TABLE OF CONTENTS

~~Page~~

~~PART I~~

PART I		1
ITEM 11.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	21
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	21
ITEM 3.	KEY INFORMATION	21
ITEM 4.	INFORMATION ON THE COMPANY	2731
ITEM 4A.	UNRESOLVED STAFF COMMENTS	4451
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	4451
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	6163
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	6466
ITEM 8.	FINANCIAL INFORMATION.	6669
ITEM 9.	THE OFFER AND LISTING.	6669
ITEM 10.	ADDITIONAL INFORMATION	6869
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	8187
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	8288

PART II

	88
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	8388
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	8389
ITEM 15.	CONTROLS AND PROCEDURES	8389
ITEM 16.	Reserved	90
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	8490
ITEM 16B.	CODE OF ETHICS	8490
ITEM 16C.	PRINCIPAL ~~AUDITOR~~ACCOUNTANT FEES AND SERVICES	8491
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	8591
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	8591
ITEM 16F.	CHANGE IN ~~REGISTRANT'S~~REGISTRANT’S CERTIFYING ACCOUNTANT	8591
ITEM 16G.	CORPORATE GOVERNANCE	8591
ITEM 16H.	MINE SAFETY DISCLOSURE	8592

~~PART III~~ITEM 16I.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

92
ITEM 16J.	INSIDER TRADING POLICIES	92
ITEM 16K.	CYBERSECURITY	92
PART III		93
ITEM 17.	FINANCIAL STATEMENTS	8693
ITEM 18.	FINANCIAL STATEMENTS	8693
ITEM 19.	EXHIBITS	8694

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995, or the PSLRA, 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 statements other than statements of historical facts.

TOP Ships Inc. desires to take advantage of the safe harbor provisions of the PSLRA and is including this cautionary statement in connection with this safe harbor legislation. This annual report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. When used in this annual report, ~~the~~statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words ~~"anticipate," "believe," "expect," "intend," "estimate," "forecast," "project," "plan," "potential," "may," "should,"~~such as “anticipate,” “believe,” “expect,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “continue,” “possible,” “likely,” “may,” “should,” and similar expressions identify forward-looking ~~statements.~~statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements in this annual report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, ~~management's~~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 risks, uncertainties and contingencies that are described more fully in “Item 3. Key Information—D. Risk Factors”, 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.

In addition to these assumptions and matters discussed elsewhere herein and in the documents incorporated by reference herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the following:

·●

our ability to maintain or develop new and existing customer relationships with major refined product importers and exporters, major crude oil companies and major commodity traders, including our ability to enter into long-term charters for our vessels;

·●

our future operating and financial ~~results~~;

results;

·●

our future vessel acquisitions, our business strategy and expected and unexpected capital spending or operating expenses, including any dry-docking, crewing, bunker costs and insurance costs;

●

our financial condition and liquidity, including our ability to obtain financing in the future to fund capital expenditures, acquisitions and other general corporate activities;

●

oil and chemical tanker industry trends, including fluctuations in charter rates and vessel values and factors affecting vessel supply and demand;

·●

our ability to take delivery of, integrate into our fleet, and employ any newbuildings we may acquire or order in the future and the ability of shipyards to deliver vessels on a timely basis;

·●

the aging of our vessels and resultant increases in operation and dry-docking costs;

·●

the ability of our vessels to pass classification inspections and vetting inspections by oil majors and big chemical corporations;

·●

significant changes in vessel performance, including increased vessel breakdowns;

·●

the creditworthiness of our charterers and the ability of our contract counterparties to fulfill their obligations to us;

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·●

our ability to repay outstanding indebtedness, to obtain additional financing and to obtain replacement charters for our vessels, in each case, at commercially acceptable rates or at all;

·●

changes to governmental rules and regulations or actions taken by regulatory authorities and the expected costs thereof;

·●

our ability to comply with additional costs and risks related to our environmental, social and governance policies;

●

potential liability from litigation and our vessel operations, including discharge of pollutants;

·●

changes in general economic and business conditions;

·●

general domestic and international political conditions, potential disruption of shipping routes due to accidents, political events, orincluding “trade wars,” piracy, acts by ~~terrorists;~~terrorists or other hostilities;

·●

changes in production of or demand for oil and petroleum products and chemicals, either globally or in particular regions;

·●

the strength of world economies and currencies, including fluctuations in charterhire rates and vessel values;

●

potential liability from future litigation and potential costs due to any environmental damage and vessel collisions;

●

the length and severity of public health threats, epidemics and pandemics, including the global outbreak of the novel coronavirus (“COVID-19”) (and various variants that may emerge), and other disease outbreaks and their impact on the demand for commercial seaborne transportation and the condition of the financial markets and governmental responses thereto; and

·●

and other important factors discussed “Item 3. Key Information—D. Risk Factors” or described from time to time in the reports filed by us with the U.S. Securities and Exchange Commission, or the ~~SEC~~.

SEC.

Should one or more of the foregoing risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects, on us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements All forward-looking statements in this annual report are qualified in their entirety by the cautionary statements contained in this annual report.

Any forward-looking statements contained herein are made only as of the date of this annual report, and except to the extent required by applicable law or regulation we undertake no obligation to publicly update or revise any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated ~~events.~~events, except as may be required under applicable laws. If one or more forward-looking statements are updated, no inference should be drawn that additional updates will be made with respect to those or other forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict all or any of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

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PART I

Unless the context otherwise requires, as used in this annual report, the terms “Company,” “we,” “us,” and “our” refer to TOP Ships Inc. and all of its subsidiaries, and “TOP Ships Inc.” refers only to TOP Ships Inc. and not to its subsidiaries. We use the term deadweight ton, or dwt, in describing the size of vessels. Dwt, expressed in metric tons each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. References to our “Fleet Manager” or “CSI” are to Central Shipping Inc., a related party of ours, which performs the day-to-day management of our fleet.

Throughout this annual report, the conversion from Euros, or €, to U.S. dollars, or $, is based on the U.S. dollar/Euro exchange rate of 1.1052 as of December 29, 2023, unless otherwise specified.

References in this annual report to our common shares and earnings per share amounts, as well as warrant shares eligible for purchase under our warrants and exercise price of said warrants in this report, are adjusted to reflect the consolidation of our common shares through reverse stock splits, including the 20-to-1 reverse stock split which became effective as of September 23, 2022 and the 12-to-1 reverse stock split which became effective as of September 29, 2023.

ITEM 11.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable.

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3.

KEY INFORMATION

Unless the context otherwise requires, as used in this annual report, the terms "Company," "we," "us," and "our" refer to TOP Ships Inc. and all of its subsidiaries, and "TOP Ships Inc." refers only to TOP Ships Inc. and not to its subsidiaries. We use the term deadweight ton, or dwt, in describing the size of vessels. Dwt, expressed in metric tons each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. Throughout this annual report, the conversion from Euros, or €, to U.S. dollars, or $, is based on the U.S. dollar/Euro exchange rate of 1.2011 as of December 31, 2017, unless otherwise specified.

A.	~~Selected Financial Data~~ [Reserved]

The following table sets forth our selected historical consolidated financial information and other operating data as of and for the periods indicated. Our selected historical consolidated financial information as of December 31, 2016 and 2017 and for the years ended December 31, 2015, 2016 and 2017 is derived from our audited consolidated financial statements included in "Item 18. Financial Statements" herein. The selected historical consolidated financial information as of December 31, 2013, 2014 and 2015 and for the years ended December 31, 2013 and 2014 is derived from our audited consolidated financial statements that are not included in this annual report. Our consolidated financial statements are prepared and presented in accordance with U.S. generally accepted accounting principles, or U.S. GAAP.

The information provided below should be read in conjunction with "Item 4. Information on the Company" and "Item 5. Operating and Financial Review and Prospects" and the consolidated financial statements, related notes and other financial information included herein.

Following the one-for-ten reverse stock split of our issued and outstanding common shares effective on February 22, 2016, a one-for-twenty reverse stock split of our issued and outstanding common shares effective on May 11, 2017, a one-for-fifteen reverse stock split of our issued and outstanding common shares effective on June 23, 2017, a one-for-thirty reverse stock split of our issued and outstanding common shares effective on August 3, 2017, a one-for-two reverse stock split of our issued and outstanding common shares effective on October 6, 2017 and a one-for-ten reverse stock split of our issued and outstanding common shares effective on March 26, 2018, all share and per share amounts disclosed throughout this annual report, in the table below and in our consolidated financial statements have been retroactively updated to reflect this change in capital structure, unless otherwise indicated. Please see "Item 4. Information on the Company—History and Development of the Company".

U.S. Dollars in thousands, except per share data
STATEMENT OF COMPREHENSIVE (LOSS)/INCOME 2013 2014 2015 2016 2017
Revenues 20,074 3,602 13,075 28,433 39,363

Voyage expenses 663 113 370 736 999
Bareboat charter hire expense - - 5,274 6,299 6,282
Amortization of prepaid bareboat charter hire - - 1,431 1,577 1,657
Vessel operating expenses 745 1,143 4,789 9,913 13,444
Management fees-related parties 1,351 703 1,621 1,824 4,730
General and administrative expenses 3,258 2,335 2,983 2,906 5,805
Other operating (income)/loss - (861 ) 274 (3,137 ) (914 )
Gain on sale of vessels (14 ) - - - -
Vessel depreciation 6,429 757 668 3,467 5,744
Impairment on vessels - - 3,081 - -
Gain on disposal of subsidiaries (1,591 ) - - - -

Operating (loss)/income 9,233 (588 ) (7,416 ) 4,848 1,616

Interest and finance costs (7,443 ) (450 ) (719 ) (3,093 ) (15,793 )
(Loss)/gain on derivative financial instruments (171 ) 3,866 (392 ) (698 ) (301 )
Interest income 131 74 - - 13
Other (expense)/income, net (342 ) (6 ) 20 (5 ) 1,120

Net (loss)/income and comprehensive (loss)/income 1,408 2,896 (8,507 ) 1,052 (13,345 )
Deemed dividend for beneficial conversion feature of Series B convertible preferred stock - - - (1, 403 ) -
Equity loss in joint venture - - - - (27 )
Net (loss)/income attributable to common shareholders 1,408 2,896 (8,507 ) (351 ) (13,372 )
Attributable to:
Common stock holders 1,408 2,896 (8,507 ) (351 ) (13,404 )
Non-controlling interests - - - - 32

Earnings/(Loss) per share, basic $ 1,408,000 $ 413,714 $ (773,364 ) $ (15,955 ) $ (12.57 )
Earnings/(Loss) per share, diluted $ 1,408,000 $ 362,000 $ (773,364 ) $ (15,955 ) $ (12.57 )
Weighted average common shares outstanding, basic 1 7 11 22 1,063,381
Weighted average common shares outstanding, diluted 1 8 11 22 1,063,381

U.S. dollars in thousands, unless otherwise stated 2013 2014 2015 2016 2017
BALANCE SHEET DATA
Current assets 10,262 1,227 5,269 4,541 29,055
Total assets 27,868 75,575 74,006 143,317 220,448
Current liabilities, including current portion of long-term debt 8,605 9,334 17,577 20,033 25,581
Non-current liabilities 4,468 23,712 22,276 76,022 87,593
Total debt - 19,419 24,226 84,539 103,949
Stockholders' equity 14,795 42,529 34,153 45,521 107,274

~~OTHER FINANCIAL DATA~~

2013 2014 2015 2016 2017
FLEET DATA
Total number of vessels at end of period (including leased vessels) 0.0 1.0 3.0 6.0 7.0
Average number of vessels⁽¹⁾
5.1 0.5 2.2 5.0 6.8
Total calendar days for fleet⁽²⁾
1,852 195 810 1,812 2,496
Total available days for fleet⁽³⁾
1,852 195 805 1,812 2,495
Total operating days for fleet⁽⁴⁾
1,852 195 796 1,799 2,491
Total time charter days for fleet - 195 796 1,799 2,491
Total bareboat charter days for fleet 1,852 - - - -
Fleet utilization⁽⁵⁾
100.00 % 100.00 % 98.91 % 99.28 % 99.81 %

Amounts in U.S. dollars
AVERAGE DAILY RESULTS
Time charter equivalent⁽⁶⁾
$ 10,484 $ 17,892 $ 15,961 $ 15,396 $ 15,403
Vessel operating expenses⁽⁷⁾
$ 402 $ 5,862 $ 5,914 $ 5,470 $ 5,386
General and administrative expenses⁽⁸⁾
$ 1,759 $ 11,974 $ 3,684 $ 1,604 $ 2,323

U.S. dollars in thousands 2013 2014 2015 2016 2017
Adjusted EBITDA⁽⁹⁾
$ 13,715 $ 163 $ 3,058 $ 16,186 $ 16,405

~~(1)~~

Average number of vessels is the number of vessels that constituted our fleet (including chartered in vessels) for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in that period.

~~(2)~~

Calendar days are the total days the vessels were in our possession for the relevant period. Calendar days are an indicator of the size of our fleet over the relevant period and affect both the amount of revenues and expenses that we record during that period.

~~(3)~~

Available days are the number of calendar days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or scheduled guarantee inspections in the case of newbuildings, vessel upgrades or special or intermediate surveys and the aggregate amount of time that we spend positioning our vessels. Companies in the shipping industry generally use available days to measure the number of days in a period during which vessels should be capable of generating revenues.

~~(4)~~

Operating days are the number of available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen technical circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period that our vessels actually generate revenue.

~~(5)~~

Fleet utilization is calculated by dividing the number of operating days during a period by the number of available days during that period. The shipping industry uses fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or scheduled guarantee inspections in the case of newbuildings, vessel upgrades, special or intermediate surveys and vessel positioning.

~~(6)~~

Time charter equivalent rate, or TCE rate, is a measure of the average daily revenue performance of a vessel on a per voyage basis. Our method of calculating TCE rate is determined by dividing TCE revenues by operating days for the relevant time period. TCE revenues are revenues minus voyage expenses. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract, as well as commissions. TCE revenues and TCE rate, which are non-U.S. GAAP measures, provide additional supplemental information in conjunction with shipping revenues, the most directly comparable U.S. GAAP measure, because it assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. The following table below reflects the reconciliation of TCE revenues to revenues as reflected in the consolidated statements of operations and our calculation of TCE rates for the periods presented.

U.S. dollars in thousands, except average daily time charter equivalent and total operating days 2013 2014 2015 2016 2017
On a consolidated basis
Revenues $ 20,074 $ 3,602 $ 13,075 $ 28,433 $ 39,363
Less:
Voyage expenses (663 ) (113 ) (370 ) (736 ) (999 )
Time charter equivalent revenues $ 19,411 $ 3,489 $ 12,705 $ 27,697 $ 38,364
Total operating days 1,852 195 796 1,799 2,491

Average Daily Time Charter Equivalent (TCE) $ 10,484 $ 17,892 $ 15,961 $ 15,396 $ 15,403

~~(7)~~

Daily vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs are calculated by dividing vessel operating expenses by fleet calendar days for the relevant time period.

~~(8)~~

~~Daily general and administrative expenses are calculated by dividing general and administrative expenses by fleet calendar days for the relevant time period.~~

~~(9)~~

Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization (Adjusted EBITDA), is not a measure prepared in accordance with U.S. GAAP. We define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, vessel bareboat charter hire expenses (including amortization of prepaid hire), vessel impairments, gains on sale of vessels, gains on disposal of subsidiaries and gains/losses on derivative financial instruments. Adjusted EBITDA is a non-U.S. GAAP financial measure that is used as a supplemental financial measure by management and external users of financial statements, such as investors, to assess our financial and operating performance. We believe that this non-GAAP financial measure assists our management and investors by increasing the comparability of our performance from period to period. This is achieved by excluding the potentially disparate effects between periods of interest, gain/loss on financial instruments, taxes, depreciation and amortization, vessel bareboat charter hire expenses (including amortization of prepaid hire), vessel impairments, gains on sale of vessels and subsidiaries and which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect results of operations between periods. This non-U.S. GAAP measure should not be considered in isolation from, as a substitute for, or superior to financial measures prepared in accordance with U.S. GAAP. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our definition of Adjusted EBITDA may not be the same as reported by other companies in the shipping industry or other industries. Adjusted EBITDA does not represent and should not be considered as an alternative to operating income or cash flow from operations, as determined in accordance with U.S. GAAP.

U.S. dollars in thousands 2013 2014 2015 2016 2017
Net (loss)/ income and comprehensive (loss)/ income 1,408 2,896 (8,507 ) 1,052 (13,372 )

Add: Bareboat charter hire expenses - - 5,274 6,299 6,282
Add: Amortization of prepaid bareboat charter hire - - 1,431 1,577 1,657
Add: Vessel depreciation 6,429 757 668 3,467 5,744
Add: Impairment on vessel - - 3,081 - -
Add: Interest and finance costs 7,443 450 719 3,093 15,793
Add: Loss/(gain) on derivative financial instruments 171 (3,866 ) 392 698 301
Less: Gain on sale of vessels (14 ) - - - -
Less: Gain on disposal of subsidiaries (1,591 ) - - - -
Less: Interest income (131 ) (74 ) - - -

Adjusted EBITDA 13,715 163 3,058 16,186 16,405

B.	Capitalization and Indebtedness

Not Applicable.

C.	Reasons for the Offer and Use of Proceeds

Not Applicable.

D.	Risk Factors

The following risks relate principally to the industry in which we operate and our business in general. ~~Any~~The occurrence of any of these ~~risk factors~~risks could materially and adversely affect our business, financial condition or operating results and the trading price of our common shares.

Summary of Risk Factors

●

The international tanker industry has historically been both cyclical and volatile.

●

The current state of the world financial market and current economic conditions could have a material adverse impact on our results of operations, financial condition and cash flows.

●

Our financial results may be adversely affected by the outbreak of epidemic and pandemic diseases, such as COVID-19, and the related governmental responses thereto.

●

The market value of our vessels, and those we may acquire in the future, may fluctuate significantly, which could cause us to incur losses if we decide to sell them following a decline in their market values or we may be required to write down their carrying value, which will adversely affect our earnings.

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●

An over-supply of tanker capacity may lead to reductions in asset prices, charter hire rates and profitability.

●

Volatility of SOFR could affect our profitability, earnings and cash flows.

●

We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business.

●

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

●

Increasing growth of electric vehicles and renewable fuels could lead to a decrease in trading and the movement of crude oil and petroleum products worldwide.

●

Our vessels may suffer damage due to the inherent operational risks of the tanker industry.

●

We are subject to international safety regulations and requirements imposed by classification societies and the failure to comply with these regulations may subject us to increased liability, may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.

●

If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the U.S. government or other governmental authorities, it could lead to monetary fines or adversely affect our business, reputation and the market for our common shares.

●

Political instability, terrorist or other attacks, war, international hostilities and public health threats can affect the tanker industry, which may adversely affect our business.

●

Acts of piracy on ocean-going vessels could adversely affect our business.

●

Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.

●

We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

●

Our financing facilities contain restrictive covenants that may limit our liquidity and corporate activities, and could have an adverse effect on our financial condition and results of operations.

●

Servicing current and future debt (including SLBs) will limit funds available for other purposes and could impair our ability to react to changes in our business.

●

Our President, Chief Executive Officer and Director has significant influence over us, and a trust established for the benefit of his family may be deemed to beneficially own, directly or indirectly, 100% of our Series D Preferred Shares, and thereby to control the outcome of matters on which our shareholders are entitled to vote.

●

We have been subject to litigation in the past and may be subject to similar or other litigation in the future.

●

Any limitation in the availability or operation of our vessels could have a material adverse effect on our business, results of operations and financial condition.

●

We expect to be dependent on a limited number of customers for a large part of our revenues, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.

●

If we fail to manage our planned growth properly, we may not be able to successfully expand our market share.

●

Delays or defaults by the shipyards in the construction of newbuildings could increase our expenses and diminish our net income and cash flows.

●

Our ability to obtain additional debt financing may be dependent on our ability to charter our vessels, the performance of our charters and the creditworthiness of our charterers.

●

The industry for the operation of tanker vessels and the transportation of oil, petroleum products and chemicals is highly competitive and we may not be able to compete for charters with new entrants or established companies with greater resources.

●

We maintain cash with a limited number of financial institutions, including financial institutions that may be located in Greece, which will subject us to credit risk.

●

We may be unable to attract and retain key management personnel and other employees in the international tanker shipping industry, which may negatively impact the effectiveness of our management and our results of operations.

●

If labor interruptions are not resolved in a timely manner, they could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

●

A drop in spot charter rates may provide an incentive for some charterers to default on their charters, which could affect our cash flow and financial condition.

●

An increase in operating costs could decrease earnings and available cash.

●

The aging of our fleet may result in increased operating costs in the future, which could adversely affect our earnings.

●

Rising fuel prices may adversely affect our profits.

●

Unless we set aside reserves or are able to borrow funds for vessel replacement, our revenue will decline at the end of a vessel’s useful life, which would adversely affect our business, results of operations and financial condition.

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●

Purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings.

●

Our anticipated acquisition of an interest in a megayacht entails certain risks and uncertainties associated with our entry into ownership of a new class of vessels, and we cannot assure you that we will complete the acquisition or manage such risks successfully.

●

We may not have adequate insurance to compensate us if we lose any vessels that we acquire.

●

We may be subject to increased premium payments, or calls, as we obtain some of our insurance through protection and indemnity associations.

●

Increasing regulation as well as scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks.

●

Technological innovation and quality and efficiency requirements from our customers could reduce our charter hire income and the value of our vessels.

●

The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.

●

Maritime claimants could arrest our vessels or vessels we may acquire, which could interrupt our cash flow.

●

Governments could requisition our vessels or vessels we acquire during a period of war or emergency, resulting in loss of earnings.

●

U.S. federal tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. shareholders.

●

We may be subject to U.S. federal income tax on our U.S. source income, which would reduce our earnings.

●

We are a “foreign private issuer,” which could make our common shares less attractive to some investors or otherwise harm our stock price.

●

The market price and trading volume of our common shares may continue to be highly volatile, which could lead to a loss of all or part of a shareholder’s investment.

●

There is no guarantee of a continuing public market for you to resell our common shares.

●

Nasdaq may delist our common shares from its exchange which could limit your ability to make transactions in our securities and subject us to additional trading restrictions.

●

We have issued common shares in the past through various transactions and we may do so in the future without shareholder approval, which may dilute our existing shareholders, depress the trading price of our securities and impair our ability to raise capital through subsequent equity offerings.

●

We may be unable to successfully consummate a planned spin-off of certain of our assets or to achieve some or all of the benefits that we expect to achieve from the spin-off, and may incur significant risks associated with the spin-off.

●

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law and as a result, shareholders may have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States.

●

It may not be possible for investors to serve process on or enforce U.S. judgments against us.

●

Our By-laws provide that the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

●

We may not achieve the intended benefits of having a forum selection provision if it is found to be unenforceable.

●

Anti-takeover provisions in our organizational documents could have the effect of discouraging, delaying or preventing a merger, amalgamation or acquisition, which could reduce the market price of our common shares.

●

Our Fleet Manager, on whom we are dependent to perform the day-to-day management of our fleet, may have conflicts of interest between us and its other clients and is a privately held company and there may be limited or no publicly available information about it.

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RISKS RELATED TO OUR INDUSTRY

The international tanker industry has historically been both cyclical and ~~volatile and this may lead to reductions and volatility in our charter rates, our vessel values, our revenues, earnings and cash flow results.~~volatile.

The international tanker industry in which we operate is cyclical, with attendant volatility in charter hire rates, vessel values and industry profitability. For tanker vessels, the degree of charter rate volatility has varied widely. ~~Please see "—~~The ~~international~~Baltic Dirty Tanker Index, or the BDTI, a U.S. dollar daily average of charter rates issued by the Baltic Exchange that takes into account input from brokers around the world regarding crude oil fixtures for various routes and oil tanker ~~industry~~vessel sizes, has ~~experienced volatile charter rates~~been volatile. In 2023, the BDTI reached a high of 1,642 and ~~vessel values~~a low of 713. The Baltic Clean Tanker Index, or BCTI, a comparable index to the BDTI but for petroleum product fixtures, has similarly been volatile. In 2023, the BCTI reached a high of 1,250 and a low of 563. Although the BDTI and BCTI were 1,159 and 1,194, respectively, as of March 25, 2024, there can be no assurance that ~~these~~the crude oil and petroleum products charter market will continue to increase, and the market could again decline. Recent heightened volatility in charter prices has resulted primarily from the war in Ukraine and sanctions on Russian exports of crude oil and petroleum products, and there is great uncertainty about the future impact of those events. More recently, the war between Israel and Hamas has resulted in increased tensions in the Middle East region, including missile attacks by the Houthis on vessels in the Red Sea and Gulf of Aden. Such circumstances have had and could in the future result in adverse consequences for the tanker industry. In general, volatility in charter rates depends, among other factors, on (i) supply and ~~vessel values will not decrease~~demand for tankers, (ii) the demand for crude oil and petroleum products, (iii) the inventories of crude oil and petroleum products in the ~~near future."~~ United States and in other industrialized nations, (iv) oil refining volumes, (v) oil prices, and (vi) any restrictions on crude oil production imposed by the Organization of the Petroleum Exporting Countries, or OPEC, and non-OPEC oil producing countries.

Currently, all of our vessels are employed on time charters. However, changes in spot rates and time ~~charters~~charter rates can affect the revenues we ~~will~~ receive from operations in the event our charterers default or seek to renegotiate the charter hire, ~~and can affect~~as well as the value of our vessels, even if ~~they~~our vessels are employed under long-term time charters. Our ability to re-charter our vessels on the expiration or termination of their time or bareboat charters and the charter rates payable under any renewal or replacement charters will depend upon, among other things, economic conditions in the tanker markets and several other factors outside of our ~~control. If~~control and we cannot guarantee that any renewal or replacement charters we enter into ~~a charter when~~will be sufficient to allow us to operate our vessels profitably. If we are not able to obtain new contracts in direct continuation with existing charters or for newly acquired vessels, or if new contracts are entered into at charter rates ~~are low,~~substantially below the existing charter rates or on terms otherwise less favorable compared to existing contracts terms, our revenues and ~~earnings will~~profitability could be adversely ~~affected.~~affected and we may not be able to comply with the financial covenants in our loan agreements. A decline in charter hire rates will also likely cause the value of our vessels to ~~decline.~~decline which could lead us to record impairment adjustments to the carrying values of our fleet.

Fluctuations in charter rates and vessel values result from changes in the supply and demand for vessels and changes in the supply and demand for oil, chemicals and other liquids our vessels carry. Factors affecting the supply and demand for our vessels are outside of our control and are unpredictable. The nature, timing, direction and degree of changes in the tanker industry conditions are also unpredictable.

Factors that influence demand for tanker vessel capacity include:

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supply and demand for oil, petroleum products and chemicals carried;

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changes in oil production and refining capacity resulting in shifts in trade flows for oil products;

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oil prices;

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the distance oil, petroleum products and chemicals are to be moved by sea;

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any restrictions on crude oil production imposed by the OPEC and non-OPEC oil producing countries;

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global and regional economic and political conditions, including “trade wars” and developments in international trade, national oil reserves policies, fluctuations in industrial and agricultural production, armed conflicts and work stoppages;

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increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, or the development of new pipeline systems in markets we may serve, or the conversion of existing non-oil pipelines to oil pipelines in those markets;

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worldwide and regional availability of refining capacity and inventories;

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environmental and other legal and regulatory developments;

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economic slowdowns caused by public health events such as the COVID-19 pandemic and its variants and efforts throughout the world to contain their spread, or inflationary pressures and resultant governmental responses;

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currency exchange rates;

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weather, natural disasters and other acts of God;

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increased use of renewable and alternative sources of energy;

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competition from alternative sources of energy, other shipping companies and other modes of transportation; and

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international sanctions, embargoes, import and export restrictions, nationalizations, piracy and ~~wars.~~wars or other conflicts, including the war in Ukraine, the war between Israel and Hamas or the Houthi crisis in and around the Red Sea.

The factors that influence the supply of tanker capacity include:

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the number of newbuilding deliveries;

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current and expected newbuilding orders for vessels;

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the scrapping rate of older vessels;

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the availability of financing for new or secondhand tankers;

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the price of steel;

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speed of vessel operation;

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vessel freight rates, which are affected by factors that may affect the rate of newbuilding, swapping and laying up of vessels;

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the price of steel and vessel equipment;

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technological advances in the design, capacity, propulsion technology, and ~~capacity~~fuel consumption efficiency of ~~vessels;~~vessels;

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potential conversion of vessels for alternative use;

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changes in environmental and other regulations that may limit the useful lives of vessels;

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port or canal congestion;

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national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage;

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environmental concerns and regulations, including ballast water management, low sulfur fuel consumption regulations, and reductions in CO2 emissions;

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the number of vessels that are out of service at a given ~~time;~~time, namely those that are laid-up, drydocked, awaiting repairs or otherwise not available for hire, including those that are in drydock for the purpose of installing exhaust gas cleaning systems, known as scrubbers; and

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changes in global petroleum and chemical production.

The factors affecting the supply and demand for tankers have been volatile and are outside of our control, and the nature, timing and degree of changes in industry conditions are ~~unpredictable, including those discussed above.~~unpredictable. Market conditions ~~were~~have been volatile in ~~2017~~recent years and continued volatility may reduce demand for transportation of oil, petroleum products and chemicals over longer distances and increase the supply of tankers, which may have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends and existing contractual obligations.

The international oil tanker industry has experienced volatile charter rates and vessel values and there can be no assurance that these charter rates and vessel values will not decrease in the near future.

The ~~Baltic Dirty Tanker Index, or the BDTI, a U.S. dollar daily average~~current state of ~~charter rates issued by the Baltic Exchange that takes into account input from brokers around~~ the world ~~regarding crude oil fixtures for various routes~~financial market and oil tanker vessel sizes, has been volatile. For example, in 2017, the BDTI reached a high of 1,088 and a low of 614. The Baltic Clean Tanker Index, or BCTI, a comparable index to the BDTI, has similarly been volatile. In 2017, the BCTI reached a high of 867 and a low of 508. Although the BDTI and BCTI were 662 and 563, respectively, as of March 27, 2018, there can be no assurance that the crude oil and petroleum products charter market will increase, and the market could again decline. This volatility in charter rates depends, among other factors, on (i) the demand for crude oil and petroleum products, (ii) the inventories of crude oil and petroleum products in the United States and in other industrialized nations, (iii) oil refining volumes, (iv) oil prices, and (v) any restrictions on crude oil production imposed by the Organization of the Petroleum Exporting Countries, or OPEC, and non-OPEC oil producing countries.

~~If the charter rates in the oil tanker market decline from their~~ current levels, our future earnings may be adversely affected, we may have to record impairment adjustments to the carrying values of our fleet and we may not be able to comply with the financial covenants in our loan agreements.

~~Volatile~~ economic conditions ~~throughout the world~~ could have ana material adverse impact on our results of operations, financial condition and ~~financial results.~~cash flows.

~~Among other~~

Various macroeconomic factors, ~~we face risks attendant to changes in economic environments, changes in~~including rising inflation, higher interest rates, global supply chain constraints, and ~~instability~~the effects of overall economic conditions and uncertainties such as those resulting from the current and future conditions in the ~~banking~~global financial markets, could adversely affect our results of operations, financial condition and ~~securities~~ability to pay dividends. Inflation and rising interest rates may negatively impact us by increasing our operating costs and our cost of borrowing. Interest rates, the liquidity of the credit markets ~~around~~and the ~~world.~~volatility of the capital markets could also affect the operation of our business and our ability to raise capital on favorable terms, or at all. Adverse economic conditions also affect demand for goods and oil. Reduced demand for these or other products could result in significant decreases in rates we obtain for chartering our vessels. In addition, the cost for crew members, oils and bunkers, and other supplies may increase. Furthermore, we may experience losses on our holdings of cash and investments due to failures of financial institutions and other parties. Difficult economic conditions may also result in a higher rate of losses on our accounts receivable due to credit defaults. As a result, downturns in the worldwide economy could have a material adverse effect on our business, results of operations, financial condition, and ability to pay dividends.

The world economy continues to face a number of challenges,~~. Concerns persist regarding~~ including the ~~debt burden of certain European countries~~war between Ukraine and ~~their ability to meet future financial obligations~~Russia and between Israel and Hamas, tensions in and around the Red Sea or Russia and NATO tensions, China and Taiwan disputes, United States and China trade relations, instability between Iran and the ~~overall stability of~~West, hostilities between the ~~euro. A renewed period of adverse development in the outlook for the financial stability of European countries, or market perceptions concerning these~~United States and ~~related issues, could reduce the overall demand for oil~~North Korea, political unrest and ~~chemicals, and thus for shipping and our services, and thereby could affect our financial position, results of operations and cash available for distribution. In addition, turmoil and hostilities~~conflict in the Middle East, the South China Sea region, and other geographic countries and areas, ~~and countries may negatively impact~~terrorist or other attacks (including threats thereof) around the world, ~~economy.~~

~~A general deterioration~~war (or threatened war) or international hostilities, and epidemics or pandemics, such as COVID-19 and its variants, and banking crises or failures, such as the recent Silicon Valley Bank, Signature Bank, and First Republic Bank failures. See also “—Our financial results may be adversely affected by the outbreak epidemic and pandemic diseases, including COVID-19, and the related governmental responses thereto.” In addition, the continuing war in Ukraine, the length and breadth of which remains highly unpredictable, has led to increased economic uncertainty amidst fears of a more generalized military conflict or significant inflationary pressures, due to the increases in fuel and grain prices following the sanctions imposed on Russia. Furthermore, it is difficult to predict the intensity and duration of the war between Israel and Hamas or the Houthi rebel attacks on shipping in and around the Red Sea and their impact on the world economy is uncertain. If such conditions are sustained, the longer-term net impact on our business would be difficult to predict with any degree of accuracy. Such events may have unpredictable consequences and contribute to instability in the global economy ~~may also~~or cause a decrease in worldwide demand for certain goods and, thus, shipping.

In Europe, concerns regarding the possibility of sovereign debt defaults by European Union, or EU, member countries, although generally alleviated, have in the past ~~economic~~disrupted financial markets throughout the world, and ~~governmental factors, together with concurrent declines~~may lead to weaker consumer demand in ~~charter~~the European Union, the U.S. and other parts of the world. The withdrawal of the UK from the European Union, or Brexit, further increases the risk of additional trade protectionism. Brexit, or similar events in other jurisdictions, could impact global markets, including foreign exchange and securities markets; any resulting changes in currency exchange rates, tariffs, treaties and ~~vessel values, have had a material adverse effect on~~other regulatory matters could in turn adversely impact our business, operating results, ~~of operations, financial condition and~~ cash flows ~~causing~~and financial condition.

In addition, the ~~price of our common shares to decline.~~

~~Further, the~~recent economic slowdown in the Asia Pacific region, particularly in China, ~~has and~~ may ~~continue to~~ exacerbate the effect ~~on us~~ of ~~any slowdown~~the weak economic trends in the rest of the world. ~~Specifically,~~Before the global economic financial crisis that began in 2008, China ~~currently has~~had one of the ~~world's~~world’s fastest growing economies in terms of gross domestic product, or GDP, which had a significant impact on shipping demand. ~~The~~China’s GDP growth rate ~~of China's GDP~~ for the year ended December 31, ~~2017~~2022, was ~~estimated~~approximately 3.0%, one of its lowest rates in 50 years, thought to be ~~around 6.9%.~~mainly caused by the country’s zero-COVID policy and strict lockdowns. For the year ended December 31, 2023, China reported that its GDP growth rate recovered to 5.2%, but the economy continues to be weighed down by the ongoing crisis in the property market. It is possible that China and other countries in the Asia Pacific region ~~may~~will continue to experience ~~slow~~volatile, slowed or even negative economic growth in the near future. ~~Our~~Changes in the economic conditions of China, and changes in laws or policies adopted by its government or the implementation of these laws and policies by local authorities, including with regards to tax matters and environmental concerns (such as achieving carbon neutrality), could affect vessels that are either chartered to Chinese customers or that call to Chinese ports, vessels that undergo drydocking at Chinese shipyards and Chinese financial institutions that are generally active in ship financing, and could have a material adverse effect on our business, operating results, cash flows and financial condition.

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Furthermore, governments may turn to trade barriers to protect their domestic industries against foreign imports, thereby depressing shipping demand. There is significant uncertainty about the future relationship between the United States, China, and other exporting countries, including with respect to trade policies, treaties, government regulations, and tariffs. Protectionist developments, or the perception that they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade. Moreover, increasing trade protectionism may cause an increase in (i) the cost of goods exported from regions globally, particularly from the Asia-Pacific region, (ii) the length of time required to transport goods and (iii) the risks associated with exporting goods. Such increases may further reduce the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs, which could have an adverse impact on our charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to employ our vessels. This could have a material adverse effect on our business, operating results, ~~of operations, as well as our future prospects, would likely be impeded by a continuing or worsening economic downturn~~cash flows and financial condition.

Credit markets in ~~any of these countries.~~

~~European countries~~the United States and Europe have ~~likewise experienced relatively slow growth. Over~~in the past ~~several years, the credit markets in Europe have~~ experienced significant contraction, deleveraging and reduced liquidity, and there is a risk that the U.S. federal government and state governments and European authorities may continue to implement a broad variety of governmental action and/or introduce new ~~regulation of the~~ financial ~~markets.~~ Worldwide economic conditions have in the past impacted, and could in the future impact, lenders' willingness to provide credit to us and our customers. In addition, a portion of the credit under our credit facilities is provided by European banking institutions. If economic conditions in Europe preclude or limit financing from these banking institutions, we may not be able to obtain financing from other institutions on terms that are acceptable to us, or at all, even if conditions outside Europe remain favorable for lending.

The current state of the global financial markets and current economic conditions may adversely impact our ability to obtain financing on acceptable terms and may otherwise negatively impact our business.

market regulations. Global financial markets and economic conditions have been, ~~volatile. This volatility has negatively affected~~and continue to be, volatile and we face risks associated with the ~~general willingness~~trends in the global economy, such as changes in interest rates, instability in the banking and securities markets around the world, the risk of ~~banks~~sovereign defaults, and reduced levels of growth, among other financial institutions to extend credit, particularly to the shipping industry, due to the historically volatile values of vessels. The shipping industry, which is highly dependent on the availability of credit to finance and expand operations, has been negatively affected by this decline.

~~As a result of concerns about the stability of financial markets generally~~factors. Major market disruptions and the ~~solvency of counterparties specifically, the cost of obtaining money~~current adverse changes in market conditions and regulatory climate worldwide may adversely affect our business, results or operations or impair our ability to borrow under any future financial arrangements we may enter into contemplating borrowing from the ~~credit markets has increased as many~~public and/or private equity and debt markets. Many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced ~~and~~(or in some cases ceased to ~~provide~~provide) funding to ~~borrowers.~~borrowers and other market participants, including equity and debt investors and, in some cases, have been unwilling to provide financing on attractive terms or even at all. Due to these factors, we cannot be certain that financing will be available if needed and to the extent required, on acceptable ~~terms. If~~terms or at all. In the absence of available financing ~~is not available when needed,~~ or ~~is available only on unfavorable~~financing in favorable terms, we may be unable to ~~meet our obligations as they come due or we may be unable to enhance our existing business,~~ complete ~~additional~~ vessel acquisitions, ~~or otherwise~~ take advantage of business opportunities or respond to competitive pressures.

Our financial results may be adversely affected by the outbreak epidemic and pandemic diseases, including COVID-19, and the related governmental responses thereto.

Global public health threats, such as ~~they arise.~~the COVID-19 outbreak, influenza and other highly communicable diseases or viruses, outbreaks which have from time to time occurred in various parts of the world in which we operate, including China, could disrupt global financial markets and economic conditions and adversely impact our operations, the timing of completion of any outstanding or future newbuilding projects, as well as the operations of our customers.

For example, the outbreak of COVID-19 caused severe global disruptions, with governments in affected countries imposing travel bans, quarantines and other emergency public health measures. Companies have also taken precautions, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses. Although the incidence and severity of COVID-19 and its variants have diminished over time, similar restrictions, and future prevention and mitigation measures against outbreaks of epidemic and pandemic diseases, are likely to have an adverse impact on global economic conditions, which could materially and adversely affect our future operations. As a result of such measures, our vessels may not be able to call on, or disembark from ports located in regions affected by the outbreak. In addition, we may experience severe operational disruptions and delays, unavailability of normal port infrastructure and services including limited access to equipment, critical goods and personnel, disruptions to crew changes, quarantine of ships and/or crew, counterparty solidity, closure of ports and custom offices, as well as disruptions in the supply chain and industrial production, which may lead to reduced cargo demand, among other potential consequences attendant to epidemic and pandemic diseases.

The ~~instability~~extent to which our business, operating results, cash flows, financial condition, financings, value of our vessels or vessels we may acquire and ability to pay dividends may be negatively affected by a resurgence of COVID-19 or future pandemics, epidemics or other outbreaks of infectious diseases is highly uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited to (i) the duration and severity of the ~~Euro~~infectious disease outbreak; (ii) the imposition of restrictive measures to combat the outbreak and slow disease transmission; (iii) the introduction of financial support measures to reduce the impact of the outbreak on the economy; (iv) shortages or reductions in the ~~inability~~supply of ~~countries~~essential goods, services or labor; and (v) fluctuations in general economic or financial conditions tied to the outbreak, such as a sharp increase in interest rates or reduction in the availability of credit. We cannot predict the effect that an outbreak of a new COVID-19 variant or strain, or any future infectious disease outbreak, pandemic or epidemic may have on our business, operating results, cash flows and financial condition, which could be material and adverse.

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The fair market value of our vessels, or vessels we may acquire, may increase and decrease depending on the following factors:

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general economic and market conditions affecting the shipping industry;

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prevailing level of charter rates;

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competition from other shipping companies;

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types, sizes and ages of vessels;

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the availability of other modes of transportation;

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supply and demand for vessels;

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shipyard capacity and slot availability;

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cost of newbuildings;

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price of steel;

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exchange rate levels;

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number of tankers scrapped;

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governmental or other regulations; and

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technological advances and the development, availability, and cost of nuclear power, natural gas, coal, renewable energy, and other alternative sources of energy.

Dislocations in the supply of and demand for tankers as a result of the war in Ukraine and sanctions on Russian exports have resulted in greatly increased volatility in tanker asset prices. Furthermore, the ongoing war between Israel and Hamas and the Houthi rebel attacks on shipping in the Red Sea have an uncertain impact on the supply and demand for tankers. If we sell any of our vessels, or any vessel we may acquire, at a time when vessel prices have fallen, the sale price may be less than the vessel’s carrying amount in our financial statements, in which case we will realize a loss. Vessel prices can fluctuate significantly, and in the case where the market value falls below the carrying amount, we will evaluate the vessel for a potential impairment adjustment. If the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the vessel is less than its carrying amount, we may be required to write down the carrying amount of the vessel to its fair value less costs to sell in our financial statements and incur a loss and a reduction in earnings even if we do not immediately sell the vessel. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Critical Accounting Estimates—Impairment of Vessels.”

. In addition, our financing arrangements require us to satisfy financial covenants, including requirements based on the market value of our vessels and our liquidity. Declines of market values of our vessels may affect our ability to comply with various covenants and could also limit the amount of funds we are permitted to borrow under our current or future loan arrangements. If we breach the financial and other covenants under any of our financing arrangements, our financiers could accelerate our indebtedness and foreclose on vessels in our fleet, which would significantly impair our ability to continue to conduct our business. If our indebtedness were accelerated in full or in part, it may be very difficult for us to refinance our debt or obtain additional financing and we could lose our vessels if our financiers foreclose upon their ~~debts~~liens, which would adversely affect our business, financial condition, and ability to continue our business and pay dividends.

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An over-supply of tanker capacity may lead to reductions in asset prices, charter hire rates and profitability.

The market supply of tankers is affected by a number of factors such as demand for energy resources, crude oil, petroleum products and chemicals, as well as strong overall economic growth of the world economy. In recent years, shipyards have produced a large number of new tankers. As of March 22, 2024, newbuilding orders have been placed for an aggregate of approximately 8.2% of the existing global tanker fleet, with the bulk of deliveries expected during 2026. If the capacity of new tankers delivered exceeds the capacity of tankers being scrapped and converted to non-trading tankers, tanker capacity will increase. If the supply of tanker capacity increases and the demand for tanker capacity does not increase correspondingly, charter rates could materially decline, resulting in a decrease in the value of our vessels and the charter rates that we can obtain. A reduction in charter rates and the value of our vessels may have a material adverse effect on our results of operations, our ability to pay dividends, and our compliance with current or future covenants with respect to any of our financing arrangements.

The impact of the sanctions on Russian exports of crude oil and petroleum products is uncertain and has generated increased volatility in the supply of tankers available for worldwide trade. If this volatility persists, we may not be able to find profitable charters for our vessels, or vessels we may acquire, which could have a material adverse effect on our ~~revenue,~~business, results of operations, cash flows, financial condition, our ability to pay dividends and our compliance with current or future covenants with respect to any of our financing arrangements.

Volatility of SOFR could affect our profitability, earnings, and ~~financial position.~~
cash flows.

The calculation of interest in most financing agreements in our industry has been historically based on the London Interbank Offered Rate (“LIBOR”). LIBOR has been the subject of national, international, and other regulatory guidance and proposals for reform. In response thereto, the Alternative Reference Rate Committee, a committee convened by the Federal Reserve Board that includes major market participants, proposed the Secured Overnight Financing Rate, or “SOFR,” as an alternative rate to replace U.S. Dollar LIBOR. While our financing arrangements previously used LIBOR, including during the fiscal years ended December 31, 2023, 2022 and 2021, in 2023 we amended such arrangements to transition from LIBOR to SOFR. As a result, none of our financing arrangements currently utilizes LIBOR, and those that have a reference rate use SOFR, in line with current market practice.

An increase in SOFR, including as a result of the ~~credit crisis in Europe,~~interest rate increases effected by the ~~European Commission created the European Financial Stability Facility, or the EFSF,~~United States Federal Reserve and the ~~European Financial Stability Mechanism, or~~United States Federal Reserve’s recent hike of U.S. interest rates in response to rising inflation, would affect the ~~EFSM,~~amount of interest payable under our existing loan agreements, which, in turn, could have an adverse effect on our profitability, earnings, cash flow and ability to provide funding to Eurozone countries in financial difficulties that seek such support. In 2011, the European Council agreed on the need for Eurozone countries to establish a permanent stability mechanism andpay dividends. Furthermore, as a secured rate backed by government securities, SOFR may be less likely to correlate with the funding costs of financial institutions. As a result, parties may seek to adjust spreads relative to SOFR in underlying contractual arrangements. Therefore, the ~~European Stability Mechanism,~~ use of SOFR-based rates may result in interest rates and/or payments that are higher or lower than the ~~ESM,~~rates and payments that were expected when interest was ~~established~~based on LIBOR. If SOFR performs differently than expected or if our lenders insist on a different reference rate to replace SOFR, that could increase our borrowing costs (and administrative costs to reflect the transaction), which would have an adverse effect on our profitability, earnings, and cash flows. Alternative reference rates may behave in ~~2012~~a similar manner or have other disadvantages or advantages in relation to ~~assume the role of the EFSF~~our future indebtedness and the ~~EFSM~~transition to SOFR or other alternative reference rates in ~~providing external financial assistance~~the future could have a material adverse effect on us.

In order to ~~Eurozone countries. Despite~~manage any future exposure to interest rate fluctuations, we may from time-to-time use interest rate derivatives to effectively fix any floating rate debt obligations. No assurance can, however, be given that the use of these ~~measures, concerns persist regarding~~derivative instruments, if any, may effectively protect us from adverse interest rate movements. The use of interest rate derivatives may affect our results through mark to market valuation of these derivatives. Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position, and have the ~~debt burden~~potential to cause us to breach covenants in our loan agreements that require maintenance of certain ~~Eurozone countries~~financial positions and their ability to meet future financial obligations and the overall stability of the Euro. An extended period of adverse development in the outlook for European countries could reduce the overall demand for oil, petroleum products and chemicals and consequently for our services. These potential developments, or market perceptions concerning these and related issues, could affect our financial position, results of operations and cash flow.ratios.

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We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business.

Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels will operate or are registered, which can significantly affect the operation of our vessels. These regulations include, but are not limited to the International Convention for the Prevention of Pollution from Ships of 1973, as from time to time amended and generally referred to as MARPOL, including the designation of Emission Control Areas, or ECAs, thereunder, the International Convention on Load Lines of 1966, the International Convention on Civil Liability for Oil Pollution Damage of 1969, generally referred to as CLC, the International Convention on Civil Liability for Bunker Oil Pollution Damage, or Bunker Convention, the International Convention for the Safety of Life at Sea of 1974, or SOLAS, the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or ISM Code, the International Convention for the Control and Management of ~~Ships'~~Ships’ Ballast Water and Sediments, or the BWM Convention, the U.S. Oil Pollution Act of 1990, or OPA, the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, the U.S. Clean Water Act, the U.S. Clean Air Act, the U.S. Outer Continental Shelf Lands Act, the U.S. Maritime Transportation Security Act of 2002, or the MTSA, and European Union regulations. Compliance with such laws, regulations and standards, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels. We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions, the management of ballast waters, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. These costs could have a material adverse effect on our business, results of operations, cash flows and financial condition. A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations.

Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. Under OPA, for example, owners, operators and bareboat charterers are jointly and severally strictly liable for the discharge of oil within the 200-mile exclusive economic zone around the United States. Events such as the 2010 explosion of the Deepwater Horizon and the subsequent release of oil into the Gulf of Mexico, or other events, may result in further regulation of the shipping industry, and modifications to statutory liability schemes, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. An oil spill could result in significant liability, including fines, penalties and criminal liability and remediation costs for natural resource damages under other federal, state and local laws, as well as third-party damages. We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although insurance covers certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends, if any, in the future.

The operation of our vessels is affected by the requirements set forth in the United Nations' International Maritime Organization's International Management Code for the Safe Operation of Ships and Pollution Prevention, or ISM Code. The ISM Code requires ship owners, ship managers and bareboat charterers to develop and maintain an extensive "Safety Management System" that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. We expect that any vessels that we acquire in the future will be ISM Code-certified when delivered to us. The failure of a shipowner or bareboat charterer to comply with the ISM Code may subject it to increased liability, may invalidate existing insurance or decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports, including United States and European Union ports.

In addition, the hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the International Convention for Safety of Life at Sea. If a vessel does not maintain its class and/or fails any annual survey, intermediate survey or special survey, the vessel will be unable to trade between ports and will be unemployable, which will negatively impact our revenues and results from operations.

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

Due to concern over the risk of climate change, a number of countries and the ~~IMO~~International Maritime Organization (“IMO”) have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of ~~cap and trade~~cap-and-trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. Since January 1, 2020, IMO regulations have required vessels to comply with a global cap on the sulfur in fuel oil used on board of 0.5%, down from the previous cap of 3.5%. Pursuant to MEPC 80, in July 2023, IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which identifies a number of levels of ambition, including (1) decreasing the carbon intensity from ships through the implementation of further phases of the Energy Efficiency Design Index for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030; and (3) pursuing net-zero GHG emissions by or around 2050.

Since January 1, 2020, ships have to either remove sulfur from emissions or buy fuel with low sulfur content, which may lead to increased costs and supplementary investments for ship owners. The interpretation of “fuel oil used on board” includes use in main engine, auxiliary engines and boilers. Shipowners may comply with this regulation by (i) using 0.5% sulfur fuels on board, which are available around the world but at a higher cost; (ii) installing scrubbers for cleaning of the exhaust gas; or (iii) by retrofitting vessels to be powered by liquefied natural gas, which may not be a viable option due to the lack of supply network and high costs involved in this process. While currently all our vessels have scrubbers installed, costs of compliance with these regulatory changes for any non-scrubber vessels we may acquire may be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Additional greenhouse regulations may result in increased implementation and compliance costs and expenses, such as:

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IMO Data Collection System (DCS): in October 2016, at MEPC 70, the IMO adopted a mandatory data collection system, or the IMO DCS, which requires vessels above 5,000 gross tons to report consumption data for fuel oil, hours under way and distance travelled. This IMO DCS covers any maritime activity carried out by ships, including dredging, pipeline laying, and offshore installations. Data is reported annually to the flag state, which issues to the vessel a statement of compliance.

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Amendments to MARPOL Annex VI: MEPC 79 adopted amendments to MARPOL, Annex VI regarding reporting requirements in connection with the implementation of the Energy Efficiency Existing Ship Index, or EEXI, and carbon intensity indicator, or CII, framework, which amendments are expected to become effective on May 1, 2024. Beginning in January 2023, Annex VI requires EEXI and CII certification. The first annual reporting was to be completed in 2023, with initial ratings given in 2024.

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Net zero greenhouse emissions in the EU by 2050: in 2021, the EU adopted a European Climate Law (Regulation (EU) 2021/1119), establishing the aim of reaching net zero greenhouse gas emissions in the EU by 2050, with an intermediate target of reducing greenhouse gas emissions by at least 55% by 2030, compared to 1990 levels. In July 2021, the European Commission launched the “Fit for 55” to support the climate policy agenda. As of January 2019, large ships calling at EU ports have been required to collect and publish data on carbon dioxide emissions and other information.

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Maritime emissions trading scheme in force on January 1, 2024: the maritime emissions trading scheme, or ETS, is to apply gradually over the period from 2024 to 2026. 40% of allowances would have to be surrendered in 2025 for the year 2024; 70% of allowances would have to be surrendered in 2026 for the year 2025; and 100% of allowances would have to be surrendered in 2027 for the year 2026. Compliance is to be on a companywide (rather than per ship) basis and “shipping company” is defined widely to capture both the ship owner and any contractually appointed commercial operator/ship manager/bareboat charterer who not only assume full compliance for ETS but also under the ISM Code. If the latter contractual arrangement is entered into this needs to be reflected in a certified mandate signed by both parties and presented to the administrator of the scheme. The cap under the ETS would be set by taking into account EU MRV system emissions data for the years 2018 and 2019, adjusted, from year 2021 and is to capture 100% of the emissions from intra-EU maritime voyages; 100% of emissions from ships at berth in EU ports and 50% of emissions from voyages which start or end at EU ports (but the other destination is outside the EU). Furthermore, the newly passed EU Emissions Trading Directive 2023/959/EC makes clear that all maritime allowances would be auctioned and there will be no free allocation. 78.4 million emissions allowances are to be allocated specifically to maritime. New systems, personnel, data management systems, costs recovery mechanisms, revised service agreement terms and emissions reporting procedures will have to be put in place to prepare for and manage the administrative aspect of ETS compliance. The cost of compliance, and of our future EU emissions and costs to purchase an allowance for emissions (if we must purchase in order to comply) are unknown and difficult to predict, and are based on a number of factors, including the size of our fleet, our trips within and to and from the EU, and the prevailing cost of allowances.

In addition, although the emissions of greenhouse gases from international shipping currently are not currently subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which required adopting countries to implement national programs to reduce emissions of certain gases, or the Paris Agreement (discussed further below), a new treaty may be adopted in the future that includes restrictions on shipping emissions. Compliance with changes in laws, regulations and obligations relating to climate change affects the propulsion options in subsequent vessel designs and could increase our costs related to acquiring new vessels, operating and maintaining our existing vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.

Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create greater incentives for use of alternative energy sources. In addition, the physical effects of climate change, including changes in weather patterns, extreme weather events, rising sea levels, scarcity of water resources, may negatively impact our operations. Any long-term material adverse effect on the oil and gas industry could have a significant ~~adverse~~ financial and operational adverse impact on our business that we cannot predict with certainty at this time.

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Increasing growth of electric vehicles and renewable fuels could lead to a decrease in trading and the movement of crude oil and petroleum products worldwide.

The IEA noted in its Global EV Outlook 2023 that total electric cars sold annually worldwide grew from about 120,000 in 2012 to more than 10 million in 2022, bringing the total number of electric cars to approximately 26 million, more than five times the number from 2018. Electric car sales in the first quarter of 2023 were 2.3 million, up 25% from the same quarter of 2022. This was driven mainly by government subsidies and policy initiatives, such as the phasing-out of internal combustion engines and vehicle electrification targets, combined with high oil prices in 2022 that further motivated prospective buyers. IEA forecasts are for electric vehicles (“EVs”) to grow from 17 million in 2021 to 240 million by 2030, which the IEA forecasts would reduce worldwide demand for oil products by 5 million barrels per day in 2030. IEA estimates that EV operations in 2019 avoided the consumption of almost 0.7 million barrels per day of oil products. According to the World Economic Forum, there were about 1.1 billion cars registered in 2015 and there will be about 2 billion cars registered by 2040.

According to the IEA and EIA, U.S. biodiesel production increased rapidly from 32,000 barrels per day in 2009 to 106,000 barrels per day in 2022, a growth of about 231%. During the same period, diesel production from U.S. refineries grew from an average of 4.0 million barrels per day in 2009 to 4.8 million barrels per day in 2022, a growth of about 20%. A growth in EVs or a slowdown in imports or exports of crude or petroleum products worldwide may result in decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our business, results of operations, cash flows, financial condition, and ability to make cash distributions.

Our vessels may suffer damage due to the inherent operational risks of the tanker industry and we may experience unexpected dry-docking costs, which may adversely affect our business and financial condition.

The operation of an ocean-going vessel carries inherent risks. Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather and other acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy, diseases (such as the outbreak of COVID-19), quarantine and other circumstances or events. These hazards may result in death or injury to persons, loss of revenues or property, the payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships or delay or re-routing, which may also subject us to litigation. In addition, the operation of tankers has unique operational risks associated with the transportation of oil or chemicals. An oil or chemical spill may cause significant environmental damage, and the costs associated with a catastrophic spill could exceed the insurance coverage available to us. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability and high volume of the oil and chemicals transported in such tankers.

If our vessels suffer damage, they may need to be repaired at a dry-docking facility. The costs of dry-dock repairs are unpredictable and may be substantial. We may have to pay dry-docking costs that our insurance does not cover in full. The loss of earnings while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, would decrease our earnings. In addition, space at dry-docking facilities is sometimes limited and not all dry-docking facilities are conveniently located. We may be unable to find space at a suitable dry-docking facility or our vessels may be forced to travel to a dry-docking facility that is not conveniently located to our ~~vessels'~~vessels’ positions. The loss of earnings while these vessels are forced to wait for space or to ~~steam~~travel to more distant dry-docking facilities would decrease our earnings.

We are subject to international safety regulations and requirements imposed by classification societies and the ~~case~~failure to comply with these regulations may subject us to increased liability, may adversely affect our insurance coverage and may result in a denial of ~~bareboat chartered-out vessels, dry-docking risks, expenses and loss of hire~~access to, or freight revenue affect the bareboat charterer and not the shipowner, for the duration of the bareboat charter. In the case of our bareboat chartered-in vessels, dry-docking risks, expenses and loss of hire or freight revenue affect us. Currently we do not employ anydetention in, certain ports.

The operation of our vessels onis affected by the requirements set forth in the United Nations’ International Maritime Organization’s International Management Code for the Safe Operation of Ships and Pollution Prevention, or ISM Code. The ISM Code requires ship owners, ship managers and bareboat ~~charters.~~

~~The market value~~charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of ~~our~~a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. We expect that any vessels ~~and those~~that we ~~may~~ acquire in the future will be ISM Code-certified when delivered to us. The failure of a shipowner or bareboat charterer to comply with the ISM Code may ~~fluctuate significantly, which could cause us~~subject it to ~~incur losses if we decide~~increased liability, may invalidate existing insurance or decrease available insurance coverage for the affected vessels and may result in a denial of access to, ~~sell them following~~or detention in, certain ports, including United States and European Union ports.

In addition, the hull and machinery of every commercial vessel must be classed by a ~~decline~~classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in ~~their market values or we may be required to write down their carrying value, which will adversely affect our earnings.~~

~~The fair market value~~accordance with the applicable rules and regulations of ~~our vessels may increase and decrease depending on~~ the ~~following factors:~~

~~general economic and market conditions affecting the shipping industry;~~

~~prevailing level of charter rates;~~

~~competition from other shipping companies;~~

~~types, sizes and ages of vessels;~~

~~the availability of other modes of transportation;~~

~~supply and demand for vessels;~~

~~shipyard capacity;~~

~~cost of newbuildings;~~

~~price of steel;~~

~~governmental or other regulations; and~~

~~technological advances.~~

If we sell any vessel at a time when vessel prices have fallen, the sale price may be less than the vessel's carrying amount in our financial statements, in which case we will realize a loss. Vessel prices can fluctuate significantly, and in the case where the market value falls below the carrying amount, we will evaluate the vessel for a potential impairment adjustment. If the estimatecountry of ~~undiscounted cash flows, excluding interest charges, expected to be generated by the use~~registry of the vessel ~~is less than~~and the International Convention for Safety of Life at Sea. If a vessel does not maintain its ~~carrying amount, we may be required to write down the carrying amount of~~class and/or fails any annual survey, intermediate survey or special survey, the vessel will be unable to ~~its fair value in~~trade between ports and will be unemployable, which will negatively impact our ~~financial statements~~revenues and ~~incur a loss and a reduction in earnings. See "Item 5. Operating and Financial Review and Prospects—A. Operating Results—Critical Accounting Policies—Impairment of Vessels."~~results from operations.

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~~An over-supply of tanker capacity may lead to reductions in charter hire rates and profitability.~~

The market supply of tankers is affected by a number of factors such as demand for energy resources, crude oil, petroleum products and chemicals, as well as strong overall economic growth of the world economy. If ~~the capacity of new tankers delivered exceeds the capacity of such tankers being scrapped and lost, vessel capacity will increase, which could lead to reductions in charter rates.~~ ~~As of March 23, 2018, newbuilding orders have been placed for an aggregate of approximately~~ ~~11.5% of the existing global tanker fleet with the bulk of deliveries expected during 2018 and 2019.~~

~~An over-supply of oil tankers has already resulted in an increase in oil tanker charter hire rate volatility. If this volatility persists, we may not be able to find profitable charters for~~ our vessels ~~which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.~~

~~Our vessels may~~ call on ports located in countries or territories that are the subject ~~to restrictions~~of sanctions or embargoes imposed by the U.S. government or other ~~governments, which~~governmental authorities, it could lead to monetary fines or adversely affect our business, reputation and the market for our common ~~stock.~~shares.

Our business could be adversely impacted if we are found to have violated economic sanctions under the applicable laws of the European Union, the United States or another applicable jurisdiction against countries such as Iran, Syria, North Korea, and Cuba. U.S. economic sanctions, for example, prohibit a wide scope of conduct, target numerous countries and individuals, and are frequently updated or changed.

Many economic sanctions relate to our business, including prohibitions on certain kinds of trade with countries, such as exportation or re-exportation of commodities, or prohibitions against certain transactions with designated nationals who may be operating under aliases or through non-designated companies.

Additionally, the U.S. Iran Threat Reduction Act amended the Exchange Act, to require issuers that file annual or quarterly reports under Section 13(a) of the Exchange Act to include disclosure in their annual and quarterly reports as to whether the issuer or its affiliates have knowingly engaged in certain activities prohibited by sanctions against Iran or transactions or dealings with certain identified persons. We are subject to this disclosure requirement.

While ~~none of~~ our vessels have not called on ports located in countries or territories that are the subject toof country-wide or territory-wide sanctions or embargoes imposed by the U.S. government or other governmental authorities (“Sanctioned Jurisdictions”) in violation of applicable sanctions ~~during 2017,~~or embargo laws in 2023, and although we intend to ~~comply~~maintain compliance with all applicable sanctions and embargo laws, and ~~regulations,~~we endeavor to take precautions reasonably designed to ensure compliance with such laws, it is possible that, in the future, our vessels may call on ports in ~~these countries from time to time~~Sanctioned Jurisdictions in violation of applicable sanctions or embargo laws on ~~charterers'~~charterers’ instructions and without our consent. If such activities result in ~~the future, and there can be no assurance that~~a violation of sanctions or embargo laws, we ~~will maintain such compliance, particularly as the scope of certain laws may be unclear and may~~could be subject to ~~changing interpretations.~~ monetary fines, penalties, or other sanctions, and our reputation and the market for our common shares could be adversely affected.

The U.S. sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or ~~strengthened~~expanded over time. ~~With effect from July 1, 2010,~~

In particular, the ~~U.S. enacted~~ongoing war in Ukraine could result in the ~~Comprehensive Iran Sanctions Accountability and Divestment Act, or CISADA, which expanded the scope~~imposition of the Iran Sanctions Act. Among other things, CISADA expands the application of the prohibitions to companies, such as ours, and introduces limits on the ability of companies and persons to do business or trade with Iran when such activities relate to the investment, supply or export of refined petroleum or petroleum products. In addition, on May 1, 2012, President Obama signed Executive Order 13608 which prohibits foreign persons from violating or attempting to violate, or causing a violation of anyfurther economic sanctions in effect against Iran or facilitating any deceptive transactions for or on behalf of any person subject to U.S. sanctions. Any persons found to be in violation of Executive Order 13608 will be deemed a foreign sanctions evader, and U.S. persons are generally prohibited from all transactions or dealings with such persons, whether direct or indirect. Among other things, foreign sanctions evaders are unable to transact in U.S. dollars.

Also in 2012, President Obama signed into law the Iran Threat Reduction and Syria Human Rights Act of 2012, or the Iran Threat Reduction Act, which created new sanctions and strengthened existing sanctions. Among other things, the Iran Threat Reduction Act intensifies existing sanctions regarding the provision of goods, services, infrastructure or technology to Iran's petroleum or petrochemical sector. The Iran Threat Reduction Act also includes a provision requiring the President ofby the United States to impose five or more sanctions from Section 6(a) of the Iran Sanctions Act, as amended, on a person the President determines is a controlling beneficial owner of, or otherwise owns, operates, or controls or insures a vessel that was used to transport crude oil from Iran to another country and (1) if the person is a controlling beneficial owner of the vessel, the person had actual knowledge the vessel was so used or (2) if the person otherwise owns, operates, or controls, or insures the vessel, the person knew or should have known the vessel was so used. Such a person could be subject to a variety of sanctions, including exclusion from U.S. capital markets, exclusion from financial transactions subject to U.S. jurisdiction, and exclusion of that person's vessels from U.S. ports for up to two years.

On November 24, 2013, the P5+1 (the United States, United Kingdom, Germany, France, Russia and China) entered into an interim agreement with Iran entitled the "Joint Plan of Action," or the JPOA. Under the JPOA it was agreed that, in exchange for Iran taking certain voluntary measures to ensure that its nuclear program is used only for peaceful purposes, the U.S. and the European Union would voluntarily suspend certain sanctions for a period of six months. On January 20, 2014, the U.S. and European Union indicated that they would begin implementing the temporary relief measures provided for under the JPOA. These measures included, among other things, the suspension of certain sanctions on the Iranian petrochemicals, precious metals, and automotive industries from January 20, 2014 until July 20, 2014. The JPOA was subsequently extended twice.

On July 14, 2015, the P5+1 and the European Union announced that they reached a landmark agreement with Iran titled the Joint Comprehensive Plan of Action Regarding the Islamic Republic of Iran's Nuclear Program, or the JCPOA, which is intended to significantly restrict Iran's ability to develop and produce nuclear weapons for 10 years while simultaneously easing sanctions directed toward non-U.S. persons for conduct involving Iran, but taking place outside of U.S. jurisdiction and does not involve U.S. persons. On January 16, 2016 ("Implementation Day"), the United States joined the European Union and the U.N. in lifting a significant number of their nuclear-related sanctions on Iran following an announcement by the International Atomic Energy Agency, or the IAEA, that Iran had satisfied its respective obligations under the JCPOA.

U.S. sanctions prohibiting certain conduct that is now permitted under the JCPOA have not actually been repealed or permanently terminated at this time. Rather, the U.S. government has implemented changes to the sanctions regime by: (1) issuing waivers of certain statutory sanctions provisions; (2) committing to refrain from exercising certain discretionary sanctions authorities; (3) removing certain individuals and entities from OFAC's sanctions lists; and (4) revoking certain Executive Orders and specified sections of Executive Orders. These sanctions will not be permanently "lifted" until the earlier of "Transition Day," set to occur on October 20, 2023, or upon a report from the IAEA stating that all nuclear material in Iran is being used for peaceful activities. On October 13, 2017, the U.S. President announced that he would not certify Iran's compliance with the JCPOA. This did not withdraw the U.S. from the JCPOA or reinstate any sanctions. However, the U.S. President must periodically renew sanctions waivers and his refusal to do so could result in the reinstatement of certain sanctions currently suspended under the JCPOA. Although it is our intention to comply with the provisions of the JCPOA, there can be no assurance that we will be in compliance in the future as such regulations and U.S. Sanctions may be amended over time, and the U.S. retains the authority to revoke the aforementioned relief if Iran fails to meet its commitments under the JCPOA, as noted above.

against Russia. Current or future counterparties of ours may be affiliated with persons or entities that are or may be in the future the subject of sanctions imposed by the ~~Trump administration,~~governments of the U.S., European Union, and/or other international ~~bodies as a result of the annexation of Crimea by Russia in March 2014.~~bodies. If we determine that such sanctions require us to terminate existing or future contracts to which we, or our subsidiaries, are party or if we are found to be in violation of such applicable sanctions, our results of operations may be adversely affected or we may suffer reputational harm. ~~Currently, we do not believe that any of our existing counterparties are affiliated with persons or entities that are subject to such sanctions.~~

Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, ~~there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any~~any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business, and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, our common ~~stock~~shares may adversely affect the price at which our common ~~stock trades.~~shares trade. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities in countries subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries, or engaging in operations associated with those countries pursuant to contracts with third parties that are unrelated to those countries or entities controlled by their governments. Investor perception of the value of our common ~~stock~~shares may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in ~~these~~countries or territories that we operate in.

Political instability, terrorist or other attacks, war, international hostilities and ~~surrounding countries.~~

~~World events could~~public health threats can affect the tanker industry, which may adversely affect our business.

We conduct most of our operations outside of the United States and our business, operating results, cash flows, financial conditions, and available cash may be adversely affected by changing economic, political, and governmental conditions in the countries and regions in which our vessels or other vessels we may acquire are employed or registered. Moreover, we operate in a sector of ~~operations~~the economy that is likely to be adversely impacted by the effects of political uncertainty and ~~financial condition.~~

~~The continuing~~armed conflicts, including the war between Ukraine and Russia and between Israel and Hamas, Russia and NATO tensions, China and Taiwan disputes, United States and China trade relations, instability between Iran and the West, hostilities between the United States and North Korea, political unrest and conflicts in the Middle East, ~~and elsewhere, and~~ the ~~presence~~South China Sea region, the Red Sea region (including missile attacks controlled by the Houthis on vessels transiting the Red Sea or Gulf of ~~the United States~~Aden), and other ~~armed forces in Afghanistan~~countries and ~~Syria, may lead to additional acts of terrorism and armed conflict~~geographic areas, geopolitical events, such as Brexit or another withdrawal from the European Union, terrorist or other attacks (or threats thereof) around the world, ~~which~~and war (or threatened war) or international hostilities. Such events may contribute to further economic instability in the global financial ~~markets. These uncertainties~~markets and international commerce, and could also adversely affect our ability to obtain additional financing ~~or, if we are able to obtain financing, to do so~~ on terms ~~unfavorable~~acceptable to ~~us.~~ us or at all.

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The war between Russia and Ukraine may lead to further regional and international conflicts or armed action. This war has disrupted supply chains and caused instability in the energy markets and the global economy, with effects on shipping freight rates, which have experienced volatility. The United States, the United Kingdom, and the European Union, among other countries, have announced unprecedented economic sanctions and other penalties against certain persons, entities, and activities connected to Russia, including removing Russian-based financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system and restricting imports of Russian oil, liquified natural gas, and coal. These sanctions have caused supply disruptions in the oil and gas markets and could continue to cause significant volatility in energy prices, which could result in increased inflation and may trigger a recession in the U.S. and China, among other regions. While much uncertainty remains regarding the global impact of the war in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, operating results, and cash flows. Moreover, we will be subject to additional insurance premiums in case we transit through or call to any port or area designated as listed areas by the Joint War Committee or other organizations. These factors may also result in the weakening of the financial condition of our charterers, suppliers, counterparties, and other agents in the shipping industry. As a result, our business, operating results, cash flows, and financial condition may be negatively affected since our operations are dependent on the success and economic viability of our counterparties.

The ongoing war between Russia and Ukraine could result in the imposition of further economic sanctions by the United States, the United Kingdom, the European Union, or other countries against Russia, trade tariffs, or embargoes with uncertain impacts on the markets in which we operate. In addition, the U.S. and certain other North Atlantic Treaty Organization (NATO) countries have been supplying Ukraine with military aid. U.S. officials have also warned of the increased possibility of Russian cyberattacks, which could disrupt the operations of businesses involved in the shipping industry, including ours, and could create economic uncertainty particularly if such attacks spread to a broad array of countries and networks. Although Ukraine and Russia reached an agreement to extend an arrangement allowing shipment of grain from Ukrainian ports through a humanitarian corridor in the Black Sea in November 2022, Russia terminated this agreement in July 2023. While much uncertainty remains regarding the global impact of the war in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, operating results, and cash flows.

The Russian Foreign Harmful Activities Sanctions program includes prohibitions on the import of certain Russian energy products into the United States, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal, as well as prohibitions on all new investments in Russia by U.S. persons, among other restrictions. Furthermore, the United States, the EU and other countries have also prohibited a variety of specified services related to the maritime transport of Russian Federation origin crude oil and petroleum products, including trading/commodities brokering, financing, shipping, insurance (including reinsurance and protection and indemnity), flagging, and customs brokering. These prohibitions took effect on December 5, 2022 with respect to the maritime transport of crude oil and took effect on February 5, 2023 with respect to the maritime transport of other petroleum products. An exception exists to permit such services when the price of the seaborne Russian oil into non-EU countries does not exceed the relevant price cap; but implementation of this price exception relies on a recordkeeping and attestation process that allows each party in the supply chain of seaborne Russian oil to demonstrate or confirm that oil has been purchased at or below the price cap. Violations of the price cap policy or the risk that information, documentation, or attestations provided by parties in the supply chain are later determined to be false may pose additional risks adversely affecting our business.

Furthermore, the intensity and duration of the recently declared war between Israel and Hamas is difficult to predict and its impact on the world economy and our industry is uncertain. Beginning in late 2023, vessels in the Red Sea and Gulf of Aden have increasingly been subject to attempted hijackings and attacks by drones and projectiles characterized by Houthi groups in Yemen as a response to the war between Israel and Hamas. An increasing number of companies have rerouted their vessels to avoid transiting the Red Sea, incurring greater shipping costs and delays. For vessels transiting the region, war risk premium has increased substantially, and should these attacks continue, we could similarly experience a significant increase in our insurance costs and we may not be adequately insured to cover losses from these incidents, however since currently all our vessels are on time charter these increased war premiums if any will be paid by our charterers. While much uncertainty remains regarding the global impact of the war between Israel and Hamas, it is possible that such tensions could result in the eruption of further hostilities in other regions, including in and around the Red Sea, and could adversely affect our business, financial conditions, operating results, and cash flows.

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In the past, other political conflicts have also resulted in attacks on vessels, mining of waterways, and other efforts to disrupt international ~~shipping.~~shipping, particularly in the Arabian Gulf region. The ongoing war in Ukraine has previously resulted in missile attacks on commercial vessels in the Black Sea. The recent outbreak of conflict in and around the Red Sea has also resulted in missile attacks on vessels. Acts of terrorism and piracy have also affected vessels trading in regions such as the ~~South China~~Gulf of Guinea, the Red Sea, ~~and~~ the Gulf of Aden off the coast of ~~Somalia.~~Somalia, and the Indian Ocean. Any of these occurrences could have a material adverse impact on our ~~business,~~future performance, operating results, cash flows, financial ~~condition~~position, and ~~results of operations.~~our ability to pay cash distributions to our shareholders.

Acts of piracy on ocean-going vessels could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as ~~the South China Sea, the Arabian Sea,~~ the Red Sea, the Gulf of Aden off the coast of Somalia, the Indian Ocean, and the Gulf of ~~Guinea.~~Guinea region off the coast of Nigeria, which has experienced increased incident of piracy in recent years. Sea piracy incidents continue to ~~occur.~~occur, particularly in the South China Sea, the Indian Ocean, the Gulf of Guinea, and the Strait of Malacca, and there has been a recent resurgence of such incidents in the Gulf of Aden. Acts of piracy could result in harm or danger to the crews that man our ~~vessels. If insurers or the Joint War Committee characterize the~~vessels and other vessels we may acquire. Additionally, if piracy attacks occur in regions in which our vessels and other vessels we may acquire are deployed being characterized as ~~"war risk"~~“war risk” zones by insurers or ~~"war~~if our vessels and ~~strikes"~~other vessels we may acquire are deployed in Joint War Committee “war and strikes” listed areas,~~" respectively,~~ premiums payable for insurance coverage could increase significantly and such insurance coverage may be more difficult to obtain, if available at all. In addition, crew and security equipment costs, including costs that may be incurred to ~~the extent we~~ employ onboard security armed guards, could increase in such circumstances. Furthermore, while we believe the charterer remains liable for charter payments when a vessel is seized by pirates, the charterer may dispute this and withhold charter hire until the vessel is released. A charterer may also claim that a vessel seized by pirates was not “on-hire” for a certain number of days and is therefore entitled to cancel the charterparty, a claim that we would dispute. We may not be adequately insured to cover losses from these incidents, ~~least of all for bearing the cost of the applicable deductible(s) or unforeseen charges/costs,~~ which could have a material adverse effect on us. In addition, any detention hijacking as a result of an act of piracy against our vessels and other vessels we may acquire, or an increase in cost or unavailability of insurance for our vessels and other vessels we may acquire could have a material adverse impact on our business, ~~results of operations, cash flows,~~ financial condition, and ~~ability to pay dividends and may result in loss of revenues, increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.~~operating results.

Changes in the economic and political environment in China and policies adopted by the Chinese government to regulate its economy may have a material adverse effect on our business, financial condition and results of operations.

The Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development, or OECD, in respects such as structure, government involvement, level of development, growth rate, capital reinvestment, allocation of resources, rate of inflation and balance of payments position. Prior to 1978, the Chinese economy was a planned economy. Since 1978, increasing emphasis has been placed on the utilization of market forces in the development of the Chinese economy. Annual and five-year plans, or State Plans, are adopted by the Chinese government in connection with the development of the economy. Although state-owned enterprises still account for a substantial portion of the Chinese industrial output, in general, the Chinese government is reducing the level of direct control that it exercises over the economy through State Plans and other measures. There is an increasing level of freedom and autonomy in areas such as allocation of resources, production, pricing and management and a gradual shift in emphasis to a "market economy" and enterprise reform. Limited price reforms were undertaken, with the result that prices for certain commodities are principally determined by market forces. Many of the reforms are unprecedented or experimental and may be subject to revision, change or abolition based upon the outcome of such experiments. If the Chinese government does not continue to pursue a policy of economic reform, the level of imports to and exports from China could be adversely affected and could adversely affect our business, operating results and financial condition.

Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.

International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination. Inspection procedures can result in the seizure of, delay in the loading, off-loading or delivery of, the contents of our vessels or the levying of customs duties, fines or other penalties against us. It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, financial condition, and results of operations.

The efficient operation of our business is dependent on computer hardware and software ~~systems.~~systems both onboard our vessels and at our onshore offices. Information systems are vulnerable to security breaches by computer hackers and cyber terrorists. We rely on industry-accepted security measures and technology to securely maintain confidential and proprietary information ~~maintained~~kept on our information systems. However, these measures and technology may not adequately prevent cybersecurity breaches, the access, capture or alteration of information by criminals, the exposure or exploitation of potential security vulnerabilities, the installation of malware or ransomware, acts of vandalism, computer viruses, misplaced data or data loss. In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

Additionally, any changes in the nature of cyber threats might require us to adopt additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. Most recently, the war between Russia and Ukraine has been accompanied by cyber-attacks against the Ukrainian government and other countries in the region. It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions globally, which could adversely affect our operations. It is difficult to assess the likelihood of such threat and any potential impact at this time.

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In July 2023, the SEC adopted rules requiring the mandatory disclosure of material cybersecurity incidents, as well as cybersecurity governance and risk management practices. A failure to disclosure could result in the imposition of injunctions, fines and other penalties by the SEC. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any cybersecurity incident.

RISKS RELATED TO OUR COMPANY

Our financing facilities contain restrictive covenants that may limit our liquidity and corporate activities, and could have an adverse effect on our financial condition and results of operations.

Our financing facilities in the form of the bareboat charters in connection with the sale and leaseback agreements (“SLBs”) of our fleet contain, and any future financing facilities we may enter into are expected to contain, customary covenants, events of default and termination event clauses, including cross-default provisions and restrictive covenants and performance requirements that may affect our operational and financial flexibility. Such restrictions could affect, and in many respects limit or prohibit, among other things, our ability to incur additional indebtedness, pay dividends, create liens, sell assets, or engage in mergers or acquisitions. These restrictions could also limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities. There can be no assurance that such restrictions will not adversely affect our ability to finance our future operations or capital needs.

Our financing facilities require us to maintain specified financial ratios, satisfy financial covenants and contain cross-default clauses and other representations, including the following:

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maintain a consolidated leverage ratio of not more than 75%;

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maintain minimum free liquidity of $0.5 million per operating vessel but not less than $4.0 million in aggregate; and

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assure no change of control of the company takes place, except with the lessor’s/lender’s prior written consent.

As of December 31, 2023, we are in compliance with all covenants in our financing facilities.

As a result of the restrictions in our financing facilities, or similar restrictions in our future financing facilities, we may need to seek permission from the owners of our leased vessels or banks that finance our vessels in order to engage in certain corporate actions. Their interests may be different from ours and we may not be able to ~~continue as a going concern.~~

~~Our audited condensed consolidated financial statements for the year ended December 31, 2017 have been prepared on the basis~~obtain their permission when needed. This may prevent us from taking actions that we believe are in our best interest, which may adversely impact our revenues, results of operations and financial condition.

A failure by us to meet our payment and other obligations, including our financial covenant requirements, could lead to defaults under our financing facilities or any future financing facilities. If we are not in compliance with our covenants and we are not able to obtain covenant waivers or modifications, the current or future owners of our leased vessels or the banks that finance our current or future vessels, as appropriate, could retake possession of our vessels or require us to pay down our indebtedness to a level where we are in compliance with our covenants or sell vessels in our fleet. Events beyond our control, including changes in the economic and business conditions in the shipping markets in which we operate, interest rate developments, changes in the funding costs of our banks, changes in vessel earnings and asset valuations and outbreaks of epidemic and pandemic of diseases, such as the outbreak of COVID-19, may affect our ability to comply with these covenants. We could lose our vessels if we default on our financing facilities, which would negatively affect our revenues, results of operations and financial condition.

Servicing current and future debt (including SLBs) will ~~continue as~~limit funds available for other purposes and could impair our ability to react to changes in our business.

We must dedicate a ~~going concern. As at December 31, 2017, we had a~~portion of our cash flow from operations to pay the principal and interest on our indebtedness. These payments limit funds otherwise available for working capital, ~~surplus of $3.5 million~~capital expenditures and commitments under operating leases for the next twelve months of $6.3 million. As of March29, 2018, our capital commitments for the acquisition of our fleet for the following twelve months amounts to $137.1 million.

other purposes. As of December 31, ~~2017~~2023, we had a total indebtedness of $246.2 million, excluding unamortized finance fees and debt discounts. Our current or future debt could have undrawn facilities amounting to $51.8 million. Please see "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources." We are considering options to raise capital to avoid there being substantial doubt aboutother significant consequences on our ~~ability~~operations. For example, it could:

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increase our vulnerability to general economic downturns and adverse competitive and industry conditions;

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require us to dedicate a substantial portion, if not all, of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

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place us at a competitive disadvantage compared to competitors that have less debt or better access to capital;

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limit our ability to raise additional financing on satisfactory terms or at all; and

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adversely impact our ability to comply with the financial and other restrictive covenants of our current or future financing arrangements, which could result in an event of default under such agreements.

Furthermore, our current or future ~~operations and meet our obligations as they become due for at least a year, and continue as a going concern.~~interest expense will increase if interest rates increase. If we ~~are unable to refinance or raise capital,~~do not have sufficient earnings, we may ~~cease to continue as a going concern and we would~~ be required to ~~restate~~refinance all or part of our current or future debt, sell assets, borrow more money or sell more securities, and ~~liabilities~~we cannot guarantee that the resulting proceeds therefrom, if any, will be sufficient to meet our ongoing capital and operating needs. Because interest paid on loans is generally a margin plus a reference rate, such as SOFR, that is subject to change, our actual interest costs would increase as the reference rate increases. During an inflationary period, such as one we are currently experiencing, the SOFR or similar reference rate will generally be increased, thus costing us more money to service our debt obligations and reducing our results of operations and cash flow. Any event of default under a loan agreement pursuant to which we have granted security could permit the relevant lender to exercise its rights as a secured lender and take the relevant collateral, which may include our vessels.

As of the date of this annual report, Lax Trust, which is an irrevocable trust established for the benefit of certain family members of our President, Chief Executive Officer and Director, Mr. Pistiolis, may be deemed to beneficially own, directly or indirectly, all of the 100,000 outstanding shares of our Series D Preferred Shares. Each Series D Preferred Share carries 1,000 votes. 3 Sororibus Trust, an irrevocable trust established for the benefit of certain family members of Mr. Pistiolis, may be deemed to beneficially own 2,930,718 of our common shares, and Mr. Pistiolis may be deemed to beneficially own 446,446 common shares based on a ~~liquidation basis,~~Schedule 13D/A filed by 3 Sororibus Trust and Mr. Pistiolis on February 14, 2024.

Based on the Lax Trust’s beneficial ownership of 100% of our Series D Preferred Shares as of the date of this annual report, and the reported beneficial ownership of common shares by 3 Sororibus Trust and Mr. Pistiolis on February 14, 2024, the Lax Trust may be deemed to beneficially own 95.6% of our total voting power, and the Lax Trust together with the 3 Sororibus Trust and Mr. Pistiolis may be deemed to beneficially own 98.8% of our total voting power, and therefore to control the outcome of matters on which ~~could differ significantly~~our shareholders are entitled to vote, including the election of our directors and other significant corporate actions. The interests of the Lax Trust, 3 Sororibus Trust, the family of Mr. Pistiolis and Mr. Pistiolis may be different from your interests.

As a prerequisite for the ~~going concern basis.~~Navigare Lease (defined below), Mr. Pistiolis personally guaranteed the performance of the bareboat charters connected to the lease, under certain circumstances, and in exchange, we, among other things, amended the Certificate of Designations governing the terms of the Series D Preferred Shares, to adjust the voting rights per share of Series D Preferred Shares such that during the term of the Navigare Lease, the combined voting power controlled by Mr. Pistiolis and the Lax Trust does not fall below a majority of our total voting power, irrespective of any new common or preferred stock issuances, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease.

We ~~are currently~~have been subject to litigation in the past and we may be subject to similar or other litigation in the future.

We and certain of our current executive officers ~~are~~were defendants in purported class-action lawsuits ~~pending~~ in the U.S. District Court for the Eastern ~~Districts~~District of New York, brought on behalf of ~~shareholders of the Company.~~our shareholders. The lawsuits ~~allege~~alleged violations of Sections 9, 10(b), 20(a) and/or 20A of the Securities Exchange Act of 1934, as amended, or the Exchange ~~Act.~~

~~While we believe these claims to be without merit~~Act and ~~intend to continue to defend~~Rule 10b-5 promulgated hereunder. In connection with these lawsuits, ~~vigorously,~~certain co-defendants requested that we ~~cannot predict~~indemnify and hold them harmless against all losses, including reasonable costs of defense, arising from the litigation, pursuant to the provisions of the Common Stock Purchase Agreement between us and Kalani.

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On August 3, 2019 the Eastern District Court of New York dismissed the case with prejudice. On August 26, 2019, plaintiffs appealed the dismissal to the United States Court of Appeals for the Second Circuit. We filed our response briefs on November 26 and November 27, 2019, and plaintiffs/appellants filed their ~~outcome. Furthermore, we~~reply brief on December 11, 2019. The Court of Appeals held oral argument on March 10, 2020 and took the matter under advisement. On April 2, 2020, the Court of Appeals issued a summary order affirming the District Court’s decision dismissing Plaintiffs’ claims and denying leave to amend and the case was finally concluded in our favor.

We may, from time to time, be a party to other litigation in the normal course of business. Monitoring and defending against legal actions, whether or not meritorious, is time-consuming for our management and detracts from our ability to fully focus our internal resources on our business activities. In addition, our legal fees and costs incurred in connection with such activities and any legal fees of co-defendants for which we are deemed responsible may be significant and we could, in the future, be subject to judgments or enter into settlements of claims for significant monetary damages. A decision adverse to our interests could result in the payment of substantial damages and could have a material adverse effect on our cash flow, results of operations and financial position.

With respect to any litigation, our insurance may not reimburse us or may not be sufficient to reimburse us for the expenses or losses we may suffer in contesting and concluding such lawsuit. Furthermore, our insurance does not cover legal fees associated with co-defendants. Substantial litigation costs, including the substantial self-insured retention that we ~~were~~are required to satisfy before any insurance applied to the claim, or an adverse result in any litigation may adversely impact our business, operating results or financial condition.

~~Our~~As of the date of this annual report our operating ~~joint venture and chartered-in~~ fleet consists of eight ~~MR product~~ tankers. Any limitation in the availability or operation of these vessels could have a material adverse effect on our business, results of operations and financial condition.

As of the date of this annual report, our operating fleet consists of one 50,000 dwt MR product tanker, five 157,000 dwt Suezmax crude oil tankers, and two ~~chartered-in 49,737~~300,000 dwt ~~product/chemical tankers vessels, the M/T Stenaweco Energy and the M/T Stenaweco Evolution, two 39,208 dwt product/chemical tankers vessels, the~~Very Large Crude Carriers (VLCCs). Our MR product tanker is M/T Eco ~~Fleet and the~~Marina Del Rey. Our Suezmax fleet consists of M/T Eco ~~Revolution, and three 49,737 dwt product/chemical tankers, the M/T Stenaweco Excellence, M/T Nord Valiant and~~ ~~M/T Stenaweco Elegance. Furthermore our 50% owned subsidiary owns a~~ ~~49,737 dwt product/chemical tanker vessel,~~ ~~the~~Bel Air, M/T Eco ~~Holmby Hills.~~Beverly Hills, M/T Oceano CA, M/T Eco Malibu and M/T Eco West Coast. Our VLCC fleet consists of M/T Julius Caesar and M/T Legio X Equestris. Furthermore, we have a 50% interest in M/T Eco Yosemite Park and M/T Eco Joshua Park, two 50,000 dwt product tankers. If these vessels are unable to generate revenue as a result of off hire time, early termination of the applicable time charter or otherwise, our business, results of operations, financial condition and ability to pay dividends on our common shares could be materially adversely affected.

~~Currently all~~

During 2023, 100% of our revenues ~~are currently~~ derived from four charterers, ~~Stena Weco A/S, BP Shipping Limited,~~ Clearlake Shipping Pte Ltd (“Clearlake”), Trafigura Maritime Logistics Pte Ltd (“Trafigura”), Central Tankers Chartering Inc (“Central Tankers Chartering”) and ~~Dampskibsselskabet NORDEN A/S.~~Cargill International SA (“Cargill”). Such agreements subject us to counterparty risks. The ability of ~~each of our counterparties~~such charterers to perform ~~its~~their obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime industry, the overall financial condition of the counterparty, charter rates received for specific types of vessels, work stoppages or other labor disturbances and various expenses. The combination of a reduction of cash flow resulting from declines in world trade, a reduction in borrowing bases under reserve-based credit facilities, and the lack of availability of debt or equity financing may result in a significant reduction in the ability of charterers to make charter payments to us. In addition, in depressed market conditions, charterers and customers may no longer need a vessel that is then under charter or contract or may be able to obtain a comparable vessel at lower rates. As a result, charterers and customers may seek to renegotiate the terms of their existing charter agreements or avoid their obligations under those contracts. Should one of our counterparties fail to honor its obligations under agreements with us, we could sustain significant losses that could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

~~The bareboat charters in connection with~~

If we fail to manage our sale and leaseback agreements contain restrictive covenants that may limit our liquidity and corporate activities, and could have an adverse effect on our financial condition and results of operations.

The bareboat charters in connection with the sale and leaseback agreements for the M/T Stenaweco Energy and the M/T Stenaweco Evolution contain, and any future sale and leaseback agreements we may enter into are expected to contain, customary covenants and event of default clauses, including cross-default provisions and restrictive covenants and performance requirements that may affect our operational and financial flexibility. Such restrictions could affect, and in many respects limit or prohibit, among other things, our ability to incur additional indebtedness, create liens, sell assets, or engage in mergers or acquisitions. These restrictions could also limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities. There can be no assurance that such restrictions will not adversely affect our ability to finance our future operations or capital needs.

Our bareboat charters in connection with the sale and leaseback agreements require us to maintain specified financial ratios, satisfy financial covenants and contain cross-default clauses, including the following:

~~maintain a consolidated leverage ratio of not more than 75%; and~~

~~maintain minimum free liquidity of $0.75 million per owned vessel and $0.5 million per bareboated chartered-in vessel.~~

~~As of December 31, 2017, we are in compliance with the consolidated leverage ratio and the minimum free liquidity covenants in our sale and leaseback agreements.~~

As a result of the restrictions in our bareboat charters in connection with our sale and leaseback agreements, or similar restrictions in our future sale and leaseback agreements, we may need to seek permission from the owners of our leased vessels in order to engage in certain corporate actions. Their interests may be different from ours andplanned growth properly, we may not be able to ~~obtain their permission when needed. This may prevent us from taking actions that we believe are~~successfully expand our market share.

We intend to continue to grow our fleet in the future in line with our ~~best interest, which may adversely impact~~strategy. Our future growth will primarily depend on our ~~revenues, results~~ability to:

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generate excess cash flow for investment without jeopardizing our ability to cover current and foreseeable working capital needs (including debt service);

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raise equity and obtain required financing for our existing and new operations;

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locate and acquire suitable vessels;

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identify and consummate acquisitions or joint ventures;

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integrate any acquired business successfully with our existing operations;

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our manager’s ability to hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet;

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enhance our customer base; and

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manage expansion.

Growing any business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty in obtaining additional qualified personnel, managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures. Furthermore, our current operating and financial ~~condition.~~

~~A failure by us~~systems may not be adequate if we implement a plan to ~~meet~~expand the size of our ~~payment~~fleet, and ~~other obligations, including~~ our ~~financial covenant requirements, could lead~~attempts to ~~defaults under~~improve those systems may be ineffective. We may not be successful in executing our ~~bareboat charters~~growth plans and we may incur significant additional expenses and losses in connection ~~with~~therewith.

Delays or defaults by the shipyards in the construction of newbuildings could increase our ~~sale~~expenses and ~~leaseback agreement or any future sale~~diminish our net income and leaseback agreements. If we are not in compliance with our covenants and we are not able to obtain covenant waivers or modifications, the current or future owners of our leased vessels, as appropriate, could retake possession of our vessels or require us to pay down our indebtedness to a level where we are in compliance with our covenants or sell vessels in our fleet. We could lose our vessels if we default on our bareboat charters in connection with the sale and leaseback agreements, which would negatively affect our revenues, results of operations and financial condition.cash flows.

~~Newbuilding projects are subject to risks that could cause delays.~~

As of the date of this annual report, we ~~own 50% interests in one corporation that is a party to a shipbuilding contract~~do not have any contracts for a newbuilding ~~vessel scheduled to be delivered from Hyundai~~vessels. We may enter into contracts for newbuilding vessels in the second quarter of 2018 and 100% interests in another five corporations that are party to shipbuilding contracts for five newbuilding vessels scheduled to be delivered in the third quarter of 2018 and the first and second quarters of 2019. Newbuildingfuture. Vessel construction projects are generally subject to risks of delay that are inherent in any large construction project, which may be caused by numerous factors, including shortages of equipment, materials or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, design or engineering changes and work stoppages and other labor disputes, adverse weather conditions ~~bankruptcy or other financial crisis of the shipyard, a backlog of orders at the shipyard,~~ or any other events of force majeure. ~~A shipyard's~~Significant delays could adversely affect our financial position, results of operations and cash flows. Additionally, failure to complete ~~the~~a project on time may result in the delay of revenue from ~~the vessel. Any such failure or delay could have a material adverse effect on our operating results as~~that vessel, and we ~~will~~may continue to incur ~~other~~ costs and expenses related to ~~operate our business.~~

~~Furthermore, we will need to incur additional borrowings or raise capital through the sale of additional equity or debt securities to complete our newbuilding program or acquire any additional~~delayed vessels, in the future. Our ability to obtain bank financing or to access the capital markets for future offerings may be limited by our financial condition at the time of any such financing or offering as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond our control. If we are not able to borrow additional funds, raise other capital or utilize available cash on hand, we may not be able to complete our newbuilding program or acquire other newbuilding or secondhand vessels, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

~~Our strategic relationships subject us to risks that could adversely affect our business, financial condition and results of operations.~~

We own 50% of City of Athens Inc., a Marshal Islands corporation that owns the M/T Eco Holmby Hills and another 50% of ECO Nine Inc., a Marshall Islands corporation that is a party to a newbuilding contract for a 50,000 dwt newbuilding product tanker scheduled for delivery from Hyundai in May 2018. Fly Free Company and Maxima International Co. own the other 50% of City of Athens Inc. and ECO Nine Inc., respectively. Fly Free Company and Maxima International Co. are wholly-owned subsidiaries of Gunvor S.A., or Gunvor, a non-affiliated company with which we have entered into a joint venture agreement on July 7, 2017.

These strategic relationships are subject to various risks that could adversely affect the value of our investments and our results of operations and financial condition. These risks include, but are not limited to, the following:

our interests could diverge from our partners' interests or we may not agree with our strategic partners on ongoing activities or on the amount, timing or nature of further investments in the relationship;

~~we do not control the operations of City of Athens Inc. and ECO Nine Inc. as we have joint control ;~~

~~due to financial constraints, our strategic partners may be unable to meet their commitments to us;~~

~~due to differing long-term business goals, our partners may decide not to join us in funding capital investment by our business ventures, which may result in higher levels of cash expenditures by us;~~

~~we may experience difficulties or delays in collecting amounts due to us from our strategic partners;~~

~~the terms of our arrangements may turn out to be unfavorable; and~~

~~changes in tax, legal or regulatory requirements may necessitate changes in the agreements with our strategic partners.~~

Further, in spite of performing customary due diligence prior to entering into the aforementioned strategic relationships, we cannot guarantee full disclosure of prior acts or omissions of the sellers or those with whom we enter into strategic arrangements. If our strategic relationships are unsuccessful or there are unanticipated changes in, or termination of, our strategic relationships, our business, results of operations and financial condition may be adversely affected.

