General Information and Basis of Presentation

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General Information and Basis of Presentation

1.	General Information and Basis of Presentation

Imperial Petroleum Inc. (“Imperial”) was formed by StealthGas Inc (the “former Parent Company”) on May 14, 2021 under the laws of the Republic of the Marshall Islands. Initial share capital of Imperial consisted of 33 common shares. StealthGas Inc. separated its crude and product tankers by transferring to Imperial its interest in 4 subsidiaries, Clean Power Inc., MR Roi Inc., King of Hearts Inc. and Tankpunk Inc. (the “Subsidiaries”), each owning one tanker. The transfer was completed on November 10, 2021 in exchange for 318,318 newly issued common shares and 795,878 Series A 8.75% Preferred Shares (the “Series A Preferred Shares”) in Imperial. On December 3, 2021, StealthGas Inc. distributed the 318,351 common shares and 795,878 8.75% Series A Preferred Shares (with a liquidation preference of $25.00 per share) in Imperial to holders of StealthGas Inc.’s common stock on a pro rata basis

(the “Spin-Off”).

The accompanying consolidated financial statements include the accounts of Imperial and its wholly owned subsidiaries (collectively, the “Company”) using the historical carrying costs of the assets and the liabilities of the Subsidiaries from their dates of incorporation until their dates of disposal, if any. For periods up to December 3, 2021, the accompanying financial statements reflect the financial position and results of

the carve-out operations

of the Subsidiaries that were contributed to Imperial.

On June 21, 2023, the Company completed the spin-off transaction (the “Spin-off”) of its wholly-owned subsidiary C3is Inc. (“C3is”), which was formed by the Company in July 2022. Prior to the Spin-off, Imperial received all issued and outstanding common shares and all

600,000 5.00%

Series A Perpetual Convertible Preferred shares of C3is (Note 3) in exchange for the contribution to C3is of the entities owning Imperial’s two Handysize drybulk carriers, “Eco Bushfire” and “Eco Angelbay” together with

$5,000,000

in cash as working capital. Imperial, as the sole shareholder of C3is, distributed the C3is’s common shares to the Company’s stockholders and warrant holders in accordance with the terms of the Company’s outstanding warrants on a pro rata basis on June 21, 2023. Common shares of C3is commenced trading on June 21, 2023 on the Nasdaq Capital Market under the ticker symbol “CISS”. Imperial Inc. continues to operate in the tanker and dry bulk shipping market and remains a publicly traded company.

The assets and liabilities of C3is on June 21, 2023, were as follows:


	June 21, 2023
Cash and cash equivalents		5,000,000
Trade and other receivables		877,202
Inventories		124,813
Advances and prepayments		192,961
Due from related party		188,750
Vessels, net (after impairment of $8,996,023)		28,500,000
Trade accounts payable		816,187
Accrued and other liabilities		357,647
Deferred income		115,940
Net assets of C3is distributed to stockholders and warrantholders		33,593,952
Less investment in preferred shares of C3is issued as part of Spin-off		(12,636,000	)
Distribution of net assets of C3is to stockholders and warrantholders		20,957,952

At December 31, 2023, the Company’s fleet was comprised of

vessels consisting of

medium range (M.R.) type Product tankers,

Suezmax crude oil tankers and

Handysize drybulk carriers providing worldwide marine transportation services under long, medium or short-term charters.

The Company’s vessels are managed by Stealth Maritime Corporation S.A. (the “Manager”), a company controlled by members of the family of the Company’s Chief Executive Officer. The Manager, a related party, was incorporated in Liberia and registered in Greece on May 17, 1999 under the provisions of law 89/1967, 378/1968 and article 25 of law 27/75 as amended by article 4 of law 2234/94. (See Note 3).

During the year ended December 31, 2023, the Company held

100% interest in the below companies, each owning one vessel.

Company

Date of

Incorporation

Name of Vessel

Owned by
Subsidiary

Dead Weight
Tonnage
(“dwt”)

Acquisition
Date

Disposal
Date

Clean Power Inc.

5/2/2007

Magic Wand

47,000

9/1/2008

—

MR Roi Inc.

5/2/2007

Clean Thrasher

47,000

27/2/2008

—

King of Hearts Inc.

17/3/2008

Clean Sanctuary

46,000

14/7/2009

—

Nirvana Product Trading Inc

25/2/2022

Clean Nirvana

50,000

28/3/2022

—

Volume Jet Trading Inc.

25/2/2022

Clean Justice

46,000

31/5/2022

—

Intercontinental Crude and Product Enterprises Inc.

18/5/2022

Suez Enchanted

160,000

3/6/2022

—

Petroleum Trading and Shipping Inc.

21/4/2022

Suez Protopia

160,000

3/6/2022

—

Haven Exotic Trading Inc.

31/1/2023

Eco Wildfire

33,000

28/3/2023

—

Blue Oddysey International Inc.

31/1/2023

Glorieuse

38,000

27/3/2023

—

Tankpunk Inc.

6/1/2008

Stealth Berana

115,804

26/7/2010

—

Drybulk International Trading and Shipping Inc.*

4/7/2022

Eco Bushfire

32,000

21/9/2022

21/6/2023

Raw Commodities & Exports Inc.*

4/7/2022

Eco Angelbay

32,000

19/10/2012

21/6/2023

*	Consolidated by the Company up to June 21, 2023, the date the Spin-off of C3is Inc. was completed.

**	This vessel was sold on July 14, 2023 (Note 3).

Prior to the

Spin-Off,

the Company was dependent upon StealthGas Inc. for a major part of its working capital and financing requirements as StealthGas Inc. used a centralized approach to cash management and financing of its operations. Financial transactions relating to the Company were accounted for through the net parent investment account.

For periods up to December 3, 2021, the consolidated statements of operations reflect expense allocations made to the Company by StealthGas Inc. for certain corporate functions and for shared services provided by StealthGas Inc. These allocations were made by StealthGas Inc. on a

pro-rata

basis. See Note 3 “Transactions with Related Parties – General and administrative expenses” for further information on expenses allocated by StealthGas Inc. Both the Company and StealthGas Inc. consider the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by the Company during the periods presented.

Effective as of the opening of trading on April 28, 2023, the Company effected a

one-for-fifteen

reverse stock split of its shares of common stock. The reverse stock split affected all outstanding shares of common stock. No fractional shares were issued in connection with the reverse split. Stockholders who would otherwise hold a fractional share of the Company’s common stock received a cash payment in lieu of such fractional share. Furthermore, in connection with the reverse stock split, the exercise price of the Company’s outstanding warrants at that date increased and the number of shares issuable upon their exercise decreased in accordance with their terms. In addition, the conversion price of the Company’s Series C Cumulative Convertible Perpetual Preferred Shares was proportionately adjusted in accordance with their terms (Note 9). The par value and other terms of the Company’s shares of common stock were not affected by the reverse stock split.

During 2021, 2022 and 2023 four, two and one charterers, respectively, accounted for

10%

or more of the Company’s revenues.


	Year ended December 31,
Charterer	2021			2022			2023
A		—			—			21	%
B		16	%		—			—
C		15	%		—			—
D		15	%		—			—
E		15	%		—			—
F		—			16	%		—
G		—			17	%		—