EX-1.8 6 d7846280_ex1-8.htm

Exhibit 1.8

ARTICLES OF AMENDMENT TO THE
THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
TOP SHIPS INC.
PURSUANT TO SECTION 90 OF
THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT

I, Alexandros Tsirikos, as the Chief Financial Officer of TOP Ships Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands as OCEAN HOLDINGS INC. on January 10, 2000 (the "Corporation"), for the purpose of amending the Amended and Restated Articles of Incorporation of said Corporation pursuant to Section 90 of the Business Corporations Act, as amended, hereby certify that:
1.
The name of the Corporation is: TOP Ships Inc.
2.
The Articles of Incorporation were filed with the Registrar of Corporations on the 10th day of January, 2000 under the name "OCEAN HOLDINGS INC."
3.
Articles of Amendment were filed with the Registrar of Corporations on the 30th day of April, 2004, changing the name of the Corporation to "TRANS OCEAN PETROLEUM TANKERS INC."
4.
Articles of Amendment were filed with the Registrar of Corporations on the 10th day of May, 2004, changing the name of the Corporation to "TOP TANKERS INC."
5.
Articles of Amendment were filed with the Registrar of Corporations on the 27th day of May, 2004.
6.
Restated and Amended Articles of Incorporation were filed with the Registrar of Corporations on the 21st day of July, 2004.
7.
Articles of Amendment were filed with the Registrar of Corporations on the 22nd day of July, 2005.
8.
Articles of Amendment were filed with the Registrar of Corporations on the 17th day of December, 2007 changing the name of the Corporation to "TOP SHIPS INC."
9.
Articles of Amendment were filed with the Registrar of Corporations on the 20th day of March, 2008.

10.
The Second Restated and Amended Articles of Incorporation were filed with the Registrar of Corporations on the 17th day of September, 2009.
11.
The Third Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations on the 23rd day of June, 2011.
12.
Articles of Amendment were filed with the Registrar of Corporations on the 17th day of April, 2014.
13.
Articles of Amendment were filed with the Registrar of Corporations on the 16th day of February, 2016.
14.
A Certificate of Correction was filed with the Registrar of Corporations on the 14th day of February, 2017.
15.
Articles of Amendment were filed with the Registrar of Corporations on the 10th day of May, 2017.
16.
Articles of Amendment were filed with the Registrar of Corporations on the 22nd day of June, 2017.
17.
Articles of Amendment were filed with the Registrar of Corporations on the 2nd day of August, 2017.
18.
Section D of the Third Amended and Restated Articles of Incorporation is hereby amended by adding the following paragraph:
"(d)          Reverse Stock Split.  Effective with the commencement of business on October 6, 2017, the Corporation shall effect a one-for-two reverse stock split as to its issued and outstanding shares of common stock, par value $0.01 per share.  No fractional shares shall be issued and any fractional shares shall be cancelled.  As a result of the reverse stock split, the number of issued and outstanding shares of the Corporation's common stock, par value $0.01 per share, shall decrease from 14,162,104 to 7,081,052 as adjusted for the cancellation of fractional shares and which may be further adjusted for the cancellation of additional fractional shares.  The reverse stock split shall not change the number of registered shares of common stock, par value $0.01 per share, the Corporation is authorized to issue or the par value of the common stock. The stated capital of the Corporation is hereby reduced from $141,621.04 to $70,810.52 which may be further adjusted for the cancellation of fractional shares, and the amount of $70,810.52 which may be further adjusted for the cancellation of fractional shares, is allocated to surplus."
19.
All of the other provisions of the Third Amended and Restated Articles of Incorporation shall remain unchanged.

20.
This amendment to the Third Amended and Restated Articles of Incorporation was authorized by vote of the holders of a majority of all outstanding shares of the Corporation with a right to vote thereon at the meeting of shareholders of the Corporation held on June 9, 2017.
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IN WITNESS WHEREOF, I have executed this Amendment to the Third Amended and Restated Articles of Incorporation on this 5th day of October, 2017.

     
     
     
   
/s/ Evangelos Pistiolis
   
Name: Evangelos Pistiolis
   
Title:   Chief Executive Officer