~~Our credit facilities contain restrictive covenants that limit our business and financing activities.~~

The operating and financial restrictions and covenants in our ABN Senior Credit Facility, or the ABN Facility, Norddeutsche Landesbank Girozentrale Bank of Germany Facility, or the NORD/LB Facility, Alpha Bank of Greece Facility, or the Alpha Bank Facility, and any new or amended credit facility we enter into in the future could adversely affect our ability to finance future operations or capital needs or to engage, expand or pursue our business activities.

~~For example, our ABN Facility,~~ ~~NORD/LB Facility and Alpha Bank Facility~~ ~~require the consent of our lenders to, among other things:~~

~~incur or guarantee indebtedness outside of our ordinary course of business;~~

~~charge, pledge or encumber our vessels;~~

~~change the flag, class, management or ownership of our vessels;~~

~~change the commercial and technical management of our vessels; and~~

~~sell or change the beneficial ownership or control of our vessels.~~

~~Further, our credit facilities require us to satisfy certain financial and other covenants.~~ ~~Please see "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources."~~ ~~In general, these financial covenants require us to maintain, among other things,~~ a minimum ratio of total net debt to the aggregate market value of our fleet and minimum free consolidated liquidity per collateralized vessel. A breach of any of these, or other, covenants in our credit facilities would prevent us from borrowing additional money under our credit facilities and could constitute an event of default under our credit facilities, which, unless cured within the grace period set forth under the credit facility, if applicable, or waived or modified by our lenders, may provide our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet and accelerate our indebtedness and foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.

Our ability to comply with the covenants and restrictions contained in our current or future credit facilities may be affected by events beyond our control, including prevailing economic, financial and industry conditions, interest rate developments, changes in the funding costs of our banks and changes in vessel earnings and asset valuations. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. If we are in breach of any of the restrictions, covenants, ratios or tests in our current or future credit facilities, or if we trigger a cross-default contained in our current or future credit facilities, a significant portion of our obligations may become immediately due and payable. We may not have, or be able to obtain, sufficient funds to make these accelerated payments. In addition, obligations under our current and future credit facilities are and are expected to be secured by our vessels, and if we are unable to repay debt under our current or future credit facilities, the lenders could seek to foreclose on those assets.

Furthermore, if the estimated asset values of the vessels in our fleet decrease, such decreases may limit the amounts we can draw down under our future credit facilities to purchase additional vessels and our ability to expand our fleet. In addition, we may be obligated to prepay part of our outstanding debt in order to remain in compliance with the relevant covenants in our current or future credit facilities. If funds under our current or future credit facilities become unavailable as a result of a breach of our covenants or otherwise, we may not be able to perform our business strategy which could have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends.

~~Due to the recent issuances and sales of our common shares we may not have always been in compliance with the covenants contained in our secured credit facilities.~~

~~The NORD/LB Facility, Alpha Bank Facility and ABN Facility require~~ that any member of the family of Mr. Evangelos Pistiolis, our President, Chairman and Chief Executive Officer, maintain an ownership interest (either directly and/or indirectly through companies beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) of 20% of our issued and outstanding common shares, 30% of our issued and outstanding common shares (or 51% of the voting rights in Eco Seven Inc.), or 50% of our voting rights, respectively (the "Required Percentage"). As of the latest Schedule 13D/A filed by the Lax Trust and other related parties, the members of Mr. Pistiolis' family may be deemed to beneficially own, via the Lax Trust, less than 0.1% of our outstanding common shares or, upon exercise by Lax Trust of Warrants held by Race Navigation Inc., 13.3% of our outstanding common shares.

In order to comply with the loan covenants described above, on May 8, 2017 the Company issued 100,000 of Series D Preferred Shares to Tankers Family Inc., a company controlled by Lax Trust, which is an irrevocable trust established for the benefit of certain family members of Evangelos Pistiolis, for $1,000 pursuant to a stock purchase agreement. Each Series D Preferred Share has the voting power of one thousand (1,000) common shares. The Series D Preferred Shares have no dividend or other economic rights and are non-transferable and must be held by Mr. Pistiolis or his family. If we had not cured such breach or such breach is not waived or modified by our lenders, then such breach may provide our lenders with the right to accelerate our indebtedness and foreclose their liens on our assets securing the credit facilities, which would impair our ability to continue to conduct our business. In addition our lenders may among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, and sell vessels in our fleet.

Moreover, in connection with any waivers of or amendments to our credit facilities that we may obtain in the future, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit facilities. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. Our lenders may also require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.

~~Servicing current and future debt will limit funds available for other purposes and impair our ability to react to changes in our business.~~

We must dedicate a portion of our cash flow from operations to pay the principal and interest on our indebtedness. These payments limit funds otherwise available for working capital, capital expenditures and other purposes. As of December 31, 2017, we had a total indebtedness of $106.2 million, excluding deferred finance fees. Our current or future debt could have other significant consequences on our operations. For example, it could:

~~increase our vulnerability to general economic downturns and adverse competitive and industry conditions;~~

~~limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;~~

~~place us at a competitive disadvantage compared to competitors that have less debt or better access to capital;~~

~~limit our ability to raise additional financing on satisfactory terms or at all; and~~

Furthermore, our current or future interest expense could increase if interest rates increase. If we do not have sufficient earnings, we may be required to refinance all or part of our current or future debt, sell assets, borrow more money or sell more securities, and we cannot guarantee that the resulting proceeds therefrom, if any, will be sufficient to meet our ongoing capital and operating needs.

~~If we fail to manage our planned growth properly, we may not be able to successfully expand our market share.~~

~~We intend to continue to grow our fleet in the future. Our future growth will primarily depend on our ability to:~~

~~generate excess cash flow for investment without jeopardizing our ability to cover current and foreseeable working capital needs (including debt service);~~

~~raise equity and obtain required financing for our existing and new operations;~~

~~locate and acquire suitable vessels;~~

~~identify and consummate acquisitions or joint ventures;~~

~~integrate any acquired business successfully with our existing operations;~~

~~hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet;~~

~~enhance our customer base; and~~

~~manage expansion.~~

~~Growing any business by acquisition presents numerous risks~~ such as undisclosed liabilities and obligations, difficulty in obtaining additional qualified personnel, managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures. We may not be successful in executing our growth plans and we may incur significant additional expenses and losses in connection therewith.supervision expenses.

Our ability to obtain additional debt financing may be dependent on our ability to charter our vessels, the performance of our charters and the creditworthiness of our charterers.

Our inability to re-charter our vessels, or vessels we may build or acquire, and the actual or perceived credit quality of our charterers, and any defaults by them, may materially affect our ability to obtain the additional capital resources that we will require to purchase additional vessels or maintain our existing fleet or may significantly increase our costs of obtaining such capital. Our inability to obtain financing, or receiving financing at a higher than anticipated cost, may materially affect our results of operation and our ability to implement our business strategy.

We will employ our tankers and any additional vessels we may acquire in a highly competitive market that is capital intensive and highly fragmented. The operation of tanker vessels and the transportation of cargoes shipped in these vessels, as well as the shipping industry in general, is extremely competitive. Competition arises primarily from other vessel owners, including major oil companies as well as independent tanker shipping companies, some of whom have substantially greater resources than we do. Competition for the transportation of oil, petroleum products and chemicals can be intense and depends on price, location, size, age, condition and the acceptability of the vessel and its operators to the charterers. Due in part to the highly fragmented market, competitors with greater resources could enter and operate larger fleets through consolidations or acquisitions that may be able to offer better prices and fleets than us.

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We maintain cash with a limited number of financial institutions, ~~hold~~including financial institutions that may be located in Greece, which will subject us to credit risk.

We maintain all of our ~~cash.~~

Acash with a limited number of financial institutions, including institutions that are located in Greece. These financial institutions located in Greece ~~hold all~~may be subsidiaries of ~~our cash. Our~~international banks or Greek financial institutions. Although concerns relating to the sovereign debt crisis have largely been allayed and Greece has emerged from its bailout programs, the stand-alone financial strength of the banks and the anticipated additional pressures stemming from the legacy of the country’s multi-year debt crisis and the COVID-19 pandemic continue to create uncertain economic prospects.

Additionally, only a small portion of cash balances ~~have been deposited from time to time with banks in Monaco, Germany, Holland, United Kingdom and Greece amongst others. Our cash balances~~ are ~~not~~ covered by insurance in the event of default by these financial ~~institutions.~~institutions in Greece or elsewhere. Several banks, including banks in the United States and Switzerland, have recently been subject to extraordinary resolution procedures or sale because of the risk of such a default. Furthermore, in the event any of our banks do not allow us to withdraw funds in the time and amounts that we want, we may not timely comply with contractual provisions in any of our contracts or our salary obligations, among other things. The occurrence of such a default of any of our banks could have a material adverse effect on our business, financial condition, results of operations and cash flows, and we may lose part or all of our cash that we deposit with such banks.

~~Uncertainty related to the Greek sovereign debt crisis may adversely affect our operating results..~~

Uncertainty related to the Greek sovereign debt crisis may adversely affect our operating results. Greece experienced a macroeconomic downturn in recent years, including as a result of the sovereign debt crisis and the related austerity measures implemented by the Greek government. As a result, our operations in Greece may be subjected to new regulations or regulatory action that may require us to incur new or additional compliance or other administrative costs and may require that we or our Fleet Manager pay to the Greek government new taxes or other fees. We and our Fleet Manager also face the risk that strikes, work stoppages, civil unrest and violence within Greece may disrupt our and our Fleet Manager's shore side operations located in Greece. The Greek government's taxation authorities have increased their scrutinization of individuals and companies to secure tax law compliance. If economic and financial market conditions remain uncertain or deteriorate further, the Greek government may impose further changes to tax and other laws to which we and our Fleet Manager may be subject or change the ways they are enforced, which may adversely affect our business, operating results, and financial condition.

~~Our President, Chief Executive Officer and Director, who may be deemed to beneficially own, directly or indirectly, 100% of our Series D Preferred Shares, and approximately~~ ~~13.3% of our common stock, has control over us.~~

As of March 29, 2018, Lax Trust, which is an irrevocable trust established for the benefit of certain family members of our President, Chief Executive Officer and Director, Mr. Evangelos Pistiolis, may be deemed to beneficially own, directly or indirectly, all of the 100,000 outstanding shares of our Series D Preferred Stock. Each Series D Preferred Share carries 1,000 votes. By its ownership of 100% of our Series D Preferred Shares, Lax Trust has control over our actions.

~~As of~~ ~~March 29~~, 2018, the Lax Trust may be deemed to own all of the outstanding shares of Family Trading Inc., Sovereign Holdings Inc., Epsilon Holdings Inc., Race Navigation Inc., and Tankers Family Inc., which in aggregate own approximately 13.3% of our outstanding common shares, including 2,600,000 common shares issuable upon the exercise of 1,250,000 of the 2014 Warrants (defined below) currently beneficially owned by Race Navigation. See also "Item 7—Major Shareholders and Related Party Transactions—A. Major Shareholders." Due to the number of shares that the Lax Trust may be deemed to own, it has the power to exert considerable influence over our actions and to effectively control the outcome of matters on which our shareholders are entitled to vote, including the election of our directors and other significant corporate actions. The interests of the Lax Trust or the family of Mr. Pistiolis may be different from your interests.

Our success depends to a significant extent upon the abilities and efforts of our management team. All of our executive officers are employees of Central Mare Inc., or Central Mare, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, our President, Chief Executive Officer and Director, and we have entered into agreements with Central Mare for the compensation of Mr. Evangelos J. Pistiolis, our ~~President,~~ Chief Executive ~~Officer and Director;~~Officer; Alexandros Tsirikos, our Chief Financial Officer and Director; Vangelis G. Ikonomou our ~~Executive Vice President, Chairman and Director;~~Chief Operating Officer and Konstantinos Patis, our Chief Technical Officer. The loss of any of these individuals could adversely affect our business prospects and financial condition. Difficulty in hiring and retaining personnel could adversely affect our results of operations. We do not maintain ~~"key man"~~“key man” life insurance on any of our officers.

If labor interruptions are not resolved in a timely manner, they could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

~~Central Shipping Monaco SAM, which we refer to as our~~

Our Fleet Manager ~~or CSM, a related party affiliated with the family of Evangelos J. Pistiolis, our President, Chief Executive Officer and Director,~~ is responsible for recruiting, mainly through a crewing agent, the senior officers and all other crew members for our vessels and all other vessels we may acquire. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

If we expand our business, we will need to improve our operations and financial systems and staff; if we cannot improve these systems or recruit suitable employees, our performance may be adversely affected.

Our current operating and financial systems may not be adequate if we implement a plan to expand the size of our fleet, and our attempts to improve those systems may be ineffective. If we are unable to operate our financial and operations systems effectively or to recruit suitable employees as we expand our fleet, our performance may be adversely affected.

A drop in spot charter rates may provide an incentive for some charterers to default on their charters, which could affect our cash flow and financial condition.

When we enter into a time charter or bareboat charter, rates under that charter are fixed throughout the term of the charter. If the spot charter rates in the tanker shipping industry become significantly lower than the time charter equivalent rates that some of our charterers are obligated to pay us under our then existing charters, the charterers may have incentive to default under that charter or attempt to renegotiate the charter. If our charterers fail to pay their obligations, we would have to attempt to re-charter our vessels at lower charter rates, and as a result we could sustain significant losses which could have a material adverse effect on our cash flow and financial condition, which would affect our ability to meet our current or future loans or current leaseback obligations. If our current or future lenders choose to accelerate our indebtedness and foreclose their liens, or if the owners of our leased vessels choose to repossess vessels in our fleet as a result of a default under the ~~sale and leaseback agreements,~~SLBs, our ability to continue to conduct our business would be impaired.

An increase in operating costs could decrease earnings and available cash.

Vessel operating costs include the costs of crew, fuel (for ~~spot chartered~~spot-chartered vessels), provisions, deck and engine spares and stores, insurance, and maintenance and repairs, which depend on a variety of factors, many of which are beyond our control. Some of these costs, primarily relating to insurance and enhanced security measures, have been increasing. If any of our vessels, or vessels we ~~have or will~~may acquire, suffer damage, they may need to be repaired at a dry-docking facility. The costs of dry-docking repairs are unpredictable and can be substantial. Increases in any of these expenses could decrease our earnings and available cash.

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The aging of our fleet may result in increased operating costs in the future, which could adversely affect our earnings.

In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. As our fleet ages, operating and other costs will increase. In the case of bareboat charters, operating costs are borne by the bareboat charterer. Cargo insurance rates also increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations, including environmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations or the addition of new equipment to our vessels and may restrict the type of activities in which our vessels may engage. As our fleet ages, market conditions might not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

Rising fuel prices may adversely affect our profits.

Fuel is a significant, expense if vessels are under voyage charter or if consumed during ballast days. Moreover, the cost of fuel will affect the profit we can earn on the short-term or spot market. Upon redelivery of vessels at the end of a time charter, we may be obliged to repurchase the fuel on board at prevailing market prices, which could be materially higher than fuel prices at the inception of the time charter period. As a result, an increase in the price of fuel may adversely affect our profitability. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical events, supply and demand for oil and gas, actions by OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns, and environmental concerns. Further, fuel may become much more expensive in the future, which may reduce the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail.

Unless we set aside reserves or are able to borrow funds for vessel replacement, our revenue will decline at the end of a ~~vessel's~~vessel’s useful life, which would adversely affect our business, results of operations and financial condition.

Unless we maintain reserves or are able to borrow or raise funds for vessel replacement, we will be unable to replace the vessels in our fleet upon the expiration of their remaining useful ~~lives, which we~~lives. We estimate that our vessels have a useful life of up to be 25 years from the date of their initial delivery from the shipyard. In case we acquire secondhand vessels, they are depreciated from the date of their acquisition through their remaining estimated useful life. Our cash flows and income are dependent on the revenues earned by the chartering of our vessels, or vessels we may acquire, to customers. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, results of operations, and financial condition will be materially and adversely affected.

Purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings.

We may expand our fleet through the acquisition of secondhand vessels. While we rigorously inspect previously owned or secondhand vessels prior to purchase, this does not normally provide us with the same knowledge about their condition and cost of any required (or anticipated) repairs that we would have had if these vessels had been built for and operated exclusively by us. Accordingly, we may not discover defects or other problems with such vessels prior to purchase. Any such hidden defects or problems, when detected, may be expensive to repair, and if not detected, may result in accidents or other incidents for which we may become liable to third parties. Also, when purchasing previously owned vessels, we do not receive the benefit of warranties from the builders if the vessels we buy are older than one year. In general, the costs to maintain a vessel in good operating condition increase with the age and type of the vessel. In the case of chartered-in vessels, we run the same risks.

Governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels and may restrict the type of activities in which the vessels may engage. As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

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Any megayacht we acquire is expected to be employed on short-term charters. We expect that management services, including commercial and technical management, for any yacht we acquire will be provided by CSI.

Our management team and CSI do not have experience in the megayacht sector. We believe that the experience of our management and CSI in the ownership and operation of tanker and other vessels provides relevant expertise and qualifications in the evaluation of megayacht acquisition opportunities and operation of megayachts.

We may not have adequate insurance to compensate us if we lose any vessels that we acquire.

There are a number of risks associated with the operation of ocean-going vessels, including mechanical failure, collision, fire, human error, war, terrorism, piracy, loss of life, contact with floating objects, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. Any of these events may result in loss of revenues, increased costs and decreased cash flows. In addition, the operation of any vessel is subject to the inherent possibility of marine disaster, including oil spills and other environmental mishaps.

We carry insurance for all vessels we acquire against those types of risks commonly insured against by vessel owners and operators. These insurances include hull and machinery insurance, protection and indemnity insurance (which includes environmental damage and pollution insurance coverage), freight demurrage and defense and war risk insurance. Reasonable insurance rates can best be obtained when the size and the age/trading profile of the fleet is attractive. As a result, rates become less competitive as a fleet downsizes.

We do not currently maintain strike or off-hire insurance, which would cover the loss of revenue during extended vessel off-hire periods, such as those that occur during an unscheduled drydocking due to damage to the vessel from accidents except in cases of loss of hire up to a limited number of days due to war or a piracy event. Other events that may lead to off-hire periods include natural or man-made disasters that result in the closure of certain waterways and prevent vessels from entering or leaving certain ports. Accordingly, any extended vessel off-hire, due to an accident or otherwise, could have a material adverse effect on our business and our results of operations and operating cash flow.

Changes in the insurance markets attributable to the risk of terrorism in certain locations around the world could make it difficult for us to obtain certain types of coverage. In addition, the insurance that may be available to us may be significantly more expensive than our existing coverage.

We may not be adequately insured to cover losses against all risks, which could have a material adverse effect on us. Additionally, our insurers may refuse to pay particular claims and our insurance may be voidable by the insurers if we take, or fail to take, certain action, such as failing to maintain certification of our vessels with applicable maritime regulatory organizations. Any significant uninsured or underinsured loss or liability could have a material adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends. It may also result in protracted legal litigation.

In the future, we may not be able to obtain adequate insurance coverage at reasonable rates for the vessels we acquire. The insurers may not pay particular claims. Our insurance policies also contain deductibles for which we will be responsible as well as limitations and exclusions that may increase our costs or lower our revenue.

We may be subject to increased premium payments, or calls, as we obtain some of our insurance through protection and indemnity associations.

We may be subject to increased premium payments, or calls, in amounts based on our claim records and the claim records of our Fleet Manager as well as the claim records of other members of the protection and indemnity associations through which we receive insurance coverage for tort liability, including pollution-related liability. In addition, our protection and indemnity associations may not have enough resources to cover claims made against them. Our payment of these calls could result in significant expense to us, which could have a material adverse effect on our business, results of operations and financial condition.

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Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments. The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices. Companies which do not adapt to or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.

We may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us. If we do not meet these standards, our business and/or our ability to access capital could be harmed.

On March 6, 2024, the SEC adopted final rules to enhance and standardize climate-related disclosures by public companies and in public offerings. The final rules will become effective 60 days following publication of the adopting release in the Federal Register. As a non-accelerated filer, we will be required to provide the enhanced climate-related disclosures in our annual reports for the year ending December 31, 2027. On March 15, 2024, the Fifth Circuit Court of Appeals stayed application of these rules pending further judicial review, but on March 25, 2024, the Fifth Circuit Court of Appeals ordered the transfer of the petition to the Eighth Circuit Court of Appeals and the dissolution of the administrative stay. The impact of the ongoing litigation with respect to these rules on the content of these rules or the timing of their effectiveness is uncertain. Costs of compliance with these new rules may be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Additionally, certain investors and lenders may exclude shipping companies, such as us, from their investing portfolios altogether due to environmental, social and governance factors.  These limitations in both the debt and equity capital markets may affect our ability to develop as our plans for growth may include accessing the equity and debt capital markets.  If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness. Further, it is likely that we will incur additional costs and require additional resources to monitor, report and comply with wide ranging ESG requirements. The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition.

Moreover, from time to time, we may establish and publicly announce goals and commitments in respect of certain ESG items. While we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters. If we fail to achieve or improperly report on our progress toward achieving our environmental goals and commitments, the resulting scrutiny from market participants or regulators could adversely affect our reputation and/or our access to capital.

Technological innovation and quality and efficiency requirements from our customers could reduce our charter hire income and the value of our vessels.

Our customers, in particular those in the oil industry, have a high and increasing focus on quality and compliance standards with their suppliers across the entire supply chain, including the shipping and transportation segment. Our continued compliance with these standards and quality requirements is vital for our operations. Charter hire rates and the value and operational life of a vessel are determined by a number of factors including the vessel’s efficiency, operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbors, utilize related docking facilities and pass through canals and straits. The length of a vessel’s physical life is related to its original design and construction, its maintenance and the impact of the stress of operations. If new vessels are built that are more efficient or more flexible or have longer physical lives than our vessels, competition from these more technologically advanced vessels could adversely affect the amount of charter hire payments we receive for our vessels, and the resale value of our vessels could significantly decrease which may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

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The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.

Our vessels may call in ports where smugglers may attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our ~~vessel~~vessels and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims ~~that~~which could have an adverse effect on our business, results of operations, cash flows, and financial condition, ~~and~~as well as our ability to maintain cash flows, including cash available for distributions to pay ~~dividends.~~dividends to our shareholders. Under some jurisdictions, vessels used for the conveyance of illegal drugs could result in forfeiture of the subject vessel to the government of such jurisdiction.

Maritime claimants could arrest our vessels or vessels we may acquire, which could interrupt our cash flow.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against that vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien by ~~"arresting"~~“arresting” or ~~"attaching"~~“attaching” a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels or vessels we acquire could result in a significant loss of earnings for the related ~~off-hired~~off-hire period. In addition, in jurisdictions where the ~~"sister ship"~~“sister ship” theory of liability applies, a claimant may arrest the vessel which is subject to the ~~claimant's~~claimant’s maritime lien and any ~~"associated"~~“associated” vessel, which is any vessel owned or controlled by the same owner. In countries with ~~"sister ship"~~“sister ship” liability laws, claims might be asserted against us or any of our vessels for liabilities of other vessels that we own.

Governments could requisition our vessels ~~we acquire~~ during a period of war or emergency, resulting in loss of earnings.

A government could requisition ~~vessels~~ for title or ~~hire.~~hire our vessels. Requisition for title occurs when a government takes control of a vessel and becomes the owner. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Although we would be entitled to compensation in the event of a requisition, the amount and timing of payment of such compensation is uncertain. Government requisition of any of our vessels or vessels we acquire could negatively impact our revenues should we not receive adequate compensation.

U.S. federal tax authorities could treat us as a ~~"passive~~“passive foreign investment company,"” which could have adverse U.S. federal income tax consequences to U.S. shareholders.

A foreign corporation will be treated as a ~~"passive~~“passive foreign investment company,"” or PFIC, for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of ~~"passive income"~~“passive income” or (2) at least 50% of the average value of the ~~corporation's~~corporation’s assets produce or are held for the production of those types of ~~"passive~~“passive income."” For purposes of these tests, ~~"passive income"~~“passive income” includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. Income derived from the performance of services does not constitute ~~"passive income"~~“passive income” for this purpose. U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

In general, income derived from the bareboat charter of a vessel should be treated as "passive income" for purposes of determining whether a foreign corporation is a PFIC, and such vessel should be treated as an asset which produces or is held for the production of "passive income." On the other hand, income derived from the time charter of a vessel should not be treated as "passive income" for such purpose, but rather should be treated as services income; likewise, a time chartered vessel should generally not be treated as an asset which produces or is held for the production of "passive income."

We believe that we were not a PFIC for our 2014 through ~~2017~~2023 taxable years and do not expect to be treated as a PFIC in subsequent taxable years. In this regard, we intend to treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, we believe that our income from our time chartering activities does not constitute ~~''passive~~“passive income,''” and the assets that we own and operate in connection with the production of that income do not constitute passive assets.

There is ~~however, no direct~~substantial legal authority ~~under~~supporting this position including case law and United States Internal Revenue Service, or IRS, pronouncements concerning the ~~PFIC rules addressing our proposed method~~characterization of ~~operation.~~income derived from time charters and voyage charters as services income for other tax purposes. However, it should be noted that there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the United States Internal Revenue Service, or IRS, or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if there were to be changes in the nature and extent of our operations.

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Our U.S. shareholders may face adverse U.S. federal income tax consequences and certain information reporting obligations as a result of us being treated as a PFIC. Under the PFIC rules, unless those shareholders make an election available under the Code (which election could itself have adverse consequences for such shareholders, as discussed below under ~~"Taxation– U.S. Federal Income Consequences—~~“Taxation—U.S. Federal Income Taxation of U.S. ~~Holders"~~Holders—Passive Foreign Investment Company Status and Significant Tax Consequences”), such shareholders would be liable to pay U.S. federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of their common shares, as if the excess distribution or gain had been recognized ratably over the ~~shareholder's~~shareholder’s holding period of the common shares. See ~~"Taxation —U.S. Federal Income Consequences—~~“Taxation—U.S. Federal Income Taxation of U.S. ~~Holders"~~Holders—Passive Foreign Investment Company Status and Significant Tax Consequences” for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders as a result of our status as a PFIC.

We may ~~have~~be subject to ~~pay~~U.S. federal income tax on our U.S. source income, which would reduce our earnings.

Under the U.S. Internal Revenue Code of 1986, as amended, or the Code, 50% of the gross shipping income of a vessel owning or chartering corporation, such as ourselves and our subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States is characterized as U.S. source shipping income and such income is subject to a 4% U.S. federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code. ~~Although~~

We did not qualify for the tax exemption under Section 883 of the Code for our 2021 taxable year. Therefore, we ~~have qualified~~and our subsidiaries were subject to an effective 2% U.S. federal income tax on the gross shipping income we derived during 2021 that was attributable to the transport of cargoes to or from the United States. The amount of this tax for ~~this statutory exemption in previous~~our 2021 taxable ~~years and have taken this~~year was $152,000.

We took the position for U.S. federal income tax ~~return~~ reporting purposes ~~in such~~that we were not subject to U.S. federal income taxation for the 2022 taxable year and intend to take the same position for the 2023 taxable year. However, there are factual circumstances beyond our control that could cause us to lose the benefit of the exemption and thereby become subject to U.S. federal income tax on our U.S. source shipping income. For example, we would fail to qualify for exemption under Section 883 of the Code for a particular tax year if shareholders, each of whom owned, actually or under applicable constructive ownership rules, a 5% or greater interest in the vote and value of our common stock, owned in the aggregate 50% or more of the vote and value of such stock, and "qualified shareholders" as defined by the Treasury regulation under Section 883 of the Code did not own, directly or under applicable constructive ownership rules, sufficient shares in our closely-held block of common stock to preclude the shares in that closely-held block that are not so owned from representing 50% or more of the value of our common stock for more than half of the number of days during the taxable year. Establishing such ownership by qualified shareholders will depend upon the status of certain of our direct or indirect shareholders as residents of qualifying jurisdictions and whether those shareholders own their shares through bearer share arrangements. In addition, such shareholders will also be required to comply with ownership certification procedures attesting that they are residents of qualifying jurisdictions, and each intermediary or other person in the chain of ownership between us and such shareholders must undertake similar compliance procedures. Due to the factual nature of the issues involved, we may not qualify for exemption under Section 883 of the Code for any future taxable year. We intend to take the position for U.S. federal income tax reporting purposes that we are not subject to U.S. federal income taxation for the 2017 taxable year because more than 50% of our stock was not owned by non-qualified shareholders that each held 5% or more of our stock.

We are a ~~"foreign~~“foreign private issuer,"” which could make our common ~~stock~~shares less attractive to some investors or otherwise harm our stock price.

We are a ~~"foreign~~“foreign private issuer,"” as such term is defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. As a ~~"foreign~~“foreign private ~~issuer"~~issuer” the rules governing the information that we disclose differ from those governing U.S. corporations pursuant to the Exchange Act. We are not required to file quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events within four days of their occurrence. In addition, our officers and directors are exempt from the reporting and ~~"short-swing"~~“short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchase and sales of our securities. Our exemption from the rules of Section 16 of the Exchange Act regarding sales of common ~~stock~~shares by insiders means that you will have less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act. Moreover, we are exempt from the proxy rules, and proxy statements that we distribute will not be subject to review by the Commission. Accordingly, there may be less publicly available information concerning us than there is for other U.S. public companies. These factors could make our common ~~stock~~shares less attractive to some investors or otherwise harm our stock price.

RISKS RELATED TO OUR COMMON SHARES

~~Our share~~

The market price and trading volume of our common shares may continue to be highly volatile, which could lead to a loss of all or part of a ~~shareholder's~~shareholder’s investment.

The market price of our common shares has fluctuated widely since our common shares began trading in July of 2004 on ~~the Nasdaq Stock Market LLC, or~~ Nasdaq. Over the last few years, the stock market has experienced price and volume fluctuations. This volatility has sometimes been unrelated to the operating performance of particular companies. During 2017, the price of our common shares experienced a high of $891,000 in February, post-split adjusted, and a low of $2.40 in December.

The market price of our common shares is affected by a variety of factors, including:

~~fluctuations in interest rates;~~

~~fluctuations in the availability or the price of oil and chemicals;~~

fluctuations in interest rates;

~~fluctuations in foreign currency exchange rates;~~

fluctuations in the availability or the price of oil and chemicals;

~~announcements by us or our competitors;~~

fluctuations in foreign currency exchange rates;

~~changes in our relationships with customers or suppliers;~~

announcements by us or our competitors;

~~actual or anticipated fluctuations in our semi-annual and annual results and those of other public companies in our industry;~~

changes in our relationships with customers or suppliers;

~~changes in United States or foreign tax laws;~~

actual or anticipated fluctuations in our semi-annual and annual results and those of other public companies in our industry;

~~actual or anticipated fluctuations in our operating results from period to period;~~

changes in United States or foreign tax laws;

~~shortfalls in our operating results from levels forecast by securities analysts;~~

international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars or other conflicts, including the war in Ukraine.

~~market conditions in the shipping industry and the general state of the securities markets;~~

~~mergers and strategic alliances in the shipping industry;~~

~~changes in government regulation;~~

~~a general or industry-specific decline in the demand for, and price of, shares of our common stock resulting from capital market conditions independent of our operating performance;~~

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~~the loss of any of our key management personnel;~~

actual or anticipated fluctuations in our operating results from period to period;

~~our failure to successfully implement our business plan; and~~

shortfalls in our operating results from levels forecast by securities analysts;

~~issuance of shares.~~

market conditions in the shipping industry and the general state of the securities markets;

business interruptions caused by the outbreak of COVID-19 or the war in Ukraine;

mergers and strategic alliances in the shipping industry;

changes in government regulation;

a general or industry-specific decline in the demand for, and price of, shares of our common shares resulting from capital market conditions independent of our operating performance;

the loss of any of our key management personnel;

our failure to successfully implement our business plan;

issuance of shares; and

stock splits / reverse stock splits.

In addition, over the last few years, the stock market has experienced price and volume fluctuations, including due to factors relating to the outbreak of COVID-19 and the war in Ukraine, and this volatility has sometimes been unrelated to the operating performance of particular companies. As a result, there is a potential for rapid and substantial decreases in the price of our common shares, including decreases unrelated to our operating performance or prospects. During 2023, the closing price of our common shares experienced a high of $19.80 in February and a low of $5.86 in November. This market and share price volatility relating to general economic, market or political conditions, has and could further reduce the market price of our common shares in spite of our operating performance and could also increase our cost of capital, which could prevent us from accessing debt and equity capital on terms acceptable to us or at all.

In addition, the market price and trading volume of our common shares have very recently and at certain other times in the past exhibited, and may continue to exhibit, extreme volatility, including within a single trading day. We believe certain past instances of trading volatility reflect market and trading dynamics unrelated to our operating business or prospects and outside of our control. Such volatility could cause purchasers of our common shares to incur substantial losses. We are unable to predict when such instances of trading volatility will occur or how long such dynamics may last. Under these circumstances, we would caution you against investing in our common shares unless you are prepared to incur the risk of incurring substantial losses.

A portion of our common shares may be traded by short sellers which may put pressure on the supply and demand for our common shares, creating further price volatility. In particular, a possible “short squeeze” due to a sudden increase in demand of our common stock that largely exceeds supply may lead to sudden extreme price volatility in our common shares. Investors may purchase our common shares to hedge existing exposure in our common shares or to speculate on the price of our common shares. Speculation on the price of our common shares may involve long and short exposures. To the extent aggregate short exposure exceeds the number of common shares available for purchase in the open market, investors with short exposure may have to pay a premium to repurchase our common shares for delivery to lenders of our common shares. Those repurchases may in turn, dramatically increase the price of our common shares until investors with short exposure are able to purchase additional common shares to cover their short position. This is often referred to as a “short squeeze.” Following such a short squeeze, once investors purchase the shares necessary to cover their short position, the price of our common shares may rapidly decline. A short squeeze could lead to volatile price movements in our shares that are not directly correlated to the performance or prospects of our company and could cause purchasers of our common shares to incur substantial losses.

Further, shareholders may institute securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.

There is no guarantee of a continuing public market for you to resell our common shares.

Our common shares currently trade on the Nasdaq Capital Market. We cannot assure you that an active and liquid public market for our common ~~stock~~shares will continue and you may not be able to sell your common shares in the future at the price that you paid for them or at all. The price of our common ~~stock~~shares may be volatile and may fluctuate due to factors such as:

~~actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry;~~

~~mergers and strategic alliances in the shipping~~actual or anticipated fluctuations in our results and those of other public companies in our industry;

~~market conditions in the shipping industry and the general state of the securities markets;~~

mergers and strategic alliances in the shipping industry;

~~changes in government regulation;~~

market conditions in the shipping industry and the general state of the securities markets;

~~shortfalls in our operating results from levels forecast by securities analysts; and~~

~~announcements concerning us or our competitors.~~

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changes in government regulation;

shortfalls in our operating results from levels forecast by securities analysts; and

announcements concerning us or our competitors.

Further, a lack of trading volume in our stock may affect ~~investors'~~investors’ ability to sell their shares. Our common shares have ~~been experiencing~~periodically had low daily trading volumes in the market. As a result, investors may be unable to sell all or any of their shares in the desired time period, or may only be able to sell such shares at a significant discount to the previous closing price.

~~The~~

Nasdaq may delist our common shares from its exchange which could limit your ability to make transactions in our securities and subject us to additional trading restrictions.

We are required to meet certain qualitative and financial tests (including a minimum bid price for our common shares of $1.00 per share, at least 500,000 publicly held shares, at least 300 public holders, a market ~~price~~value of publicly held securities of $1 million and Stockholders’ Equity of $2.5 million), as well as other corporate governance standards, to maintain the listing of our common shares has recently declined significantly. If the average closing price of our common shares declines to less than $1.00 over 30 consecutive trading days, our common shares could be delisted from Nasdaq or trading could be suspended.

~~On July 27, 2016, we transferred our Nasdaq listing from the Nasdaq Global Select Market to the Nasdaq Capital Market. Our common shares continue to trade~~ on Nasdaq under the symbol "TOPS". The Nasdaq Capital Market is a continuous trading market that operates in substantially the same manner as the Nasdaq Global Select Market. The Company then fulfilled the listing requirements of the Nasdaq Capital Market, or Nasdaq. It is possible that we could fail to satisfy one or more of these requirements. There can be no assurance that we will be able to maintain compliance with the minimum bid price, shareholders’ equity, number of publicly held shares, market value of publicly held securities or other listing standards in the future. We may receive notices from Nasdaq that we have failed to meet its requirements, and proceedings to delist our stock could be commenced. We have received in the ~~approval of the transfer cured our deficiency under Nasdaq Listing Rule 5450(b)(1)(C).~~

~~On June 27, 2017,~~past, and most recently on April 21, 2023 we received a written notification from Nasdaq indicating that because the closing bid price of our common ~~stock~~shares for the last 30 consecutive business days was below $1.00 per share, we no longer met the minimum bid price requirement ~~for~~under Nasdaq rules. On some occasions we were able to regain compliance within the grace period prescribed by Nasdaq ~~Capital Market, set forth~~pursuant to a reverse stock split. For example, on September 29, 2023, we effectuated a 12-to-1 reverse stock split in order to regain compliance with Nasdaq Listing Rule 5450(a)(1)~~. Pursuant to~~ on October 16, 2023. For more information, please see “Item 4. Information on the ~~Nasdaq Listing Rules,~~Company—A. History and Development of the ~~applicable grace period to regain compliance was 180 days, or until December 26, 2017. We regained compliance on August 17, 2017.~~Company.”

On October 10, 2017, we received written notification from Nasdaq indicating that because the closing bid price of our common stock for the last 30 consecutive business days was below $1.00 per share, we no longer meet the minimum bid price requirement for the Nasdaq Capital Market, set forth in Nasdaq Listing Rule 5450(a)(1). Pursuant to the Nasdaq Listing Rules, the applicable grace period to regain compliance is 180 days, or until April 9, 2018.

A ~~renewed or~~ continued decline in the closing price of our common shares on Nasdaq could result in ~~a breach of these requirements. Although we would have an opportunity to take action to cure such a breach, if we do not succeed, Nasdaq could commence~~ suspension or delisting procedures in respect of our common shares. The commencement of suspension or delisting procedures by an exchange remains, at all times, at the discretion of such exchange and would be publicly announced by the exchange. If a suspension or delisting were to occur, there would be significantly less liquidity in the suspended or delisted securities. In addition, our ability to raise additional necessary capital through equity or debt financing would be greatly impaired. Furthermore, with respect to any suspended or delisted common shares, we would expect decreases in institutional and other investor demand, analyst coverage, market making activity and information available concerning trading prices and volume, and fewer broker-dealers would be willing to execute trades with respect to such common shares. A suspension or delisting would likely decrease the attractiveness of our common shares to investors ~~may constitute~~and constitutes a breach under certain of our credit agreements ~~and constitute~~as well as constitutes an event of default under certain classes of our preferred stock and would cause the trading volume of our common shares to decline, which could result in a further decline in the market price of our common shares.

Finally, if the volatility in the market continues or worsens, it could have a further adverse effect on the market price of our common shares, regardless of our operating performance.

We have issued ~~8,923,586~~ common shares ~~during 2017~~in the past through various ~~transactions. Shareholders~~transactions and we may ~~experience significant dilution as a result~~do so in the future without shareholder approval, which may dilute our existing shareholders, depress the trading price of our securities and impair our ability to raise capital through subsequent equity offerings.

We have already sold large quantities of our common ~~stock~~shares and securities convertible into common shares, pursuant to previous public and private offerings of ~~the Company's~~our equity and equity-linked securities. We currently have an effective registration statement on Form F-3 ~~(333-215577)~~(333-267170), for the registered sale of ~~up $200,000,000,~~$200 million of our securities, of which ~~approximately $86.9 million has been sold. We also~~we have sold $13.6 million.

In addition, the outstanding ~~1,976,389~~October 2022 Warrants ~~which~~(defined below) are ~~convertible into our~~exercisable to purchase up to 89,393 common shares ~~both as defined below.~~at an exercise price of $81.00 per share, the outstanding Class C Warrants (defined below) are exercisable to purchase up to 561,991 common shares at an exercise price of $16.20 per share and the outstanding February 2023 Warrants (defined below) are exercisable to purchase up to 837,094 common shares at an exercise price of $16.20 per share.

Purchasers of the ~~shares of our~~ common ~~stock~~shares we sell, as well as our existing shareholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. In addition, we may issue additional ~~shares of~~ common ~~stock~~shares or other equity securities of equal or senior rank in the future in connection with, among other things, ~~any exercise of our outstanding warrants issued in June 2014, or our 2014 Warrants,~~debt prepayments, future vessel acquisitions, ~~repayment of outstanding indebtedness,~~ or ~~our~~any future equity incentive plan, without shareholder approval, in a number of circumstances. Our existing shareholders may experience significant dilution if we issue shares in the future at prices below the price at which previous shareholders invested.

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Our issuance of additional shares of common ~~stock~~shares or other equity securities of equal or senior rank would have the following effects:

·●

our existing ~~shareholders'~~shareholders’ proportionate ownership interest in us will decrease;

·●

the amount of cash available for dividends payable on the shares of our common ~~stock~~shares may decrease;

·●

the relative voting strength of each previously outstanding common share may be diminished; and

·●

the market price of the shares of our common ~~stock~~shares may decline.

Future issuances or sales, or the potential for future issuances or sales, of our common shares may cause the trading price of our securities to decline and could impair our ability to raise capital through subsequent equity offerings.

We have issued a significant number of our common shares and we may do so in the future. Shares to be issued in relation to a future follow-on offering could cause the market price of our common shares to decline, and could have an adverse effect on our earnings per share if and when we become profitable. In addition, future sales of our common shares or other securities in the public markets, or the perception that these sales may occur, could cause the market price of our common shares to decline, and could materially impair our ability to raise capital through the sale of additional securities.

The market price of our common ~~stock~~shares could decline due to sales, or the announcements of proposed sales, of a large number of common ~~stock~~shares in the market, including sales of common ~~stock~~shares by our large shareholders or by holders of securities convertible into common shares, or the perception that these sales could occur. These sales or the perception that these sales could occur could also depress the market price of our common ~~stock~~shares and impair our ability to raise capital through the sale of additional equity securities or make it more difficult or impossible for us to sell equity securities in the future at a time and price that we deem appropriate. We cannot predict the effect that future sales of common ~~stock~~shares or other equity-related securities would have on the market price of our common ~~stock.~~shares.

Our Third Amended and Restated Articles of Incorporation, as amended, ~~authorize~~authorizes our Board of Directors to, among other things, issue additional shares of common or preferred stock or securities convertible or exchangeable into equity securities, without shareholder approval. We may issue such additional equity or convertible securities to raise additional capital. The issuance of any additional shares of common or preferred stock or convertible securities could be substantially dilutive to our shareholders. Moreover, to the extent that we issue restricted stock units, stock appreciation rights, options or warrants to purchase our common ~~stock~~shares in the future and those stock appreciation rights, options or warrants are exercised or as the restricted stock units vest, our shareholders may experience further dilution. Holders of shares of our common ~~stock~~shares have no preemptive rights that entitle such holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our shareholders.

~~Future issuance~~We may be unable to successfully consummate a planned spin-off of ~~common shares may trigger anti-dilution provisions in our outstanding warrants and affect the interests~~certain of our ~~common shareholders.~~assets or to achieve some or all of the benefits that we expect to achieve from the spin-off, and may incur significant risks associated with the spin-off.

On June 21, 2023, one of our wholly-owned subsidiaries, Rubico Inc., or Rubico, filed a registration statement on Form 20-F with the SEC in connection with its potential spin-off from us. On August 18, 2023, Rubico withdrew its registration statement. We are evaluating alternatives to consummate a spin-off of certain of our assets to Rubico. Depending on the assets we spin off, we will require the consent of some or even all of our financiers, which may or may not be granted and if granted may require we maintain our corporate guarantee in respect of the spun off assets. The ~~2014 Warrants contain anti-dilution provisions that could~~intended benefits of any spin-off may not be ~~triggered by~~realized, and we may incur significant risks if we proceed with any spin-off. The spin-off, even if not completed successfully, may require significant amounts of our management’s time and effort, which may divert management’s attention from operating and growing our business. Rubico may be unable to successfully establish the ~~issuance of common shares~~infrastructure or implement the changes necessary to operate as an independent public company or may incur additional costs to do so. Rubico may not have access to financing on acceptable terms and conditions in the future. A listing on a ~~future offering, depending on their offering price. For instance,~~national securities exchange may not be obtained and a liquid trading market in the ~~issuance by us of common shares for less than $1.20 per common share, which is the current fixed exercise price for the warrant~~ shares of ~~the 2014 Warrants, could result in an adjustment downward of the exercise price of the warrant shares of the 2014 Warrants~~Rubico may not develop and an increase in the number of shares each warrant is eligible to purchase above 2.08 per 2014 Warrant. These adjustments could affect the interests of our common shareholders and the trading price for our common shares. Furthermore and following the issuance our Series C Convertible Preferred Shares and the subsequent trigger of an anti-dilution provision of our 2014 Warrants, each warrant holder currently has the option to replace the fixed exercise price with a variable exercise price, namely 75% of the lowest daily VWAP of our common shares over the 21 consecutive trading days expiring on the trading day immediately prior to the date of delivery of an exercise notice (but in no event can this variable exercise price be less than $0.25) and purchase such proportionate number of shares based on the variable price in effect on the date of exercise. If using variable exercise price of the Series C Convertible Preferred Shares, as of March 29, 2018, each 2014 Warrant has an exercise price of $1.65 and entitles its holder to purchase 1.51 common shares, as may be further adjusted. Moreover, future issuance of other equity or debt convertible into or issuable or exchangeable for common shares at a price per share less than the then current exercise price of the warrant shares of the 2014 Warrants would result in similar adjustments.

~~Additionally, we value our 2014 Warrants liability at the closing of each fiscal quarter. If~~ the market price of Rubico shares may be highly volatile. As a result of these or other risks, if the spin-off is not completed, or is completed and does not achieve its intended benefits, the value of an investment in our common ~~stock at the end of the relevant quarter is higher than the previous quarter or if the exercise price of our warrant~~ shares decreases, there is a strong possibility that we will realize a non-cash loss attributable to the change in market value. Should the market price of our common stock rise, there is a strong possibility that our 2014 Warrants liability will increase, which could have a material adverse effect on our business, results of operations and financial condition.may be negatively affected.

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, and as a result, shareholders may have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States.

Our corporate affairs are governed by ~~Our~~our Third Amended and Restated Articles of Incorporation, ~~and Amended and Restated~~as amended, our By-laws, ~~as further amended,~~ and by the Marshall Islands Business Corporations Act, or the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our public shareholders may have more difficulty in protecting their interests in the face of actions by ~~the~~ management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction.

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As a Marshall Islands corporation with principal executive offices in Greece and subsidiaries in the Marshall Islands and other offshore jurisdictions, our operations may be subject to economic substance requirements.

The Council of the European Union, or the Council, routinely publishes a list of “non-cooperative jurisdictions” for tax purposes, which includes countries that the Council believes need to improve their legal framework and to work towards compliance with international standards in taxation. In February 2023, the Republic of the Marshall Islands, among others, was placed by the EU on the list of non-cooperative jurisdictions for lacking in the enforcement of economic substance requirements, and was subsequently removed from such list in October 2023. EU member states have agreed upon a set of measures, which they can choose to apply against the listed countries, including increased monitoring and audits, withholding taxes, and non-deductibility of costs, and although we are not currently aware of any such measures being adopted they can be adopted by one or more EU members states in the future. The European Commission has stated it will continue to support member states’ efforts to develop a more coordinated approach to sanctions for the listed countries. EU legislation prohibits certain EU funds from being channeled or transited through entities in non-cooperative jurisdictions.

We are a Marshall Islands corporation with principal executive offices in Greece. The Marshall Islands has enacted economic substance regulations with which we may be obligated to comply. Those regulations require certain entities that are not otherwise tax resident elsewhere that carry out particular activities to comply with an economic substance test whereby the entity must show that it (i) is directed and managed in the Marshall Islands in relation to that relevant activity, (ii) carries out core income-generating activity in relation to that relevant activity in the Marshall Islands (although it is being understood and acknowledged by the regulators that income-generated activities for shipping companies will generally occur in international waters), and (iii) having regard to the level of relevant activity carried out in the Marshall Islands, has (a) an adequate amount of expenditures in the Marshall Islands, (b) adequate physical presence in the Marshall Islands, and (c) an adequate number of qualified employees in the Marshall Islands.

If we fail to comply with our obligations under this legislation or any similar law applicable to us in any other jurisdictions, we could be subject to financial penalties and spontaneous disclosure of information to foreign tax officials or with respect to the Marshall Islands economic substance requirements, revocation of the formation documents and dissolution of the applicable non-compliant Marshall Islands entity or struck from the register of companies in related jurisdictions. Any of the foregoing could be disruptive to our business and could have a material adverse effect on our business, financial conditions, and operating results. Accordingly, any implementation of, or changes to, any of the economic substance regulations that impact us could increase the complexity and costs of carrying on business in these jurisdictions, and thus could adversely affect our business, financial condition or results of operations.

