SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2020
Commission File Number 001-37889
TOP SHIPS INC.
(Translation of registrant's name into English)
1 VAS. SOFIAS & MEG.
151 24, MAROUSSI
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ].
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an
attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ].
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report
or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the
rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if
discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
TOP Ships Inc. (the “Company”) announced today that it exercised the previously announced option for the purchase from a
company affiliated with the Company’s Chief Executive Officer of the other 50% ownership interest in two Marshall Island companies (the “SPVs”) that each own one ultra-high specification` scrubber-fitted 158,000 dwt eco Suezmax tanker, both
currently under construction in Hyundai Heavy Industries shipyard in South Korea (“Hyundai”). The Company has now exercised both purchase options and the consideration due under the options is $22.0 million, which will be paid in installments
through the vessels’ delivery dates.
Following the exercise of these options, the Company’s installments due to Hyundai amount to $122.4 million for the two
vessels and are payable in accordance with key milestones. The Company intends to enter into financing arrangements for the vessels prior to their delivery from the shipyard.
The exercises of the 50% purchase options in the two SPVs were approved by a special committee composed of independent
members of the Company's board of directors, (the “Transaction Committee”). The Transaction Committee obtained a fairness opinion relating to the purchase price of the SPVs from an independent financial advisor at the time the Company initially
entered into the agreement.
The information contained in this report on Form 6-K is hereby incorporated by reference into the Company's registration
statement on Form F-3 (File No. 333-234281) that was filed with the SEC and became effective on November 4, 2019.
Cautionary Note Regarding Forward-Looking Statements
Matters discussed in this press release may constitute “forward-looking statements” within the meaning of the U.S. federal securities laws. The
Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements
concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.
The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including
this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify
forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical
operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.
For further information please contact:
Chief Financial Officer
TOP Ships Inc.
Tel: +30 210 812 8107
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Chief Executive Officer