TOPS · Top Ships Inc.

Top Ships Inc. has secured a flexible equity financing facility with B. Riley Principal Capital II, allowing the company to sell up to $50 million of its common shares over a 36-month period at its sole discretion. The purchase price is set at 97% of the volume-weighted average price (VWAP) during the applicable valuation period, providing a modest discount to market. The agreement includes a minimum price threshold of $1.00 per share and volume limitations to prevent excessive dilution. A commitment fee of 1% ($500,000) is payable, with $150,000 already paid. The company has filed a registration statement covering 50 million shares for resale by B. Riley. Proceeds are intended for general corporate purposes, including working capital, debt repayment, and fleet expansion, such as the construction of nine MR chemical/product oil tankers. This facility provides Top Ships with access to capital without the obligation to draw, offering flexibility to fund growth initiatives opportunistically. However, potential dilution to existing shareholders could be significant if the company elects to sell shares at low prices. The agreement contains standard termination provisions, including upon bankruptcy, delisting, or mutual consent.