We do not know what actions the Marshall Islands may take, if any, to remove itself from the list of “non-cooperative jurisdictions” if it should be placed back on the list; how quickly the EU would react to any changes in regulations of the Marshall Islands; or how EU banks or other counterparties will react while we or our subsidiaries remain as entities organized and existing under the laws of the Marshall Islands during a period if the Marshall Islands is again placed on the list of “non-cooperative jurisdictions.” The effect of the EU list of non-cooperative jurisdictions, and any noncompliance by us with legislation or regulations adopted by the Marshall Islands to achieve removal from the list, could have a material adverse effect on our business, financial conditions and operating results.

It may not be possible for investors to serve process on or enforce U.S. judgments against us.

We and all of our subsidiaries are incorporated in jurisdictions outside the U.S. and substantially all of our assets and those of our subsidiaries are located outside the U.S. In addition, ~~most~~all of our directors and officers are non-residents of the U.S., and all or a substantial portion of the assets of these non-residents are located outside the U.S. As a result, it may be difficult or impossible for U.S. investors to serve process within the U.S. upon us, our subsidiaries or our directors and officers or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.

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Our By-laws provide that, unless the Company consents in writing to the selection of an alternative forum, the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum for (i) any shareholders’ derivative action or proceeding brought on behalf of the Corporation, including any such action arising under the Exchange Act or the Securities Act (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Business Corporations Act of the Republic of the Marshall Islands, or (iv) any action asserting a claim governed by the internal affairs doctrine. This forum selection provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits with respect to such claims.

We may not achieve the intended benefits of having a forum selection provision if it is found to be unenforceable.

Our Bylaws include a forum selection provision as described under the section herein entitled “Item 10. Additional Information—B. Memorandum and Articles of Association”. However, the enforceability of similar forum selection provisions in other companies’ governing documents has been challenged in legal proceedings, and it is possible that in connection with any action a court could find the forum selection provision contained in our Bylaws to be inapplicable or unenforceable in such action. In particular, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. In addition, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Shareholders’ derivative actions, including those arising under the Exchange Act or Securities Act, are subject to our forum selection provision. To the extent that the exclusive forum provision would apply to restrict the courts in which our shareholders may bring claims arising under the Exchange Act or the Securities Act and the rules and regulations thereunder, there is uncertainty as to whether a court would enforce such a provision. Investors cannot waive compliance with the federal securities laws and the rules and regulations promulgated thereunder. If a court were to find the forum selection provision to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition and results of operations.

Several provisions of our Third Amended and Restated Articles of Incorporation, as amended, and Amended and Restated By-laws ~~as further amended,~~ could make it difficult for our shareholders to change the composition of our Board of Directors in any one year, preventing them from changing the composition of management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable.

These provisions include:

~~authorizing our Board of Directors to issue "blank check" preferred stock without shareholder approval;~~

~~providing for a classified Board of Directors with staggered, three-year terms;~~

authorizing our Board of Directors to issue “blank check” preferred stock without stockholder approval;

~~prohibiting cumulative voting in the election of directors;~~

providing for a classified Board of Directors with staggered, three-year terms;

~~authorizing the removal~~prohibiting cumulative voting in the election of ~~directors only for cause and only upon the affirmative vote of the holders of at least 80% of the outstanding shares of our capital stock entitled to vote for the~~ directors;

~~prohibiting shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action;~~

authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of at least 80% of the outstanding shares of our capital stock entitled to vote for the directors;

~~limiting the persons who may call special meetings of shareholders; and~~

prohibiting shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action;

~~establishing advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted on by shareholders at shareholder meetings.~~

limiting the persons who may call special meetings of shareholders;

establishing advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted on by shareholders at shareholder meetings; and

restricting business combinations with interested shareholders.

In addition, we have entered into a stockholders rights agreement ~~or the Stockholders Rights Agreement,~~ that makes it more difficult for a ~~third-party~~third party to acquire usa significant stake in the Company without the support of our Board of Directors. See ~~"Item~~“Item 10. Additional Information—B. Memorandum and Articles of Association—Stockholders Rights Agreement." ~~These~~”

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The above anti-takeover provisions and the provisions of our stockholders rights agreement could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may ~~reduce~~adversely affect the market price of our common ~~stock~~shares and your ability to realize any potential change of control premium.

RISKS RELATED TO OUR RELATIONSHIP WITH OUR FLEET MANAGER AND ITS AFFILIATES

We are dependent on our Fleet Manager to perform the day-to-day management of our fleet.

Our executive management team, provided by Central Mare, consists of Evangelos J. Pistiolis our ~~President,~~ Chief Executive ~~Officer and Director;~~Officer; Alexandros Tsirikos, our Chief Financial Officer and Director; Vangelis G. Ikonomou our ~~Executive Vice President, Chairman and Director;~~Chief Operating Officer and Konstantinos Patis, our Chief Technical Officer. We subcontract the day-to-day vessel management of our fleet, including crewing, maintenance and repair to our Fleet Manager. Furthermore, upon delivery of any vessels we may acquire, we expect to subcontract their day-to-day management to our Fleet Manager. Our Fleet Manager is a related party affiliated with the family of Mr. Pistiolis. We are dependent on our Fleet Manager for the technical and commercial operation of our fleet as well as for all accounting and reporting functions and the loss of our Fleet ~~Manager's~~Manager’s services or its failure to perform obligations to us could materially and adversely affect the results of our operations. If our Fleet Manager suffers material damage to its reputation or relationships it may harm our ability to:

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continue to operate our vessels and service our customers;

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renew existing charters upon their expiration;

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obtain new charters;

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obtain financing on commercially acceptable terms;

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obtain insurance on commercially acceptable terms;

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maintain satisfactory relationships with our customers and suppliers; and

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successfully execute our growth strategy.

Our Fleet Manager is a privately held company and there may be limited or no publicly available information about it.

Our Fleet Manager is a privately held company. The ability of our Fleet Manager to provide services for our benefit will depend in part on its own financial strength. Circumstances beyond our control could impair our Fleet ~~Manager's~~Manager’s financial strength, and there may be limited publicly available information about its financial condition. As a result, an investor in our common shares might have little advance warning of problems affecting our Fleet Manager, even though these problems could have a material adverse effect on us.

Our Fleet Manager may have conflicts of interest between us and its other clients.

We subcontract the day-to-day vessel management of our fleet, including crewing, maintenance and repair to our Fleet Manager. Our Fleet Manager may provide similar services for vessels owned by other shipping companies, and it also may provide similar services to companies with which our Fleet Manager is affiliated. These responsibilities and relationships could create conflicts of interest between our Fleet ~~Manager's~~Manager’s performance of its obligations to us, on the one hand, and our Fleet ~~Manager's~~Manager’s performance of its obligations to its other clients, on the other hand. These conflicts may arise in connection with the crewing, supply provisioning and operations of the vessels in our fleet versus vessels owned by other clients of our Fleet Manager. In particular, our Fleet Manager may give preferential treatment to vessels owned by other clients whose arrangements provide for greater economic benefit to our Fleet Manager. These conflicts of interest may have an adverse effect on our results of operations.

ITEM 4.

INFORMATION ON THE COMPANY

A.	History and Development of the Company

Our predecessor, Ocean Holdings Inc., was formed as a corporation in January 2000 under the laws of the Republic of the Marshall Islands and renamed Top Tankers Inc. in May 2004. In December 2007, Top Tankers Inc. was renamed TOP Ships Inc. Our common ~~stock is~~shares are currently listed on Nasdaq under the symbol ~~"TOPS."~~“TOPS.” The current address of our principal executive office is 1 Vasilisis Sofias and Megalou Alexandrou Str, 15124 Maroussi, Greece. The telephone number of our registered office is +30 210 812 ~~8000.~~8107. The SEC maintains a website that contains reports, proxy and information statements, and other information that we file electronically at http://www.sec.gov. Our website is https://www.topships.org. The information contained on, or that can be accessed through, these websites is not incorporated by reference herein and does not form part of this annual report.

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On January ~~29, 2015 and March 31, 2015, agreements were consummated for~~8, 2021, we announced the sale ~~and leaseback~~ of the three shipowning companies that owned M/T ~~Stenaweco Energy~~Eco Van Nuys (Hull No 2789), M/T Eco Santa Monica (Hull No 2790) and M/T ~~Stenaweco Evolution, respectively.~~ Eco Venice Beach (Hull No 2791) to a related party affiliated with Mr. Evangelos J. Pistiolis in exchange for:

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$10.0 million in cash.

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100% ownership in a Marshall Islands company that was a party to a shipbuilding contract for a high specification scrubber fitted Suezmax Tanker (to be named M/T Eco Oceano CA) delivered from Hyundai Samho shipyard in March 2022. The shipowning company was party to a time charter, starting from the vessel’s delivery, with Central Tankers Chartering, a company affiliated with Mr. Evangelos J. Pistiolis, for a firm duration of five years at a gross daily rate of $32,450, with a charterer’s option to extend for two additional years at $33,950 and $35,450.

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35% ownership in one Marshall Islands company that was a party to a shipbuilding contract for a high specification scrubber fitted VLCC tanker (to be named M/T Julius Caesar) delivered from Hyundai Heavy Industries shipyard in January 2022. The shipowning company was party to a time charter, starting from the vessel’s delivery, with Trafigura, for a firm duration of three years at a gross daily rate of $36,000, with a charterer’s option to extend for two additional years at $39,000 and $41,500.

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35% ownership in one Marshall Islands company that was a party to a shipbuilding contract for a high specification scrubber fitted VLCC tanker (to be named M/T Legio X Equestris) delivered from Hyundai Heavy Industries shipyard in March 2022. The shipowning company was party to a time charter, starting from the vessel’s delivery, with Trafigura, for a firm duration of three years at a gross daily rate of $35,750, with a charterer’s option to extend for two additional years at $39,000 and $41,500.

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A forgiveness of $1.2 million in payables to the buyer.

The ~~sale~~buyer would remain the guarantor on the shipbuilding contracts towards the shipyard and ~~leaseback agreements were entered into~~in addition, the buyer provided us with an option for a third party and generated gross proceeds of $57 million. The vessels have been chartered back on a bareboat basis for seven years at a bareboat hire of $8,586 per day and $8,625 per day, respectively. In addition, we have the option to buy back each vessel from the end of year threecredit line up to ~~the end of year seven at a purchase price depending on when the option is exercised. Indicatively, if the option is exercised at the end of year three, the purchase price of either one~~10% of the ~~vessels will~~total shipbuilding cost at market terms, to be ~~$25.9~~negotiated when such option was to be exercised, amounting to $23.8 million. ~~We treat the sale and leaseback of the abovementioned vessels as an operating lease.~~

On July 15, 2015, we took delivery of the M/T Eco Fleet. We financed the payment of the final installment for the vessel by entering into the ABN Facility, under which we drew down $22.2 million. On January 21, 2016, we took delivery of the M/T Eco Revolution and financed the payment of the final installment for the vessel by drawing down $22.2 million from the ABN Facility. On August 1, 2016, in connection with the expected delivery of the M/T Nord Valiant, we amended the ABN Facility to increase the borrowing limit to $64.4 million and added another tranche to the loan. On August 5, 2016, we drew down $20.0 million under the ABN Facility and on August 10, 2016, we took delivery of the M/T Nord Valiant. ~~As of December 31, 2017, we had $53.5 million outstanding under the facility and no available capacity for further borrowings.~~

~~On December 23, 2015,~~March 18, 2021, we entered into ~~an agreement with Family Trading,~~ a ~~company that is owned by the Lax Trust pursuant to which, Family Trading lent us up to $15 million under an unsecured revolving~~ credit facility orwith ABN Amro for $36.8 million for the Family Trading Facility, in order to fund our newbuilding program and working capital relating to our operating vessels. This facility was initially repayable in cash no later than December 31, 2016, with an option to extend the facility's repayment up to December 31, 2017. Family Trading also assumed our liabilities of approximately $3.8 million related to the early termination in 2011financing of the ~~bareboat charter for the~~vessel M/T ~~Delos that were immediately due. See "Item~~Eco West Coast (see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt Facilities—Prepayments of senior secured loans—ABN Facility”). The facility bore interest at LIBOR plus a margin of 2.50%. From June 23, 2023, ABN Amro switched the facility’s variable rate from LIBOR to Compounded SOFR. On December 14, 2023, this facility was fully prepaid using part of the proceeds from the 3^rd AVIC SLB (see “Item 5. Operating ~~Leases." As consideration~~and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt Facilities—Financings Committed under Sale and Leaseback Agreements—3^rd AVIC Sale and Leaseback”).

On March 26, 2021, we took delivery of the vessel M/T Eco West Coast from the Hyundai Heavy Industries shipyard in South Korea.

On May 6, 2021, we entered into a senior debt facility with Alpha Bank of $38 million for the ~~assumption~~financing of ~~these liabilities, Family Trading received 7~~the vessel M/T Eco Malibu (see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt Facilities—Prepayments of ~~our common shares on January 12, 2016. We had~~senior secured loans—Alpha Bank Facility”). The facility bore interest at LIBOR plus a margin of 3.00%. From June 9, 2023, Alpha Bank switched the ~~right~~facility’s variable rate from LIBOR to ~~buy back up to 60% of these shares at any time until December 31, 2016, which we did not exercise.~~ Term SOFR. On December ~~28, 2016, we extended the maturity~~21, 2023, this facility was fully prepaid through part of the ~~Family Trading loan to January 31, 2017~~proceeds from the Huarong SLB (see “Item 5. Operating and ~~on January 27, 2017, we further extended its maturity to February 28, 2017. On February 21, 2017, the Family Trading Facility was extended to December 31, 2018 when we amended~~Financial Review and ~~restated the Family Trading Facility, or the Amended Family Trading Credit Facility, in order to, among other things, allow us to remove any limitation in the use of funds drawn down~~Prospects—B. Liquidity and Capital Resources—Debt Facilities—Financings Committed under ~~the facility, reduce the mandatory cash payment due under the facility when we raise capital through the issuance of certain securities, remove the revolving feature of the facility,~~Sale and ~~extend the facility for up to three years.~~Leaseback Agreements—Huarong Sale and Leaseback”).

On May 11, ~~2016,~~2021, we took delivery of the vessel M/T Eco Malibu from the Hyundai Heavy Industries shipyard in South Korea.

On September 1, 2021, we sold the M/T Nord Valiant to unaffiliated third parties for gross proceeds of $26.4 million, part of which were used to fully prepay the respective loan for which the vessel was collateral.

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On September 8, 2021, we purchased from a company affiliated with Mr. Evangelos J. Pistiolis (the “Seller”) for a consideration of $29.8 million an additional 65% ownership interest in each of Julius Caesar Inc. and Legio X Inc. (the “VLCC Companies”), each a party to shipbuilding contracts for VLCC Julius Caesar (Hull No. 3213) and VLCC Legio X Equestris (Hull No. 3214), respectively. Following this transaction (the “VLCC Transaction”), we became 100% owner of the VLCC Companies. The Seller remained the guarantor on the shipbuilding contracts towards the shipyard and in addition the Seller provided a financing option to the Company by remaining responsible to the shipyard for up to 20% of the shipbuilding cost per vessel (increased from 10%, as previously agreed on January 6, 2021), at our option, exercisable until each vessel’s delivery date. On September 8, 2021 we issued 2,188 Series E Shares to Family Trading, as partial settlement of $2.2 million of the consideration outstanding from the VLCC Transaction.

On November 23, 2021, we entered into a credit facility with China Merchants Bank Financial Leasing Co. Ltd. (“CMBFL”) for $108.0 million for the ~~NORD/LB Facility to partially finance~~financing of the newbuilding vessels Julius Caesar (Hull No. 3213) and Legio X Equestris (Hull No. 3214). We drew down $54.0 million from the facility in January 2022 for the financing of the delivery of the M/T ~~Stenaweco Excellence~~. ~~On May 13, 2016, we drew down $23.2 million under~~Julius Caesar and another $54.0 in March 2022 for the ~~NORD/LB Facility and on May 20, 2016, we took~~financing of the delivery of the M/T ~~Stenaweco Excellence~~. AsLegio X Equestris. For each of ~~December 31, 2017, we had $20.1~~the vessels the credit facility is repayable in 32 consecutive quarterly installments of $0.7 million ~~outstanding under~~and a balloon payment of $32.4 million payable together with the last installment. The credit facility ~~and no available capacity for further borrowings.~~bears interest at SOFR plus a margin of 2.60%.

On September 14, 2016, we declared a dividend of one preferred share purchase right for each outstanding common share and adopted a shareholder rights plan, as set forth in a stockholders rights agreement dated as of September 22, 2016, by and between us and Computershare Trust Company, N.A. (now taken over by our new transfer agent, American Stock Transfer & Trust Company, or "AST"), as rights agent.

On November ~~22, 2016,~~24, 2021, we ~~completed a private placement~~agreed to sell the M/T Eco Los Angeles and M/T Eco City of Angels to unaffiliated third parties for net proceeds after debt repayment of $18.6 million, with the closings taking place on February 28 and March 15, 2022 respectively.

On January 5, 2022, we entered into an unsecured credit facility for up to ~~3,160 Series B Convertible Preferred Shares for~~$20 million with Central Mare Inc. (the “Central Mare Unsecured Bridge Loan”), an ~~aggregate principal amount~~affiliate of upour CEO, in order to ~~$3.0 million, or the Series B Transaction. Yorkville purchased 1,579 Series B Convertible Preferred Shares at the initial closing~~finance part of the ~~Series B Transaction~~shipbuilding cost of the two VLCCs. A total of $9 million was drawn down and 527 Series B Convertible Preferred Shares on November 28, 2016 for a total consideration of $2.0 million and has waived the right to purchase any additional Series B Convertible Preferred Shares. In connection with the Series B Transaction, we also entered into a registration rights agreement with Yorkville ~~to provide it with certain registration rights.~~ ~~As of August 15, 2017, we have issued 18,026 common shares in connection with the conversions of all of our Series B Convertible Preferred Shares.~~

On February 1, 2017, the Commission declared effective our registration statement on Form F-1, which covers the registration of (i) $200,000,000 common shares (including preferred stock purchase rights), preferred shares, debt securities, warrants, purchase contracts, rights and units and (ii) 1,000,000 common shares offered for resale by Yorkville underlying the Series B Convertible Preferred Shares issued in the Private Placement.

~~On February 2, 2017, we launched a registered equity line for~~subsequently repaid from proceeds from the sale of ~~up to $3,099,367~~M/T Eco Los Angeles and the facility is now terminated. The maturity date of ~~our common shares from time to time to~~ ~~Kalani Investments Limited, or Kalani,~~ ~~over~~ the ~~next 24 months pursuant to~~loan was December 31, 2022. The principal terms of the ~~Purchase Agreement between us~~loan included an arrangement fee of 2%, interest of 12% per annum and ~~Kalani dated February 2, 2017. On March 17, 2017, we expanded~~a commitment fee of 1.00% on the ~~registered equity line to allow for~~undrawn part of the sale of up to $6,940,867 of our common shares from time to time to Kalani pursuant to an amendment to the Purchase Agreement dated February 2, 2017, or the First Amendment. On March 27, 2017, we further expanded the registered equity line to allow for the sale of up to $12,540,867 of our common shares to Kalani, or the Second Amendment. On April 4, 2017, we further expanded the registered equity line to allow for the sale of up to $20,340,867 of our common shares, or the Third Amendment. On April 27, 2017, we further expanded the registered equity line to allow for the sale of up to $40,340,867 of our common shares to Kalani, or the Fourth Amendment. On October 12, 2017 we announced that we have issued and sold the total dollar amount of common shares under the registered equity line.facility.

On ~~February~~January 17, 2017, we closed a private placement with a non-U.S. institutional investor for the sale of 7,500 newly issued Series C Convertible Preferred Shares, which were convertible into the Company's common shares, for $7.5 million pursuant to a securities purchase agreement, or the Series C Transaction. As of November 8, 2017, we have issued 904,646 common shares in connection with the conversions of all our Series C Convertible Preferred Shares.

On February 20, 2017, we, through our wholly-owned subsidiary, Style Maritime Ltd., acquired a 40% ownership interest in Eco Seven Inc., a Marshall Islands corporation, or Eco Seven, from Malibu Shipmanagement Co., a Marshall Islands corporation and wholly-owned subsidiary of the Lax Trust for an aggregate purchase price of $6.5 million, pursuant to a share purchase agreement, or the Eco Seven Transaction. Eco Seven owns M/T Stenaweco Elegance, a 50,118 dwt product/chemical tanker that was delivered from Hyundai on February 28, 2017. Eco Seven was also a party to a time charter agreement that commenced upon the vessel's delivery at a rate of $16,500 per day for the first three years, and at the charterer's option, $17,500 for the first optional year and $18,500 for the second optional year. The Eco Seven Transaction was approved by a special committee of the Company's board of directors, or the Transaction Committee, of which the majority of the directors were independent. In the course of its deliberations, the Transaction Committee hired and obtained a fairness opinion from an independent financial advisor.

~~Throughout 2017, we issued multiple promissory notes to Kalani and Xanthe Holdings Ltd, or Xanthe, a non-affiliated, non-US company, affiliated with Kalani. On February 6, 2017,~~2022, we entered into a ~~note~~stock purchase agreement ~~and issued a $3.5 million 6% Original Issue Discount Promissory Note to Kalani for cash consideration of $3.3 million,~~ with a mandatory redemption no later than May 15, 2017. On March 22, 2017, we entered into a note purchase agreement and issued a $5.0 million 4% Original Issue Discount Promissory Note to Kalani for cash consideration of $4.8 million, with a mandatory redemption no later than October 7, 2017. On March 28, 2017, we entered into a note purchase agreement and issued an unsecured promissory note to Kalani in the principal amount of $10 million for cash consideration of $10 million, with a mandatory redemption no later than August 25, 2017. On April 5, 2017, we entered into a note purchase agreement and issued an unsecured promissory note to Kalani in the principal amount of $7.7 million for cash consideration of $7.7 million, with a mandatory redemption no later than September 4, 2017. On May 15, 2017, we entered into a note purchase agreement and issued an unsecured promissory note to Xanthe in the principal amount of $5.0 million for cash consideration of $5.0 million, with a mandatory redemption no later than August 23, 2017. On June 26, 2017, we entered into a note purchase agreement and issued an unsecured promissory note to Kalani in the principal amount of $3.0 million for cash consideration of $3.0 million, with a mandatory redemption no later than October 24, 2017. On July 12, 2017, we entered into a note purchase agreement and issued an unsecured promissory note to Xanthe in the principal amount of $3.1 million for cash consideration of $3.0 million, with a mandatory redemption no later than November 7, 2017. ~~On September 15, 2017, we issued an unsecured promissory note in the amount of $2.0 million with an original issue discount of 1% to Xanthe.~~ ~~As of December 31, 2017 all of the promissory notes issued to Kalani and Xanthe have been settled.~~

On March 27, 2017, pursuant to the management agreement between the Company and CSM, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, our President, Chief Executive Officer and Director, our board of directors granted to CSM a $1.25 million cash performance fee for its dedication and provision to the Company of high quality ship management and newbuilding supervision services during 2016.

On March 27, 2017, our board of directors granted to our executive officers an aggregate cash bonus of $1.5 million in consideration of the successful completion of the Company's newbuilding program in 2016.

On March 30, 2017, we, through our wholly-owned subsidiary Style Maritime Ltd., acquired another 9% ownership interest in Eco Seven from Malibu Shipmanagement Co., a Marshall Islands corporation and wholly-owned subsidiary of the Lax Trust, for an aggregate purchase price of $1.5 million, or the Eco Seven Extended Transaction. Pursuant to the Eco Seven Extended Transaction, our ownership interest in Eco Seven increased to 49%. On May 30, 2017, we announced that we entered into an agreement with Eco Seven to purchase for $6.5 million, an additional 41% interest, increasing our interest to 90% ownership in Eco Seven.

On March 30, 2017, we, through our wholly-owned subsidiary, Lyndon International Co., acquired a 49% ownership interest in City of Athens from Fly Free Company, a Marshall Islands corporation and wholly-owned subsidiary of the Lax Trust, for an aggregate purchase price of $4.2 million, or the City of Athens Transaction. City of Athens is currently a party to a newbuilding contract for the construction of M/T Eco Holmby Hills, a 50,000 dwt newbuilding product/chemical scheduled for delivery from Hyundai in January 2018.

On March 30, 2017, we, through our wholly-owned subsidiary, Gramos Shipping Company Co., acquired a 49% ownership interest in Eco Nine from Maxima International Co., a Marshall Islands corporation and wholly-owned subsidiary of the Lax Trust, for an aggregate purchase price of $3.5 million, or the Eco Nine Transaction. Eco Nine is currently a party to a newbuilding contract for the construction of M/T Eco Palm Springs, a 50,000 dwt newbuilding product/chemical scheduled for delivery from Hyundai in April 2018.

During April 2017, NORD/LB, as defined below, agreed to provide us with a waiver until the end of 2017 for the breach of the loan covenant that requires that any member of the family of Mr. Evangelos Pistiolis, our President, Chairman and Chief Executive Officer, maintains an ownership interest (either directly and/or indirectly through companies beneficiallyAfricanus Inc, owned by ~~any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) of 20% of our issued and outstanding common shares.~~

On April 21, 2017 we were informed by ABN Amro Bank, as defined below, that we were in breach of the loan covenant that required that any member of the family of Mr. Evangelos Pistiolis, our President, Chairman and Chief Executive Officer, maintains an ownership interest (either directly and/or indirectly through companies beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) of 30% of our issued and outstanding common shares. Our lender requested that either the family of Mr. Evangelos Pistiolis maintain an ownership interest of at least 30% of our issued and outstanding common shares or maintain a voting rights interest of above 50%. In order to regain compliance with the loan covenant, the Board authorized the Company on April 27, 2017 to create a new class of non-convertible preferred shares. On May 8, 2017, we issued 100,000 shares of Series D Preferred Shares to Tankers Family Inc., a company controlled by Lax3 Sororibus Trust, ~~which is~~ an irrevocable trust established for the benefit of certain family members of ~~Evangelos~~Mr. Pistiolis, for ~~$1,000 pursuant~~the sale of up to ~~a stock purchase agreement. Each~~7,560,759 newly-issued Series ~~D Preferred Share has the voting power of one thousand (1,000) common shares. For more information about the Series D~~F Non-Convertible Perpetual Preferred Shares ~~please see "Item 10. Additional Information—B. Memorandum~~(“Series F Preferred Shares”), in exchange for (i) the assumption by Africanus Inc of an amount of $47.6 million of shipbuilding costs for its newbuilding vessels M/T Eco Oceano CA (Hull No. 871), M/T Julius Caesar (Hull No. 3213) and ~~Articles~~M/T Legio X Equestris (Hull No. 3214), and (ii) settlement of ~~Association—Description~~the Company’s remaining payment obligations relating to the VLCC Transaction, in an amount of up to $27.6 million. At total of 7,200,000 Series DF Preferred ~~Shares."~~Shares were issued in connection with the deliveries of M/T Julius Caesar, M/T Legio X Equestris and M/T Eco Oceano CA and the settlement of $24.4 million of payment obligations relating to the VLCC Transaction.

On ~~April 26, 2017,~~January 17, 2022, we ~~acquired a 100% ownership interest in Astarte from Indigo Maritime Ltd, a Marshall Islands corporation and wholly-owned subsidiary~~took delivery of the ~~Lax Trust, for an aggregate purchase price of $6 million, or~~vessel M/T Julius Caesar from the ~~Astarte Transaction. Astarte is currently a party to a newbuilding contract for the construction of Hull No 2648, a 50,000 dwt newbuilding product/chemical scheduled for delivery from~~ Hyundai Heavy Industries shipyard in ~~July 2018.~~South Korea.

The Eco Seven Extended Transaction, the City of Athens Transaction the Astarte Transaction and the Eco Nine Transaction were approved by a special committee of our board of directors, or the Transaction Committee, of which the majority of the directors were independent. In the course of its deliberations, the Transaction Committee hired and obtained a fairness opinion from an independent financial advisor.

On ~~June 27, 2017,~~January 26, 2022, we received ~~written notification~~a notice from the Nasdaq Stock Market indicating that because the closing bid price of our common ~~stock~~shares for the ~~last~~preceding 30 consecutive business days was below $1.00 per share, we no longer met the minimum bid price requirement for the Nasdaq Capital ~~Market, set forth in Nasdaq Listing Rule 5450(a)(1). Pursuant to the Nasdaq Listing Rules, the applicable grace period to regain compliance was 180 days, or until December 26, 2017.~~Market. We regained compliance on ~~August 17, 2017.~~March 22, 2022.

On February 14, 2022, we entered into time charter employment agreements with a major oil trader for M/T Eco Beverly Hills and for M/T Eco Bel Air, according to which upon completion of their current charters, the M/T Eco Beverly Hills and M/T Eco Bel Air will enter into a time charter for a minimum period of 20 months and a maximum period of 26 months (at charterers option) at daily rate of $24,000 per vessel. Charterers also have the option to further extend the time charter until December 1, 2025 for M/T Eco Beverly Hills and December 10, 2025 for M/T Eco Bel Air (which option for the M/T Eco Bel Air was exercised on February 29, 2024). The daily rate for the entire period for both vessels is $24,000, including charterer optional periods.

On February 22, 2022 we announced an amendment of a previously agreed time charter with an affiliate of Evangelos Pistiolis which commenced upon delivery of M/T Eco Oceano CA from Hyundai Samho shipyard, on March 4, 2022. According to the amendment, the firm period of the time charter employment is increased from five years to 15 years and the daily rate is reduced from $32,450 to $24,500.

On March 2, 2022, we took delivery of the vessel M/T Legio X Equestris from the Hyundai Heavy Industries shipyard in South Korea.

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On August 1, 2017, we received a subpoena from the Commission requesting certain documents and information in connection with offerings made by us between February 2017 and August 2017. We have been and are currently providing the requested information to the SEC.

On August 24, 2017, a second purported securities class action complaint was filed in the same court against the same defendants (No. 2:17-cv-05016(LDW)(AYS)) which makes similar allegations and purports to allege violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. Other similar complaints may be filed in the future. We will respond to these complaints (or an amended and/or consolidated complaint) by the appropriate deadline to be set in the future. We and our management believe that the allegations in the complaints are without merit and plan to vigorously defend themselves against the allegations.

~~On September 5, 2017~~March 2, 2022 we entered into a ~~$23.5~~sale and leaseback with AVIC International Leasing Co., Ltd (“AVIC”), for our newbuilding vessel Eco Oceano CA (Hull No. 871) for total proceeds of $48.2 million. Consummation of the sale and leaseback took place on March 4, 2022. Following the sale, we have bareboat chartered back the vessel for a period of ten years at bareboat hire rates comprising of 40 consecutive quarterly installments of $0.68 million ~~bank loan facility~~and a balloon payment of $21.1 million payable together with ~~Amsterdam Trade Bank~~the last installment, plus interest based on the three months LIBOR plus 3.50%. As part of ~~Holland ("AT Bank") for~~this transaction, we have continuous options to buy back the ~~financing~~vessels at purchase prices stipulated in the bareboat agreements depending on when the option will be exercised and at the end of the ten year period we have an obligation to buy back the vessel at a cost represented by the balloon payment.

On March 4, 2022, we took delivery of the vessel M/T Eco ~~Palm Desert.~~Oceano CA from the Hyundai Samho shipyard in South Korea.

On April 15, 2022, we entered into an Equity Distribution Agreement with Maxim Group LLC, as sales agent, under which we would offer and sell, from time to time through Maxim Group LLC, up to $19,700,000 of our common shares, par value $0.01 per share. On October ~~10, 2017,~~6, 2022, we announced that we had terminated the Equity Distribution Agreement. We sold 10,786 common shares pursuant to the Equity Distribution Agreement for aggregate net proceeds of approximately $2.0 million.

On May 18, 2022, we received a written notification from Nasdaq indicating that because the closing bid price of our common ~~stock~~shares for the last 30 consecutive business days was below $1.00 per share, we no longer ~~meet~~met the minimum bid price requirement ~~for the~~under Nasdaq ~~Capital Market, set forth~~rules. On September 23, 2022 we effectuated a 20-to-1 reverse stock split in order to regain compliance with Nasdaq Listing Rule 5450(a)(1). ~~Pursuant to the Nasdaq Listing Rules, the applicable grace period to regain~~As a result, we regained compliance ~~is 180 days, or until April 9, 2018.~~on October 7, 2022.

On ~~November~~June 3, 2017 we held our Special Meeting of Shareholders where our shareholders approved and adopted one or more amendments to our Amended and Restated Articles of Incorporation to effect one or more reverse stock splits of our issued common shares at a ratio of not less than one-for-two and not more than one-for-10,000 and in the aggregate at a ratio of not more than one-for-10,000, inclusive, with the exact ratio to be set at a whole number within this range to be determined by our board of directors and authorized the Company's board of directors to implement any such reverse stock split by filing any such amendment with the Registrar of Corporations of the Republic of the Marshall Islands.

~~On November 7, 2017,~~2022, we entered into a Common Stock Purchase Agreement, or the First Purchase Agreement, with Crede CG III, Ltd., or Crede CG, pursuant to which the Company agreed sell up to $25 million of shares of its common stock, par value $0.01 to Crede CG over a period of 24 months, subject to certain limitations. On December 14, 2017 the First Purchase Agreement was completed.

On November 13, 2017, we entered into a Note Purchase Agreement with Crede Capital Group LLC, or Crede, pursuant to which the Company issued an unsecured promissory note in the original principal amount of $12.5 millionsecurities purchase agreement with a single ~~revolving option for additional $5.0~~unaffiliated institutional investor to purchase approximately $7.2 million ~~that~~of our common shares (or pre-funded warrants in lieu thereof) in a registered direct offering and warrants to purchase common shares in a concurrent private placement. On June 7, 2022, we ~~exercised on November 20, 2017. As~~issued 19,583 of ~~the date hereof, the promissory note has been settled.~~

On November 24, 2017, we acquired all of the outstanding shares of PCH77 Shipping Company Limited, a Marshall Islands company that owns a new building contract for M/T Eco California, a high specification 50,000 dwt Medium Range ("MR") product/chemical tanker under construction at Hyundai in Korea from an entity affiliated with our ~~Chairman and Chief Executive Officer, Mr. Evangelos Pistiolis. We paid $3.6 million for the outstanding~~common shares and pre-funded warrants to purchase 40,012 common shares in the ~~vessel is scheduled~~registered direct offering, and 14,303,000 warrants (the “June 2022 Warrants”) to purchase 59,595 common shares in the concurrent private placement for ~~delivery during January 2019.~~a purchase price of $120.00 per common share and June 2022 Warrants and $119.976 per pre-funded warrant and June 2022 Warrant. The ~~abovementioned transaction was approved by a special committee of the Company's board of directors, or the Transaction Committee, of which all of the directors~~June 2022 Warrants were independent. In the course of its deliberations, the Transaction Committee hired and obtained a fairness opinion from an independent financial advisor. Upon its delivery, the vessel will be employed under a time charterimmediately exercisable, with an ~~oil major for a firm duration~~expiration date of ~~two~~five years ~~with a charterer's option to extend for one additional year. The rate of the charter consists of a fixed amount per day plus a 50% profit share for earned rates over the fixed amount.~~

On December 11, 2017, we entered into a Common Stock Purchase Agreement, or the Second Purchase Agreement, with Crede CG pursuant to which the Company agreed to sell up to $25 million of shares of its common stock, par value $0.01 to Crede CG over a period of 24 months, subject to certain limitations. As offrom the date of ~~this report up~~issuance and had an exercise price of $120.00 per common share. Maxim Group LLC acted as the sole placement agent in connection with the offering. In July 2022, pre-funded warrants were exercised to $6.1 million worth of shares is remaining that the Company may sell pursuant to the Second Purchase Agreement. On March 22, 2017 we announced that we would not make any sales under the Second Purchase Agreement for a period of 12 months.

On December 14, 2017, we entered into a Note Purchase Agreement with Crede, pursuant to which we issued an unsecured promissory note in the original principal amount of $12,500,000 with revolving options for two additional $5.0 million notes to Crede.

~~Recent Developments~~

On January 2, 2018, the Compensation Committee recommended to our board of directors and the board of directors approved an award of $2.25 million, in cash as incentive compensation to Mr. Evangelos Pistiolis, or his nominee, to be distributed at his own discretion amongst executives.

~~On January 2, 2018, the Compensation Committee recommended to our board of directors and the board of directors approved an award of $1.25 million in cash as incentive compensation to CSM.~~

On January 5, 2018, we entered into an Amendment to the Note Purchase Agreement with Crede, pursuant to which we issued an unsecured promissory note in the original principal amount of $5.369 million with a single revolving option for additional $4.631 million. On February 9, 2018 the Note Purchase Agreement was further amended to increase the last revolving option to $6.4 million and on the same date we exercised said option in full.

On January 12, 2018, we announced that Mr. Per Christian Haukenes, a Class I director of the Company, has resigned effective as of December 31, 2017. Our board of directors has appointed Mr. Stavros Emmanouil as a Class I Director to fill the vacancy created by Mr. Haukenes's resignation, with a term expiring at the Company's 2020 Annual Meeting of Shareholders. The board of director's Audit Committee, Corporate Governance Committee and Compensation Committee have also been increased from three members to four members each. Mr. Stavros Emmanouil has been appointed to serve on each committee.

~~On January 31, 2018, we acquired:~~

100% of the issued and outstanding shares of PCH Dreaming Inc., a Marshall Islands company that has entered into a new building contract for a high specification 50,000 dwt Medium Range ("MR") product/chemical tanker under construction at Hyundai Mipo Dockyard Co., Ltd. in South Korea and scheduled for delivery during March 2019. The Company has acquired the shares from Ships International Inc. (the "Seller"), an entity affiliated with the Company's Chief Executive Officer, for an aggregate purchase price of $3.95 million. Following its delivery, the vessel will enter into a time charter with an entity affiliated with the Seller for a firm duration of one year at a gross daily rate of $16,000, with a charterer's option to extend for two additional years at $17,000 and $18,000, respectively.

100% of the issued and outstanding shares of South California Inc., a Marshall Islands company that has entered into a new building contract for a high specification, scrubber-equipped, 157,000 dwt Suezmax Crude Oil Carrier under construction at Hyundai Samho Heavy Industries Co. Ltd. in South Korea and scheduled for delivery during April 2019. The Company has acquired the shares from the Seller for an aggregate purchase price of $8.95 million. Following its delivery, the vessel will enter into a time charter with an entity affiliated with the Seller for a firm duration of one year at a gross daily rate of $25,000, with a charterer's option to extend for two additional years at $26,000 and $27,000, respectively.

100% of the issued outstanding shares of Malibu Warrior Inc., a Marshall Islands company that has entered into a new building contract for a high specification, scrubber-equipped, 157,000 dwt Suezmax Crude Oil Carrier under construction at Hyundai Samho Heavy Industries Co. Ltd. in South Korea and scheduled for delivery during May 2019. The Company has acquired the shares from the Seller for an aggregate purchase price of $8.95 million. Following its delivery, the vessel will enter into a time charter with an entity affiliated with the Seller for a firm duration of one year at a gross daily rate of $25,000, with a charterer's option to extend for two additional years at $26,000 and $27,000, respectively.

10% of the issued and outstanding shares of Eco Seven Inc., a Marshall Islands company that owns M/T Stena Elegance, a high specification 50,000 dwt MR product/chemical tanker delivered in February 2017 at Hyundai Vinashin. The Company has acquired the shares from an entity affiliated with the Company's Chief Executive Officer for an aggregate purchase price of $1.6 million. As a result of the transaction the Company will own 100% of the issued and outstanding shares of Eco Seven Inc.

Each of the acquisitions was approved by a special committee of our board of directors, (the "Transaction Committee"), of which all of the directors were independent. In the course of its deliberations, the Transaction Committee hired and obtained an opinion on the fairness of the consideration of this transaction from two independent financial advisors. The acquisitions completed on January 31^st ~~2018 created contractual commitments amounting to $151.5 million.~~

~~On February 20, 2018 we appointed AST as our new transfer agent and registrar and warrant agent for the 2014 Warrants. All of the Company's directly held~~purchase 21,787 common shares, and ~~2014 Warrants have been transferred from Computershare~~in September 2022, pre-funded warrants were exercised to AST's platform, with no action required by any shareholder regarding the change in our transfer agent. (AST can be reached as follows: American Stock Transfer & Trust Company, 55 Challenger Road Ridgefield Park, NJ 07660, Office: 201-806-4181).purchase 18,225 common shares.

On ~~March 12, 2018~~July 8, 2022, we redeemed 865,558 of our ~~50% owned subsidiaries City~~Series F Preferred Shares for an aggregate amount of ~~Athens and in Eco Nine entered into a loan agreement with ABN Amro Bank for a senior debt facility of up to $35.9~~approximately $10.4 million, ~~to fund, the delivery of M/T Eco Holmby Hills and M/T Eco Palm Springs ($17.9 million for each vessel). The loan will be~~ payable in 20 consecutive quarterly installments of $0.3 million per vessel, commencing three months from draw down, and a balloon payment of $11.9 million per vessel payable together with the last installment. The credit facility will bear interest at LIBOR plus a margin of 2.90%.cash.

On March 15, 2018, our 50% owned subsidiary City of Athens took delivery of M/T Eco Holmby Hills, a 50,000 dwt newbuilding product/chemical tanker constructed at the Hyundai Mipo Vinashin shipyard. On March 20, 2018 the vessel commenced its time charter agreement with Clearlake Shipping Pte Ltd.

On March 22, 2018, we announced that for 12 months the Conpany: (i) does not intend to conduct any offerings that include variable priced securities; (ii) does not intend to issue any further shares under the Second Purchase Agreement; (iii) Race Navigation Inc., a company controlled by Lax Trust, an irrevocable trust established for the benefit of certain family members of Evangelos Pistiolis, the President, Chief Executive Officer and Director of the Company, will not convert any of its 1,250,000 warrants pursuant to a standstill agreement with the Company.

~~On March 26, 2018,~~September 23, 2022, we effected a ~~1-for-10 reverse stock split and announced that we do not intend to conduct another~~20-to-1 reverse stock split of our common shares, which was authorized at our annual meeting of shareholders held on September 5, 2022. There was no change in the number of our authorized common shares. All share amounts in this report, not including amounts incorporated by reference, have been retroactively adjusted to reflect this reverse stock split.

On October 10, 2022, we entered into a warrant exercise inducement letter agreement (“Inducement Letter”) with an accredited investor that was an existing holder of June 2022 Warrants, wherein the investor agreed to exercise all of the June 2022 Warrants at an exercise price reduced from $120.00 per share to $81.00 per share, in consideration for the ~~12 calendar months from March 26, 2018.~~

~~2014~~issuance of new warrants (the “October 2022 Warrants”) to purchase up to an aggregate of 89,393 common shares for a purchase price of $81.00 per common share. The October 2022 Warrants

~~Our 2014 Warrants contain certain anti-dilution provisions, which~~ were triggered as a result of the reverse stock split, Series B Transaction, the Equity Line Offering, Series C Transaction, First Purchase Agreement, Second Purchase Agreement and Amended Family Trading Credit Facility. As of March 29, 2018, theimmediately exercisable upon issuance at an exercise price of ~~our outstanding 2014 Warrants was $1.20~~$81.00 per ~~warrant~~common share and ~~each warrant could buy 2.05 common shares. Also, each warrant holder could, in its sole discretion, replace the fixed exercise price with a variable exercise price currently 75%~~will expire on June 7, 2027. The net proceeds of the ~~lowest daily VWAP~~exercise of the October 2022 Warrants to the Company, after deducting estimated expenses and fees, were approximately $4.5 million. We granted customary registration rights covering the resale of the common shares issuable upon exercise of the October 2022 Warrants.

On December 6, 2022, we closed a public offering of 562,500 units, each consisting of one of our common shares ~~over the 21 consecutive trading days expiring on the trading day~~and Class C Common Stock Purchase Warrants (“Class C Warrants”) to purchase one common share, at a price of $24.00 per unit. Each Class C Warrant was immediately ~~prior to the date of delivery of an exercise notice (but in no event can this variable exercise price be less than $0.25) and buy a proportionate number of~~exercisable for one common ~~shares based on the variable price in effect on the date of exercise. If using the aforementioned variable exercise price, as of March 29, 2018, each 2014 Warrant has~~share at an exercise price of ~~$1.65~~$24.00 per share with an expiration date of five years after the issuance date. The gross proceeds of the offering to us, before discounts and ~~entitles its holder~~commissions and estimated offering expenses, were approximately $13.5 million.

On December 7, 2022, we entered into a time charter agreement with WECO Tankers A/S for the M/T Marina Del Rey for a firm period of three years at a daily rate of $20,500 and an optional year at a daily rate of $22,500 at the charterer’s option.

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On December 30, 2022, we redeemed 483,694 of our Series F Preferred Shares for an aggregate amount of approximately $5.8 million, payable in cash.

On January 13, 2023, March 6, 2023 and April 19, 2023, we redeemed 1,000,000, 1,016,667 and 174,454 of our Series F Preferred Shares for an aggregate amount of approximately $12.0 million, $12.2 million and $2.1 million, payable in cash respectively.

On February 14, 2023, we entered into a securities purchase agreement with several institutional investors to purchase ~~1.51~~approximately $13.6 million of our units in a registered direct offering at a price of $16.20 per unit. Each unit consisted of one common share and warrants to purchase one common share (the “February 2023 Warrants”). The February 2023 Warrants are immediately exercisable, will expire five years from the date of issuance and have an exercise price of $16.20 per common share. Additionally, pursuant to the terms of our Class C Warrants issued to investors on December 6, 2022, we agreed to reduce the exercise price per common share under the Class C Warrants to $16.20 per common share from an original exercise price of $24.00 per common share. The offering closed on February 16, 2023.

On March 1, 2023, we announced that for the period commencing from March 1, 2023 to December 31, 2023 we will not conduct any new equity offerings, public or private, we will not conduct any reverse stock splits (except to the extent our Board of Directors deems advisable for the sole purpose of remaining compliant with Nasdaq continued listing requirements), we will not pay any bonuses to our executive management and that neither the CEO nor his affiliates will sell any common shares.

On April 21, 2023, we received a written notification from Nasdaq indicating that because the closing bid price of our common shares for the last 30 consecutive business days was below $1.00 per share, we no longer met the minimum bid price requirement under Nasdaq rules. On September 29, 2023 we effectuated a 12-to-1 reverse stock split in order to regain compliance with Nasdaq Listing Rule 5450(a)(1). As a result, we regained compliance on October 16, 2023.

On July 12, 2023 we entered into an agreement to extend the duration of the time charter parties with Clearlake Shipping Pte Ltd for a fixed term of a minimum of 30 months and a maximum of 36 months for the vessels M/T Eco West Coast and M/T Eco Malibu. The daily rate of the extended period was agreed at $32,850.

On September 29, 2023, we effected a 12-to-1 reverse stock split of our common shares, which was authorized at our annual meeting of shareholders held on September 5, 2022. There was no change in the number of our authorized common shares. All share amounts in this report, not including amounts incorporated by reference, have been retroactively adjusted to reflect this reverse stock split.

On November 22, 2023, we announced our agreement to extend the duration of the time charter parties for the vessels M/T Julius Caesar and M/T Legio X Equestris. Specifically, the firm period was extended for approximately three years at a daily rate of $41,500 per vessel with two additional years at the charterer’s option.

On December 7, 2023, we announced the issuance of 2,930,718 common shares following the conversion of all of our Series E Preferred shares held by the Lax Trust. Following this conversion, we currently have no Series E Preferred Shares outstanding.

On December 10, 2023, our board of directors granted to our Chief Executive Officer a bonus of $5.0 million as ~~may be further adjusted. As~~incentive compensation. The bonus was paid to our Chief Executive Officer on January 26, 2024.

On December 14, 2023, we announced the launch of our share repurchase program (the “Program”), under which the Company could repurchase up to $4 million of its outstanding common shares, for a period of three months. No shares were repurchased under the Program, which expired on March ~~29, 2018,~~14, 2024.

On December 14, 2023, we consummated a SLB with AVIC in the amount of $41.0 million, for the purpose of refinancing the indebtedness secured over the M/T Eco West Coast. For more information, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt Facilities—Financings Committed under Sale and Leaseback Agreements—3^rd AVIC Sale and Leaseback.”

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On December 20, 2023, we consummated a SLB with China Huarong Shipping Financial Leasing Co Ltd. in the amount of $41.0 million, for the purpose of refinancing the indebtedness secured over the M/T Eco Malibu. For more information, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt Facilities—Financings Committed under Sale and Leaseback Agreements—Huarong Sale and Leaseback.”

Recent Developments

On February 6, 2024, we redeemed 3,659,627 of our Series F Preferred Shares (representing all of our outstanding Series F Preferred Shares) for an aggregate ~~3,353,611 2014 Warrants have been exercised~~amount of approximately $43.9 million, payable in cash. Following completion of this redemption, as of the date hereof, no Series F Preferred Shares remain outstanding.

We are in advanced discussions to acquire an interest in a company that owns a 47-meter megayacht from an affiliate of our Chief Executive Officer. We anticipate that we will fund the acquisition, if completed, with cash on hand. We believe market conditions are favorable for ~~a total issuance of 226,150 common shares.~~investments in this sector and are evaluating additional similar investment opportunities. However, there can be no assurance that we will complete this acquisition or successfully identify any similar opportunities in the future. Any megayacht we acquire is expected to be employed on short-term charters. We expect that management services, including commercial and technical management, for any yacht we acquire will be provided by CSI.

