UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT

Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

TORO CORP.

(Name of Subject Company (Issuer))

TORO CORP.

(Names of Filing Person(s) (Issuer))

Common Shares, Par Value $0.001 per share, including associated Preferred Share Purchase Rights

under the Shareholder Protection Rights Agreement

(Title of Class of Securities)

 

Y8900D108

(CUSIP Number of Class of Securities)

 

Petros Panagiotidis, Chairman and Chief Executive Officer

TORO CORP.

223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus

Phone number: + 357 25 357 768

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person(s))

Copies to:

Finnbarr Murphy, Esq.

Goodwin Procter LLP

The New York Times Building

620 Eighth Avenue

New York, New York 10018

(212) 459-7257

July 10, 2025

(Date Tender Offer First Published, Sent or Given to Security Holders)

 ☐
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which this statement relates:

 ☐
third-party tender offer subject to Rule 14d-1.

☒
issuer tender offer subject to Rule 13e-4.

 ☐
going-private transaction subject to Rule 13e-3.

 ☐
amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☒

EXPLANATORY NOTE

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and supplemented, the “Schedule TO”), originally filed with the United States Securities and Exchange Commission (the “SEC”) by Toro Corp., a Marshall Islands corporation (“Toro” or the “Company”), on July 10, 2025, relating to the offer by the Company to purchase up to 4,500,000 of its common shares (the “Shares”) of its common stock, par value of $0.001 per share, including the associated preferred share purchase rights issued pursuant to the Shareholder Protection Rights Agreement, by and between the Company and Broadridge Corporate Issuer Solutions, Inc., as rights agent, at a price of $2.75 per share, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 10, 2025 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal”), which together constitute the “Offer.” This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.

Except as otherwise set forth in this Amendment No. 1, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 1. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

The Schedule TO is hereby amended and supplemented as follows:

Item 11.
Additional Information

Subsection (c) of “Item 11. Additional Information” is hereby amended by adding the following:

(c)
Other Material Information: On August 11, 2025, the Company issued a press release announcing the final results of the Offer, which expired at 5:00 P.M., Eastern time, on August 7, 2025. 20,344 Shares were validly tendered and not properly withdrawn prior to expiration of the Offer. The Company expects to accept all of those Shares for purchase in accordance with the terms of the Offer. A copy of such press release is filed as Exhibit (a)(5) to this Amendment No. 1 and is incorporated by reference herein.

Item 12. Exhibits.

(a)			(a)(1)(A)*			Offer to Purchase dated July 10, 2025.
			(a)(1)(B)*			Letter of Transmittal.
			(a)(1)(C)*			Notice of Guaranteed Delivery.
			(a)(1)(D)*			Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated July 10, 2025.
			(a)(1)(E)*			Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated July 10, 2025.
			(a)(1)(F)*			Press Release dated July 10, 2025.
			(a)(2)			Not Applicable.
			(a)(3)			Not Applicable.
			(a)(4)			Not Applicable.
			(a)(5)**			Press Release dated August 11, 2025.
			(b)			Not Applicable.
			(d)(1)			Shareholder Protection Rights Agreement by and between Toro and Broadridge Corporate Issuer Solutions, Inc., as rights agent (incorporated by reference to Exhibit 4.1 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023).
			(d)(2)			Master Management Agreement by and among Toro, its shipowning subsidiaries and Castor Ships S.A. (incorporated by reference to Exhibit 4.3 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023).
			(d)(3)			Contribution and Spin-Off Distribution Agreement between Toro and Castor Maritime Inc. (incorporated by reference to Exhibit 4.2 to Toro’s annual report on Form 20-F filed with the SEC on March 8, 2023).
			(d)(4)			Contribution and Spin-Off Distribution Agreement between Toro Corp and Robin Energy Ltd., dated as of April 14, 2025 (incorporated by reference to Exhibit 4.8 to Toro’s annual report on Form 20-F filed with the SEC on April 15, 2025).
			(g)			Not Applicable.
			(h)			Not Applicable.
b)			Not Applicable.
c)			Filing Fee Table.*

*
Previously filed.

**
Filed herewith

Item 13. Information Required by Schedule 13E-3.

Not Applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TORO CORP.
By:			/s/ Petros Panagiotidis
Name:			Petros Panagiotidis
Title:			Chairman and Chief Executive Officer
			Dated: August 11, 2025