TOP Ships announced the pricing of an underwritten public offering of 1,580,000 common shares (or pre-funded warrants to purchase common shares in lieu thereof) and warrants to purchase up to 1,580,000 of the Company’s common shares.
Each common share is being sold together with one warrant to purchase one common share at a combined price to the public of $6.30 per share and warrant. The common shares or pre-funded warrants and the accompanying warrants can only be purchased together in this offering, but will be issued separately and will be immediately separable upon issuance. Gross proceeds, before underwriting discounts and commissions and estimated offering expenses, are expected to be $9.95 million.
The warrants will be immediately exercisable at a price of $8.19 per common share and will expire on December 31, 2019. There is not expected to be any trading market established for the warrants. The warrants also provide that if during the period of time between the date that is the earlier of (i) 30 days from the closing date and (ii) the trading day on which a total of more than 4.74 million common shares have traded since the closing date of this offering and if the volume weighted-average price of the common shares immediately prior to the exercise date is lower than the then-applicable exercise price per share, each warrant may be exercised, at the option of the holder, on a cashless basis for 0.7 of a common share.
The offering is expected to close on or about September 13, 2019, subject to customary closing conditions.
Maxim Group LLC is the sole bookrunning manager in connection with the offering.