B.	Business Overview

We are an international owner and operator of modern, fuel efficient eco ~~medium range, or MR,~~ tanker vessels focusing on the transportation of crude oil, petroleum products (clean and dirty) and bulk liquid chemicals. Our operating fleet has a total capacity of 1,435,000 deadweight tons (“dwt”). As of the date of this annual report, our operating fleet consists of ~~two chartered-in 49,737~~one 50,000 dwt product/chemical ~~tankers vessels, the M/T Stenaweco Energy and the M/T Stenaweco Evolution, two 39,208~~tanker, Marina Del Rey, five 157,000 dwt ~~product/chemical~~Suezmax tankers, ~~vessels,~~ the M/T Eco ~~Fleet and the~~Bel Air, M/T Eco ~~Revolution, and three 49,737 dwt product/chemical tankers, the~~Beverly Hills, M/T ~~Stenaweco Excellence,~~Oceano CA, M/T ~~Nord Valiant~~Eco Malibu and M/T ~~Stenaweco Elegance.~~

~~In addition~~Eco West Coast, two 300,000 dwt Very Large Crude Carriers (VLCCs), M/T Julius Caesar and M/T Legio X Equestris, and we acquired from Lax Trust, an irrevocable trust established for the benefit of certain family members of Mr. Evangelos Pistiolis, our President, Chief Executive Officer and Director, or the Lax Trust, a 100% ownershipalso own 50% interest in ~~Astarte International Inc.,~~two 50,000 dwt product tankers, M/T Eco Yosemite Park and M/T Joshua Park. All of our vessels are IMO-certified and are capable of carrying a ~~Marshall Islands corporation, or Astarte. Astarte is currently a party~~wide variety of oil products including chemical cargos which we believe make our vessels attractive to a ~~newbuilding contract for the construction~~wide base of M/T Eco Palm Desert, a 50,000 dwt newbuilding product/chemical tanker scheduled for delivery from Hyundai in September 2018. We have also acquired, through our wholly-owned subsidiaries, 50% ownership interests in Eco Nine Inc., a Marshall Islands corporation, or Eco Nine, and City of Athens Inc., a Marshall Islands corporation, or City of Athens, respectively. Both Eco Nine and City of Athens were at the time of the acquisition wholly-owned subsidiaries of the Lax Trust. Eco Nine is currently a party to a newbuilding contract for the construction of M/T Eco Palm Springs, a 50,000 dwt newbuilding product tanker scheduled for delivery from Hyundai in May 2018. City of Athens is the owner of M/T Eco Holmby Hills, a 50,000 dwt product/chemical tanker.charterers.

Furthermore, we acquired from an entity affiliated with our Chairman and Chief Executive Officer, Mr. Evangelos Pistiolis, a 100% ownership interest in PCH77 Shipping Company Limited, a Marshall Islands corporation, or PCH77. PCH77 is currently a party to a newbuilding contract for the construction of M/T Eco California, a 50,000 dwt newbuilding product/chemical tanker scheduled for delivery from under construction at Hyundai in January 2019. Finally in January we acquired from entities affiliated with our Chairman and Chief Executive Officer (i) 100% of the issued and outstanding shares of PCH Dreaming Inc., a Marshall Islands company that has entered into a new building contract for a 50,000 dwt Medium Range product/chemical tanker under construction at Hyundai Mipo Dockyard Co., Ltd. in South Korea and scheduled for delivery during March 2019, (ii) 100% of the issued and outstanding shares of South California Inc., a Marshall Islands company that has entered into a new building contract for a 157,000 dwt Suezmax Crude Oil Carrier under construction at Hyundai Samho Heavy Industries Co. Ltd. in South Korea and scheduled for delivery during April 2019 and (iii) 100% of the issued outstanding shares of Malibu Warrior Inc., a Marshall Islands company that has entered into a new building contract for a 157,000 dwt Suezmax Crude Oil Carrier under construction at Hyundai Samho Heavy Industries Co. Ltd. in South Korea and scheduled for delivery during May 2019.

For more information, please see ~~"Item~~“Item 4. Information on the Company—A. History and Development of the Company—Recent Developments."”

We intend to continue to review the market in order to identify potential acquisition targets ~~on accretive terms.~~in line with our strategy.

We believe we have established a reputation in the international ocean transport industry for operating and maintaining vessels with high standards of performance, reliability and safety. We have assembled a management team comprised of executives who have extensive experience operating large and diversified fleets of tankers and who have strong ties to a number of national, regional and international oil companies, charterers and traders.

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Our Fleet

The following tables present our fleet list as of the date of this annual report:

~~Chartered-in fleet:~~

Operating MR Tanker Vessels on SLBs (treated as financings):

Name	Deadweight	Charterer	End of firm period	Charterer’s Optional Periods	Gross Rate fixed period/ options
M/T Eco Marina Del Rey	50,000	Cargill / WECO Tankers A/S	May 2024 / May 2027	- / 1 year	Cargill: $15,100 / WECO Tankers A/S: $20,500 / $22,500

Operating Suezmax Vessels on SLBs (treated as operating leases):

Name	Deadweight	Charterer	End of firm period	Charterer’s Optional Periods	Gross Rate fixed period/ options
M/T Eco Bel Air	157,000	Trafigura	December 10, 2025	-	$24,000
M/T Eco Beverly Hills	157,000	Trafigura	July 2024	16 months	$24,000 / $24,000

Operating Suezmax Vessels on SLBs (treated as financings):

Name	Deadweight	Charterer	End of firm period	Charterer’s Optional Periods	Gross Rate fixed period/ options
M/T Eco Oceano CA	157,000	Central Tankers Chartering	March 2037	none	$24,500

Operating Suezmax Vessels financed via senior loan facilities:

Name	Deadweight	Charterer	End of firm period	Charterer’s Optional Periods	Gross Rate fixed period/ options
M/T Eco West Coast	157,000	Clearlake	January 2027	1+1 years	$32,850 / $34,750 / $36,750
M/T Eco Malibu	157,000	Clearlake	March 2027	1+1 years	$32,850 / $34,750 / $36,750

Operating VLCC Vessels on SLBs (treated as financings):

Name	Deadweight	Charterer	End of firm period	Charterer’s Optional Periods	Gross Rate fixed period/ options
M/T Julius Caesar	300,000	Trafigura	January 2028	1+1 years	$36,000 up to January 2025 and $41,500 afterwards / $44,000 / $46,000
M/T Legio X Equestris	300,000	Trafigura	March 2028	1+1 years	$35,750 up to March 2025 and $41,500 afterwards / $44,000 / $46,000

Operating Joint Venture MR Tanker fleet (50% owned):

Name	Deadweight	Charterer	End of firm period	~~Charterer's~~ Charterer’s Optional Periods	Gross Rate fixed period/ options
~~M/T Stenaweco Energy~~			~~49,737~~		~~Stena Weco A/S~~	~~February 2021~~	~~1+1 years~~	~~$15,616 / $17,350 / $18,100~~
~~M/T Stenaweco Evolution~~			~~49,737~~		~~Stena Weco A/S~~	~~October 2021~~	~~1+1 years~~	~~$15,516 / $17,200 / $18,000~~

~~Operating fleet:~~

~~Name~~		~~Deadweight~~		~~Charterer~~	~~End of firm period~~	~~Charterer's Optional Periods~~	~~Gross Rate fixed period/ options~~
M/T Eco ~~Fleet~~Yosemite Park	50,000	Clearlake	~~39,208~~March 2025	~~BP Shipping Limited~~	~~July 2018~~	5+1+1 years	$~~15,200~~17,400 / ~~$16,000~~$18,650 / ~~$16,750~~$19,900
M/T Eco ~~Revolution~~Joshua Park	50,000	Clearlake	~~39,208~~March 2025	~~BP Shipping Limited~~	~~January 2019~~	5+1+1 years	$~~15,200~~17,400 / ~~$16,000~~$18,650 / ~~$16,750~~
~~M/T Stenaweco Excellence~~			~~49,737~~	~~Stena Weco A/S~~	~~November 2020~~	~~1+1 years~~	~~$15,000 until June 2019 and $16,200 after / $17,200 / $18,000~~
~~M/T Nord Valiant~~			~~49,737~~	~~DS Norden A/S~~	~~August 2021~~	~~1+1 years~~	~~$16,800 / $17,600 / $18,400~~
~~M/T Stenaweco Elegance~~			~~50,118~~	~~Stena Weco A/S~~	~~March 2021~~	~~1+1 years~~	~~$15,000 until December 2018 and $16,500 after / $17,500 / $18,500~~$19,900

All the vessels in our fleet are equipped with engines of modern design with improved Specific Fuel Oil Consumption (SFOC) and in compliance with the latest emission requirements, fitted with energy saving improvements in the hull, propellers and rudder as well as equipment that further reduces fuel consumption and emissions certified with an improved Energy Efficiency Design Index (Phase 2 compliance level as minimum). Vessels with this combination of technologies, introduced from certain shipyards, are commonly referred to as eco vessels. We believe that recent advances in shipbuilding design and technology makes these latest generation vessels more fuel-efficient than older vessels in the global fleet that compete with our vessels for charters, providing us with a competitive advantage. Furthermore, all of our vessels are fitted with ballast water treatment equipment and exhaust gas cleaning systems (scrubbers).

~~Joint Venture fleet (50% owned):~~

~~Name~~	~~Deadweight~~		~~Charterer~~	~~End of firm period~~	~~Charterer's Optional Periods~~	~~Gross Rate fixed period/ options~~	~~Delivery date~~	~~Shipyard~~
~~M/T Eco Holmby Hills~~		~~49,737~~	~~Clearlake Shipping Pte Ltd~~	~~March 2021~~	~~1+1 years~~	~~$14,100 1~~^st ~~year, $14,600 2~~^nd ~~year and $15,025 3~~^rd ~~year / $15,400 / $16,400~~	~~Delivered~~	~~Hyundai Mipo Vinashin~~
~~M/T Eco Palm Springs~~		~~49,737~~	~~Clearlake Shipping Pte Ltd~~	~~May 2021~~	~~1+1 years~~	~~$14,250 1~~^st ~~year, $14,750 2~~^nd ~~year and $15,175 3~~^rd ~~year / $15,550 / $16,550~~	~~May 2018~~	~~Hyundai Mipo Vinashin~~

~~Fleet under construction:~~

~~Name~~	~~Deadweight~~	~~Charterer~~	~~End of firm period~~	~~Charterer's Optional Periods~~	~~Gross Rate fixed period/ options~~	~~Delivery date~~	~~Shipyard~~
~~M/T Eco Palm Desert~~	~~50,000~~	~~Central Tankers Chartering Inc~~	~~September 2021~~	~~1+1 years~~	~~$14,750 / $15,250 / $15,750~~	~~September 2018~~	~~Hyundai Mipo Vinashin~~
~~M/T Eco California~~	~~50,000~~	~~Shell Tankers Singapore Private Limited~~	~~January 2021~~	~~1 year~~	~~$13,750 / $13,950 plus 50% profit share~~	~~January 2019~~	~~Hyundai Mipo S. Korea~~
~~Hull No 8242~~	~~50,000~~	~~Central Tankers Chartering Inc~~	~~March 2020~~	~~1+1 years~~	~~$16,000 / $17,000 / $18,000~~	~~March 2019~~	~~Hyundai Mipo S. Korea~~
~~Hull No 874~~	~~159,000~~	~~Central Tankers Chartering Inc~~	~~April 2020~~	~~1+1 years~~	~~$25,000 / $26,000 / $27,000~~	~~April 2019~~	~~Hyundai Samho S. Korea~~
~~Hull No 875~~	~~159,000~~	~~Central Tankers Chartering Inc~~	~~May 2020~~	~~1+1 years~~	~~$25,000 / $26,000 / $27,000~~	~~May 2019~~	~~Hyundai Samho S. Korea~~

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Management of our Fleet

Our Fleet Manager provides all operational, technical and commercial management services for our fleet. Please see ~~"Item 7. Major Shareholders and~~“Item 18. Financial Statements—Note 5—Transactions with Related ~~Party Transactions—B. Related Party Transactions—Central Shipping Monaco Letter Agreement, Management Agreements, and Other Agreements."~~Parties”.

Officers, Crewing and Employees

As of the date of this annual report ~~our employees include our~~we do not employ any shore-based employees. Our executive officers and a number of administrative employees ~~whose services~~ are provided according to an agreement with Central Mare. Please see ~~"Item 7. Major Shareholders and~~“Item 18. Financial Statements—Note 5—Transactions with Related ~~Party Transactions—B. Related Party Transactions—Central Shipping Monaco Letter Agreement, Management Agreements, and Other Agreements."~~Parties”. In addition, our Fleet Manager is responsible for recruiting, mainly through a crewing agent, the senior officers and all other crew members for our vessels. We believe the streamlining of crewing arrangements will ensure that all our vessels will be crewed with experienced seamen that have the qualifications and licenses required by international regulations and shipping conventions.

The International Shipping Industry

The seaborne transportation industry is a vital link in international trade, with ocean going vessels representing the most efficient and often the only method of transporting large volumes of basic commodities and finished products. Demand for tankers is dictated by world oil demand and trade, which is influenced by many factors, including international economic activity; geographic changes in oil production, processing, and consumption; oil price levels; inventory policies of the major oil and oil trading companies; and strategic inventory policies of countries such as the United States, China and India.

Shipping demand, measured in ~~tonne-miles,~~ton-miles, is a product of (a) the amount of cargo transported in ocean going vessels, multiplied by (b) the distance over which this cargo is transported. The distance is the more variable element of the ~~tonne-mile~~ton-mile demand equation and is determined by seaborne trading patterns, which are principally influenced by the locations of production and consumption. Seaborne trading patterns are also periodically influenced by geo-political events that divert vessels from normal trading patterns, as well as by inter-regional trading activity created by commodity supply and demand imbalances. Tonnage of oil shipped is primarily a function of global oil consumption, which is driven by economic activity as well as the long-term impact of oil prices on the location and related volume of oil production. Tonnage of oil shipped is also influenced by transportation alternatives (such as pipelines) and the output of refineries.

Demand for tankers and tonnage of oil shipped is primarily a function of global oil consumption, which is driven by economic activity, as well as the long-term impact of oil prices on the location and related volume of oil production. Global oil demand returned to limited growth in 2010 and has since been expanding at a modest pace, as a steady rise in Asia has outweighed decreasing demand in Europe and in the United ~~States.~~States, with a notable exception for 2020 and 2021 in which years the COVID 19 epidemic dramatically reduced oil demand. According to the International Energy Agency, global oil demand ~~for 2017 has been revised as of February 2018~~increased to ~~97.80~~101.7 million barrels/day in 2023, compared to ~~94.4~~100.8 million barrels/day ~~during 2016.~~for 2022.

We strategically monitor developments in the tanker industry on a regular basis and, subject to market demand, will seek to enter into shorter or longer time or bareboat charters according to prevailing market conditions.

We will compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation as an operator. We will arrange our time charters and bareboat charters through the use of brokers, who negotiate the terms of the charters based on market conditions. We will compete primarily with owners of tankers in the ~~handymax~~MR Product Tanker, Suezmax and ~~Suezmax~~VLCC class sizes. Ownership of tankers is highly fragmented and is divided among major oil companies and independent vessel owners.

~~Seasonality~~

~~We operate our tankers in markets that have historically exhibited seasonal variations in demand~~

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Seasonality

Historically, oil and oil products trade and, therefore, charter ~~rates.~~rates increased in the winter months and eased in the summer months as demand for oil and oil products in the Northern Hemisphere rose in colder weather and fell in warmer weather. The tanker industry, in general, has become less dependent on the seasonal transport of heating oil than a decade ago as new uses for oil and oil products have developed, spreading consumption more evenly over the year. This is most apparent from the higher seasonal demand during the summer months due to energy requirements for air conditioning and motor vehicles. This seasonality may affect operating results. However, to the extent that our vessels are chartered at fixed rates on a long-term basis, seasonal factors will not have a significant direct effect on our business.

Risk of Loss and Liability Insurance ~~Generally~~

General

The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, piracy incidents, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon ~~owners,~~shipowners, operators and ~~demise~~bareboat charterers of any vessel trading in the exclusive economic zone of the United States for certain oil pollution accidents in the United States, ~~Exclusive Economic Zone,~~ has made liability insurance more expensive for ~~ship owners~~shipowners and operators trading in the United States market. While we maintain hull and machinery insurance, war risks insurance, protection and indemnity cover and freight, demurrage and defense cover for our operating fleet in amounts that we believe to be prudent to cover normal risks in our operations, we may not be able to achieve or maintain this level of coverage throughout a vessel's useful life. Furthermore, while we believe that our presentWe carry insurance coverage ~~is adequate,~~as customary in the shipping industry. However, not all risks can be insured, ~~against,~~specific claims may be rejected, and ~~there can~~we might not be ~~no guarantee that any specific claim will be paid, or that we will~~ always be able to obtain adequate insurance coverage at reasonable rates.

Hull and Machinery Insurance

We ~~have obtained marine~~procure hull and machinery ~~marine interests~~insurance, protection and indemnity insurance, which includes environmental damage and pollution insurance and war risk insurance ~~which includes the risk of actual or constructive total loss, general average, particular average, salvage, salvage charges, sue~~ and ~~labor, damage sustained in collision or contact with fixed or floating objects~~freight, demurrage and defense insurance for ~~all of the vessels in~~ our fleet. ~~Our vessels are covered up to at least their fair market value, with deductibles~~We generally do not maintain insurance against loss of ~~$100,000 per vessel per incident. For any vessels~~hire (except for certain charters for which we consider it appropriate), which covers business interruptions that ~~are under bareboat charters,~~result in the ~~charterer is responsible for arranging and paying for all insurances that may be required.~~loss of use of a vessel.

Protection and Indemnity Insurance

Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P“P&I Associations, ~~which~~” and covers our third-party liabilities in connection with our shipping activities. This includes third-party liability and other related expenses ~~towards~~of injury or death of crew, passengers and other third parties, loss or damage to cargo, ~~collision liabilities,~~claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances and salvage, towing and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations, or ~~P&I Clubs. Cover is subject to the current statutory limits of liability and the applicable deductibles per category of claim.~~ “clubs.”

Our current protection and indemnity insurance coverage for pollution ~~stands at $1.0~~is $1 billion ~~for any one event.~~

per vessel per incident. The 1312 P&I Associations that comprise the International Group insure approximately 90% of the ~~world's~~world’s commercial tonnage and have entered into a pooling agreement to reinsure each ~~association's~~association’s liabilities. The International Group’s website states that the Pool provides a mechanism for sharing all claims in excess of US $10 million up to, currently, approximately US$8.9 billion. As a member of a P&I Association, which is a member of the International Group, we are subject to calls payable to the associations based on ~~the Association's its~~our claim ~~record~~records as well as the claim records of all other members of the individual associations ~~which are~~and members of the shipping pool of P&I Associations comprising the International Group.

Environmental and Other Regulations in the Shipping Industry

~~Governmental~~

Government regulation and laws ~~and regulations~~ significantly affect the ownership and operation of our ~~vessels.~~fleet. We are subject to ~~various~~ international conventions and treaties, national, state and local laws and regulations in force in the countries in which our vessels may operate or are ~~registered.~~registered relating to safety and health and environmental protection including the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials, and the remediation of contamination and liability for damage to natural resources. Compliance with such laws, regulations and other requirements entails significant expense, including vessel ~~modification~~modifications and implementation ~~costs.~~of certain operating procedures.

A variety of government ~~quasi-governmental,~~ and private ~~organizations~~entities subject our vessels to both scheduled and unscheduled inspections. These ~~organizations~~entities include the local port authorities (applicable national authorities such as the United States Coast Guard (“USCG”), harbor ~~masters~~master or ~~equivalent entities,~~equivalent), classification societies, ~~relevant~~ flag state ~~(country~~administrations (countries of registry) and charterers, particularly terminal ~~operators and oil companies. Some~~operators. Certain of these entities require us to obtain permits, licenses, certificates and ~~approvals~~other authorizations for the operation of our vessels. ~~Our failure~~Failure to maintain necessary permits ~~licenses, certificates~~ or approvals could require us to incur substantial costs or ~~temporarily suspend~~result in the temporary suspension of the operation of one or more of ~~the vessels in~~ our ~~fleet, or lead to the invalidation or reduction~~vessels.

Table of ~~our insurance coverage.~~Contents

We believe that the heightened levels of environmental and quality concerns among insurance underwriters, regulators and charterers have led to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasing environmental concerns have created a demand for ~~tankers~~vessels that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with ~~applicable local, national~~United States and international ~~environmental laws and~~ regulations. We believe that the operation of our vessels ~~will be~~is in substantial compliance with applicable environmental laws and regulations and that our vessels ~~will~~ have all material permits, licenses, certificates or other authorizations necessary for the conduct of our ~~operations; however,~~operations. However, because such laws and regulations ~~are~~ frequently ~~changed~~change and may impose increasingly ~~strict~~stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that ~~results in significant oil pollution or otherwise~~ causes significant adverse environmental impact ~~such as the 2010~~ ~~Deepwater Horizon~~ ~~oil spill in the Gulf of Mexico,~~ could result in additional legislation or regulation that could negatively affect our profitability.

~~International Maritime Organization~~

~~The United Nation's~~ International Maritime Organization ~~or the~~(IMO)

The IMO, is the United Nations agency for maritime safety and the prevention of pollution by ~~ships. The IMO has~~vessels, adopted several international conventions that regulate the international shipping industry, including but not limited, to the International Convention on Civil Liability for Oil Pollution Damage of 1969, generally referred to as CLC, the International Convention on Civil Liability for Bunker Oil Pollution Damage, and the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of ~~1973,~~1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as “MARPOL,” the International Convention for the Safety of Life at Sea of 1974 (“SOLAS Convention”), and the International Convention on Load Lines of 1966 (the “LL Convention”) and International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”). MARPOL establishes environmental standards relating to oil leakage or spilling, garbage management, sewage, air emissions, handling and disposal of noxious liquids and the handling of harmful substances in packaged forms. MARPOL ~~Convention. The MARPOL Convention~~ is ~~broken~~applicable to dry bulk, tanker and LNG carriers, among other vessels, and is divided into six Annexes, each of which ~~establishes environmental standards relating to~~regulates a different ~~sources~~source of ~~pollution:~~pollution. Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried in bulk, in liquid or in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, ~~adopted by the IMO in September of 1997,~~lastly, relates to air emissions.

~~In 2012,~~Since 2014, the IMO’s Marine ~~Environment~~Environmental Protection Committee, ~~MEPC, adopted by resolution~~or the “MEPC,” amendments to MARPOL Annex I Condition Assessment Scheme, or “CAS” have required compliance with the 2011 International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, or “ESP Code,” which provides for enhanced inspection programs. Effective July 1, 2024, amendments to the ~~international code~~ESP Code will become effective, addressing inconsistencies on examination of ballast tanks at annual surveys for the construction and equipment of ships carrying dangerous chemicals in bulk, IBC Code. The provisions of the IBC Code are mandatory under MARPOL and SOLAS. These amendments, which entered into force in June 2014, pertain to revised international certificates of fitness for the carriage of dangerous chemicals in bulk and identify new products that fall under the IBC Code. In May 2014, additional amendments to the IBC Code were adopted and became effective in January 2016. These amendments pertain to the installation of stability instruments and cargo tank purging. In 2013, the MEPC adopted by resolution amendments to the MARPOL Annex I Conditional Assessment Scheme, CAS. These amendments, which became effective on October 1, 2014, pertain to revising references to the inspections of bulk carriers and ~~tankers after the 2011 ESP Code, which enhances the programs of inspections, becomes mandatory. We may need to make certain financial expenditures to comply with these amendments.~~oil tankers.

Air Emissions

In September of 1997, the IMO adopted Annex VI to MARPOL to address air ~~pollution.~~pollution from vessels. Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from ~~ships whose diesel engines were constructed (or underwent major conversions) on or after January 1, 2000. It also~~all commercial vessel exhausts and prohibits ~~"deliberate emissions"~~“deliberate emissions” of ~~"ozone~~ozone depleting substances~~" defined to include certain~~ (such as halons and ~~chlorofluorocarbons. "Deliberate emissions" are not limited to times when the ship is at sea; they can for example include discharges occurring in the course~~chlorofluorocarbons), emissions of ~~the ship's repair and maintenance. Emissions of "volatile organic compounds"~~volatile compounds from ~~certain tankers,~~cargo tanks and the shipboard incineration ~~(from incinerators installed after January 1, 2000)~~ of ~~certain substances (such as polychlorinated biphenyls (PCBs)) are also prohibited.~~specific substances. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions, ~~known~~ as ~~ECAs (see below).~~explained below. Emissions of “volatile organic compounds” from certain vessels, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls, or “PCBs”) are also prohibited. We believe that all our vessels are currently compliant in all material respects with these regulations.

The Marine Environment Protection Committee, or “MEPC,” adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, which entered into force on July 1, 2010. The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships. ~~As of~~Effective January 1, ~~2012, the amended Annex VI requires that~~2020, there has been a global limit of 0.5% m/m sulfur oxide emissions (reduced from 3.50%). This limitation can be met by using low-sulfur compliant fuel oil, contain no more than 3.50% sulfur. On October 27, 2016, at its 70th session, MEPC 70, MEPC announced its decision concerning the implementation of regulations mandating a reduction in sulfur emissions from the current 3.5% to 0.5% as of the beginning of 2020 rather than pushing the deadline back to 2025. By 2020 ships will now have to either remove sulfur from emissions through the use of emission scrubbersalternative fuels or ~~buy fuel with low sulfur content. Once the cap becomes effective, ships will be~~exhaust gas cleaning systems (or EGCS). Ships are required to obtain bunker delivery notes ~~stating the Sulphur content~~ and International Air Pollution Prevention ~~("IAPP"~~(“IAPP”) Certificates byfrom their flag ~~states. This subjects~~states that specify sulfur content. Additionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships became effective on March 1, 2020. Fuels with higher sulfur content than required by Reg. 14 of Annex VI can still be delivered to a ship, provided the ship uses equivalent measures, such as an EGCS. Additional amendments to Annex VI revising, among other terms, the definition of “Sulphur content of fuel oil” and “low-flashpoint fuel” and pertaining to the sampling and testing of onboard fuel oil, became effective in April 2022. These regulations subject ocean-going vessels ~~in these areas~~ to stringent emissions controls, and may cause us to incur ~~additional~~substantial costs.

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Sulfur content standards are even stricter within certain ~~"Emission~~“Emission Control Areas,"” or ~~ECAs.~~(“ECAs”). As of ~~July~~January 1, ~~2010,~~2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of ~~1.0%, which was further reduced to 0.10% as of January 1, 2015.~~0.1% m/m. Amended Annex VI establishes procedures for designating new ECAs. ~~The~~Currently, the IMO has designated four ECAs, including specified portions of the Baltic Sea ~~and the~~area, North Sea ~~have been so designated.~~area, North American area and United States Caribbean Sea area. Furthermore, in December 2022, the Committee adopted Resolution MEPC.361(79) establishing a new Emission Control Area (ECA) for the Mediterranean Sea as a whole. These amendments will enter into force on 1 May 2024, however, ships operating in this ECA will be exempted from compliance with the 0.10% m/m sulfur content standard for fuel oil, during the first 12 months immediately following entry into force of the amendment until July 1, 2025. Ocean-going vessels in these areas ~~are~~will be subject to stringent emission controls ~~which may cause us~~and ocean-going vessels trading in ECAs are subject to ~~incur~~increased operational costs due to the significantly higher price of the fuel with very low Sulphur content (0.1%m/m) or due to the additional ~~costs. On August~~cost entailed by the use of an EGCS. Amendments to Annex VI requiring bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70°C as mandatory information, will become effective May 1, ~~2012, certain coastal areas of North America were designated ECAs and effective January 1, 2014 the United States Caribbean Sea was designated an ECA.~~2024. If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the ~~EPA~~U.S. Environmental Protection Agency (“EPA”) or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.

~~U.S. air~~

Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards ~~are now equivalent to these amended~~for marine diesel engines, depending on their date of installation. Now Annex VI ~~requirements,~~provides for a three-tier reduction in NOx emissions from marine diesel engines, with the final tier (or Tier III) to apply to engines installed on vessels constructed on or after January 1, 2016 and ~~once these amendments become effective, we may incur costs to comply with these revised standards.~~which operate in the North American ECA or the U.S. Caribbean Sea ECA as well as ECAs designated in the future by the IMO. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen ~~oxides, effective~~oxide for ships built on or after January 1, 2021. ~~It is expected that these areas will be formally designated after the draft amendments are presented at MEPC's next session.~~ The EPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009. ~~At the MEPC meeting held from March to April 2014,~~Additionally, amendments to Annex II, which strengthen discharge requirements for cargo residues and tank washings in specified sea areas (including North West European waters, Baltic Sea area, Western European waters and Norwegian Sea), came into effect in January 2021.

As determined at the MEPC 70, the new Regulation 22A of MARPOL Annex VI ~~were adopted which address~~became effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the ~~date~~first year of data collection commencing on which Tier III Nitrogen Oxide (NOx), standards in ECAs will go into effect. Under the amendments, Tier III NOx standards apply to ships that operate in North American and U.S. Caribbean Sea ECAs designed for the control of NOx with a marine diesel engine installed and constructed on or after January 1, ~~2016. Tier III requirements could apply~~2019. The IMO used such data as the first step in its roadmap (through 2023) for developing its strategy to areas that will be designated for Tier III NOx in the future. Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems.reduce greenhouse gas emissions from ships, as discussed further below.

As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ~~new~~ ships. ~~Under these measures, by 2025, all new ships built will be 30% more energy efficient than those built in 2014. Currently operating~~All ships are now required to develop and implement Ship Energy Efficiency Management Plans ~~SEEMPs,~~(“SEEMPS”), and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy ~~Efficient~~Efficiency Design Index ~~or EEDI.~~

~~Amended~~(“EEDI”). Under these measures, by 2025, all new ships built will be 30% more energy efficient than those built in 2014. Additionally, MEPC 75 adopted amendments to MARPOL Annex VI ~~also establishes new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their~~which brought forward the effective date of ~~installation. At MEPC 70 and MEPC 71, MEPC approved~~ the ~~North Sea and Baltic Sea as ECAs for nitrogen oxide, effective~~EEDI’s “phase 3” requirements from January 1, 2021. It is expected that these areas will be formally designated after draft amendments are presented at MEPC's next session. The U.S. Environmental Protection Agency, or EPA, promulgated equivalent (and in some senses stricter) emissions standards in late 2009. At the MEPC meeting held from March2025, to April ~~2014,~~1, 2022, for several ship types, including gas carriers, general cargo ships, and LNG carriers.

Additionally, MEPC 76 adopted amendments to Annex VI ~~were adopted~~ which address the date on which Tier III Nitrogen Oxide (NOx), standards in ECAs will go into effect. Under the amendments, Tier III NOx standards apply to ships that operate in North American and U.S. Caribbean Sea ECAs designed for the control of NOx with a marine diesel engine installed and constructed on or after January 1, 2016. Tier III requirements could apply to areas that will be designated for Tier III NOx in the future.

~~In the U.S., the EPA has issued a final finding that greenhouse gases threaten public health and safety, and has adopted~~impose new regulations to ~~limit~~reduce greenhouse gas emissions from ~~certain mobile sources~~ships. The revised Annex VI entered into force in November 2022, and ~~proposed regulations~~includes requirements to ~~limit greenhouse gas~~assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping. The requirements include (1) a technical requirement to reduce carbon intensity based on a new Energy Efficiency Existing Ship Index (or EEXI), and (2) operational carbon intensity reduction requirements based on a new operational carbon intensity indicator (or CII). The attained EEXI is required to be calculated for ships of 400 gross tonnage and above, in accordance with different values set for ship types and categories. With respect to the CII, which took effect from January 1, 2023, ships of 5,000 gross tonnage to document and verify their actual annual operational CII achieved against a determined required annual operational CII. All ships that fall under the new CII regime have to have a CII rating of C or above in order to be compliant. Ships that have a CII rating of D for three consecutive years or E, are required to submit a corrective action plan, to show how the required index (C or above) would be achieved or else they will be deemed non-compliant. The EEXI and CII certification requirements entered into effect on January 1, 2023.

Additionally, MEPC 76 adopted amendments requiring ships of 5,000 gross tonnage and above to revise their SEEMP to include methodology for calculating the ship’s attained annual operation CII and the required annual operational CII, on or before June 1, 2023. MEPC 76 also approved amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (or HFO) by ships in Arctic waters on and after July 1, 2024. For ships subject to Regulation 12A (oil fuel tank protection), the prohibition will become effective on or after July 1, 2029.

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MEPC 77 adopted a non-binding resolution which urges EU member states and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of black carbon emissions from ~~certain large stationary sources. Although~~ships when operating in or near the ~~mobile source emission regulations do not apply~~Arctic.

MEPC 79 adopted amendments to ~~greenhouse gas~~Annex VI on the reporting of mandatory values related to the implementation of the IMO short-term GHG reduction measure, including attained EEXI, CII and rating values to the IMO DCS, which will become effective May 1, 2024. MEPC 80 adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships with enhanced targets to mitigate harmful emissions. The revised IMO GHG Strategy comprises a common ambition to ensure an uptake of alternative zero and near-zero GHG fuels by 2030 and to achieve net-zero emissions from ~~vessels,~~international shipping by 2050. MEPC 81 will take place in spring 2024 in which the ~~EPA is considering petitions from~~IMO will decide on the ~~California Attorney General~~market-based mechanism to reach the emission reduction targets– either through a global emissions trading scheme for shipping or a global carbon levy.

We may incur costs to comply with these revised standards. Additional or new conventions, laws and ~~various environmental groups to regulate greenhouse gas emissions from ocean-going vessels. Other federal and state~~ regulations relating to the control of greenhouse gas emissions may follow, including climate change initiatives that have recently been considered in the U.S. Congress. Furthermore, in the United States individual states can also enact environmental regulations. For example, California has introduced caps for greenhouse gas emission and, in the end of 2016, signaled it might take additional actions regarding climate change. As a result of these designations or similar future designations, we may be ~~required to incur additional operating or other costs.~~adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.

Safety Management System Requirements

The ~~IMO also adopted~~SOLAS Convention was amended to address the ~~International Convention for the Safety~~safe manning of ~~Life at Sea, or SOLAS,~~vessels and the International Convention on Load Lines, or LL, which impose a variety of standards that regulate the design and operational features of ships. The IMO periodically revises the SOLAS and LL standards. May 2012 SOLAS amendments entered into force as of January 1, 2014. Additionally, May 2013 SOLAS amendments, pertaining to emergency drills, entered into force in January 2015. Several SOLAS regulations also came into effect in 2016, including regulations regarding adequate vessel integrity maintenance, structural requirements, and construction.training drills. The Convention onof Limitation of Liability for Maritime Claims ~~LLMC, was recently amended and the amendments went into effect on June 8, 2015. The amendments alter the limits~~(the “LLMC”) sets limitations of liability for a loss of life or personal injury claim ~~and~~or a property claim against ship owners. We believe that our vessels are in substantial compliance with SOLAS and LLMC standards.

~~Our operations are also subject to environmental standards and requirements contained in~~

Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention ~~or ISM Code, promulgated by the IMO under Chapter IX of SOLAS.~~(the “ISM Code”), our operations are also subject to environmental standards and requirements. The ISM Code requires the ~~owner of a vessel, or any person who has taken responsibility for operation~~party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. We rely upon the safety management system that ~~has been~~we and our technical management team have developed ~~for our vessels~~ for compliance with the ISM Code. The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.

The ISM Code requires that vessel operators ~~also~~ obtain a ~~safety management certificate~~Safety Management Certificate (or SMC) for each vessel they operate. This certificate evidences compliance by a ~~vessel's~~vessel’s management with ~~code~~the ISM Code requirements for a safety management system. No vessel can obtain a safety management certificate unless its manager has been awarded a ~~document of compliance,~~Document Of Compliance (or DOC), issued by each flag state (or Recognized Organization (“RO”) on behalf of the flag administration), under the ISM Code. ~~Our manager has~~We have obtained ~~documents of compliance~~applicable DOC for ~~its office~~our offices and safety management certificates for all of our ~~vessels for which the certificates are required by the ISM Code. These documents of compliance and safety management certificates~~vessels. The DOCs & SMCs are renewed as required.

~~Noncompliance~~

Amendments to SOLAS chapter II-2, intended to prevent the supply of oil fuel not complying with SOLAS flashpoint requirements, requiring that ships carrying oil fuel must, prior to bunkering, be provided with a declaration certifying that the oil fuel supplied is in conformity with SOLAS regulation II-2/4.2.1, will enter into effect January 1, 2026.

Regulation II-1/3-10 of the SOLAS Convention governs ship construction and stipulates that ships over 150 meters in length must have adequate strength, integrity, and stability to minimize risk of loss or pollution. Goal-based standards amendments in SOLAS regulation II-1/3-10 entered into force in 2012, and from July 1, 2016 with respect to new oil tankers and bulk carriers. Regulation II-1/3-10 requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers, or GBS Standards. Effective July 1, 2024, amendments to the International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, 2011 will become effective, addressing inconsistencies on examination of ballast tanks at annual surveys for bulk carriers and oil tankers.

Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the ~~ISM~~International Maritime Dangerous Goods Code (“IMDG Code”). Effective January 1, 2018, the IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing and ~~other~~classification requirements for dangerous goods and (3) new mandatory training requirements. Amendments which took effect on January 1, 2020, also reflect the latest material from the UN Recommendations on the Transport of Dangerous Goods, including (1) new provisions regarding IMO type 9 tank, (2) new abbreviations for segregation groups; and (3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas. Amendments to the IMDG Code relating to segregation requirements for certain substances, and classification and transport of carbon came into effect in June 2022. Updates to the IMDG Code, in line with the updates to the United Nations Recommendations on the Transport of Dangerous Goods, which set the recommendations for all transport modes, became effective January 1, 2024.

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The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”). As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate. Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.

Actions by the IMO’s Maritime Safety Committee and United States agencies indicate that cybersecurity regulations ~~may subject~~for the ~~shipowner or bareboat charterer~~maritime industry are likely to ~~increased liability, may lead to decreases in, or invalidation of, available insurance coverage for affected vessels and may result~~be further developed in the ~~denial~~near future in an attempt to combat cybersecurity threats. For example, effective January 2021, cyber-risk management systems must be incorporated by ship-owners and managers. This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The impact of ~~access~~such regulations is hard to ~~or detention in, some ports.~~predict at this time.

Pollution Control and Liability Requirements

The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the ~~signatory nations~~signatories to such conventions. For example, ~~many countries have ratified~~the IMO adopted an International Convention for the Control and ~~follow~~Management of Ships’ Ballast Water and Sediments (the “BWM Convention”) in 2004. The BWM Convention entered into force globally on September 8, 2017. The BWM Convention requires ships to manage their ballast water to remove, render harmless or avoid the ~~liability plan adopted~~uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments. The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast water management certificate.

Specifically, ships over 400 gross tons generally must comply with a “D-1 standard,” requiring the exchange of ballast water only in open seas and away from coastal waters. The “D-2 standard” specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary depending on the IOPP renewal dates. For most ships, compliance with the D-2 standard involves installing on-board systems to treat ballast water and eliminate unwanted organisms. Ballast water management systems, which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical characteristics of the ballast water, must be approved in accordance with IMO Guidelines (Regulation D-3). Pursuant to the BWM Convention amendments that entered into force in October 2019, BWMS installed on or after October 28, 2020 shall be approved in accordance with BWMS Code, while BWMS installed before October 23, 2020 must be approved taking into account guidelines developed by the IMO or the BWMS Code. As of October 13, 2019, MEPC 72’s amendments to the BWM Convention took effect requiring all ships to meet the D-2 standard by September 8, 2024. Costs of compliance with these regulations may be substantial. The cost of compliance could increase for ocean carriers and ~~set out~~may have a material effect on our operations. However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges. The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements. Amendments to the BWM Convention concerning commissioning testing of BWMS and the form of the International Ballast Water Management Certificate became effective in June 2022. All the vessels of our fleet have Ballast Water Treatment Systems that ensure compliance with the new environmental regulations.

The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different ~~Protocol~~Protocols in 1976, 1984, and 1992, and amended in 2000, or the CLC. Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a ~~vessel's~~vessel’s registered owner ismay be strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions. The 1992 Protocol changed certain limits on liability expressed using the International Monetary Fund currency unit, ofthe Special Drawing Rights. The limits on liability have since been amended so that the compensation limits on liability were raised. The right to limit liability is forfeited under the CLC where the spill is caused by the ~~shipowner's personal~~shipowner’s actual fault and under the 1992 Protocol where the spill is caused by the ~~shipowner's personal act or omission by~~shipowner’s intentional or reckless act or omission where the shipowner knew pollution damage would probably result. The CLC requires ships over 2,000 tons covered by it to maintain insurance covering the liability of the owner in a sum equivalent to an ~~owner's~~owner’s liability for a single incident. ~~Our~~We have protection and indemnity insurance for environmental incidents. P&I Clubs in the International Group issue the required Bunkers Convention “Blue Cards” to enable signatory states to issue certificates. We will ~~cover~~ensure that our vessels are in possession of a CLC State issued certificate attesting that the ~~liability under the plan adopted~~required insurance coverage is in force as required by ~~the IMO.~~law.

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The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage ~~or the Bunker Convention,~~(the “Bunker Convention”) to impose strict liability on ~~shipowners~~ship owners (including the registered owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the ~~Convention on Limitation of Liability for Maritime Claims of 1976, as amended)~~LLMC). With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ~~ship's~~ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.

Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident. In jurisdictions, such as the United States where the Bunker Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or on a strict-liability basis.

Anti‑Fouling Requirements

In ~~addition,~~2001, the IMO adopted anthe International Convention ~~for~~on the Control ~~and Management~~ of ~~Ships' Ballast Water and Sediments,~~Harmful Anti‑fouling Systems on Ships, or the ~~BWM~~“Anti‑fouling Convention, in February 2004. The BWM Convention's implementing regulations call for a phased introduction of mandatory ballast water exchange requirements to be replaced in time with mandatory concentration limits. All ships will also have to carry a ballast water record book and an International Ballast Water Management Certificate. The BWM Convention” which entered into force onin September ~~9, 2017. The BWM Convention requires ships to manage their ballast water to remove, render harmless, or avoid~~2008, and prohibits the ~~uptake or discharge~~use of new or invasive aquatic organisms and pathogens within ballast water and sediments. The cost of compliance could increase for ocean carriers and the costs of ballast water treatments may be material. However, many countries already regulate the discharge of ballast water carried by vessels from country to countryorganotin compound coatings to prevent the ~~introduction~~attachment of ~~invasive~~mollusks and ~~harmful species via such discharges. The United States, for example, requires vessels entering its waters from another country~~other sea life to ~~conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements. Although we do not believe that~~ the ~~costs~~hulls of ~~such compliance would be material, it is difficult to predict the overall impact~~vessels. Vessels of ~~such a requirement on our operations.~~

Many of the implementation dates originally written into the BWM Convention have already passed, so now that the BWM Convention has entered into force, the period for installation of mandatory ballast water exchange requirements would be extremely short, with several thousand ships a year needing to install ballast water management systems, or BWMS. For this reason, on December 4, 2013, the IMO Assembly passed a resolution revising the application dates of the BWM Convention so that they are triggered by the entry into force date and not the dates originally in the BWM Convention. This in effect makes all vessels constructed before the entry into force date 'existing' vessels, and allows for the installation of a BWMS on such vessels at the first renewal survey following entry into force. At MEPC 70, MEPC updated "guidelines for approval of ballast water managements systems (G8)." At MEPC 71, the schedule regarding the BWM Convention's implementation dates was also discussed and amendments were introduced to extend the date existing vessels are subject to certain ballast water standards. Ships over 400 gross tons ~~generally must comply~~engaged in international voyages will also be required to undergo an initial survey before the vessel is put into service or before an International Anti‑fouling System Certificate is issued for the first time; and subsequent surveys when the anti‑fouling systems are altered or replaced. We have obtained Anti‑fouling System Certificates for all of our vessels that are subject to the Anti‑fouling Convention. MEPC 76 adopted amendments to the Anti-fouling Convention to include controls on the biocide cybutryne; ships shall not apply or re-apply anti-fouling systems containing that substance from January 1, 2023. The amendments require ships to remove, or apply a coating to anti-fouling systems with this substance, at the next scheduled renewal of the anti-fouling system after January 1, 2023.

Compliance Enforcement

Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. The USCG and European Union authorities as well as other regional and national authorities in a ~~"D-1 standard," requiring the exchange~~number of ~~ballast water only~~countries (“ISM Code Compliant Countries”) have indicated that vessels not in open seas and away from coastal waters. The "D-2 standard" specifies the maximum amount of viable organisms allowed to be discharged. Existing vessels must comply the D2 standard between September 8, 2019, and September 8, 2024. For most ships, compliance with the ~~D2 standard~~ISM Code by applicable deadlines will ~~involve installing on-board systems to treat ballast water~~be prohibited from trading in U.S., European Union and ~~eliminate unwanted organisms. Costs~~ISM Code Compliant Countries ports, respectively. As of ~~compliance may~~the date of this report, each of our vessels is ISM Code certified. However, there can be ~~substantial.~~

no assurance that such certificates will be maintained in the future. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.

~~U.S.~~

United States Regulations

The U.S. Oil Pollution Act of 1990 ~~or OPA,~~and the Comprehensive Environmental Response, Compensation and Liability Act

The U.S. Oil Pollution Act of 1990 (“OPA”) established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all ~~"owners~~“owners and ~~operators"~~operators” whose vessels trade inor operate within the ~~United States,~~U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S.’s territorial sea and its ~~200 nautical~~200-nautical mile exclusive economic ~~zone.~~zone around the U.S. The ~~United States~~U.S. has also enacted the Comprehensive Environmental Response, Compensation and Liability Act ~~or CERCLA,~~(“CERCLA”), which applies to the discharge of hazardous substances other than oil, except in limited circumstances, whether on land or at sea. OPA and CERCLA both define ~~"owner~~“owner and ~~operator"~~operator” in the case of a vessel as any person owning, operating or chartering by demise, the vessel. ~~Accordingly, both~~Both OPA and CERCLA impact our operations.

Under OPA, vessel owners and operators are ~~"responsible parties"~~“responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their ~~vessels.~~vessels, including bunkers (fuel). OPA defines these other damages broadly to include:

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·(i)

injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;

·(ii)

injury to, or economic losses resulting from, the destruction of real and personal property;

·(iii)

net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;

·(iv)

loss of subsistence use of natural resources that are injured, destroyed or lost;

·(v)

lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and

·(vi)

net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural ~~resources~~resources.

OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. ~~Effective~~On December ~~21, 2015, the U.S. Coast Guard, or~~23, 2022, the USCG adjusted the limits of OPA liability for a tank vessel, other than a single-hull tank vessel, over 3,000 gross tons liability to the greater of ~~$2,200~~$2,500 per gross ton or ~~$18,796,800~~$21,521,000 for ~~any double-hull tanker that is~~a single-hull tank vessel, over 3,000 gross tons to the greater of $4,000 per gross ton or $29,591,300; and for a non-tank vessel, over to the greater of $1,300 er gross ton or $1,076,000 (subject to periodic adjustment for inflation)~~, and our fleet is entirely composed of vessels of this size class.~~ (subject to periodic adjustment for inflation). These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible ~~party's~~party’s gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law where the ~~responsibility~~responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.

CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as ~~damage~~damages for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing the same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5$5.0 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.

OPA and ~~CERLA~~CERCLA each preserve the right to recover damages under existing law, including maritime tort law.

OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We comply and plan to comply going forward with the USCG’s financial responsibility regulations by providing applicable certificates of financial responsibility.

The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher liability caps under OPA, new regulations regarding offshore oil and gas drilling and a pilot inspection program for offshore facilities. However, several of these initiatives and regulations have been or may be revised. For example, the U.S. Bureau of Safety and Environmental Enforcement’s (“BSEE”) revised Production Safety Systems Rule (“PSSR”), effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR. Additionally, in August 2023, the BSEE released a final Well Control Rule, which strengthens testing and performance requirements, and may affect offshore drilling operations. Compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our vessels could negatively impact the cost of our operations and adversely affect our business.

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OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under ~~OPA. Furthermore, many~~OPA and some states have enacted legislation providing for unlimited liability for oil spills. Many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law. Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their ~~waters. Yet,~~waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining ~~tanker owners'~~vessel owners’ responsibilities under these laws. The Company intends to comply with all applicable state regulations in the ports where ~~the Company's~~our vessels call.

~~The 2010~~ ~~Deepwater Horizon~~ oil spill in the Gulf of Mexico may also result in additional regulatory initiatives or statutes, including the raising of liability caps under OPA. For example, on February 24, 2014, the U.S. Bureau of Ocean Energy Management, BOEM, proposed a rule increasing the limits of liability of damages for off-shore facilities under OPA based on inflation. This rule became effective in January 2015. Compliance with any new requirements of OPA may substantially impact our cost of operations or require us to incur additional expenses to comply with any new regulatory initiatives or statutes. In April 2015, it was announced that new regulations are expected to be imposed in the U.S. regarding offshore oil and gas drilling and the U.S. Bureau of Safety and Environmental Enforcement, BSEE, announced a new Well Control Rule in April 2016. However, pursuant to orders by the U.S. President in early 2017, the BSEE recently announced in August 2017 that this rule would be revised. Compliance with any new requirements of OPA may substantially impact our cost of operations or require us to incur additional expenses to comply with any new regulatory initiatives or statutes.

~~Through our P&I Club membership, we~~We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, itthat could have ~~a material~~an adverse effect on our business ~~financial condition,~~and results of operation.

