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 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2020
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 office)
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.
On August 17, 2020, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(c) Exhibit 99.1. Press release dated August 17, 2020
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.
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) | ||
| Date: August 17, 2020 | /s/ Evangelos J. Pistiolis | |
| Evangelos J. Pistiolis | ||
| Chief Executive Officer | ||
EXHIBIT 99.1
Top Ships Announces Share Repurchase Program, Fleet Update and Estimate of Net Asset Value
ATHENS, Greece, Aug. 17, 2020 (GLOBE NEWSWIRE) -- TOP Ships Inc. (NASDAQ: TOPS) (the “Company”) today announced a share repurchase program and fleet update.
Share Repurchase Program
The Company’s Board of Directors (the “Board”) today authorized a share repurchase program under which the Company may repurchase up to $5.1m of its outstanding common shares, representing approximately 10% of the Company’s market capitalization as of August 14, 2020, for a period of three months (the “Repurchase Program”). The Board will periodically review the Company’s Repurchase Program, and may decide to extend its term or increase the authorized amount, by another 10% to 15%, that may be repurchased thereunder.
Under the Repurchase Program, the Company may repurchase common shares in privately negotiated or open-market transactions in accordance with applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and pursuant to a trading plan adopted in accordance with Rule 10b5‐1 of the Securities Exchange Act of 1934.
The specific timing and amount of repurchases, if any, will be at the discretion of the Company’s management team, and will depend upon a variety of factors, including market conditions, regulatory requirements, capital allocation alternatives, and other corporate considerations. The Company is not obligated under the program to purchase any common shares. The repurchase program may be suspended or discontinued at any time.
Fleet Update
| Fleet Profile | As of August 17, 2020, our fleet consisted of ten 50,000 dwt product/chemical tankers, out of which 2 are owned 50%, and two 159,000 dwt suezmax tankers. We also have newbuilding contracts for the construction of three scrubber-fitted 50,000 dwt product/chemical tankers and, and two scrubber-fitted suezmax tankers. Our newbuilding vessels are expected to be delivered to us during the first half of 2021. Following the delivery of our last newbuilding, our fleet will consist of 15 vessels with an average age of 2.3 years (with 2 vessels 50% owned). All of our vessels are of eco design and are built in shipyards of the Hyundai group, currently the largest shipbuilder in the world. In addition, all of the vessels in our fleet, including our newbuildings, are of very high specification and include enhancements in the hull, propellers and other parts of the vessel to decrease fuel consumption and reduce emissions. Furthermore, all of our vessels are fitted with ballast water treatment equipment and seven of our operating vessels have scrubbers installed and all of our newbuildings will be fitted with scrubbers. |
| Charter Coverage | As of June 30, 2020, all of the vessels in our fleet (including newbuilding vessels but excluding joint venture vessels) are employed on time charters with fixed terms, representing contracted future revenue of $273m excluding options to extend. Our customers include national, regional and international companies. |
| Net Asset Value | Management estimates the company’s NAV to be $180 million. This translates into an NAV of $4.52 per share (based on number of common shares currently outstanding) and $3.55 per share (on a fully diluted basis - assuming exercise of Series B warrants and conversion of convertible loan). |
About TOP Ships Inc.
TOPS is an international owner and operator of modern, fuel efficient “ECO” tanker vessels currently focusing on the transportation of crude oil and petroleum products.
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:
Alexandros Tsirikos
Chief Financial Officer
TOP Ships Inc.
Tel: +30 210 812 8107
Email: atsirikos@topships.org