UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2019

Commission File Number 001-37889

TOP SHIPS INC.

(Translation of registrant's name into English)

1 VAS. SOFIAS & MEG.

ALEXANDROU STREET

151 24, MAROUSSI

ATHENS, GREECE

(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

On November 6, 2019, TOP Ships Inc. (the "Company") entered into a placement agent agreement with Maxim Group LLC relating to the sale of the Company’s securities (the “Placement Agent Agreement”).  Pursuant to the Placement Agent agreement, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors in connection with a registered direct offering of an aggregate of 4,200,000 of the Company's common shares at a public offering price of $2.00 per share (the “Registered Offering”).  Concurrently with the Registered Offering and pursuant to the Purchase Agreement, the Company also commenced a private placement whereby it issued and sold Class A warrants to purchase up to 4,200,000 of the Company's common shares and Class B warrants to purchase up to 4,200,000 of the Company's common shares.

Attached hereto as Exhibit 1 is a copy of the Placement Agent Agreement.

Attached hereto as Exhibit 2 is a copy of the Securities Purchase Agreement.

Attached hereto as Exhibit 3 is a copy of the Form of Class A Common Stock Purchase Warrant.

Attached hereto as Exhibit 4 is a copy of the Form of Class B Common Stock Purchase Warrant.

Attached hereto as Exhibit 5.1 is the opinion of Seward & Kissel LLP relating to the Securities.

Attached hereto as Exhibit 99.1 is a copy of the press release entitled: “TOP Ships Inc. Announces Pricing Of $8.4 Million Registered Direct Offering.”

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. 333-215577) and Form F-3 (File No. 333-234281) that were filed with the SEC and became effective on February 1, 2017 and November 4, 2019, respectively.

SIGNATURES

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.

	TOP SHIPS INC.
	(Registrant)
Dated:  November 7, 2019	By: /s/ Evangelos Pistiolis
	Evangelos Pistiolis Chief Executive Officer