Other United States Environmental Initiatives

The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) (“CAA”) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. The CAA requires states to adopt State Implementation Plans, or “SIPs,” some of which regulate emissions resulting from vessel loading and unloading operations ~~and cash flows.~~which may affect our vessels.

The U.S. Clean Water Act ~~or CWA,~~(“CWA”) prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a ~~duly-issued~~duly issued permit or exemption and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA.

~~The United States Environmental Protection Agency, or~~ In 2015, the EPA ~~regulates~~expanded the ~~discharge~~definition of ~~ballast and bilge water and other substances in~~“waters of the United ~~States waters~~States” (“WOTUS”), thereby expanding federal authority under the CWA. ~~The EPA regulations require vessels 79 feet in length or longer (other than commercial fishing vessels and recreational vessels) comply with~~ a permit that regulates ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters the Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels, or the VGP. For a new vessel delivered to an owner or operator after September 19, 2009 to be covered by the VGP, the owner must submit a Notice of Intent, or the NOI, at least 30 days before the vessel operates in United States waters. In March 2013, the EPA re-issued the VGP for another five years, and the new VGP took effect in December 2013. The 2013 VGP focuses on authorizing discharges incidental to operations of commercial vessels and the 2013 VGP contains ballast water discharge limits for most vessels to reduce the risk of invasive species in US waters, more stringent requirements for exhaust gas scrubbers and the use of environmentally acceptable lubricants. ~~We have submitted NOIs for our vessels where required and do not believe that the costs associated with obtaining and complying with the VGP will have a material impact on our operations.~~

The USCG regulations adopted under the U.S. National Invasive Species Act, or NISA, also impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering or operating in U.S. waters, which require the installation of equipment to treat ballast water before it is discharged in U.S. waters or, in the alternative, the implementation of other port facility disposal arrangements or procedures. Vessels not complying with these regulations are restricted from entering U.S. waters. The USCG must approve any technology before it is placed on a vessel, but has not yet approved the technology necessary for vessels to meet these standards.

Notwithstanding the foregoing, as of January 1, 2014, vessels are technically subject to the phasing-in of these standards. However, it was not until December 2016 the USCG first approved said technology. The USCG previously waivers to vessels which cannot install the as-yet unapproved technology and vessels now requiring a waiver will need to show why they cannot install the approved technology. The EPA, on the other hand, has taken a different approach to enforcing ballast discharge standards under the VGP. On December 27, 2013, the EPA issued an enforcement response policy in connection with the new VGP in which the EPA indicated that it would take into account the reasons why vessels do not have the requisite technology installed, but will not grant any waivers.

Two court decisions should also be noted. First, in October 2015, the Second Circuit Court of Appeals issued a ruling that directed the EPA to redraft the sections of the 2013 VGP that address ballast water. However, the Second Circuit stated that 2013 VGP will remains in effect until the EPA issues a new VGP. In the fall of 2016, sources reported that the EPA indicated it was working on a new VGP. It presently remains unclear how the ballast water requirements set forth by the EPA, the USCG, and IMO BWM Convention, some of which are in effect and some which are pending, will co-exist. Second, on October 9, 2015, the U.S. Court of Appeals for the Sixth Circuit stayed the Waters of the United States rule (WOTUS), which aimed to expand the regulatory definition of "waters of the United States," pending further action of the court. In response to this decision, regulations have continued to be implemented as they were prior to the stay on a case-by-case basis. On February 28, 2017, the U.S. President issued an Executive Order directing30, 2022, the EPA and U.S. Army Corps of Engineers ~~to review~~announced the final revised WOTUS ~~and publish a proposed~~ rule, ~~rescinding or revising~~which was published on January 18, 2023. In August 2023, the ~~rule. The~~ EPA and Department of the Army ~~Corps~~issued a final rule to amend the revised WOTUS definition to conform the definition of ~~Engineers are currently in the process of rulemaking pursuant~~WOTUS to the ~~President's order.~~U.S. Supreme Court’s interpretation of the Clean Water Act in its decision dated May 25, 2023. The ~~effects of any future actions in these cases upon our operations are unknown.~~final rule became effective September 8, 2023 and operates to limit the Clean Water Act.

~~Compliance with the~~

The EPA and the USCG ~~regulations could require~~have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels from entering U.S. Waters. The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018 and requires that the USCG develop implementation, compliance and enforcement regulations regarding ballast water. On October 26, 2020, the EPA published a Notice of Proposed rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA, and in November 2020, held virtual public meetings. On October 18, 2023, the EPA published a Supplemental Notice to the Vessel Incidental Discharge National Standards of Performance, which shares new ballast water information that the EPA received from the USCG. Comments to the Supplemental Notice were due by December 18, 2023. Under VIDA, all provisions of the VGP 2018 and the USCG ballast water regulations remain in force and effect as currently written until the EPA publishes standard. Currently Coast Guard ballast water management regulations adopted under the U.S. National Invasive Species Act, or NISA, require mid-ocean ballast exchange programs and installation of approved USCG technology for all vessels equipped with ballast water tanks bound for U.S. ports or entering U.S. waters. Until new USCG regulations are final and enforceable, non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. We have submitted NOIs for all our vessels where required. Compliance with the EPA, U.S. Coast Guard and state regulations could require the installation of ballast water treatment equipment on our vessels or the implementation of other port facility disposal procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters. ~~In addition, certain states have enacted more stringent discharge standards as conditions~~Our vessels are equipped with ballast water treatment systems, which are subject to ~~their required certification of the VGP.~~

~~We believe we are~~functionality monitoring and treated ballast water sampling and analysis, in compliance with the requirements stipulated in EPA ~~and the USCG regulations that require vessels to treat ballast water before it is discharged, since all our vessels have, and our new buildings will have, ballast water treatment systems.~~VGP 2013.

The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990), or the CAA, requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our vessels will be subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas. Should our vessels operate in such port areas with restricted cargoes they will be equipped with vapor recovery systems that satisfy these requirements. The CAA also requires states to draft State Implementation Plans, or SIPs, designed to attain national health-based air quality standards in each state. Although state-specific, SIPs may include regulations concerning emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment.

Furthermore, recent action by the IMO's Maritime Safety Committee and United States agencies indicate that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. For example, cyber-risk management systems must be incorporated by ship-owners and managers by 2021. This might cause companies to cultivate additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. However, the impact of such regulations is hard to predict at this time.

It should be noted that the U.S. is currently experiencing changes in its environmental policy, the results of which have yet to be fully determined. For example, in April 2017, the U.S. President signed an executive order regarding environmental regulations, specifically targeting the U.S. offshore energy strategy, which may affect parts of the maritime industry and our operations

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European Union Regulations

In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. ~~Member States were required~~The directive applies to ~~enact laws~~all types of vessels, irrespective of their flag, but certain exceptions apply to warships or ~~regulations to comply with~~where human safety or that of the ~~directive by the end of 2010.~~ship is in danger. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims. Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 (amended by Regulation (EU) 2016/2071 with respect to methods of calculating, inter alia, emission and consumption) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses relating to increased monitoring and verification services. As of January 2019, large ships calling at EU ports have been required to collect and publish data on carbon dioxide emissions and other information. The system entered into force on 1 March 2018. July 2020 saw the European Parliament’s Committee on Environment, Public Health and Food Safety vote in favor of the inclusion of vessels of 5,000 gross tons and above in the EU Emissions Trading System (in addition to voting for a revision to the monitoring, reporting and verification of CO2 emissions). In September 2020, the European Parliament adopted the proposal from the European Commission to amend the regulation on monitoring carbon dioxide emissions from maritime transport.

Similarly to the EU, the UK adopted its own UK MRV (Monitoring, Reporting and Verification) scheme applicable to all vessels over 5,000 gross tonnage on voyages between UK and non-European Economic Area (EEA) ports and vice versa, between UK ports, and at berth in a UK port.

On July 14, 2021, the European Commission published a package of draft proposals as part of its ‘Fit for 55’ environmental legislative agenda and as part of the wider EU Green Deal growth strategy. There are two key initiatives relevant to maritime arising from the proposals: (a) a bespoke emissions trading scheme for maritime (Maritime ETS) which commenced in 2024 and applies to all ships above a gross tonnage of 5,000; and (b) a FuelEU draft regulation which seeks to require all ships above a gross tonnage of 5,000 to carry on board a ‘FuelEU certificate of compliance’ from 30 June 2025 as evidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply (OPS) at berth. More specifically, Maritime ETS is to apply gradually over the period from 2024-2026. “Shipping companies” (defined to include the ship owner or the entity that contractually assumes responsibility for compliance with ETS) will have to surrender allowances for 40% of their emissions in 2025 for the year 2024; 70% in 2026 for the year 2025; and 100% in 2027 for the year 2026. It is intended that the polluter pays principle is applied by way of the ETS costs clause. The EU has ~~implemented regulations requiring vessels~~mandated its member states to ~~use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/EC/33 (amending Directive 1999/32/EC) introduced requirements parallel~~introduce national laws which enable the ship owners to ~~those in Annex VI relating~~pass on the costs of ETS allowances to the ~~sulfur content~~actual commercial users/operators of ~~marine fuels. In addition,~~ the ships. Also, the cap under the ETS would be set by taking into account EU ~~imposed a 0.1% maximum sulfur requirement~~MRV system emissions data for ~~fuel used by~~the years 2018 and 2019, adjusted, from year 2021 and is to capture 100% of the emissions from intra-EU maritime voyages; 100% of emissions from ships at berth in EU ports; and 50% of emissions from voyages which start or end at EU ports ~~lasting until 2020.~~(but the other destination is outside the EU). More recent proposed amendments signal that 100% of non-EU emissions may be caught if the IMO does not introduce a global market-based measure by 2028. Furthermore, the MRV system is also being revised such that the scope of ships to be monitored will now extend to those that are 400GT and more. The reason for this is because the ETS will apply to ships that are between 400GT and 5,000GT from circa 2027. Maritime allowances will be auctioned and there will be no free allocation. The ETS final form was agreed in December 2022. From a risk management perspective, new systems, including data management systems, personnel, cost recovery mechanisms, revised service agreement terms, and emissions reporting procedures will have to be put in place, at significant cost, to prepare for and manage the administrative aspects of ETS compliance. The FuelEU regulation was passed into law on July 25, 2023 and will apply from January 1, 2025.

Responsible recycling and scrapping of ships is becoming an increasingly important issue for shipowners and charterers alike as the industry strives to replace old ships with cleaner, more energy efficient models. The recognition of the need to impose recycling obligations on the shipping industry is not new. In 2009, the IMO oversaw the creation of the Hong Kong Ship Recycling Convention (the “Hong Kong Convention”), which sets standards for ship recycling. Concerned at the lack of progress in satisfying the conditions needed to bring the Hong Kong Convention into force, the EU published its own Ship Recycling Regulation 1257/2013 (SRR) in 2013, with a view to facilitating early ratification of the Hong Kong Convention both within the EU and in other countries outside the EU. SRR requires that, from 31 December 2020, all existing ships sailing under the flag of EU member states and non-EU flagged ships calling at an EU port or anchorage must carry on-board an Inventory of Hazardous Materials (IHM) with a certificate or statement of compliance, as appropriate. For EU-flagged vessels, a certificate (either an Inventory Certificate or Ready for Recycling Certificate) will be necessary, while non-EU flagged vessels will need a Statement of Compliance. Now that the Hong Kong Convention has been ratified and will enter into force on June 26, 2025, it is expected the EU Ship Recycling Regulation will be reviewed in light of this.

The EUEuropean Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age and flag as well as the number of times the ship has been detained. The EUEuropean Union also adopted and ~~then~~ extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the EUEuropean Union with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply. Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. Since January 1, 2015, vessels have been required to burn fuel with sulfur content not exceeding 0.1% while within EU member states’ territorial seas, exclusive economic zones and pollution control zones that are included in “SOx Emission Control Areas.” EU Directive (EU) 2016/802 establishes limits on the maximum sulfur content of gas oils and heavy fuel oil and contains fuel-specific requirements for ships calling at EU ports.

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EU Directive 2004/35/CE (as amended) regarding the prevention and remedying of environmental damage addresses liability for environmental damage (including damage to water, land, protected species and habitats) on the basis of the “polluter pays” principle. Operators whose activities caused the environmental damage are liable for the damage (subject to certain exceptions). With regard to specified activities causing environmental damage, operators are strictly liable. The directive applies where damage has already occurred and where there is an imminent threat of damage. The directive requires preventative and remedial actions, and that operators report environmental damage or an imminent threat of such damage.

In 2021, the EU adopted a European Climate Law (Regulation (EU) 2021/1119), establishing the aim of reaching net zero greenhouse gas emissions in the EU by 2050, with an intermediate target of reducing greenhouse gas emissions by at least 55% by 2030, compared to 1990 levels. In July 2021, the European Commission launched the Fit for 55 (described above) to support the climate policy agenda.

International Labor Organization

The International Labor Organization (the “ILO”) is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006 (“MLC 2006”). A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance is required to ensure compliance with the MLC 2006 for all ships above 500 gross tonnage or over and are either engaged in international trade. We believe that all our vessels are in substantial compliance with and are certified to meet MLC 2006 and its amendments.

Greenhouse Gas Regulation

Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change (this task hanging been delegated to the IMO), which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020. International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, ~~2016. The Paris Agreement~~2016 and does not directly ~~limited~~limit greenhouse gas emissions ~~for~~from ships. ~~On June 1, 2017, the U.S. President announced that it is withdrawing from~~The United States rejoined the Paris ~~Agreement. The timing and effect of such action has yet to be determined.~~Agreement in February 2021.

At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from ships was approved. In accordance with this roadmap, ~~initial IMO strategy for reduction of greenhouse gas emissions needs to be developed by~~in April 2018, nations at the MEPC 72 ~~which will be held in April 2018. The IMO may implement market-based mechanisms~~adopted an initial strategy to reduce greenhouse gas emissions from ships. In July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which identifies a number of levels of ambition, including (1) decreasing the carbon intensity from ships ~~at the upcoming MEPC session.~~

Asthrough implementation of ~~January 1, 2013, all new ships must comply with two new sets~~further phases of mandatory requirements adopted by the IMO's Marine Environmental Protection Committee, or the MEPC, in July 2011 relating to greenhouse gas emissions. Under these measures, by 2025, all new ships built will be 25% more energy efficient than those built in 2014. Currently operating ships are now required to develop Ship Energy Efficiency Management Plans, and minimum energy efficiency ~~levels~~for new ships; (2) reducing carbon dioxide emissions per ~~capacity mile will apply to new ships.~~transport work, as an average across international shipping, by at least 40% by 2030; and (3) pursuing net-zero GHG emissions by or around 2050. These ~~requirements~~regulations could cause us to incur additional substantial expenses.

As noted above, the 70th MEPC meeting in October 2016 adopted a mandatory data collection system (DCS) which requires ships above 5,000 gross tons to report consumption data for fuel oil, hours under way and distance travelled. Unlike the EU MRV (see below), the IMO DCS covers any maritime activity carried out by ships, including dredging, pipeline laying, ice-breaking, fish-catching and off-shore installations. The SEEMPs of all ships covered by the IMO DCS must include a description of the methodology for data collection and reporting. After each calendar year, the aggregated data are reported to the flag state. If the data have been reported in accordance with the requirements, the flag state issues a statement of compliance ~~costs.~~to the ship. Flag states subsequently transfer this data to an IMO ship fuel oil consumption database, which is part of the Global Integrated Shipping Information System (GISIS) platform. IMO will then produce annual reports, summarizing the data collected. Thus, currently, data related to the GHG emissions of ships above 5,000 gross tons calling at ports in the European Economic Area (EEA) must be reported in two separate, but largely overlapping, systems: the EU MRV – which applies since 2018 – and the IMO DCS – which applies since 2019. The ~~IMO~~proposed revision of Regulation (EU) 2015/757 adopted on 4 February 2019 aims to align and facilitate the simultaneous implementation of the two systems however it is ~~also planning~~still not clear when the proposal will be adopted.

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IMO’s MEPC 76 adopted amendments to ~~implement market-based mechanisms~~Annex VI that will require ships to reduce their greenhouse gas emissions. The Revised MARPOL Annex VI entered into force on November 1. 2022. The revised Annex VI includes carbon intensity measures (requirements for ships to calculate their Energy Efficiency Existing Ship Index (EEXI) following technical means to improve their energy efficiency and to establish their annual operational carbon intensity indicator and rating. MEPC 76 also adopted guidelines to support implementation of the amendments.

In 2021, the EU adopted a European Climate Law (Regulation (EU) 2021/1119), establishing the aim of reaching net zero greenhouse gas emissions ~~from ships~~in the EU by 2050, with an intermediate target of reducing greenhouse gas emissions by at ~~an upcoming MEPC session.~~ least 55% by 2030, compared to 1990 levels. In ~~April 2015, a regulation was adopted requiring that large ships (over 5,000 gross tons) calling at~~July 2021, the European ~~Union ports from January 2018 collect and publish data on carbon dioxide emissions and other information.~~Commission launched the Fit for 55 (described above) to support the climate policy agenda.

In the United States, the EPA ~~has~~ issued a finding that greenhouse gases endanger the public health and safety, ~~and has~~ adopted regulations to limit greenhouse gas emissions from certain mobile sources, and ~~has~~ proposed regulations to limit greenhouse ~~gases~~gas emissions from large stationary sources. ~~However, in April 2017, the~~The EPA or individual U.S. President signed an executive order to review and possibly eliminate the EPA's plan to cut greenhouse gas emissions. The outcome of this order is not yet known. Although the mobile source emission regulations do not apply to greenhouse gas emissions from vessels, the EPA is considering petitions from the California Attorney General and various environmental groups to regulate greenhouse gas emissions from ocean-going vessels. Other federal and state regulations relating to the control of greenhouse gas emissions may follow, including the climate change initiatives that are being considered in the U.S. Congress. Moreover, in the U.S. individual states could enact environmental regulations that ~~would~~could negatively affect our operations. ~~For example, California has introduced caps for greenhouse gas emissions and, in~~On November 2, 2021, the ~~end of 2016, signaled it may take additional action regarding climate change. In addition,~~EPA issued a proposed rule under the ~~IMO is evaluating various mandatory measures~~CAA designed to reduce ~~greenhouse gas~~methane emissions from ~~international shipping, including market-based instruments.~~oil and gas sources. In November 2022, the EPA issued a supplemental proposal that would achieve more comprehensive emissions reductions and add proposed requirements for sources not previously covered. The EPA held a public hearing in January 2023 on the proposal. In December 2023, the EPA announced a final rule to reduce methane and other air pollutants from the oil and natural gas industry. The rule includes “Emissions Guidelines” for states to follow as they develop plans to limit methane emissions from existing sources.

Any passage of climate control legislation or other regulatory initiatives ~~adopted~~ by the IMO, ~~European Union,~~the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or ~~the~~ Paris Agreement, that ~~restrict~~restricts emissions of greenhouse gases ~~from marine vessels~~ could require us to make significant ~~financial~~ expenditures ~~including capital expenditures to upgrade our vessels,~~ which we cannot predict with certainty at this time. Even in the absence of climate control legislation, our business may be indirectly affected to the extent that climate change may result in sea level changes or certain weather events.

~~International Labour Organization~~

The International Labour Organization, or ILO, is a specialized agency of the UN with headquarters in Geneva, Switzerland. The ILO has adopted the Maritime Labor Convention 2006, or the MLC 2006. A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance will be required to ensure compliance with the MLC 2006 for all ships above 500 gross tons in international trade. The MLC 2006 entered into force on August 20, 2013. MLC 2006 requires us to develop new procedures to ensure full compliance with its requirements. The ~~MLC 2006 entered into force on August 20, 2013, with amendments adopted in 2014 and 2016. The MLC 2006 requires us to develop new procedures to ensure full compliance with its requirements.~~

Vessel Security Regulations

Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel ~~security. On November 25, 2002,~~security such as the U.S. Maritime Transportation Security Act of 2002 ~~or the MTSA, came into effect.~~(“MTSA”). To implement certain portions of the MTSA, ~~in July 2003,~~ the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United ~~States. The regulations also impose requirements on~~States and at certain ports and facilities, some of which are regulated by the EPA.

Similarly, ~~in December 2002, amendments to SOLAS created a new chapter~~Chapter XI-2 of the ~~convention dealing specifically with maritime security. The new Chapter XI-2 became effective in July 2004 and~~SOLAS Convention imposes ~~various~~ detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and Port Facilities Security Code or (“the ISPS ~~Code.~~Code”). The ISPS Code is designed to enhance the security of ports and ships against terrorism.

To trade internationally, a vessel must attain an International Ship Security Certificate ~~or ISSC,~~(“ISSC”) from a recognized security organization approved by the ~~vessel's~~vessel’s flag state. ~~Among the~~Ships operating without a valid certificate will be refused entry at port until they obtain an ISSC. The various requirements, some of which are found in the SOLAS ~~are:~~Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status; on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore and our Fleet Manager; the development of vessel security plans; ship identification number to be permanently marked on a vessel’s hull; a continuous synopsis record kept onboard showing a vessel’s history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and compliance with flag state security certification requirements.

on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status;

~~on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;~~

~~the development of vessel security plans;~~

~~ship identification number to be permanently marked on a vessel's hull;~~

a continuous synopsis record kept onboard showing a vessel's history, including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and

~~compliance with flag state security certification requirements.~~

~~Ships operating without a valid certificate, may be detained at port until it obtains an ISSC, or it may be expelled from port, or refused entry at port.~~

The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, ~~non-U.S. vessels~~ provided such vessels have on board a valid ISSC that attests to the ~~vessel's~~vessel’s compliance with the SOLAS Convention security requirements and the ISPS Code. Future security measures could have a significant negative financial impact on us. All the vessels in our fleet comply with the various security measures addressed by MTSA, the SOLAS Convention and the ISPS Code.

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The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of Somalia, including the Gulf of Aden, Arabian Sea area and the West Africa area including the Gulf of Guinea. Substantial loss of revenue and other costs may be incurred as a result of detention of a vessel or additional security measures, and the risk of uninsured losses could significantly and negatively affect our business. Costs may be incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy, notably those contained in the BMP5 industry standard.

European Mandatory Non-Financial Reporting Regulations

On November 28, 2022, the EU Parliament adopted the Corporate Sustainability Reporting Directive (“CSRD”). EU member states have 18 months from July 6, 2024 to integrate CSRD into national law. CSRD will create new, detailed sustainability reporting requirements and will significantly expand the number of EU and non-EU companies subject to the EU sustainability reporting framework. The required disclosures will go beyond environmental and climate change reporting to include social and governance matters (e.g., respect for employee and human rights, anti-corruption and bribery, corporate governance, and diversity and inclusion). In addition, it will require disclosure regarding the due diligence processes implemented by a company in relation to sustainability matters and the actual and potential adverse sustainability impacts of an in-scope company’s operations and value chain. CSRD will begin to apply on a phased basis starting from financial year 2024 through 2028, applicable to large EU and non-EU undertakings with substantial presence in the EU, subject to certain financial and employee thresholds being met. New systems, including data management systems, personnel, and reporting procedures will have to be put in place, at significant cost, to prepare for and manage the administrative aspects of CSRD compliance.

Inspection by Classification Societies

~~Every seagoing~~

The hull and machinery of every commercial vessel must be ~~"classed"~~classed by a classification ~~society.~~society authorized by its country of registry. The classification society certifies that ~~the~~a vessel is ~~"in class," signifying that the vessel has been built~~safe and ~~maintained~~seaworthy in accordance with the ~~rules of the classification society and complies with~~ applicable rules and regulations of the ~~vessel's~~ country of registry and the international conventions of which that country is a member. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned.

The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.

~~For maintenance of the class, regular and extraordinary surveys of hull, machinery, including the electrical plant, and any special equipment classed are required to be performed as follows:~~

~~Annual Surveys~~: For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant, and where applicable for special equipment classed, within three months before or after each anniversary date of the date of commencement of the class period indicated in the certificate.

~~Intermediate Surveys~~: Extended annual surveys are referred to as intermediate surveys and typically are conducted two and one-half years after commissioning and each class renewal. Intermediate surveys are to be carried out at or between the occasion of the second or third annual survey.

~~Class Renewal Surveys:~~ Class renewal surveys, also known as special surveys, are carried out for the ship's hull, machinery, including the electrical plant, and for any special equipment classed, at the intervals indicated by the character of classification for the hull. At the special survey, the vessel is thoroughly examined, including audio-gauging to determine the thickness of the steel structures. Should the thickness be found to be less than class requirements, the classification society would prescribe steel renewals. The classification society may grant a one-year grace period for completion of the special survey. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear. In lieu of the special survey every four or five years, depending on whether a grace period was granted, a vessel owner has the option of arranging with the classification society for the vessel's hull or machinery to be on a continuous survey cycle, in which every part of the vessel ~~would be surveyed within a five-year cycle.~~

At an owner's application, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class. This process is referred to as continuous class renewal.

All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.

~~Most vessels are also dry-docked every 30 to 36 months for inspection of the underwater parts~~ and ~~for repairs related to inspections. If any defects are found, the classification surveyor will issue a "recommendation" which must be rectified by the ship owner within prescribed time limits.~~

SOLAS. Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified ~~as "in class"~~“in class” by a classification society which is a member of the International Association of Classification Societies, the IACS. The IACS has adopted harmonized Common Structural Rules, or “the Rules,” which apply to oil tankers and bulk carriers constructed on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. All ~~new~~of our vessels are certified as being “in class” by all the applicable Classification Societies (e.g., DNV GL, American Bureau of Shipping, Lloyd’s Register of Shipping).

A vessel must undergo annual surveys, intermediate surveys, dry-dockings and ~~secondhand vessels that we purchase must~~special surveys. In lieu of a special survey, a vessel’s machinery may be ~~certified prior to their delivery~~on a continuous survey cycle, under ~~our standard contracts and memorandum of agreement. If~~which the machinery would be surveyed periodically over a five-year period. Every vessel is ~~not certified on~~also required to be drydocked every 30 to 36 months for inspection of the ~~date of closing, we have no obligation to take delivery~~underwater parts of the vessel. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.

~~Customers~~

Our customers include national, regional and international companies. We have historically derived a significant part of our revenue from a small number of charterers In 2017, 100% of our revenue was derived from three charterers, 56% from Stena Weco A/S, 28% from BP Shipping Limited and 16% from DS Norden A/S. In 2016, 100% of our revenue was derived from three charterers, 54% from Stena Weco A/S, 38% from BP Shipping Limited and 8% from DS Norden A/S. We strategically monitor developments in the tanker industry on a regular basis and, subject to market demand, seek to adjust the charter hire periods for our vessels according to prevailing market conditions.

C.	Organizational Structure

We are a Marshall Islands corporation with principal executive offices located at 1 Vasilisis Sofias and Megalou Alexandrou Str, 15124 Maroussi, Greece. ~~We own and charter-in our vessels through wholly-owned subsidiaries that are incorporated in the Marshall Islands or other jurisdictions generally acceptable to lenders in the shipping industry.~~ Our significant ~~wholly-owned~~wholly owned subsidiaries as of December 31, ~~2017~~2023 are listed in Exhibit 8.1 to this annual report on Form 20-F.

D.	Property, Plants and Equipment

For a list of the vessels of our fleet, please see ~~"Item~~“Item 4. Information on the Company—B. Business Overview—Our ~~Fleet"~~Fleet” above and for a description of our major encumbrances on our fleet please see ~~"Item~~“Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt ~~Facilities"~~Facilities”.

We do not own any real estate property.

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ITEM 4A.

UNRESOLVED STAFF COMMENTS

None.

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following presentation of ~~management's~~management’s discussion and analysis is intended to discuss our financial condition, changes in financial condition and results of operations, and should be read in conjunction with our historical consolidated financial statements and their notes included in this annual report.

For a discussion of our results for the year ended December 31, 2022 compared to the year ended December 31, 2021, please see “Item 5. Operating and Financial Review and Prospects – A. Operating Results – Results of Operations for the Fiscal Years Ended December 31, 2021 and 2022” contained in our annual report on Form 20-F for the year ended December 31, 2022, filed with the Securities and Exchange Commission on April 3, 2023.

This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth in ~~"Item~~“Item 3. Key Information—Risk ~~Factors"~~Factors” and elsewhere in this report.

A.	Operating Results

Factors Affecting our Results of Operations

We believe that the important measures for analyzing trends in the results of our operations consist of the following:

~~Calendar days~~. We define calendar days as the total number of days the vessels were in our possession for the relevant period. Calendar days are an indicator of the size of our fleet during the relevant period and affect both the amount of revenues and expenses that we record during that period.

~~Available days~~. We define available days as the number of calendar days less the aggregate number of days that our vessels are off-hire due to scheduled repairs, or scheduled guarantee inspections in the case of newbuildings, vessel upgrades or special or intermediate surveys and the aggregate amount of time that we spend positioning our vessels. Companies in the shipping industry generally use available days to measure the number of days in a period during which vessels should be capable of generating revenues.

Calendar days. We define calendar days as the total number of days the vessels were in our possession for the relevant period. Calendar days are an indicator of the size of our fleet during the relevant period and affect both the amount of revenues and expenses that we record during that period.

~~Operating days~~. We define operating days as the number of available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen technical circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period that our vessels actually generate revenues.

~~Fleet utilization~~. We calculate fleet utilization by dividing the number of operating days during a period by the number of available days during that period. The shipping industry uses fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or scheduled guarantee inspections in the case of newbuildings, vessel upgrades, special or intermediate surveys and vessel positioning.

Available days. We define available days as the number of calendar days less the aggregate number of days that our vessels are off-hire due to scheduled repairs, or scheduled guarantee inspections in the case of newbuildings, vessel upgrades or special or intermediate surveys and the aggregate amount of time that we spend positioning our vessels. Companies in the shipping industry generally use available days to measure the number of days in a period during which vessels should be capable of generating revenues. Our calculation of Available Days may not be comparable to that reported by other companies due to differences in methods of calculation.

~~Bareboat Charter Rates.~~ ~~Under a bareboat charter party, all operating costs, voyage costs and cargo-related costs are covered by the charterer, who takes both the operational and the shipping market risk.~~

~~TCE Revenues / TCE Rates~~. We define TCE revenues as revenues minus voyage expenses. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by a charterer under a time charter, as well as commissions. We believe that presenting revenues net of voyage expenses neutralizes the variability created by unique costs associated with particular voyages or the deployment of vessels on the spot market and facilitates comparisons between periods on a consistent basis. We calculate daily TCE rates by dividing TCE revenues by operating days for the relevant time period. TCE revenues include demurrage revenue, which represents fees charged to charterers associated with our spot market voyages when the charterer exceeds the agreed upon time required to load or discharge a cargo.

Operating days. We define operating days as the number of available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen technical circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period that our vessels actually generate revenues. Our calculation of Operating Days may not be comparable to that reported by other companies due to differences in methods of calculation.

Fleet utilization. We calculate fleet utilization by dividing the number of operating days during a period by the number of available days during that period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or scheduled guarantee inspections in the case of newbuildings, vessel upgrades, special or intermediate surveys and vessel positioning. We believe monitoring Fleet utilization assists management in making decisions regarding areas where we may be able to improve efficiency and increase revenue and as such provides useful information to investors regarding the efficiency of our operations.

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TCE Revenues / TCE Rates. We define TCE, or time charter equivalent, revenues as revenues minus voyage expenses. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by a charterer under a time charter, as well as commissions. We believe that presenting revenues net of voyage expenses neutralizes the variability created by unique costs associated with particular voyages or the deployment of vessels on the spot market and facilitates comparisons between periods on a consistent basis. We calculate daily TCE rates by dividing TCE revenues by operating days for the relevant time period. TCE revenues include demurrage revenue, which represents fees charged to charterers associated with our spot market voyages when the charterer exceeds the agreed upon time required to load or discharge a cargo. The company’s calculation of TCE may not be similar to other method of calculation of other companies.

In the shipping industry, economic decisions are based on ~~vessels'~~vessels’ deployment upon anticipated TCE rates, and industry analysts typically measure shipping freight rates in terms of TCE rates. This is because under time-charter and bareboat contracts the customer usually pays the voyage expenses, while under voyage charters the ship-owner usually pays the voyage expenses, which typically are added to the hire rate at an approximate cost. Consistent with industry practice, we use TCE rates because it provides a means of comparison between different types of vessel employment and, therefore, assists our decision-making process.

In evaluating our financial condition, we focus on the below measures to assess our historical operating performance and we use future estimates of the same measures to assess our future financial performance. In assessing the future performance of our fleet, the greatest uncertainty relates to future charter rates at the expiration of a ~~vessel's~~vessel’s present period employment, whether under a time charter or a bareboat charter. Decisions about future purchases and sales of vessels are based on the availability of excess internal funds, the availability of financing and the financial and operational evaluation of such actions and depend on the overall state of the shipping market and the availability of relevant purchase candidates.

The following table sets forth our selected other operating data for the periods indicated.

	2022			2023
FLEET DATA
Total number of vessels at end of period (including leased vessels)		8			8
Average number of vessels⁽¹⁾		8			8
Total calendar days for fleet		2,912			2,920
Total available days for fleet		2,901			2,920
Total operating days for fleet		2,893			2,920
Total time charter days for fleet		2,893			2,920
Total spot (voyage) days for fleet		-			-
Fleet utilization		99.72	%		100.00	%

		2022		2023
AVERAGE DAILY RESULTS
Time charter equivalent⁽²⁾	$	27,310	$	27,856
Vessel operating expenses⁽³⁾	$	6,397	$	6,345
General and administrative expenses⁽⁴⁾	$	555	$	2,293

(1)	Average number of vessels is the number of vessels that constituted our fleet (including chartered in vessels) for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in that period.

(2)

Time charter equivalent rate, or TCE rate, is a measure of the average daily revenue performance of a vessel. Our definition of TCE may not be the same as reported by other companies in the shipping industry or other industries. Our method of calculating TCE rate is determined by dividing TCE revenues by operating days for the relevant time period. TCE revenues are revenues minus voyage expenses. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract, but are payable by us in the case of a voyage charter, as well as commissions. TCE revenues and TCE rate, non-U.S. GAAP measures, are standard shipping industry performance measures that provide additional supplemental information in conjunction with shipping revenues, the most directly comparable U.S. GAAP measure. We use TCE rates and TCE revenues to compare period-to-period changes in our performance and it assists investors and our management in evaluating our financial performance. The following table reconciles our net revenues from vessel to TCE rate.

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(3)

Operating expenses include crew wages and related costs, insurance, repairs and maintenance, spares and consumable stores, tonnage taxes and value added tax, or VAT, and other miscellaneous expenses. Daily vessel operating expenses are calculated by dividing vessel operating expenses by fleet calendar days for the relevant time period. Our ability to control our fixed and variable expenses, including our daily vessel operating expenses, also affects our financial results.

(4)	Daily general and administrative expenses are calculated by dividing general and administrative expenses by fleet calendar days for the relevant time period.

U.S. dollars in thousands, except average daily time charter equivalent and total operating days	2022			2023
On a consolidated basis
Total Revenues		80,656			82,949
Less:
Voyage expenses		(1,648	)		(1,609	)
Time charter equivalent revenues		79,008			81,340
Total operating days		2,893			2,920

Average Daily Time Charter Equivalent (TCE)	$	27,310		$	27,856

EBITDA*
U.S. dollars in thousands		2022			2023
EBITDA		46,554			43,058

*Non-US GAAP Measures

This report describes Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), which is not a measure prepared in accordance with U.S. GAAP (i.e., a “Non-US GAAP” measure). We define EBITDA as earnings before interest, taxes, depreciation, and amortization.

EBITDA is a non-U.S. GAAP financial measure that is used as a supplemental financial measure by management and external users of financial statements, such as investors, to assess our financial and operating performance. We believe that this non-U.S. GAAP financial measure assists our management and investors by increasing the comparability of our performance from period to period. This is achieved by excluding the potentially disparate effects between periods or companies of interest, other financial items, depreciation and amortization and taxes, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect net income between periods. We believe that including EBITDA as a measure of operating performance benefits investors in (a) selecting between investing in us and other investment alternatives and (b) monitoring our ongoing financial and operational strength.

EBITDA is not a measure of financial performance under U.S. GAAP, does not represent and should not be considered as an alternative to net income, operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. EBITDA as presented below may not be comparable to similarly titled measures of other companies. See below for a reconciliation of EBITDA to Net Income, the most directly comparable U.S. GAAP measure.

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Reconciliation of Net Income to EBITDA

(Expressed in thousands of U.S. Dollars)	2022			2023
Net income		18,948			6,066

Add: Vessel depreciation		13,289			14,349
Add: Interest and finance costs		14,365			22,989
Less: Interest income		(48	)		(346	)
EBITDA		46,554			43,058

~~Voyage~~Time Charter Revenues

Our ~~voyage~~Time charter revenues are driven primarily by the number and size of vessels in our fleet, the number of operating days during which our vessels generate revenues and the amount of daily charterhire that our vessels earn under charters, which, in turn, are affected by a number of factors, including our decisions relating to vessel acquisitions and disposals, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry-dock undergoing repairs, maintenance and upgrade work, the duration of the charter, the age, condition and specifications of our vessels, levels of supply and demand in the global transportation market for oil and oil products and other factors affecting spot market charter rates such as vessel supply and demand imbalances.

Vessels operating on period charters, time charters or bareboat charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the short-term, or spot, charter market during periods characterized by favorable market conditions. Vessels operating in the spot charter market, either directly or through a pool arrangement, could generate revenues that are less predictable, but ~~may~~could enable us to capture increased profit margins during periods of improvements in charter rates, although we ~~are~~could be exposed to the risk of declining charter rates, which ~~may~~could have a materially adverse impact on our financial performance. If we employ vessels on period charters, future spot market rates may be higher or lower than the rates at which we have employed our vessels on period time charters.

Under a time charter, the charterer typically pays us a fixed daily charter hire rate and bears all voyage expenses, including the cost of bunkers (fuel oil) and port and canal charges. We remain responsible for paying the chartered ~~vessel's~~vessel’s operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses, and we also pay commissions to ~~CSM,~~CSI, one or more unaffiliated ship brokers and to in-house brokers associated with the charterer for the arrangement of the relevant charter.

Under a bareboat charter, the vessel is chartered for a stipulated period of time, which gives the charterer possession and control of the vessel, including the right to appoint the master and the crew. Under bareboat charters, all voyage and operating costs are paid by the charterer.

As of the date of this annual report, ~~we have~~all of our vessels are bareboat chartered-in under our SLB arrangements which are accounted for as financings with the exception of two ~~product/chemical~~suezmax crude oil tankers ~~own another five product/chemical tankers vessels and our 50% owned subsidiary owns another product/chemical tanker.~~which are accounted for as operating leases. We may in the future operate vessels in the spot market until the vessels have been chartered under appropriate medium to long-term charters.

Voyage Expenses

Voyage expenses primarily consist of port charges, including canal dues, bunkers (fuel costs) and commissions. All these expenses, except commissions, are paid by the charterer under a time charter or bareboat charter contract. The amount of voyage expenses are primarily driven by the routes that the vessels travel, the amount of ports called on, the canals crossed and the price of bunker fuels paid.

~~Charter Hire~~

Operating Lease Expenses

~~Charter hire~~

Operating lease expenses represent operating lease payments for vessels we have bareboat ~~charter-in.~~chartered-in via operating lease agreements.

~~On January 29, 2015 and March 31, 2015, we entered into sale and leaseback agreements for the M/T Stenaweco Energy and M/T Stenaweco Evolution, respectively, with a duration~~

Table of ~~seven years.~~Contents

Vessel Operating Expenses

Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores, tonnage taxes and ~~value added tax, or~~ VAT, and other miscellaneous ~~expenses for vessels that we own or lease under our operating leases.~~expenses. We analyze vessel operating expenses on a U.S. dollar per day basis. Additionally, vessel operating expenses can fluctuate due to factors beyond our control, such as unplanned repairs and maintenance attributable to damages or regulatory compliance and factors which may affect the shipping industry in general, such as developments relating to insurance premiums, or developments relating to the availability of crew.

Dry-docking Costs

Dry-docking costs relate to regularly scheduled intermediate survey or special survey dry-docking necessary to preserve the quality of our vessels as well as to comply with international shipping standards and environmental laws and regulations. Dry-docking costs can vary according to the age of the vessel, the location where the dry-dock takes place, shipyard availability, local availability of manpower and material, and the billing currency of the yard. Please see ~~"Item~~“Item 18. Financial Statements—Note 2—Significant Accounting Policies."” In the case of tankers, dry-docking costs may also be affected by new rules and regulations. For further information please see ~~"Item~~“Item 4. Information on the Company—B. Business Overview—Environmental Regulations."”

Management Fees—Related Parties

As ~~of March 31, 2014,~~from January 1, 2019, we have outsourced to ~~CSM~~CSI a related party controlled by the family of Mr. Evangelos J. Pistiolis, all operational, technical and commercial functions relating to the chartering and operation of our vessels. We outsourced the above functions pursuant to a letter agreement between ~~CSM~~CSI and ~~TOP~~Top Ships Inc. and management agreements between ~~CSM~~CSI and our ~~then~~ vessel-owning subsidiaries on ~~March 10, 2014.~~the same date, and each new vessel that entered our fleet after that date entered into a management agreement with CSI. See ~~"Item 7.~~“Item7. Major ~~Shareholders~~shareholders and ~~Related Party Transactions—~~related party transactions —B. Related Party Transactions—Central Shipping Monaco Letter Agreement, Management Agreements, and Other Agreements" and "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Central Mare Letter Agreement, Management Agreements, and Other Agreements."Transactions”.

General and Administrative Expenses

Our general and administrative expenses include executive compensation paid to Central Mare for the compensation of our executive officers and a number of administrative staff, office rent, legal and auditing costs, regulatory compliance costs, other miscellaneous office expenses, non-cash stock compensation, and corporate overhead. Central Mare provides the services of the individuals who serve in the position of Chief Executive Officer, Chief Financial Officer, ~~Executive Vice President~~Chief Operating Officer and Chief Technical Officer as well as a number of administrative employees. For further information please see ~~"Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Central Mare Letter Agreement, Management Agreements, and Other Agreements"~~ ~~and "Item~~“Item 18. Financial Statements—Note 5—Transactions with Related Parties."”

A portion of our general and administrative expenses are denominated in Euros and are therefore affected by the conversion rate of the U.S. dollar versus the Euro.

Inflation

Although inflation has had a moderate impact on our vessel operating expenses and corporate overheads, management does not consider inflation to be a significant risk to direct costs in the current and foreseeable economic environment. Oil transportation is a specialized area and the number of vessels is increasing. There will therefore be an increased demand for qualified crew and this could lead to inflationary pressure on crew costs. However, in a shipping downturn, costs subject to inflation can usually be controlled because shipping companies typically monitor costs to preserve liquidity and encourage suppliers and service providers to lower rates and prices in the event of a downturn.

Interest and Finance Costs

We incur interest expense on outstanding indebtedness under our loans and ~~credit facilities,~~SLBs, which we include in interest and finance costs. We also incur finance costs in establishing those debt facilities and SLBs which are deferred and amortized over the period of the respective facility. The amortization of the finance costs is presented in interest and finance costs.

~~Inflation~~

Inflation has not had a material effect on our expenses. In the event that significant global inflationary pressures appear, these pressures would increase our operating, voyage, administrative and financing costs.

~~Lack~~Main components of ~~Historical Operating Data for Vessels before Their Acquisition~~

Although vessels are generally acquired free of charter, we have acquired (and may in the future acquire) some vessels with time charters. Where a vessel has been under a voyage charter, the vessel is usually delivered to the buyer free of charter. It is rare in the shipping industry for the last charterer of the vessel in the hands of the seller to continue as the first charterer of the vessel in the hands of the buyer. In most cases, when a vessel is under time charter and the buyer wishes to assume that charter, the vessel cannot be acquired without the charterer's consent and the buyer entering into a separate direct agreement, or a novation agreement, with the charterer to assume the charter. The purchase of a vessel itself does not transfer the charter because it is a separate agreement between the vessel owner and the charterer.

Where we identify any intangible assets or liabilities associated with the acquisition of a vessel, we allocate the purchase price to identified tangible and intangible assets or liabilities based on their relative fair values. Fair value is determined by reference to market data and the discounted amount of expected future cash flows. Where we have assumed an existing charter obligation or entered into a time charter with the existing charterer in connection with the purchase of a vessel at charter rates that are less than market charter rates, we record a liability, based on the difference between the assumed charter rate and the market charter rate for an equivalent vessel. Conversely, where we assume an existing charter obligation or enter into a time charter with the existing charterer in connection with the purchase of a vessel at charter rates that are above market charter rates, we record an asset, based on the difference between the market charter rate for an equivalent vessel and the contracted charter rate. This determination is made at the time the vessel is delivered to us, and such assets and liabilities are amortized as a reduction or increase to revenue over the remaining period of the charter.

~~None of the vessels acquired in from 2014 up to 2017 gave rise to a recognition of any intangible asset or liability associated with those acquisitions.~~

~~When we purchase a vessel and assume or renegotiate a related time charter, we must take the following steps before the vessel will be ready to commence operations:~~

~~obtain the charterer's consent to us as the new owner;~~

~~obtain the charterer's consent to a new technical manager;~~

~~in some cases, obtain the charterer's consent to a new flag for the vessel;~~

~~arrange for a new crew for the vessel, and where the vessel is on charter, in some cases, the crew must be approved by the charterer;~~

~~replace all hired equipment on board, such as gas cylinders and communication equipment;~~

~~negotiate and enter into new insurance contracts for the vessel through our own insurance brokers; and~~

~~register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state.~~

~~The following discussion is intended to help you understand how acquisitions of vessels affect~~managing our business and ~~results~~main drivers of ~~operations. Our business is comprised of the following main elements:~~

profitability

~~employment and operation of tankers; and~~

~~management of the financial, general and administrative elements involved in the conduct of our business and ownership of tankers.~~

~~The employment and operation of our vessels require the following main components:~~

~~vessel maintenance and repair;~~

~~crew selection and training;~~

~~vessel spares and stores supply;~~

~~contingency response planning;~~

~~onboard safety procedures auditing;~~

~~accounting;~~

~~vessel insurance arrangement;~~

~~vessel chartering;~~

~~vessel security training and security response plans (ISPS);~~

~~obtain ISM certification and audit for each vessel within the six months of taking over a vessel;~~

~~vessel hire management;~~

~~vessel surveying; and~~

~~vessel performance monitoring.~~

The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires the following main components:

~~management of our financial resources, including banking relationships,~~ ~~i.e., administration of bank loans and bank accounts;~~

~~management of our accounting system and records and financial reporting;~~

management of our financial resources, including banking relationships, i.e., administration of bank loans and bank accounts;

~~administration of the legal and regulatory requirements affecting our business and assets; and~~

~~management of the relationships with our service providers and customers.~~

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management of our accounting system and records and financial reporting;

administration of the legal and regulatory requirements affecting our business and assets; and

management of the relationships with our service providers and customers.

The principal factors that affect our profitability, cash flows and ~~shareholders'~~shareholders’ return on investment include:

~~charter rates and periods of charter hire for our tankers;~~

~~utilization of our tankers (earnings efficiency);~~

charter rates and periods of charter hire for our tankers;

~~levels of our tanker's operating expenses and dry-docking costs;~~

utilization of our tankers (earnings efficiency);

~~depreciation and amortization expenses;~~

levels of our tanker’s operating expenses and dry-docking costs;

~~financing costs; and~~

depreciation and amortization expenses;

~~fluctuations in foreign exchange rates.~~

financing costs; and

fluctuations in foreign exchange rates.

RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED DECEMBER 31, ~~2015, 2016~~2022 AND ~~2017~~2023

The following table depicts changes in the results of operations for ~~2017~~2023 compared to ~~2016 and 2016 compared to 2015.~~

Year Ended December 31, Change
YE16 v YE15 YE17 v YE16
2015 2016 2017 $ % $ %
($ in thousands)
Voyage Revenues 13,075 28,433 39,363 15,358 117.5 % 10,930 38.4 %
Voyage expenses 370 736 999 366 98.9 % 263 35.7 %
Bareboat charter hire expenses 5,274 6,299 6,282 1,025 19.4 % (17 ) -0.3 %
Amortization of prepaid bareboat charter hire 1,431 1,577 1,657 146 10.2 % 80 5.1 %
Vessel operating expenses 4,789 9,913 13,444 5,124 107.0 % 3,531 35.6 %
Vessel depreciation 668 3,467 5,744 2,799 419.0 % 2,277 65.7 %
Management fees-related parties 1,621 1,824 4,730 203 12.5 % 2,906 159.3 %
Other operating (income) / loss 274 (3,137 ) (914 ) (3,411 ) -1244.9 % 2,223 -70.9 %
General and administrative expenses 2,983 2,906 5,805 (77 ) -2.6 % 2,899 99.8 %
Vessels impairment charge 3,081 - 0 (3,081 ) -100.0 % - - %
Expenses 20,491 23,585 37,747 3,094 15.1 % 14,162 60.0 %
Operating income / (loss) (7,416 ) 4,848 1,616 12,264 165.4 % (3,232 ) -66.7 %
Interest and finance costs (719 ) (3,093 ) (15,793 ) (2,374 ) 330.2 % (12,700 ) 410.6 %
(Loss)/Gain on derivative financial instruments (392 ) (698 ) (301 ) (306 ) 78.1 % 397 -56.9 %
Interest income - - 13 - - 13 -
Other, net 20 (5 ) 1,120 (25 ) -125.0 % 1,125 -22,500.0 %
Total other (expenses) / income, net (1,091 ) (3,796 ) (14,961 ) (2,705 ) 247.9 % (11,165 ) 294.1 %
Net income/(loss) (8,507 ) 1,052 (13,345 ) 9,559 112.4 % (14,397 ) -1368.5 %

2022.

