TOP SHIPS INC. (TOPS) Form 424B3 — Nov 2, 2026
TOP Ships Inc. entered a Securities Purchase Agreement dated October 27, 2026 with an institutional investor to issue up to $11.1M face amount of Senior Convertible Notes plus Class D Warrants in two closings. The Initial Closing closed October 28, 2026, raising $5,000,000 gross; a second $5,000,000 closing is conditional on, among other things, the stock closing at or above $1.00 and adequate trading volume. The terms are heavily dilutive and investor-favorable: notes convert at $0.28 fixed or via an alternate price of 85% of the lowest 10-day VWAP (floored at $0.50), bear 8-10% interest rising to 18% on default, and rank senior to all obligations except vessel-secured debt.
Key figures
- Debt Amount
- 10000000
- Interest Rate
- 8.0% cash / 10.0% paid in shares; 18% during event of default
- Maturity Date
- 12 months from issuance, extendable to 18 months with 5% principal increase
- Gross Proceeds
- $5,000,000 received at Initial Closing; $5,000,000 potential at Second Closing
- Floor price
- $0.50
- Warrant term
- 5 years, exercise price $0.28
- Commitment shares
- 5% of note face value per closing
- Placement agent fee
- 6.0% of gross proceeds
- Alternate conversion
- 85% of lowest 10-day VWAP, floor $0.50
- Minimum resale price
- $0.40
- Fixed conversion price
- $0.28
- Mandatory redemption premium
- 110% of principal
- Initial commitment shares issued
- 992064
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