(b). | |
| (c) | Item 2(a) of this Amendment No. 42 is incorporated by reference into this Item 2(c). | |
| (d) | To the best of the Reporting Persons' knowledge, none of the persons listed in Item 2, including the Trustee, have, during the last five years been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. | |
| (e) | Item 2(d) of this Amendment No. 42 is incorporated by reference into this Item 2(e). | |
| (f) | Item 2(a) of this Amendment No. 42 is incorporated by reference into this Item 2(f). | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
This Amendment No. 42 is being filed to reflect a decrease in beneficial ownership of Common Shares by the Reporting Persons as a result of the issuance of 47,274 Common Shares by the Issuer from May 6, 2026, through May 12, 2026, pursuant to sales completed under the ATM and the issuance of 1,887,803 Common Shares by the Issuer on May 18, 2026, pursuant to sales completed under the ELOC.
Except as set forth herein, there are no material changes to this Item 3 from the Schedule 13D/A filed by the Reporting Persons with the Commission on May 5, 2026. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | According to information received from the Issuer, as of May 18, 2026, there were 7,467,223 Common Shares issued and outstanding.
Based on the foregoing, the Reporting Persons report beneficial ownership of the following Common Shares:
Family Trading may be deemed to beneficially own 2,930,718 Common Shares, representing approximately 39.25% of the outstanding Common Shares. This percentage ownership is based on 7,467,223 Common Shares issued and outstanding as of May 18, 2026. Family Trading has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 2,930,718 Common Shares. Family Trading has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 2,930,718 Common Shares.
The Trust may be deemed to beneficially own 2,930,718 Common Shares, representing approximately 39.25% of the outstanding Common Shares. This percentage ownership is based on 7,467,223 Common Shares issued and outstanding as of May 18, 2026. The Trust has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 2,930,718 Common Shares. The Trust has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 2,930,718 Common Shares.
Voting and disposition of the Common Shares held by the Trust requires the approval of the Trustee of the Trust.
Mr. Evangelos J. Pistiolis may be deemed to beneficially own 440,711 Common Shares, representing approximately 5.90% of the outstanding Common Shares. This percentage ownership is based on 7,467,223 Common Shares issued and outstanding as of May 18, 2026. Mr. Evangelos J. Pistiolis has the sole power to vote or direct the vote of 440,711 Common Shares and the shared power to vote or direct the vote of 0 Common Shares. Mr. Evangelos J. Pistiolis has the sole power to dispose or direct the disposition of 440,711 Common Shares and the shared power to dispose or direct the disposition of 0 Common Shares.
Except as described above, to the best knowledge of the Reporting Persons, no other Common Shares are beneficially owned by the persons named in response to Item 2.
If the Reporting Persons were deemed to have formed a Section 13(d) group, such group would be deemed to beneficially own an aggregate of 3,371,429 Common Shares for the purpose of Rule 13d-3 under the Act, which would constitute approximately 45.15% of the issued and outstanding Common Shares and represent approximately 45.15% of the total voting power of the issued and outstanding Common Shares as of May 18, 2026. This percentage ownership is based on 7,467,223 Common Shares issued and outstanding as of May 18, 2026. In no case do any of the Reporting Persons have or share voting or investment power with respect to the entirety of that number of Common Shares.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than to the extent they directly hold Common Shares, reported on this Schedule 13D) is the beneficial owner of Common Shares referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this Schedule 13D is filed constitute a "group." | |
| (b) | Item 5(a) of this Amendment No. 42 is incorporated by reference into this Item 5(b). | |
| (c) | Except for those transactions described herein (see Item 3), to the best knowledge of the Reporting Persons, no other transactions in the Common Shares were effected by the persons named in response to Item 2 during the past 60 days. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Shares beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 Joint Filing Undertaking (incorporated by reference to Exhibit A of Amendment No. 39 to Schedule 13D previously filed with the Commission on February 14, 2024).
Exhibit 2 Statement of Designation of Rights, Preferences and Privileges of Series G Perpetual Convertible Preferred Shares of TOP Ships Inc. (incorporated by reference to Exhibit 2.8 of the Issuer's Annual Report on Form 20-F, filed with the Commission on April 1, 2026). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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