(Expressed in thousands of U.S. Dollars)	Year Ended December 31,						change
	2022			2023			YE23 v YE22
										$	%
Total charter revenues		80,656			82,949			2,293			3	%
Voyage expenses		1,648			1,609			(39	)		-2	%
Operating lease Expense		10,840			10,840			-			0	%
Vessel operating expenses		18,628			18,527			(101	)		-1	%
Vessel depreciation		13,289			14,349			1,060			8	%
Management fees-related parties		2,093			2,200			107			5	%
General and administrative expenses		1,617			6,697			5,080			314	%
Gain on sale of vessels		(78	)		-			78			-100	%
Operating income		32,619			28,727			(3,892	)		-12	%
Interest and finance costs		(14,365	)		(22,989	)		(8,624	)		60	%
Interest income		48			346			298			621	%
Equity gain/(loss) in unconsolidated joint ventures		646			(18	)		(664	)		-103	%
Total other expenses, net		(13,671	)		(22,661	)		(8,990	)		66	%
Net income		18,948			6,066			(12,882	)		-68	%

The table below presents the key measures for each of the years 2015, 2016 and 2017. Please see "Item 3. Key Information—A. Selected Financial Data" for a reconciliation of Average Daily TCE to revenues.

Year on Year Comparison of Operating Results

~~Voyage Revenues~~Vessel depreciation

~~2017 vs. 2016~~

During the year ended December 31, ~~2017, revenues~~2023, Vessel depreciation increased by ~~$10.9~~$1.1 million, or ~~38%~~8%, compared to the same period in 2022, mainly due to the fact that M/Ts Eco Oceano CA, Julius Caesar and Legio X Equestris were delivered in March, January and March 2022, respectively, and we therefore incurred $0.4 million, $0.2 million and $0.5 million respectively less depreciation expense in 2022 when compared to the same period in 2023.

General and administrative expenses

During the year ended December 31, 2023, our general and administrative expenses increased by $5.1 million, or 314%, compared to the year ended December 31, ~~2016. This increase was~~2022, mainly due to ~~the acquisition~~$5.0 million of ~~M/T Stenaweco Elegance~~bonuses declared in ~~February 2017 that led to its employment for ten months resulting~~2023 (with no bonuses being declared in an2022), a $0.1 million increase in ~~revenue of $5.0~~legal and consulting fees and expenses, a $0.1 million ~~the employment of M/T Nord Valiant for twelve months~~increase in ~~2017 as opposed to four~~auditor fees and a ~~half months in 2016 that resulted in an~~$0.1 million increase in revenue of $3.8 million (the vessel started its employment on August 15, 2016), the employment of M/T Stenaweco Excellence for twelve months in 2017 as opposed to seven months in 2016 that resulted in an increase in revenue of $2.3 million (the vessel started its employment on May 23, 2016) and the employment of M/T Eco Revolution for 12 months in 2017 as opposed to eleven months in 2016 that resulted in an increase in revenue of $0.4 million (the vessel started its employment on January 26, 2016).

foreign currency losses. These increases were offset by the lower daily charter rates that we negotiated for M/T Stenaweco Energy and M/T Stenaweco Evolution in order to increase their charter duration by twelve and eighteen months respectively that resulted in a ~~decrease of revenue by~~ $0.2 million ~~and $0.4 million respectively.~~decrease in utilities.

~~2016 vs. 2015~~

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Interest and Finance Costs

During the year ended December 31, ~~2016, revenues~~2023, interest and finance costs increased by ~~$15.4~~$8.6 million, or ~~118%~~60%, compared to the same period in 2022 mainly due to:

a $7.3 million increase in interest costs mainly due to a) the increase in the variable interest rate of our credit facilities (LIBOR and SOFR) which increased from 4.74% in January 2023 to 5.62% in December 2023, while LIBOR ranged from 0.10% in January 2022 to 4.74% in December 2022, and b) the three new SLBs for M/Ts Eco Oceano CA, Julius Caesar and Legio X Equestris that we closed in March, January and March 2022 respectively for an aggregate amount of $156.2 million, that where incurring interest expense for the whole year ended December 31, 2015. This increase was due to the employment of M/T Eco Revolution from January 26, 2016 that resulted in an increase in revenue of $5.2 million, the employment of M/T Stenaweco Excellence from May 23, 2016 that resulted in an increase in revenue of $3.6 million, the employment of M/T Eco Fleet for all of 2016 that resulted in an increase in revenue of $3.1 million (as opposed to being employed for approximately five months in the year ended December 31, 2015), the employment of M/T Nord Valiant from August 15, 2016 that resulted in an increase in revenue of $2.3 million and the employment, for all of 2016, of M/T Stenaweco Evolution that resulted in an increase in revenue of $1.6 million (as opposed to being employed for approximately nine months in the year ended December 31, 2015).2023. These increases were offset by ~~the absence~~a $0.9 million decrease in ~~the year ended December 31, 2016 of a revenue claim collection from Marco Polo Seatrade B.V.~~interest and finance costs relating to ~~our~~M/Ts Eco Los Angeles and Eco City of Angels that were sold ~~vessels M/T Ionian Wave~~on February 28 and ~~M/T Tyrrhenian Wave, which amounted~~March 15, 2022;

$3.5 million of amortization of debt discount relating to ~~$0.4~~the Cargill facility (please see “Item 18. Financial Statements—Note 7—Debt”) that commenced in 2023; and

an offsetting $1.3 million decrease in ~~the year ended December 31, 2015.~~

~~Expenses~~

~~Voyage expenses~~

~~Voyage expenses primarily consist~~amortization of ~~port charges, including bunkers (fuel costs), canal dues and commissions.~~

~~2017 vs. 2016~~

~~During 2017, voyage expenses increased by $0.3 million, or 36%, compared to 2016. This increase is~~deferred financing fees mainly due to the ~~acquisition~~acceleration of ~~M/T Stenaweco Elegance in February 2017 that led~~the amortization of $1.9 million of unamortized balances of deferred financing fees relating to ~~its employment for ten months resulting in an increase in voyage expenses~~the sale of ~~$0.1 million, the employment~~M/Ts Eco Los Angeles and Eco City of M/T Nord Valiant for twelve months in 2017 as opposed to four and a half months in 2016 that resulted in an increase in voyage expenses of $0.1 million (the vessel started its employment on August 15, 2016)Angels and the ~~employment~~prepayment of ~~M/T Stenaweco Excellence for twelve months~~our Unsecured Bridge Loan in ~~2017 as opposed~~2022. By comparison, in 2023 we accelerated $0.6 million of deferred financing fees relating to ~~seven months in 2016 that resulted in an increase in voyage expenses~~the prepayment of ~~$0.1 million (the vessel started its employment on May 23, 2016)~~the ABN and the Alpha Bank facilities (see “—B. Liquidity and Capital Resources—Debt Facilities— Prepayments of senior secured loans)”.

~~2016 vs. 2015~~

Equity gain/(loss) in unconsolidated joint ventures

During the year ended December 31, ~~2016, voyage expenses increased by $0.4~~2023, equity gain in unconsolidated joint ventures turned into a loss resulting in a year on year change of $0.7 million or ~~99%, compared to the year ended December 31, 2015.~~103%. This increase was due to the fact that M/T Eco Revolution started operating from January 21, 2016 and resulted in an increase in voyage expenses of $0.2 million, M/T Stenaweco Excellence started operating on May 20, 2016 and resulted in an increase in voyage expenses of $0.1 million and M/T Nord Valiant started operating on August 10, 2016 and resulted in an increase in voyage expenses of $0.1 million.

~~Vessel operating expenses~~

~~2017 vs. 2016~~

~~During the year ended December 31, 2017, vessel operating expenses increased by $3.5 million, or 36%, compared to the year ended December 31, 2016. This increase~~ was mainly due to the acquisition of M/T Stenaweco Elegance in February 2017 that led to its operation for ten months that resulted in an increase in operating expenses of $1.8 million, the operation of M/T Nord Valiant for twelve months in 2017 as opposed to four and a half months in 2016 that resulted in an increase in operating expenses of $0.9 million (the vessel started operating on August 10, 2016) and the operation of M/T Stenaweco Excellence for twelve months in 2017 as opposed to seven months in 2016 that resulted in an increase in operating expenses of $0.6 million (the vessel started operating on May 20, 2016). Finally operating expenses of M/T Stenaweco Energy and M/T Eco Fleet increased by $0.1 million each.

~~2016 vs. 2015~~

During the year ended December 31, 2016, vessel operating expenses increased by $5.1 million, or 107%, compared to the year ended December 31, 2015. This increase was due to fact that M/T Eco Revolution started operating from January 21, 2016 and resulted in an increase in operating expenses of $1.9 million, M/T Stenaweco Excellence started operating on May 20, 2016 and resulted in an increase in operating expenses of $1.4 million, M/T Nord Valiant started operating on August 10, 2016 and resulted in an increase in operating expenses of $0.9 million, M/T Eco Fleet started operating on July 15, 2015 and resulted in an increase in operating expenses of $0.7 million (as opposed to operating for approximately five months for the year ended December 31, 2015) and M/T Stenaweco Evolution was operational for all of 2016, and resulted in an increase in operating expenses of $0.3 million (as opposed to operating for approximately nine months for the year ended December 31, 2015). These increases were offset by a $0.1 million decrease in operating expenses of M/T Stenaweco Energy in the year ended December 31, 2016 compared to the year ended December 31, 2015.

~~Vessel depreciation~~

~~2017 vs. 2016~~

During the year ended December 31, 2017, vessel depreciation increased by $2.3 million, or 66%, compared to the year ended December 31, 2016 due to the changes in our fleet that resulted in calendar (ownership) days increasing from 1,812 in 2016 to ~~2,496~~ ~~in 2017.~~

~~2016 vs. 2015~~

During the year ended December 31, 2016, vessel depreciation increased by $2.8 million, or 419%, compared to the year ended December 31, 2015 due to the changes in our fleet that resulted in calendar (ownership) days increasing from 810 in 2015 to 1,812 in 2016.

~~Management fees—related parties~~

~~2017 vs. 2016~~

~~During the year ended December 31, 2017, management fees to related parties increased by $2.9 million, or 159%, compared to the year ended December 31, 2016.~~

This increase was due to a $1.2 million increase in overhead management fees relating mainly to a performance incentive fee to Central Mare in 2017 and due to sale and purchase commissions of $1.1 million pursuant to our new letter agreement with CSM, relating to the purchase of our vessels in 2017. Furthermore this increase was due to the acquisition of M/T Stenaweco Elegance in February 2017 that led to its operation for ten months resulting in an increase in management fees of $0.3 million, the operation of M/T Nord Valiant for twelve months in 2017 as opposed to four and a half months in 2016 that resulted in an increase in management fees of $0.2 million (the vessel started operating on August 10, 2016) and the operation of M/T Stenaweco Excellence for twelve months in 2017 as opposed to seven months in 2016 that resulted in an increase in management fees of $0.1 million (the vessel started operating on May 20, 2016).

~~2016 vs. 2015~~

During the year ended December 31, 2016, management fees to related parties increased by $0.2 million, or 13%, compared to the year ended December 31, 2015. This increase was due to the fact that M/T Eco Revolution started operating from January 21, 2016 that resulted in an increase in management fees of $0.3 million, M/T Eco Fleet started operating on July 15, 2015 that resulted in an increase in management fees of $0.2 million (as opposed to operating for approximately five months for the year ended December 31, 2015), M/T Stenaweco Excellence started operating from May 20, 2016 and that resulted in an increase in management fees of $0.2 million, M/T Nord Valiant started operating from August 10, 2016 that resulted in an increase in management fees of $0.1 million and M/T Stenaweco Evolution was operational throughout the year ended December 31, 2016, that resulted in an increase in management fees of $0.1 million (as opposed to operating for approximately nine months for the year ended December 31, 2015). These increases were offset by a $0.7 million decrease in overhead management fees relating mainly to a non-recurring performance incentive fee to Central Mare in the year ended December 31, 2015 absent in the year ended December 31, 2016.

~~Other operating income~~

During the year ended December 31, 2017 we wrote-off $0.9 million of accrued liabilities relating to old charter parties of vessels sold in 2009, mainly relating to unearned revenue, as the time frame for our counterparties to claim these amounts has been time barred.

During the year ended December 31, 2016 we wrote-off $3.1 million of accrued liabilities relating to old charter parties of vessels sold from 2006 to 2008, mainly relating to $2.0 million of unearned revenue and $1.1 million of related brokerage commissions, as the time frame for our counterparties to claim these amounts has been time barred.

~~General and administrative expenses~~

~~2017 vs. 2016~~

During the year ended December 31, 2017, our general and administrative expenses increased by $2.9 million, or 100%, compared to the year ended December 31, 2016, mainly attributed to a bonus of $1.5 million granted to the Company's CEO to be distributed at his own discretion amongst executives, ansharp increase of $0.9 million in manager and employee related expenses, an increase of $0.3 million in other general and administrative expenses and an increase of $0.2 million in legal and consulting fees and expenses.

~~2016 vs. 201~~5

~~During the year ended December 31, 2016, our general and administrative expenses decreased by $0.1 million, or 2.6%,~~ compared to the year ended December 31, 2015, mainly due to decreases of $0.1 million in legal and consulting fees, $0.1 million in audit fees and $0.1 in other general and administrative expenses, with an offsetting increase of $0.2 million in stock-based compensation expense.

~~Interest and Finance Costs~~

~~2017 vs. 2016~~

~~During the year ended December 31, 2017,~~interest rates that materially affected interest and finance costs ~~increased by $12.7 million, or 411%, compared to the~~ ~~year ended December 31, 2016. This increase is mainly attributed to:~~

An increase of $8.3 million in amortization of debt discount, $7.5 million relating to the convertibility features of the Series C convertible preferred shares and $0.8 million relating to the convertibility features of the Family Trading facility, both absent in the same period of 2016 (please see "Item 18. Financial Statements—Note 9—Debt.").

An increase of $2.7 million in loan interest expense, since in 2017 we had senior loan facilities with ABN Amro Bank, NORD/LB Bank, Alpha Bank and At Bank for the financing of the vessels M/T Eco Revolution, M/T Eco Fleet, M/T Nord Valiant, M/T Stenaweco Excellence, M/T Stenaweco Elegance and M/T Eco Palm desert as well as the Family Trading Facility, while in the same period of 2016 we only incurred interest expense for M/T Eco Fleet for twelve months, M/T Eco Revolution for eleven months, M/T Nord Valiant for four months(ABN Facility), and M/T Stenaweco Excellence (NORD/LB facility) for approximately seven months.

An increase of $1.5 million in amortization of finance fees mainly due to the fact that in 2017 we accelerated the amortization of arrangement fees of four of our short term notes due to their prepayment ($0.6 million), we incurred additional amortization expenses relating to the Amended Family Trading Facility ($0.3 million) and the Series C convertible preferred shares we treated as debt ($0.3 million) and incurred increased amortization expenses due to the fact that we had more senior debt facilities in place compared to the same period in 2016 ($0.3 million).

~~An increase of $0.2 million in other financial costs.~~

~~2016 vs. 2015~~

During the year ended December 31, 2016, interest and finance costs increased by $2.4 million, or 330%, compared to the year ended December 31, 2015. This increase is mainly attributed to an increase of $2.6 million in loan interest expense, since in the year ended December 31, 2016 we had senior loan facilities with ABN Amro Bank and NORD/LB Bank for the financing of the vessels M/T Eco Revolution, M/T Eco Fleet, M/T Nord Valiant and M/T Stenaweco Excellence as well as the Family Trading Facility, while in the same period of 2015 we only incurred interest expense for M/T Stenaweco Energy (Alpha Bank Facility) for approximately one month. Furthermore in the year ended December 31, 2016 we had an increase of $0.2 million in other financial costs that related to commitment fees of the Family Trading Facility that were absent in the year ended December 31, 2015. These increases were offset by a $0.4 million decrease in amortization of finance fees (deferred charges) mainly due to the fact that in the year ended December 31, 2015, there was an accelerated amortization of arrangement fees of the Alpha Bank Facility that we prepaid in January 2015 and of the Atlantis Ventures facility that we paid in January 2015, both absent in the year ended December 31, 2016.joint venture entities.

~~Loss on derivative financial instruments~~

~~2017 vs. 2016~~

During the year ended December 31, 2017, loss on derivative financial instruments decreased by $0.4 million, or 57%, compared to the year ended December 31, 2016. This decrease was due to a $0.5 million increase in the unrealized gains from the valuation of our interest rate swaps and a another $0.4 million increase in the gains from the valuation of our outstanding warrants issued in connection with our follow-on offering that closed on June 11, 2014. These were offset by an increase of $0.5 million in realized losses on our interest rate swaps (please see ~~"Item 18. Financial Statements—Note 17 - Financial Instruments").~~

~~2016 vs. 2015~~

During the year ended December 31, 2016, loss on derivative financial instruments increased by $0.3 million, or 78%, compared to the year ended December 31, 2015, mainly due to a $0.2 million reversal of a realized loss on swaps payable we wrote-off in the year ended December 31, 2015 and a loss of $0.1 million from the valuation of our ABN interest rate swaps we incurred in the year ended December 31, 2016 (please see ~~"Item 18. Financial Statements—Note 17 - Financial Instruments").~~

Our Fleet—Illustrative Comparison of Possible Excess of Carrying Value Over Estimated Charter-Free Market Value of Certain Vessels

In ~~"—Critical Accounting Policies—Impairment of Vessels,"~~Note 2 to our consolidated financial statements included herein we discuss our policy for impairing the carrying values of our vessels. During the past few years, the market values of vessels have experienced particular volatility, with substantial declines in many vessel classes. As a result, the charter-free market value, or basic market value, of certain of our vessels may have declined below those ~~vessels'~~vessels’ carrying value. However, we would not impair those ~~vessels'~~vessels’ carrying value under our accounting impairment policy due to our belief that future undiscounted cash flows expected to be earned by such vessels over their operating lives would exceed such ~~vessels'~~vessels’ carrying amounts. Furthermore, since from 2021 tanker values have been constantly increasing there was no need to follow through with an undiscounted cash flows analysis due to the absence of impairment indications for all the vessels of our fleet.

As of December 31, ~~2017,~~2023, we believe that the basic charter-free market values of our owned operating vessels are higher than the vessels carrying ~~value.~~value by approximately 52.8%.

Our estimates of basic charter-free market value assume that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind. Our estimates are based on ~~information available from various industry sources, including:~~

~~reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;~~

~~news and industry reports of similar vessel sales;~~

~~news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates;~~

~~approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated;~~

~~offers that we may have received from potential purchasers of our vessels; and~~

vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers.

~~As we obtain information from various industry and other sources, our estimates of basic charter-free~~the estimated market values ~~are inherently uncertain. In addition, vessel~~for the vessels received from third-party independent shipbrokers approved by our financing providers. Vessel values are highly ~~volatile; as such, actual results~~volatile. Accordingly, our estimates may not be indicative of the current or future basic market value of the vessels or prices that could ~~differ from those estimates.~~be achieved if the vessels were to be sold.

~~All of~~

Please see “Item 3. Key Information—D. Risk Factors—Risks Related to our vessels are currently employed under long-term, above-market time charters. For more information, see "Business Overview—Our Fleet." We believe that in a sale of these vessels with their charters attached, we would receive a premium over the vessels' charter-free market value.

~~We refer you to the risk factor entitled "The~~Industry—The international oil tanker industry has ~~experienced volatile charter rates~~historically been both cyclical and ~~vessel values and there can be no assurance that these charter rates and vessel values will not decrease in the near future"~~volatile” and the discussion herein under the heading ~~"Risks~~“Item 3. Key Information—D. Risk Factors—Risks Related to Our Industry."”

~~Critical Accounting Policies:~~

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B.	Liquidity and Capital Resources

Since our formation, our principal sources of funds have been equity provided by our shareholders through equity offerings or at the market sales, operating cash flow, long-term borrowing including SLBs and short-term borrowings. Our principal use of funds has been capital expenditures to establish and grow our fleet, maintain the quality of our vessels, comply with international shipping standards and environmental laws and regulations and fund working capital requirements.

Our business is capital intensive and its future success will depend on our ability to maintain a high-quality fleet through the acquisition of newer vessels and the selective sale of older vessels. Our practice has been to acquire vessels using a combination of funds received from equity investors and bank debt including SLBs secured by title on our vessels. Future acquisitions are subject to management’s expectation of future market conditions, our ability to acquire vessels on favorable terms and our liquidity and capital resources.

As of December 31, 2023, we had an indebtedness of $240.5 million, which after excluding unamortized financing fees and debt discounts amounts to a total indebtedness of $246.2 million. Finally, as of December 31, 2023, our cash and cash equivalent balances amounted to $40.0 million, held in U.S. Dollar accounts, $4.0 million of which are classified as restricted cash.

As of the date of this annual report our cash flow projections indicate that cash on hand and cash to be provided by operating activities will be sufficient to cover the liquidity needs that become due in the twelve-month period ending one year after December 31, 2023.

Our medium- and long-term liquidity requirements relate to expenditures relating to the operation and maintenance of our vessels. Sources of funding for our medium- and long-term liquidity requirements include cash flows from operations. Routine or strategic acquisitions may require the incurrence of additional indebtedness, including debt issuances, and/or additional equity issuances, which may be dilutive to our common shareholders.

Working Capital Requirements and Sources of Capital

As of December 31, 2023, we had a working capital deficit (current assets less current liabilities) of $2.6 million, which included an amount of $6.6 million relating to pre-collected revenue that is included in Unearned revenue in the accompanying consolidated balance sheets. This amount represents a current liability that does not require future cash settlement.

Our operating cash flow, provided that SOFR expectations for 2024 remain as they are as of the date of this annual report, is expected to slightly decrease when compared to the same period in 2023, since all our owned vessels except for M/Ts Marina del Rey, Julius Caesar and Legio X Equestris have loans with fluctuating interest rates leading to increased interest costs (please see “ITEM 11. Quantitative and qualitative disclosures about market risk -Interest rate risk” for a sensitivity analysis the increase in interest rates). Furthermore, we expect to incur significant expenses relating to scheduled Dry-dockings for three of our vessels (M/Ts Eco Marina Del Rey, Eco Bel Air and Eco Beverly Hills) in the first half of 2024.

Cash Flow Information

Cash and cash equivalents and restricted cash were $24.5 million and $40.0 million as of December 31, 2022 and 2023 respectively.

Net Cash from Operating Activities.

Net cash provided by operating activities decreased by $4.5 million, or 13%, for 2023 to $28.9 million, compared to $33.4 million for 2022.

Adjustments to reconcile net income to net cash provided by operating activities for the year ended December 31, 2023 totaled $28.3 million. This consisted mainly of $14.3 million of depreciation expenses,$9.3 million of amortization of right of use assets from operating leases and $4.7 million of amortization and write offs of deferred financing costs and debt discounts. The cash inflow from operations was offset by a $5.0 million decrease in current liabilities and a $0.4 million increase in current assets.

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Adjustments to reconcile net income to net cash provided by operating activities for the year ended December 31, 2022 totaled $24.3 million. This consisted mainly of $13.3 million of depreciation expenses, $8.6 million of amortization of right of use assets from operating leases and $2.5 million of amortization and write offs of deferred financing costs, offset by $0.1 million of gains on sale of vessels. The cash inflow from operations was offset by a $8.8 million decrease in current liabilities and a $1.0 million increase in current assets.

Net Cash from Investing Activities.

Net cash provided by investing activities in the period ended December 31, 2023 was $2.5 million, deriving exclusively from return of investments in unconsolidated joint ventures.

Net cash used in investing activities in the period ended December 31, 2022 was $142.7 million, consisting of $216.7 million of cash paid for advances for vessels under construction, offset by $71.7 million net proceeds from sale and exchange of vessels and $2.3 million of return of investments in unconsolidated joint ventures.

Net Cash from Financing Activities.

Net cash used in financing activities in the period ended December 31, 2023 was $16.0 million, consisting of $76.4 million of principal payments and prepayments of long term, $26.3 million of payments for our Series F Preferred Shares redemptions, $6.0 million in payments of dividends for our Series E Preferred Shares and our Series F Preferred Shares and $1.6 million in payments of financing costs. These were offset by $82.0 million of proceeds from long term debt and $12.3 million of proceeds from issuance of our common stock net of equity issuance costs.

Net cash provided by financing activities in the period ended December 31, 2022 was $127.4 million, consisting of $165.2 million of proceeds from long term and related party debt, $47.6 million of proceeds from issuance of Series F Shares, $21.1 million of proceeds from issuance of our common stock net of equity issuance costs and $4.6 of proceeds from warrant exercises, net of fees. These were offset by $77.9 million of principal payments and prepayments of long term and related party debt, $16.2 million of payments for Series F Shares redemptions, $13.4 million payments of dividends for Series F and E Shares and $3.6 million payments of financing costs.

Please see “Item 5. Operating and Financial Review and Prospects—A. Operating Results” in our Annual Report on Form 20-F, filed on April 3, 2023 where the 2022 cash flow information may be found.

Debt Facilities

For a more complete description of debt facilities entered into in the year ended December 31, 2023 as well as for a description of debt facilities entered into before the year ended December 31, 2023 please see “Item 18. Financial Statements—Note 7—Debt.”.

Prepayments of senior secured loans

ABN Facility

On March 18, 2021, we entered into a credit facility with ABN Amro for $36.8 million for the financing of the vessel M/T Eco West Coast. This facility was drawn down in full. The credit facility was repayable in 24 consecutive quarterly installments of $0.61 million commencing in June 2021, plus a balloon installment of $22.0 million payable together with the last installment. The facility bore interest at LIBOR plus a margin of 2.50%. From June 23, 2023, ABN Amro switched the facility’s variable rate from LIBOR to Compounded SOFR. On December 14, 2023, this facility was fully prepaid using part of the proceeds from the 3^rd AVIC SLB (see “—3^rd AVIC Sale and Leaseback.”).

Alpha Bank Facility

On May 6, 2021, we entered into a credit facility with Alpha Bank for $38.0 million for the financing of the vessel M/T Eco Malibu. This facility was drawn down in full. The credit facility was repayable in 12 consecutive quarterly installments of $0.75 million and 12 consecutive quarterly installments of $0.63 million, commencing three months from draw down, and a balloon payment of $21.5 million payable together with the last installment. The facility bore interest at LIBOR plus a margin of 3.00%. From June 9, 2023, Alpha Bank switched the facility’s variable rate from LIBOR to Term SOFR On December 21, 2023, this facility was fully prepaid through part of the proceeds from the Huarong SLB (see “—Huarong Sale and Leaseback”).

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New facilities

HSBC Bridge Loan

On January 15, 2024, we entered into the HSBC Bridge with HSBC Private Bank (Suisse) SA for the purpose of partially financing the purchase of M/Ts Julius Caesar and Legio X Equestris, following the exercise of our purchase options under the CMBFL SLB (see “— New CMBFL SLBs”). Under the HSBC Bridge, we drew down $20.0 million on January 16, 2024 for the purchase of M/T Julius Caesar (which amount we repaid on January 18, 2024) and another $8.0 million on January 23, 2024 for the purchase of M/T Legio X Equestris (which amount we repaid on January 25, 2024). The HSBC Bridge was for a maximum amount of $24.0 million at any time, carried an interest of 3% plus term SOFR and was guaranteed by Mr. Evangelos J. Pistiolis. For his guarantee, Mr. Evangelos J. Pistiolis charged the Company a 1% fee on the amounts drawn down under the HSBC Bridge.

Financings Committed under Sale and Leaseback Agreements

3^rd AVIC SLB

On December 14, 2023 we consummated an SLB with AVIC (the “3^rd AVIC SLB”) in the amount of $41.0 million, for the purpose of refinancing the indebtedness secured over the M/T Eco West Coast. We bareboat chartered back the vessel for a period of ten years at bareboat hire rates comprising of 120 consecutive monthly installments of $0.18 million and a balloon payment of $19.0 million payable together with the last installment, plus interest based on Term SOFR plus 2.65% per annum. As part of this transaction, we have continuous options to buy back the vessel at purchase prices stipulated in the bareboat agreement depending on when the option will be exercised. At the end of the ten -year period we have an obligation to buy back the vessel at a cost represented by the balloon payment. As part of the 3^rd AVIC Facility, AVIC reduced the margin of the 2^nd AVIC Facility from 3.5% to 3.0%.

Huarong SLB

On December 20, 2023, we consummated an SLB with China Huarong Shipping Financial Leasing Co Ltd. (“Huarong” and the “Huarong SLB”) in the amount of $41.0 million, for the purpose of refinancing the indebtedness secured over the M/T Eco Malibu. We bareboat chartered back the vessel for a period of ten years at bareboat hire rates comprising of 120 consecutive monthly installments of $0.18 million and a balloon payment of $19.0 million payable together with the last installment, plus interest based on Term SOFR plus 2.50% per annum. As part of this transaction, we have continuous options to buy back the vessel at purchase prices stipulated in the bareboat agreement depending on when the option will be exercised. At the end of the ten-year period we have an obligation to buy back the vessel at a cost represented by the balloon payment.

New CMBFL SLBs

On January 16 and January 23, 2024, we exercised our purchase options under the CMBFL SLB and took full ownership of M/Ts Julius Caesar and Legio X Equestris for $48.6 million and $49.3 million, respectively. Following the purchase of the vessels that was funded with cash and the HSBC Bridge, on January 18 and January 25, 2024 we concluded SLBs (the “New CMBFL SLBs”) for the financing of M/Ts Julius Caesar and Legio X Equestris respectively from the same institution (CMBFL). The duration of the New CMBFL SLBs is for eight years and the Company has continuous options, after the first year, to buy back the vessels at purchase prices stipulated in the New CMBFL SLBs depending on when the option will be exercised. At the end of the eight-year period, the Company has an option to buy back the vessels for consideration of $37.5 million per vessel. The New CMBFL SLBs have a fixed bareboat hire rate of $7.3 million per annum, which includes both interest and repayment. The consideration from the New CMBFL SLBs amounted to $125.0 million ($62.5 million per vessel) and the SLBs have similar customary covenants and event of default clauses as the SLBs that preceded them with CMBFL, as further described in “Item 18. Financial Statements—Note 7—Debt.”

Covenant Compliance

As of December 31, 2023, we were in compliance with all covenants with respect to our sale and leaseback agreements. The fair value of debt outstanding on December 31, 2023, after excluding unamortized financing fees and debt discounts, approximates its carrying amount when valuing the Cargill SLB on the basis of the Commercial Interest Reference Rates as applicable on December 31, 2023.

Operating Leases

On December 1 and December 10, 2020, we sold and leased back M/T Eco Beverly Hills and M/T Eco Bel Air, respectively, to an unaffiliated third party (the “Navigare Lease”). Each vessel was chartered back on a bareboat basis for five years at a bareboat hire of $16,750 per day for the first two years, $14,000 per day for the next two years and $10,000 per day for the fifth year. We do not have any option nor obligation to buy back the vessels. The abovementioned sale and leaseback transactions contain, customary covenants and event of default clauses, including cross-default provisions, change of control provisions (whereby Mr. Evangelos J. Pistiolis may not control less than 50.1% of the voting rights of the Company) and restrictive covenants and performance requirements. Part of these covenants is a requirement to maintain a minimum liquidity of $4 million at all times which is certified bi-annually. As of December 31, 2023, we were in compliance with all covenants of the Navigare Lease.

Please see “Item 18. Financial Statements—Note 6—Leases.” for more detailed information.

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C.	Research and Development, Patents and Licenses, Etc.

None.

D.	Trend Information

Our results of operations depend primarily on the charter rates earned by our vessels. Over the course of 2023, the BDTI reached a high of 1,642 and a low of 713 while the BCTI reached a high of 1,250 and a low of 563. Historically and even more so since the start of the financial crisis in 2008 the performance of the BDTI and the BCTI have been characterized by high volatility. Although the BDTI was 1,159 as of March 25, 2024, there can be no assurance that the crude oil charter market will continue to increase, and the market could again decline.

Meanwhile, the war in Ukraine has amplified the volatility in the tanker market. In the short term, the effect of the invasion of Ukraine has been positive for the tanker market, yet the overall longer term effect on ton-mile demand is uncertain given that cargoes exported previously from Russia will need to be substituted by cargoes from different sources due to the oil and oil products embargo enacted by the United States, the European Union and the United Kingdom.

In addition, the continuing war in Ukraine led to increased economic uncertainty amidst fears of a more generalized military conflict or significant inflationary pressures, due to the increases in fuel and grain prices following the sanctions imposed on Russia. Whether the present dislocation in the markets and resultant inflationary pressures will transition to a long-term inflationary environment is uncertain, and the effects of such a development on charter rates, vessel demand and operating expenses in the sector in which we operate are uncertain. As described above, the initial effect of the invasion in Ukraine on the tanker freight market was positive, despite the short-term volatility in charter rates and increases on specific items of operating costs. If these conditions are sustained, the longer-term net impact on the tanker market and our business would be difficult to predict. However, such events may have unpredictable consequences, and contribute to instability in global economy, a decrease in supply or cause a decrease in worldwide demand for certain goods and, thus, shipping. Regarding the possible impact of supply chain disruptions that have or may emanate from the military conflict in Ukraine, our operations have not been affected materially and we do not expect them to be in the future.

Furthermore, the intensity and duration of the recently declared war between Israel and Hamas is difficult to predict and its impact on the world economy and our industry is uncertain. Beginning in late 2023, vessels in the Red Sea and Gulf of Aden have increasingly been subject to attempted hijackings and attacks by drones and projectiles characterized by Houthi groups in Yemen as a response to the war between Israel and Hamas. An increasing number of companies have rerouted their vessels to avoid transiting the Red Sea, incurring greater shipping costs and delays and for vessels transiting the region, war risk premium has increased substantially. While much uncertainty remains regarding the global impact of the war between Israel and Hamas, it is possible that such tensions could result in the eruption of further hostilities in other regions, including in and around the Red Sea. Regarding the possible impact of supply chain disruptions that have or may emanate from the war between Israel and Hamas, our operations have not been affected materially and we do not expect them to be in the future.

Inflation has had a moderate impact on our vessel operating expenses and corporate overheads. It is anticipated that insurance costs, which have risen over the last three years, may well continue to rise over the next few years. Oil transportation is a specialized area and the number of vessels is increasing. There will therefore be an increased demand for qualified crew and this has and will continue to put inflationary pressure on crew costs. However, in a shipping downturn, costs subject to inflation can usually be controlled because shipping companies typically monitor costs to preserve liquidity and encourage suppliers and service providers to lower rates and prices in the event of a downturn.

For further discussion of industry trends, refer to industry disclosure under “Item 4. Information on the Company—B. Business Overview.”

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E.	Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of those financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting ~~policies~~estimates are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. We have described below what we believe are our most critical accounting ~~policies~~estimates that involve a higher degree of judgment and the methods of their application. For a description of all of our significant accounting ~~policies,~~estimates, see Note 2 to our consolidated financial statements included herein.

Vessel depreciation. We record the value of our vessels at their cost (which includes the contract price, pre-delivery costs incurred during the construction of newbuildings, capitalized interest and any material expenses incurred upon acquisition such as initial repairs, improvements and delivery expenses to prepare the vessel for its initial voyage) less accumulated depreciation. We depreciate our vessels on a straight-line basis over their estimated useful lives, estimated to be 25 years from the date of initial delivery from the shipyard. Depreciation is based on cost of the vessel less its residual value which is estimated to be $300 per light-weight ton. An increase in the estimated useful life of a vessel or in its residual value would have the effect of decreasing the annual depreciation charge and extending it into later periods. A decrease in the useful life of ~~the~~a vessel or in the residual value would have the effect of increasing the annual depreciation charge. The estimated residual value of the vessels may not represent the fair value at any one time since market prices of light-weight tons tend to fluctuate.

A decrease in the useful life of the vessel may occur as a result of poor vessel maintenance performed, harsh ocean-going and weather conditions that the vessel is subject to, or poor quality of the shipbuilding yard. When regulations place limitations over the ability of a vessel to trade on a worldwide basis, the ~~vessel's~~vessel’s useful life is adjusted at the date such regulations become effective. Weak freight markets may result in owners scrapping more vessels and scrapping them earlier due to unattractive returns. An increase in the useful life of the vessel may result from superior vessel maintenance performed, favorable ocean-going and weather conditions the vessel is subjected to, superior quality of the shipbuilding yard, or high freight rates which result in owners scrapping the vessels later due to attractive cash flows.

Impairment of vessels: We evaluate the existence of impairment indicators whenever events or changes in circumstances indicate that the carrying values of our long-lived assets are not recoverable. Such indicators of potential impairment include, vessel sales and purchases, business plans and overall market conditions. If there are indications for impairment present, we determine undiscounted projected net operating cash flows for each vessel and compare it to the ~~vessel's~~vessel’s carrying value. If the carrying value of the related vessel exceeds its undiscounted future net cash flows, the carrying value is reduced to its fair value.

The carrying values of our vessels may not represent their fair market value at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. During the past years, the market values of vessels have experienced particular volatility, with substantial declines in many vessel classes. As a result, the charter-free market value, or basic market value, of certain of our vessels may have declined below those vessels' carrying value, even though we would not impair those vessels' carrying value under our accounting impairment policy, due to our belief that future undiscounted cash flows expected to be earned by such vessels over their operating lives would exceed such vessels' carrying amounts.

Although we believe that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. There can be no assurance as to how long charter rates and vessel values will remain at their current levels or whether they will improve or decrease by any significant degree. Charter rates may be at depressed levels for some time, which could adversely affect our revenue and profitability, and future assessments of vessel impairment.

In order to perform the undiscounted cash flow test, we make assumptions about future charter rates, commissions, vessel operating expenses, dry-dock costs, fleet utilization, scrap rates used to calculate estimated proceeds at the end of ~~vessels'~~vessels’ useful lives and the estimated remaining useful lives of the vessels. These assumptions are based on historical trends as well as future expectations. The projected net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days (based on the ten year historical averages of the one-year, three-year and five-year time charter rates) over the remaining useful life of each vessel, which we estimate to be 25 years from the date of initial delivery from the shipyard. Expected outflows for scheduled ~~vessels'~~vessels’ maintenance and vessel operating expenses are based on historical data, and adjusted annually assuming an average annual inflation derived from the most recent twenty-year average consumer price index. Effective fleet utilization, average commissions, dry-dock costs and scrap values are also based on historical data.

Table of Contents

During 2016, due to the fact that the charter-free market value of M/T Eco Fleet was $0.7 million lower than its carrying amount, we considered that to be an indicator of potential impairment. We performed the undiscounted cash flow test for M/T Eco Fleet as of December 31, 2016In both 2022 and ~~determined that its carrying amount was recoverable.~~

~~Due to the fact that in 2017~~2023, tanker values ~~were increasing~~increased and as a result in both years the charter-free market value of each vessel of our fleet was higher than its carrying ~~amount,~~amount. As such we had no indicators of potential impairment and did not perform the undiscounted cash flow ~~test.~~test for any vessel of our fleet.Therefore, for the years ended December 31, 2022 and 2023, this is not considered a critical accounting estimate.

~~New accounting pronouncements:~~ ~~See "Item~~

Also see “Item 18. Financial Statements—Note 2—Significant Accounting ~~Policies –Recent Accounting Pronouncements."~~Policies”

B.	~~Liquidity and Capital Resources~~

Since our formation, our principal source of funds has been equity provided by our shareholders through equity offerings, at the market sales, operating cash flow, long-term borrowing, short-term borrowings, related party short-term borrowings and sale of vessels. Our principal use of funds has been capital expenditures to establish and grow our fleet, maintain the quality of our vessels, comply with international shipping standards and environmental laws and regulations and fund working capital requirements.

Our business is capital intensive and its future success will depend on our ability to maintain a high-quality fleet through the acquisition of newer vessels and the selective sale of older vessels. Our practice has been to acquire vessels using a combination of funds received from equity investors and bank debt secured by mortgages on our vessels. Future acquisitions are subject to management's expectation of future market conditions, our ability to acquire vessels on favorable terms and our liquidity and capital resources.

~~As of December 31, 2017, we had a total indebtedness of $103.9 million, which after excluding unamortized financing fees amounts to $106.2 million.~~

As of December 31, 2017, our cash and cash equivalent and restricted cash balances amounted to $30.6 million, mainly held in U.S. Dollar accounts, $6.5 million of which are classified as restricted cash.

~~Working Capital Requirements and Sources of Capital~~

~~As of December 31, 2017, we had a working capital surplus (current assets less current liabilities) of $3.5 million.~~

As of December 31, 2017, we had available committed undrawn balances of $51.8 million. We believe that for the following twelve months we can source the necessary funds to meet our capital commitment needs. We expect to finance our unfinanced capital commitments (please see Item 5~~. Operating and Financial Review and Prospects-B. Liquidity and Capital Resources-~~Tabular Disclosure of Contractual Obligations) with cash on hand, operational cash flow, debt or equity issuances, or a combination thereof and other sources such as funds from our controlling shareholder and CEO, Mr. Pistiolis, if required. ~~If the Company is unable to arrange debt or equity financing for its newbuilding vessels, it is probable that the Company may also consider selling the respective newbuilding contracts.~~

Our operating cash flow for the year ended December 31, 2018 is expected to increase compared to the same period in 2017, as we expect to generate more revenue from employing seven of our vessels for a full financial year as well as employing M/T Eco Palm Desert for approximately four months, as opposed to the year ended December 31, 2017, when only six vessels were employed for a full year, since M/T Stenaweco Elegance was employed for approximately ten months and M/T Eco Palm Desert was still under construction. The above is estimated for 2018 on the basis of the vessels' commitments to non-cancellable time charter contracts.

~~Cash Flow Information~~

~~Cash and cash equivalents and restricted cash were $5.6 million and $30.6 million as of December 31, 2016 and 2017 respectively.~~

~~Net Cash from Operating Activities.~~

Net cash used in operating activities decreased by $6.0 million, or 90%, for 2017 to $0.7 million, compared to $6.7 million for 2016. Net cash used in operating activities increased by $8.1 million, or 583%, for 2016 to $6.7 million, compared to $(1.4) million for 2015.

Non-cash adjustments to reconcile net loss to net cash provided by operating activities for the year ended December 31, 2017 totaled $15.3 million. This consisted mainly of $8.3 million of amortization of debt discounts; of $5.7 million of depreciation expenses; $1.7 million of amortization and write offs of deferred financing costs; $1.7 million of amortization of prepaid bareboat charter hire and $0.1 million of depreciation of other fixed assets, offset by a $1.1 million write-off of short term notes, a non-cash gain of $0.9 million and a $0.2 million unrealized gains from the valuation of derivative financial instruments. The cash inflow from operations was offset by a $1.0 million decrease in current liabilities, offset by a $0.2 million increase in current assets.

Non-cash adjustments to reconcile net loss to net cash provided by operating activities for the year ended December 31, 2016 totaled $3.1 million. This consisted mainly of $3.6 million of depreciation expenses; $1.6 million of amortization of prepaid bareboat charter hire; $0.7 million unrealized loss from the valuation of derivative financial instruments; $0.2 million of amortization and write offs of deferred financing costs and $0.2 million relating to share-based compensation, offset by a non-cash gain of $3.2 million. The cash inflow from operations resulted mainly from a $3.0 million increase in current liabilities, offset by a $0.5 million increase in current assets.

Non-cash adjustments to reconcile net loss to net cash provided by operating activities for the year ended December 31, 2015 totaled $6.6 million. This consisted mainly of $3.1 million of impairment charges; $1.4 million of amortization of prepaid bareboat charter hire; $0.9 million of depreciation expenses; $0.6 million unrealized loss from the valuation of derivative financial instruments; $0.5 million of amortization and write offs of deferred financing costs; and $0.1 million relating to share-based compensation. The cash inflow from operations resulted mainly from a $0.2 million decrease in current assets and a $0.3 million increase in current liabilities..

~~Net Cash from Investing Activities.~~

Net cash used in investing activities in the year ended December 31, 2017 was $59.1 million, consisting mainly of $34.7 million cash paid for vessel acquisitions, $17.6 million cash paid for investments in unconsolidated joint ventures and $6.8 million cash paid for vessels under construction.

Net cash used in investing activities in the year ended December 31, 2016 was $77.1 million, consisting mainly of $73.4 million cash paid for vessels under construction and a $3.7 million increase in restricted cash.

Net cash used in investing activities during 2015 was $0.8 million, consisting of $53.4 million cash paid for vessel under construction and a $1.6 million increase in restricted cash. These were partially offset by $54.2 million in net proceeds from the sale of M/T Stenaweco Energy and M/T Stenaweco Evolution.

~~Net Cash from Financing Activities.~~

Net cash provided from financing activities in the year ended December 31, 2017 was $83.4 million, consisting of $68.8 million of proceeds from short term notes, $24.8 million from long term debt, $9.7 million of proceeds our common stock purchase agreement, $7.5 million of proceeds from the sale of our Series C convertible preferred shares, $3.1 million of proceeds from related party debt (Family Trading Facility) and $1.6 million of proceeds from warrants exercised. These inflows were partially offset by $12.9 million in excess of purchase price over book value of vessels, $9.5 million of scheduled debt repayments, $7.2 million prepayments of related party debt (Family Trading Facility), $1.3 million of equity offering related costs and $1.2 million payments of financing costs.

Net cash provided by financing activities in the year ended December 31, 2016 was $ 67.8 million, consisting of $65.4 million of proceeds from long term debt ($42.2 million from the ABN Facility and $23.2 million from the NORD/LB Facility), $5.8 million of proceeds from warrants exercised, $2.0 million of proceeds from the issuance of Series B convertible preferred stock and $0.2 million of net proceeds from related party debt (Family Trading Facility). These inflows were partially offset by $5.1 million of scheduled debt repayments, $0.4 payments of financing costs and $0.1 payments of Series B convertible preferred stock issuance costs.

Net cash provided by financing activities for 2015 was $4.9 million, consisting of $28.3 million of proceeds from debt ($22.2 million from the ABN Facility, $2.3 million from the Atlantis Facility and $3.8 million from the Family Trading Facility). These were partially offset by $21.7 million of prepayment of the Alpha Bank and Atlantis Ventures facilities, $1.0 million of payments for financing costs, $0.5 million of scheduled debt repayments and by $0.2 million of issuance costs relating to the follow-on offering we priced on June 6, 2014.

~~Debt Facilities~~

~~Please see "Item 18. Financial Statements—Note 9—Debt." for more detailed information.~~

~~ABN Facility~~

On July 9, 2015, we entered into the ABN Facility for up to $42.0 million to partly finance the vessels M/T Eco Fleet and M/T Eco Revolution. The facility was subsequently amended on September 28, 2015 to increase the borrowing limit to $44.4 million ($22.2 million per vessel). The ABN Facility is repayable in 12 consecutive quarterly installments of $0.5 million each and 12 consecutive quarterly installments of $0.4 million each, commencing on October 13, 2015 for the M/T Eco Fleet and on April 15, 2016 for the M/T Eco Revolution plus a balloon installment of $11.4 million payable together with the last installment in July 2021 and in January 2022, respectively, for each vessel. The facility bears interest at LIBOR plus a margin of 3.9%.

On August 1, 2016, we amended the ABN Facility to increase the borrowing limit to $64.4 million and added another $20 million tranche to the loan, "Tranche C", which is secured by vessel M/T Nord Valiant. Tranche C is repayable in 12 consecutive quarterly installments of $0.6 million each and 12 consecutive quarterly installments of $0.4 million each, commencing on November 2016, plus a balloon installment of $9.1 million payable together with the last installment in August 2022. Apart from the inclusion of M/T Nord Valiant as a collateralized vessel and the reduction of the margin to 3.75% (applicable only to Tranche C), no other material changes were made to the ABN Facility.

We drew down $21.0 million under the ABN Facility on July 13, 2015 to finance the last shipyard installment of M/T Eco Fleet and another $1.2 million on September 30, 2015. Furthermore, we drew down $22.2 million under the ABN Facility on January 15, 2016 to finance the last shipyard installment of M/T Eco Revolution. Finally, on August 5, 2016 we drew down $20.0 million under the Tranche C of the ABN facility to partly finance the last shipyard installments of M/T Nord Valiant (see "Item 18. Financial Statements—Note 9—Long term debt.").

The ABN Facility contains various covenants, including (i) an asset cover ratio of 130%, (ii) a ratio of total net debt to the aggregate market value of our fleet, current or future, of no more than 75% and (iii) minimum free liquidity of $0.75 million per collateralized vessel. Additionally, the ABN Facility contains restrictions on our ability and our shipowning subsidiaries ability to incur further indebtedness or guarantees. It also restricts us and our shipowning companies from paying dividends if such a payment would result in an event of default or in a breach of covenants under the loan agreement.

~~The ABN Facility is secured as follows:~~

~~First priority mortgage over M/T Eco Fleet, M/T Eco Revolution and M/T Nord Valiant;~~

~~Assignment of insurance and earnings of the mortgaged vessels;~~

~~Specific assignment of any time charters with duration of more than 12 months;~~

~~Corporate guarantee of TOP Ships Inc.;~~

~~Pledge of the shares of the shipowning subsidiaries; and~~

~~Pledge over the earnings account of the vessels.~~

The outstanding balance of the ABN Facility was $53.5 million as of December 31, 2017 (excluding deferred finance fees). As of the date of this annual report, we are in compliance with the covenants contained in the ABN Facility.

~~NORD/LB Facility~~

On May 11, 2016, we entered into the NORD/LB Facility for $23.2 million for the financing of the vessel M/T Stenaweco Excellence. The credit facility is repayable in 28 consecutive quarterly installments of $0.5 million, commencing in August 2016, plus a balloon installment of $9.5 million payable together with the last installment in May 2023. We drew down $23.2 million under the NORD/LB Facility on May 13, 2016 to finance the last shipyard installment of the M/T Stenaweco Excellence. The NORD/LB Facility bears interest at LIBOR plus a margin of 3.43% (see "Item 18. Financial Statements—Note 9—Long term debt.").

The facility contains various covenants, including (i) an asset cover ratio of 125% for the first three years and 143% thereafter, (ii) a ratio of total net debt to the aggregate market value of our fleet, current or future, of no more than 75% and (iii) minimum free liquidity of $0.75 million per collateralized vessel and $0.5 million per bareboated chartered-in vessel. Additionally, the facility contains restrictions on us and our shipowning company incurring further indebtedness or guarantees. It also restricts us and our shipowning company from paying dividends if such a payment would result in an event of default or in a breach of covenants under the loan agreement.

~~The facility is secured as follows:~~

~~First priority mortgage over M/T Stenaweco Excellence;~~

~~Assignment of insurance and earnings of the mortgaged vessel;~~

~~Specific assignment of any time charters with duration of more than 12 months;~~

~~Corporate guarantee of TOP Ships Inc.;~~

~~Pledge of the shares of the shipowning subsidiary;~~

~~Pledge over the earnings account of the vessel.~~

The outstanding balance of the NORD/LB Facility was $20.1 million as of December 31, 2017 (excluding deferred finance fees). As of the date of this annual report, we are in compliance with the covenants contained in the NORD/LB Facility.

~~Alpha Bank Facility~~

On July 20, 2016, Eco Seven that was later acquired by us entered into a credit facility with Alpha Bank of Greece for $23.4 million ("the Alpha Bank facility") for the financing of the vessel M/T Stenaweco Elegance. The credit facility is repayable in 12 consecutive quarterly installments of $0.4 million and 20 consecutive quarterly installments of $0.3 million, commencing in May 2017, plus a balloon installment of $12.5 million payable together with the last installment in February 2025. The facility bears interest at LIBOR plus a margin of 3.50%.

~~We drew down $23.4 million under the Alpha Bank facility on February 24, 2017 to finance the last shipyard installment of the M/T Stenaweco Elegance.~~

The facility contains various covenants, including (i) an asset cover ratio of 125%, (ii) a ratio of total net debt to the aggregate market value of our fleet, current or future, of no more than 75%, (iii) minimum free liquidity of $0.75 million per collateralized vessel, (iv) EBITDA is required to be greater than 120% of fixed charges and (v) market value adjusted net worth is required to be greater than or equal to $20.0 million. It also restricts the shipowning company from incurring further indebtedness or guarantees and from paying dividends if such a payment would result in an event of default or in a breach of covenants under the loan agreement.

~~The facility is secured as follows:~~

~~First priority mortgage over M/T Stenaweco Elegance;~~

~~Assignment of insurance and earnings of the mortgaged vessel;~~

~~Specific assignment of any time charters with duration of more than 12 months;~~

~~Corporate guarantee of Top Ships Inc.;~~

~~Pledge of the shares of the shipowning subsidiary;~~

~~Pledge over the earnings account of the vessel.~~

The outstanding balance of the Alpha Bank Facility was $22.2 million as of December 31, 2017 (excluding deferred finance fees). As of the date of this annual report, we are in compliance with the covenants contained in the Alpha Bank Facility.

~~AT Bank Senior Facility~~

On September 5, 2017, we entered into a credit facility with AT Bank for $23.5 million to fund the delivery of M/T Eco Palm Desert (the "AT Bank Senior Facility"), due for delivery in the third quarter of 2018. This facility is repayable in 20 consecutive quarterly installments of $0.3 million, commencing three months from draw down, and a balloon payment of $17.0 million payable together with the last installment. The facility bears interest at LIBOR plus a margin of 4.00%.

The facility contains various covenants, including (i) an asset cover ratio of 115% for the first year, 120% for the second year, 125% for the third year and 140% thereafter, (ii) a ratio of total net debt to the aggregate market value of our fleet, current or future, of no more than 75% and (iii) minimum free liquidity of $0.75 million per collateralized vessel and $0.5 million per bareboated chartered-in vessel. Additionally, the facility contains restrictions on the shipowning company incurring further indebtedness or guarantees and paying dividends.

~~The facility is secured as follows:~~

~~First priority mortgage over M/T Eco Palm Desert;~~

~~Assignment of insurance and earnings of the mortgaged vessel;~~

~~Specific assignment of any time charters with duration of more than 12 months;~~

~~Corporate guarantee of Top Ships Inc.;~~

~~Pledge of the shares of the shipowning subsidiary;~~

~~Pledge over the earnings account of the vessel.~~

~~As of December 31, 2017, we have not drawn down any amounts under the AT Bank Senior Facility.~~

~~AT Bank Predelivery Facility~~

On September 5, 2017, we entered into a credit facility with AT Bank for $9.0 million for the pre-delivery financing of M/T Eco Palm Desert (the "AT Bank Predelivery Facility"). This facility can be drawn down in five tranches to finance in full the last five pre-delivery instalments of M/T Eco Palm Desert due for payment between August 2017 and May 2018 and will be repaid from the proceeds of the AT Bank Senior Facility on the drawdown of the latter. The facility bears interest at LIBOR plus a margin of 8.50%.

The facility contains various covenants, including a ratio of total net debt to the aggregate market value of the our fleet, current or future, of no more than 75% and minimum free liquidity of $0.75 million per collateralized vessel and $0.5 million per bareboated chartered-in vessel. Additionally, the facility contains restrictions on the subsidiary that owns the newbuilding contract from incurring further indebtedness or guarantees and from paying any dividends.

~~The facility is secured as follows:~~

~~Assignment to the bank of the newbuilding contract and of the respective refund guarantee of M/T Eco Palm Desert;~~

~~Corporate guarantee of Top Ships Inc.;~~

~~Pledge of the shares of the subsidiary owning the newbuilding contract;~~

We drew down $1.5 million under the AT Bank Predelivery Facility in September 2017, to finance one shipyard installment of M/T Eco Palm Desert and as of December 31, 2017 the outstanding balance of the facility is $1.5 million and has an undrawn balance of $7.5 million.

~~Amended Family Trading Credit Facility~~

On December 23, 2015, we entered into an unsecured revolving credit facility with Family Trading ("the Family Trading facility"), a related party owned by the Lax Trust, for up to $15.0 million to be used to fund our newbuilding program and working capital relating to our operating vessels. This facility was repayable in cash no later than December 31, 2016, but we had the option to extend the facility's repayment up to December 31, 2017. On December 28, 2016 the maturity of the Family Trading facility was extended to January 31, 2017 and on January 27, 2017 the maturity of the Family Trading loan was extended to February 28, 2017 with all terms remaining the same.

On February 21, 2017, we amended and restated the Family Trading Credit Facility (the "Amended Family Trading Credit Facility") in order to, among other things, remove any limitation in the use of funds drawn down under the facility, reduce the mandatory cash payment due under the facility when the we raise capital through the issuance of certain securities, remove the revolving feature of the facility, and extend the facility for up to three years. Additionally, the interest rate of the facility increased to 10% (from 9%) and the commitment fee decreased to 2.5% (from 5%). Further, under the terms of the Amended Family Trading Credit Facility, if we raise capital via the issuance of warrants, debt or equity, we are obliged to repay any amounts due under the Amended Family Trading Credit Facility and any accrued interest and fees up to the time of the issuance in cash or in Common Shares at Family Trading's option. Family Trading retains the right to delay this mandatory repayment at its absolute discretion. For the first six months after the execution of the facility, no more than $3.5 million could be mandatorily prepaid in cash. Subject to certain adjustments pursuant to the terms of the Amended Family Trading Credit Facility, the number of common shares to be issued as repayment of the amounts outstanding under the facility will be calculated by dividing the amount redeemed by 80% of the lowest daily Volume-Weighted Average Price ("VWAP") of our common shares on the Nasdaq Capital Market during the twenty consecutive trading days ending on the trading day prior to the payment date (the "Applicable Price"), provided, however, that at no time shall the Applicable Price be lower than $0.60 per common share (the "Floor Price").

~~Further, in the case where we raise capital (whether publicly or privately) and the Applicable Price is higher than the lowest of (henceforth the "Issuance Price"):~~

~~a. the price per share issued upon an equity offering;~~

~~b. the exercise price of warrants or options for common shares;~~

~~c. the conversion price of any convertible security into common shares; or~~

d. the implied exchange price of the common shares pursuant to an asset to equity or liability to equity swap, , then the Applicable Price will be reduced to the Issuance Price. Finally, in case the Applicable Price is higher than the exercise price of our warrants, the Applicable Price will be reduced to the exercise price of such outstanding warrants. As of December 31, 2017, the outstanding amount under the Amended Family Trading Credit Facility is $0. The Company during 2017 has drawn $3.1 million and repaid $7.2 million and has an undrawn balance of $11.9 million under the Family trading Facility.

~~Unsecured Promissory Notes~~

In 2017, we issued unsecured promissory notes to Kalani and Xanthe and Crede. For more information, please see "Item 4. Information on the Company—A. History and Development of the Company" and "—Recent Developments".

~~Operating Leases~~

~~M/T's Stenaweco Energy and Stenaweco Evolution~~

On January 29, 2015 and March 31, 2015, we sold and leased back M/T Stenaweco Energy and M/T Stenaweco Evolution, respectively. The sale and leaseback agreements were entered into with a non-related party and generated gross proceeds of $57 million. The vessels have been chartered back on a bareboat basis for seven years at a rate of $8,586 per day and $8,625 per day, respectively. In addition, we have the option to buy back each vessel from the end of year three up to the end of year seven at a purchase prices stipulated in the bareboat agreement depending on when each option is exercised.

The abovementioned sale and leaseback transactions contain customary covenants and event of default clauses, including cross-default provisions and restrictive covenants and performance requirements. Finally, as a consequence of the sale and leaseback agreements, we must maintain a consolidated leverage ratio of not more than 75% and maintain minimum free liquidity of $0.75 million per owned vessel and $0.5 million per bareboated chartered-in vessel. As of December 31, 2017, we are in compliance with the consolidated leverage ratio and the minimum free liquidity covenants.

~~We have treated each sale and leaseback of the abovementioned vessels as an operating lease (please see "Item 18. Financial Statements—Note 6—Leases.").~~

~~Future minimum lease payments:~~

~~Our future minimum lease payments required to be made, relating to the bareboat chartered-in vessels at December 31, 2017, are as follows:~~

Year ending December 31, Bareboat Charter Lease Payments ($ millions)
2018 6.3
2019 6.3
2020 6.3
2021 6.3
2022 1.0
Total 26.2

C.	~~Research and Development, Patents and Licenses, Etc.~~

~~Not applicable.~~

D.	~~Trend Information~~

~~For industry trends, refer to industry disclosure under "Item 4. Information on the Company—B. Business Overview."~~

E.	~~Off-Balance Sheet Arrangements~~

~~None.~~

F.	~~Tabular Disclosure of Contractual Obligations~~

~~The following table sets forth our contractual obligations and their maturity dates as of December 31, 2017 in millions of U.S. dollars:~~

Payments due by period
Contractual Obligations: Total Less than 1 year 1-3 years 3-5 years More than 5 years
(1) (i) Long term debt ^A
$ $119.3 $ $10.2 $ $19.2 $ $46.3 $ 43.6
(ii) Interest ^B
$ $26.9 $ $6.0 $ $11.5 $ $7.4 $ 2.0
(2) (i) Short term debt^C
$ $8.9 $ $8.9 - - -
(ii) Interest^D
- - - - -
(3) Operating leases^E
$ $26.2 $ $6.3 $ $12.6 $ $7.3 -
(4) Vessel Management Fees to CSM ^F
$ $3.6 $ $2.8 $ $0.8 - -
(5) Vessel acquisitions^G
$ $57.8 $ $37.5 $ $20.3 - -
(6) Investments ^H
$ $27.0 $ $5.0 $ 4.5 $ 4.0 $ 13.5
Total $ $269.7 $ $76.7 $ $68.9 $ $65.0 $ 59.1

Relates to the principal repayments of $20.1 million under our NORD/LB Facility, $53.5 million under our ABN Facility, $22.2 million under our Alpha Bank Facility and $23.5 million under our AT Bank Senior Facility (see "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt Facilities").

Relates to estimated interest payments on our ABN Facility, NORD/LB Facility, Alpha Bank Facility and AT Bank Senior Facility, based on our average outstanding debt. In the cases there are no Interest Rate Swap agreements in place, we have assumed a LIBOR of 2.5% going forward (see "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt Facilities" and "Item 11. Quantitative and qualitative disclosures about market risk—Interest Rate Risk").

C.	Relates to the principal repayments under our unsecured note with Crede, assuming no further drawdowns and settlement in full in 2018. (see "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt Facilities").

D.	Relates to estimated interest payments under our unsecured note with Crede, assuming no further drawdowns and settlement in full in 2018. (see "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt Facilities").

E.	~~Relates to the bareboat hire payable for M/T Stenaweco Energy and M/T Stenaweco Evolution.~~

Relates to our obligation for monthly management fees under our new letter agreement with CSM for all the vessels in our fleet. These fees also cover the provision of services rendered in relation to the maintenance of proper books and records, services in relation to financial reporting requirements under SEC and NASDAQ rules as well as newbuilding supervision services. Please see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Central Shipping Monaco Letter Agreement, Management Agreements, and Other Agreements."

Relates to the remaining installments for the acquisition of our two newbuilding vessels in 2018. Please see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Newbuilding Acquisitions". These amounts exclude the remaining installments of the vessels belonging to our Joint Venture with Gunvor. Note that after the acquisition of Hull No 8242, Hull No 874 and Hull No 875 that we agreed on January 2017, the contractual obligations for vessel acquisitions will be $209.3 million, $66.2 million in 2018 and $143.1 in 2019.

Relates to the remaining installments for the acquisition of the two newbuilding vessels in 2018 that belong to our Joint Venture with Gunvor. These amounts are presented net of expected debt drawdowns under a facility of $38.2 million our 50% owned subsidiaries entered into in March 2018 for the financing of the above-mentioned two newbuilding vessels. Please see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Newbuilding Acquisitions".

~~Other Contractual Obligations:~~

~~We have~~ entered into separate agreements with Central Mare, a related party affiliated with the family of our President, Chief Executive Officer and Director, Evangelos J. Pistiolis, pursuant to which Central Mare furnishes our four executive officers. These agreements were entered into following the termination of prior employment agreements. ~~Please see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Central Mare Letter Agreement, Management Agreements, and Other Agreements."~~

Other major capital expenditures will include funding the maintenance program of regularly scheduled intermediate survey or special survey dry-docking necessary to preserve the quality of our vessels and chartered in vessels, as well as to comply with international shipping standards and environmental laws and regulations. Although we have some flexibility regarding the timing of this maintenance, the costs are relatively predictable. Management anticipates that vessels that are younger than 15 years are required to undergo in-water intermediate surveys 2.5 years after a special survey dry-docking and that such vessels are to be dry-docked every five years. Vessels 15 years or older are required to undergo drydock intermediate survey every 2.5 years and not use in-water surveys for this purpose.

~~G. Safe Harbor~~

Forward-looking information discussed in Item 5 includes assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as "forward-looking statements." We caution that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material. Please see "Cautionary Statement Regarding Forward-Looking Statements" in this annual report.

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.	Directors and Senior Management

Set forth below are the names, ages and positions of our directors, executive officers and key employees. Members of our Board of Directors are elected annually on a staggered basis and each director elected holds office for a three-year term.

Officers are elected from time to time by vote of our Board of Directors and hold office until a successor is elected.

Name	Age		Position
Evangelos J. Pistiolis		4551		Director, President, Chief Executive Officer
~~Vangelis G. Ikonomou~~		53		~~Director, Executive Vice President and Chairman of the Board~~
Alexandros Tsirikos		4449		Director, Chief Financial Officer
Konstantinos Patis		4450		Chief Technical Officer
Vangelis G. Ikonomou	60		Chief Operating Officer
Konstantinos Karelas		45		~~Independent Non-Executive Director~~
~~Alexandros G. Economou~~		4451		Independent Non-Executive Director
Stavros ~~Emmanouil~~Emmanuel		7581		Independent Non-Executive Director
Paolo Javarone		4450		Independent Non-Executive Director

Biographical information with respect to each of our directors and executives is set forth below.

Evangelos J. Pistiolis founded our Company in 2000, is our President and Chief Executive Officer, and has served on our Board of Directors since July 2004. Mr. Pistiolis graduated from Southampton Institute of Higher Education in 1999, where he studied shipping operations and from Technical University of Munich in 1994 with a ~~bachelor's~~bachelor’s degree in mechanical engineering. His career in shipping started in 1992 when he was involved with the day-to-day operations of a small fleet of drybulk vessels. From 1994 through 1995, he worked at Howe Robinson & Co. Ltd., a London shipbroker specializing in container vessels. While studying at the Southampton Institute of Higher Education, Mr. Pistiolis oversaw the daily operations of Compass United Maritime Container Vessels, a ship management company located in Greece.

~~Vangelis G. Ikonomou~~ is our Executive Vice President and Chairman and has served on our Board of Directors since July 2004. Prior to joining the Company, Mr. Ikonomou was the Commercial Director of Primal Tankers Inc. From 2000 to 2002, Mr. Ikonomou worked with George Moundreas & Company S.A. where he was responsible for the purchase and sale of second-hand vessels and initiated and developed a shipping industry research department. Mr. Ikonomou worked, from 1993 to 2000, for Eastern Mediterranean Maritime Ltd., a ship management company in Greece, in the commercial as well as the safety and quality departments. Mr. Ikonomou holds a Master's degree in Shipping Trade and Finance from the City University Business School in London, a bachelor's degree in Business Administration from the University of Athens in Greece and a Navigation Officer Degree from the Higher State Merchant Marine Academy in Greece.

Alexandros Tsirikos has served as our Chief Financial Officer since April 1, 2009. Mr. Tsirikos is a U.K. qualified Chartered Accountant (ACA) and has been employed with TOP Ships Inc. since July 2007 as our Corporate Development Officer. Prior to joining TOP Ships Inc., Mr. Tsirikos was a manager with PricewaterhouseCoopers, or PwC, where he worked as a member of the PwC Advisory team and the PwC Assurance team, thereby drawing experience both from consulting as well as auditing. As a member of ~~PwC's~~PwC’s Advisory team, he led and participated in numerous projects in the public and the private sectors, including strategic planning and business modeling, investment analysis and appraisal, feasibility studies, costing and project management. As a member of the ~~PwC's~~PwC’s Assurance team, Mr. Tsirikos was part of the International Financial Reporting Standards, or IFRS, technical team of PwC Greece and lead numerous IFRS conversion projects for listed companies. He holds a ~~Master's~~Master’s of Science in Shipping Trade and Finance from City University of London and a ~~bachelor's~~bachelor’s degree with honors in Business Administration from Boston University in the United States. He speaks English, French and Greek.

Konstantinos Patis has served as our Chief Technical Officer since January 2018. Mr. Patis holds a ~~Master's~~Master’s of Science and a ~~Bachelor's~~Bachelor’s degree, both in Marine Engineering from the University of Newcastle upon Tyne in the UK, as well as a ~~Bachelor's~~Bachelor’s degree in Naval Architecture from the Technological Educational Institute of Athens, in Greece. He started his carrier in 1997 acting as a Superintendent Engineer, thereafter as Fleet Manager and from 2014 as Technical Manager in various ship management companies in Greece, like Cyprus Sea Lines, Technomar Shipping, Aeolian Investments, Arion Shipping operating diverse fleets of Tankers, Bulk Carriers and Containers and was involved in the technical supervision, repairs, dry docks and construction of new projects.

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Vangelis G. Ikonomou is our Chief Operating Officer. Prior to joining us, Mr. Ikonomou was the Commercial Director of Primal Tankers Inc. From 2000 to 2002, Mr. Ikonomou worked with George Moundreas & Company S.A. where he was responsible for the purchase and sale of second-hand vessels and initiated and developed a shipping industry research department. Mr. Ikonomou worked, from 1993 to 2000, for Eastern Mediterranean Maritime Ltd., a ship management company in Greece, in the commercial as well as the safety and quality departments. Mr. Ikonomou holds a Master’s degree in Shipping Trade and Finance from the City University Business School in London, a bachelor’s degree in Business Administration from the University of Athens in Greece and a Navigation Officer Degree from the Higher State Merchant Marine Academy in Greece.

Konstantinos Karelas has served on our Board of Directors and has been member of the Audit Committee since April 2014. Since 2008, Mr. Karelas has served as the President and CEO of Europe Cold Storages SA, one of the leading companies in the field of refrigeration logistics.

~~Alexandros G. Economou~~

Stavros Emmanuel has served on our Board of Directors since December 31, 2017 and has been member of the Audit Committee since April 2014. Mr. Economou is a member of the Cyprus Bar Association and the New York Bar. He holds an honors LLB degree from the University of Sheffield, an MA degree in Politics and Contemporary History from the London Guildhall University and an LL.M. degree in International Legal Studies from New York University School of Law. Mr. Economou is presently a partner in Chrysses Demetriades & Co. LLC, one of the leading law firms in Cyprus. He has also worked as a visiting attorney with Norton Rose in Brussels and London.

~~Stavros Emmanouil~~ ~~has served on our Board of Directors since~~ December 31~~, 2017~~.2018. Captain Stavros ~~Emmanouil~~Emmanuel has 47 years of experience in the shipping industry and expertise in operation and chartering matters. He obtained a Naval Officers degree from ASDEN Nautical Academy of Aspropyrgos, Greece and earned a Master Mariners degree in 1971. He has worked in various management capacities at Compass United Maritime and Primal Tankers Inc. From 2004 to 2009 he was ~~the~~our Chief Operating ~~Officer of the Company. After~~Officer. Since leaving ~~the Company,~~us, Captain Stavros Emmanuel has been an independent advisor to various shipping companies.

Paolo Javarone has served on our Board of Directors since September 1, 2014. Mr. Javarone is a member of the Italian Shipbrokers Association. From ~~2000,~~2015, Mr. Javarone has been working for Shipping 360 Ltd, a boutique shipbroking company with offices in London and Monaco and before that he has been working since 2000 for Sernavimar S.R.L., one of the most reputable shipbroking houses in Italy, which cooperates with many of the oil major companies and trading associations of the industry. From 1994 to 2000, Mr. Javarone worked for Genoa Sea Brokers in the tanker wing of the company specializing in clean petroleum products and edible markets. Previously, Mr. Javarone worked for S.a.n.a. Eur, a company based in Rome Italy, where he was tasked with supplying energy and offshore supply. Before S.a.n.a., Mr. Javarone worked for Sidermar di Navigazione S.P.A. in the dry cargo field. Mr. Javarone holds a Shipbroker degree from National Agents Association Shipbroking School in Italy and a degree in Shipping Economics and Law from Nautical Maritime School in Italy.

B.	Compensation

During the fiscal year ended December 31, 2017, we paid to the members of our senior management and to our director's aggregate compensation of $3.9 million. We do not have a retirement plan for our officers or directors.

On September 1, 2010, we entered into separate agreements with Central Mare, pursuant to which Central Mare furnishes our four executive officers as described below. On December 10, 2023, our compensation committee comprising independent directors suggested and the board of directors granted to Mr. Evangelos J. Pistiolis a bonus of $5.0 million. During the fiscal year ended December 31, 2023, we paid to the members of our senior management and to our directors aggregate compensation of $0.4 million and declared a $5.0 million bonus to our Chief Executive Officer, which was paid in January 2024. We do not have a retirement plan for our officers or directors and we did not issue any stock options or other securities to them as part of compensation for the fiscal year ended December 31, 2023.

Under the terms of the agreement for the provision of our Chief Executive Officer, we are obligated to pay annual base ~~salary and a minimum cash bonus.~~salary. The initial term of the agreement expired on August 31, 2014 and is automatically extended for successive one-year terms unless Central Mare or we provide notice of non-renewal at least sixty days prior to the expiration of the then applicable term.

If our Chief Executive ~~Officer's~~Officer’s employment is terminated without cause, he is entitled to certain personal and household security costs. If he is removed from our Board of Directors or not re-elected, then his employment terminates automatically without prejudice to Central ~~Mare's~~Mare’s rights to pursue damages for such termination. In the event of a change of control, the Chief Executive Officer is entitled to receive a cash payment of ten million Euros. The agreement also contains death and disability provisions. In addition, the Chief Executive Officer is subject to non-competition and non-solicitation undertakings.

Under the terms of the agreement for the provision of our ~~Executive Vice President and Chairman,~~Chief Operating Officer, we are obligated to pay annual base salary and additional incentive compensation as determined by our Board of Directors. The initial term of the agreement expired on August 31, 2011 and is automatically extended for successive one-year terms unless Central Mare or we provide notice of non-renewal at least sixty days prior to the expiration of the then applicable term.

If our Executive Vice President and Chairman is removed from our Board of Directors or not re-elected, then his employment terminates automatically without prejudice to Central Mare's rights to pursue damages for such termination. In the event of a change of control, he is entitled to receive a cash payment of three ~~years'~~years’ annual base salary. The agreement also contains death and disability provisions. In addition, our ~~Executive Vice President and Chairman~~Chief Operating Officer is subject to non-competition and non-solicitation undertakings.

Under the terms of the agreement for the provision of our Chief Financial Officer, we are obligated to pay annual base salary. The initial term of the agreement expired on August 31, 2012, and is automatically extended for successive one-year terms unless Central Mare or we provide notice of non-renewal at least sixty days prior to the expiration of the then applicable term.

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If our Chief Financial Officer is removed from our Board of Directors or not re-elected, then his employment terminates automatically without prejudice to Central ~~Mare's~~Mare’s rights to pursue damages for such termination. In the event of a change of control, our Chief Financial Officer is entitled to receive a cash payment equal to three ~~years'~~years’ annual base salary. The agreement also contains death and disability provisions. In addition, our Chief Financial Officer is subject to non-competition and non-solicitation undertakings.

Under the terms of our agreement for the provision of our Chief Technical Officer, we are obligated to pay annual base salary. The initial term of the agreement expired on August 31, ~~2011,~~2011; however the agreement is being automatically extended for successive one-year terms unless Central Mare or we provide notice of non-renewal at least sixty days prior to the expiration of the then applicable term. In the event of a change of control, the Chief Technical Officer is entitled to receive a cash payment equal to three ~~years'~~years’ annual base salary. In addition, our Chief Technical Officer is subject to non-competition and non-solicitation undertakings.

~~Equity Incentive Plan~~

On April 15, 2015, our Board of Directors adopted the 2015 Stock Incentive Plan, or the 2015 Plan, under which our directors, officers, key employees as well as consultants and service providers may be granted non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, unrestricted stock and other-equity based-related awards. A total of 1 common share was reserved for issuance under the 2015 Plan, which is administered by the Compensation Committee of our Board of Directors.

On April 15, 2015, we granted 1 restricted share to Central Mare under the 2015 Plan. The share will vest equally over a period of eight years from the date of grant. The fair value of each share on the grant date was $1,962,000.

~~On June 30, 2015, one/eight share of the 2015 Plan vested. The fair value of the share on the vesting date was $1,854,000.~~

~~On June 30, 2016, one/eight share of the 2015 Plan vested. The fair value of the share on the vesting date was $304,200.~~

~~On June 30, 2017, one share/eight of the 2015 Plan vested. The fair value of the share on the vesting date was $252.~~

C.	Board Practices

Our Board of Directors is divided into three classes. Members of our Board of Directors are elected annually on a staggered basis, and each director elected holds office for a three-year term. We currently have ~~three~~two executive directors and ~~four~~three independent non-executive directors. The terms of our Class II directors, Paolo Javarone and Konstantinos Karelas, expires at the annual general meeting of shareholders in 2024. The term of our Class III director, Alexandros Tsirikos, expires at the annual general meeting of shareholders in 2025. The terms of our Class I directors, ~~Konstantinos Karelas,~~ Stavros ~~Emmanouil~~Emmanuel and Evangelos J. Pistiolis expires at the annual general meeting of shareholders in 2020. The term of our Class II directors, Paolo Javarone and Alexandros Economou, expires at the annual general meeting of shareholders in 2018. The term of our Class III directors, Alexandros Tsirikos and Vangelis G. Ikonomou, expires at the annual general meeting of shareholders in 2019.2026.

Committees of our Board of Directors

We currently have an audit committee composed of ~~four~~three independent members, ~~which~~who are responsible for reviewing our accounting controls and recommending to our Board of Directors, the engagement of our outside auditors. Konstantinos Karelas, ~~Alexandros Economou (Chairman),~~ Paolo Javarone and Stavros ~~Emmanouil,~~Emmanuel (Chairman), whose biographical details are included in ~~Item 6~~“Item 6. Directors, Senior Management and Employees” of this Annual Report, are the members of the audit committee, and our Board of Directors has determined that they are independent under the Nasdaq corporate governance rules.

Our compensation committee and nominating and governance committees are currently composed of the following ~~four~~three members: Konstantinos Karelas, ~~Alexandros Economou,~~ Paolo Javarone and Stavros ~~Emmanouil.~~Emmanuel. The compensation committee carries out our Board of ~~Directors'~~Directors’ responsibilities relating to compensation of our executive and non-executive officers and provides such other guidance with respect to compensation matters as the committee deems appropriate. The nominating and governance committee assists our Board of Directors in: (i) identifying, evaluating and making recommendations to our Board of Directors concerning individuals for selections as director nominees for the next annual meeting of stockholders or to otherwise fill vacancies on our Board of Directors; (ii) developing and recommending to our Board of Directors a set of corporate governance guidelines and principles applicable to ~~the Company;~~us; and (iii) reviewing ~~the~~our overall corporate governance ~~of the Company~~ and recommending improvements to our Board of Directors from time to time.

As a foreign private issuer, we are exempt from certain Nasdaq requirements that are applicable to U.S. domestic companies. For a listing and further discussion of how our corporate governance practices differ from those required of U.S. companies listed on Nasdaq, please see ~~Item 16G of this Annual Report.~~“Item 16G. Corporate Governance”.

Employees

We have ~~only one~~no direct ~~employee~~employees, while our four executive officers and a number of administrative employees are furnished to us pursuant to agreements with Central Mare, as described above. Our Fleet Manager ensures that all seamen have the qualifications and licenses required to comply with international regulations and shipping conventions, and that our vessels employ experienced and competent personnel. As of December 31, ~~2015, 2016~~2021, 2022 and ~~2017,~~2023, we employed ~~68, 131~~146, 170 and ~~154 sea going~~178 sea-going employees, indirectly through our ~~sub-managers.~~Fleet Manager.

E.	Share Ownership

The common shares beneficially owned by our directors and senior managers and/or companies affiliated with these individuals are disclosed in ~~"Item~~“Item 7. Major Shareholders and Related Party Transactions—~~B. Related Party Transactions."~~A. Major Shareholders.”

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F.	Disclosure of a registrant’s action to recover erroneously awarded compensation.

None.

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.	Major Shareholders

The following table sets forth the beneficial ownership of our voting securities, comprised of our common shares and Series D Preferred Shares, as of ~~March 29, 2018,~~the date of this annual report, held by: (i) each person or entity that we know beneficially owns 5% or more of our common ~~stock~~shares and (ii) all our executive officers, directors and key employees as a group. Beneficial ownership is determined in accordance with the ~~SEC's~~SEC’s rules. In computing percentage ownership of each person, common shares subject to options held by that person that are currently exercisable or convertible, or exercisable or convertible within 60 days are deemed to be beneficially owned by that person. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. All shareholders of ~~the shareholders, including the shareholders listed in this table,~~common stock are entitled to one vote for each common share held and holders of our Series D Preferred Shares are entitled to 1,000 votes per Series D Preferred Share held. Percentages in the table below are based on 4,626,197 common ~~stock held.~~

Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
Lax Trust ⁽¹⁾
2,600,016 13.3 %

~~_________~~

shares and 100,000 Series D Preferred Shares outstanding as of March 29, 2024.

Name and Address of Beneficial Owner	Number of Shares Owned	Percentage of Class			Percentage of Total Voting Power
Lax Trust ⁽¹⁾	100,000 Series D Preferred Shares ⁽¹⁾		100	%		95.58	%
3 Sororibus Trust⁽²⁾	2,930,718 Common Shares		63.35	%		2.80	%
Evangelos J. Pistiolis⁽³⁾	446,446 Common Shares		9.65	%		0.43	%
Executive officers, directors and key employees⁽⁴⁾	0 Common Shares		0	%		0.00	%

(1)

~~The above information is derived, in part, from the Schedule 13D/A filed with the SEC on March 29, 2018 as updated for subsequent corporate events.~~ The Lax Trust is an irrevocable trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis, our President, Chief Executive Officer and Director. The business address of the Lax Trust is Level 3, 18 Stanley Street, Auckland 1010, New Zealand. As a prerequisite for the Navigare Lease, Mr. Evangelos J. Pistiolis personally guaranteed the performance of the bareboat charters entered in connection with the lease, under certain circumstances, and in exchange, we amended the Certificate of Designations governing the terms of the Series D Preferred Shares, to adjust the voting rights per share of Series D Preferred Shares such that during the term of the Navigare Lease, the combined voting power controlled by Mr. Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of our total voting power, irrespective of any new common or preferred stock issuances, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease. The above percentage ~~ownership~~of total voting power is based on ~~19,573,617 of our common shares~~100,000,000 votes carried by the outstanding which is calculated by taking the sum of (i) 16,973,617 common shares outstanding, and (ii) 2,600,000 common shares issuable upon the exercise of all of the 1,250,000 2014 Warrants currently beneficially owned by Race Navigation. The Lax Trust may also be deemed to hold ~~all of the 100,000 outstanding shares of our Series D Preferred Stock. Each~~ Series D Preferred Share ~~carries 1,000 votes. By its ownership of 100% of our~~(1,000 votes per Series D Preferred ~~Shares, Lax Trust has control over our actions~~Share held).

(2)

The above information is derived, in part, from the Amendment No. 39 to the 13D/A filed with the SEC on February 14, 2024. 3 Sororibus Trust is an irrevocable trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis. The business address of 3 Sororibus Trust is 31 Kitiou Kyprianou, 3036, Limassol, Cyprus. 3 Sororibus Trust is the sole shareholder of Family Trading Inc., or Family Trading, a Marshall Islands corporation, and may be deemed to beneficially own all of the common shares beneficially owned by Family Trading.

(3)	The above information is derived, in part, from the Amendment No. 39 to the 13D/A filed with the SEC on February 14, 2024.

(4)	Excludes the shares held by Mr. Evangelos J. Pistiolis that are reported elsewhere in this table.

As of March ~~28, 2018,~~29, 2024, we had ~~6 shareholders~~one shareholder of record, ~~1 of~~Cede & Co, which ~~were~~is located in the United States and held an aggregate of ~~16,973,599 shares~~4,626,197 of our common ~~stock,~~shares, representing ~~99%~~100% of our outstanding ~~shares of~~ common ~~stock. However, the U.S. shareholder of record is Cede & Co., which held shares of our common stock.~~shares. We believe that the shares held by Cede & Co. include ~~shares of~~ common ~~stock~~shares beneficially owned by both holders in the United States and non-U.S. beneficial owners. We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control.

B.	Related Party Transactions

Please also see ~~"Item~~“Item 18. Financial Statements—Note 5—Transactions with Related Parties."”

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~~Newbuilding Acquisitions~~

~~Between February 2017 and January 2018, we entered into a series of transactions regarding the purchase of M/T Stenaweco Elegance and our newbuilding and joint venture vessels. For more information, please see "Item 4. Information on the Company—A. History and Development of the Company—Recent Developments."~~

(a) Central Mare ~~Letter Agreement, Management Agreements,~~– Executive Officers and Other ~~Agreements:~~Personnel Agreements

On September 1, 2010, we entered into separate agreements with Central Mare, ~~pursuant to which Central Mare furnishes our executive officers to us.~~

~~Central Shipping Monaco Letter Agreement, Management Agreements, and Other Agreements~~

~~On March 10, 2014, we entered into (i) a new letter agreement, or the New Letter Agreement, with CSM,~~ a related party affiliated with the family of our President, Chief Executive Officer and Director, Mr. Evangelos J. Pistiolis, pursuant to which Central Mare provides us with our executive officers (Chief Executive Officer, Chief Financial Officer, Chief Technical Officer and Chief Operating Officer).

The fees charged by and expenses relating to Central Mare for the years ended December 31, 2021, 2022 and 2023 are $0.4 million per year.

(b) Central Shipping Inc. (“CSI”) – Letter Agreement and Management Agreements

On January 1, 2019, we entered into a letter agreement with CSI (“CSI Letter Agreement”), a related party affiliated with the family of Mr. Evangelos J. Pistiolis and ~~(ii)~~on the same date we entered into management agreements, or the CSI Management Agreements, between ~~CSM~~CSI and our vessel-owning ~~subsidiaries.~~

subsidiaries respectively. The ~~New~~CSI Letter Agreement can only be terminated ~~on eighteen months'~~subject to an eighteen-month advance notice, subject to a termination fee equal to twelve months of fees payable under the ~~New~~CSI Letter Agreement.

Pursuant to the ~~New~~CSI Letter Agreement, as well as ~~management agreements~~the CSI Management Agreements concluded between ~~CSM~~CSI and our vessel-owning subsidiaries, ~~from March 10, 2018~~ we pay a ~~technical~~ management fee of ~~$595~~$630 per day per vessel for the provision of technical, commercial, operation, insurance, bunkering and crew management, commencing three months before the vessel is scheduled to be delivered by the ~~shipyard and a commercial management fee of $325 per day per vessel, commencing from the date the vessel is delivered from the~~ shipyard. In addition, the ~~management agreements~~CSI Management Agreements provide for payment to ~~CSM~~CSI of: (i) ~~$541~~$573 per day for superintendent visits plus actual expenses; (ii) a chartering commission of 1.25% on all freight, hire and demurrage revenues; (iii) a commission of 1.00% ofon all gross vessel sale proceeds or the purchase price paid for vessels and (iv) a ~~commission~~financing fee of 0.2% on derivative agreements and loan financing or refinancing. ~~CSM will~~CSI also ~~perform~~performs supervision services for all of our newbuilding vessels while the vessels are under construction, for which we ~~will~~ pay ~~CSM~~CSI the actual cost of the supervision services plus a fee of 7% of such supervision services.

~~CSM~~

CSI provides, at cost, all accounting, reporting and administrative services.

~~The New~~ Finally, the CSI Letter Agreement ~~and~~provides for a performance incentive fee for the provision of management ~~agreements~~services to be determined at our discretion. The CSI Management Agreements have an initial term of five years, after which they will continue to be in effect until terminated by either party subject to an eighteen-month advance notice of termination.

Pursuant to the terms of the ~~management agreements,~~CSI Management Agreements, all fees payable to ~~CSM~~CSI are adjusted annually according to the ~~U.S.~~US Consumer Price Inflation (“CPI”) of the previous ~~year.~~year and, if CPI is less than 2%, then a 2% increase is effected.

~~Atlantis Ventures Ltd unsecured loan~~

The fees charged by and expenses relating to CSI for the years ended December 31, 2021, 2022 and 2023 were $5.7 million, $4.9 million and $3.4 million respectively. For the years ended December 31, 2021, 2022 and 2023, CSI also charged us newbuilding supervision related pass-through costs amounting to $1.2 million, $0.2 million and $0.0 million respectively.

On ~~January 2, 2015,~~September 8, 2021, pursuant to a Sale and Purchase Agreement between the Issuer and Zizzy Charter Co. dated September 8, 2021, we ~~entered into~~issued 2,188 Series E Preferred Shares to Family Trading as partial settlement of the consideration outstanding for the purchase of an ~~unsecured credit facility with Atlantis Ventures Ltd,~~additional 65% ownership interest in each of Julius Caesar Inc. and Legio X Inc., each a ~~related~~party to shipbuilding contracts for VLCC Julius Caesar and VLCC Legio X Equestris, respectively, from a party affiliated with the family of our President, Chief Executive Officer and Director, Evangelos J. Pistiolis, for $2.3 million that was used to pay the penultimate shipyard installment for the M/T Stenaweco Evolution. We had undertaken to repay the loan within 12 monthsMr. Pistiolis. On December 6, 2023, Family Trading converted all of its ~~receipt. The drawdown~~13,452 Series E Preferred Shares into 2,930,718 Common Shares pursuant to the terms of the ~~loan took place on~~Series E Preferred Shares, at a Series E Conversion Price of $4.59. All converted Series E Preferred Shares were cancelled upon conversion and we currently have no Series E Preferred Shares outstanding.

(d) Vessel Acquisitions from affiliated entities

From January ~~5, 2015 and was repaid on January 30, 2015. The loan had a fixed interest rate of 8% per annum, with the first six months being interest-free.~~

~~Sale and purchase brokerage agreement with Navis Finance AS~~

~~On October 2, 2014,~~8, 2021 to September 8, 2021 we entered into a ~~sale and leaseback brokerage agreement~~series of transactions with ~~Navis Finance AS,~~ a ~~company in which Per Christian Haukeness, a member~~number of ~~our Board~~entities affiliated with Mr. Evangelos J. Pistiolis. As of ~~Directors, was one~~December 31, 2023, we don’t owe anything to the previous owners of the ~~founding partners~~newbuilding vessels. For more information on these vessel acquisitions please see “Item 18. Financial Statements—Note 1— Basis of Presentation and General Information.” and “Item 4. Information On the Company - A. History and Development of the Company.”

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(e) Charter Parties with Central Tankers Chartering

On January 6, 2021 we acquired a ~~shareholder until January 2016, when he left the~~shipowning company ~~and stopped being a shareholder. Pursuant to this agreement, we agreed to pay a brokerage commission of 2% on any vessel sale and leaseback for which Navis Finance AS acted as broker. In connection~~from an entity affiliated with ~~the sale and leaseback of~~Mr. Evangelos J. Pistiolis that owned M/T ~~Stenaweco Energy and M/T Stenaweco Evolution in January and March 2015, respectively, we paid~~Eco Oceano CA which was party to a ~~total of $1.1 million in sale and leaseback brokerage commissions pursuant to this agreement~~time charter, with ~~Navis Finance AS.~~

~~Family Trading revolving credit facility and assumption of liabilities~~

~~On October 1, 2010, we entered into a bareboat charter agreement to lease the vessel M/T Delos until September 30, 2015~~Central Tankers Chartering Inc, for a ~~variable~~firm duration of five years at a gross daily rate ~~per year.~~of $32,450, with two optional years at $33,950 and $35,450 at Central Tankers Chartering’s option. The time charter commenced on the date of delivery. On ~~October~~February 22, 2022 we amended the previously agreed time charter with Central Tankers Chartering and increased its firm period from five years to 15 ~~2011, we terminated~~years and reduced the bareboat charter agreement resulting in a termination fee of $5.8 million ("the Delos Termination Fee") that remained outstanding until December 31, 2012. On January 1, 2013, we entered into an agreement with the owner of M/T Delos for the repayment of the remaining balances of the Delos Termination Fee. On December 10, 2015, the owner of M/T Delos notified us that the outstanding balance of the Delos Termination Fee was immediately due and payable, since we had been delaying the installments as per the agreed repayment schedule. On January 12, 2016, Family Trading, a related party owned by the Lax Trust, assumed the outstanding balance of the Delos Termination Fee that amounteddaily rate from $32,450 to ~~$3.8 million (the "Family Trading transaction"). As consideration for the assumption of this liability, Family Trading on January 12, 2016 received 7 of the Company's common shares.~~$24,500. This transaction was approved by a special committee of ~~the independent directors~~our Board of Directors (the “Special Committee”), of which all of the ~~Company. Furthermore on~~directors were independent, after obtaining a fairness opinion from an independent financial advisor.

(f) Personal Guarantees by Mr. Evangelos J. Pistiolis and Related Amendments to the Series D Preferred Shares.

As a prerequisite for the Navigare Lease, Mr. Evangelos J. Pistiolis personally guaranteed the performance of the bareboat charters connected to the lease and in exchange, we agreed to indemnify him for any losses suffered as a result of the guarantee provided, and we amended the Certificate of Designations governing the terms of the Series D Preferred Shares, to adjust the voting rights per share of Series D Preferred Shares such that during the term of the Navigare Lease, the combined voting power controlled by Mr. Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of our total voting power, irrespective of any new common or preferred stock issuances, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease. This personal guarantee comes into effect in the case 120 days have passed and we are still unable to pay down all amounts due under the Navigare Lease, with the exception of amounts due to Navigare due to a total loss, where in this case the personal guarantee will cover an amount equal to all unpaid charter hire and a further amount equivalent to all future charter hire that would have accrued from the date of the total loss up to the end of the charter period and is callable 200 days after the date of the total loss. Due to the related party nature of the transactions involving Mr. Evangelos J. Pistiolis, such transactions were unanimously approved by the Company’s Board of Directors, including all three independent directors.

(g) Issuance of Series F Preferred Shares

On January 17, 2022, we entered into a stock purchase agreement with Africanus Inc., an affiliate of our CEO for the sale of up to 7,560,759 Series F Non-Convertible Perpetual Preferred Shares, par value $0.01, in exchange for (i) the assumption by Africanus Inc. of an amount of $48.0 million of shipbuilding costs for vessels M/T Eco Oceano CA, M/T Julius Caesar and M/T Legio X Equestris, and (ii) settlement of our remaining payment obligations relating to the acquisition in September 8, 2021 of an additional 65% ownership interest in the newbuilding contracts for its two VLCCs, in an amount of up to $27.6 million. A total of 7,200,000 Series F Preferred Shares were issued. On July 8, 2022, we redeemed 865,558 of our Series F Preferred Shares for an aggregate amount of approximately $10.4 million, payable in cash. On December ~~23, 2015~~30, 2022, we redeemed 483,694 of our Series F Preferred Shares for an aggregate amount of approximately $5.8 million, payable in cash. On January 13, 2023, we redeemed 1,000,000 of our Series F Preferred Shares for an aggregate amount of approximately $12.0 million, payable in cash. On March 6, 2023, we redeemed 1,016,667 of our Series F Preferred Shares for an aggregate amount of approximately $12.2 million, payable in cash. On April 19, 2023, we redeemed 174,454 of our Series F Preferred Shares for an aggregate amount of approximately $2.1 million, payable in cash. On February 6, 2024, we fully redeemed all of our outstanding 3,659,627 Series F Preferred Shares for an aggregate amount of approximately $43.9 million, payable in cash. Following completion of the ~~Company~~redemptions, as of the date hereof, we have no Series F Preferred Shares outstanding. In December 2022, 100% of Africanus Inc shares were transferred to 3 Sororibus Trust, which is an irrevocable trust established for the benefit of certain family members of Mr. Pistiolis.

(h) Central Mare Bridge Loan

On January 5, 2022 we entered into an ~~agreement for an~~ unsecured ~~revolving~~ credit facility ~~with Family Trading~~ for up to ~~$15~~$20 million with an affiliate of Mr. Evangelos J. Pistiolis in order to ~~be used to fund~~finance part of the ~~Company's newbuilding program~~shipbuilding cost of our two VLCC newbuildings. A total of $9 million was drawn down. The facility maturity was December 31, 2022. The principal terms of the loan included an arrangement fee of 2%, interest of 12% per annum and ~~working capital relating to~~a commitment fee of 1.00% on the ~~Company's operating vessels. On February 21, 2017,~~undrawn part of the ~~Company amended~~facility. The facility was fully repaid and ~~restated~~terminated on March 4, 2022 from proceeds from the ~~Family Trading Credit Facility (the "Amended Family Trading Credit Facility") (see~~sale of the M/T Eco Los Angeles.

(i) HSBC Bridge Guarantee

As described above under "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt ~~Facilities."~~).Facilities—HSBC Bridge Loan,” Evangelos J. Pistiolis provided a guarantee for the Company’s performance under the HSBC Bridge and charged the Company a 1% fee on the amounts drawn down under the HSBC Bridge.

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C.	Interests of Experts and Counsel

Not applicable.

ITEM 8.

FINANCIAL ~~INFORMATION.~~INFORMATION

A.	Consolidated Statements and Other Financial Information

See ~~"Item~~“Item 18—Financial Statements."”

Legal Proceedings

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. Those claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.

On August 24, 2017, a second purported securities class action complaint was filed in the same court against the same defendants (No. 2:17-cv-05016(LDW) (AYS)) which makes similar allegations and purports to allege violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. Other similar complaints may be filed in the future. We will respond to these complaints (or an amended and/or consolidated complaint) by the appropriate deadline to be set in the future. We and our management believe that the allegations in the complaints are without merit and plan to vigorously defend themselves against the allegations.

Dividend Distribution Policy

The declaration and payment of any future special dividends shall remain subject to the discretion of our Board of Directors and shall be based on general market and other conditions including our earnings, financial strength and cash requirements and availability. Further, pursuant to the Statement of Designations of our Series C Convertible Preferred Shares, we cannot pay cash dividends on any shares of our capital stock (other than on our Series C Convertible Preferred Shares) without the prior written consent of the investor.

B.	Significant Changes

All significant changes have been included in the relevant sections.

ITEM 9.

THE OFFER AND ~~LISTING.~~LISTING

A.	~~Offer and Listing Details~~

Not applicable except for Item 9.A.4. and Item 9.C.

~~Price Range of Common Stock~~

~~The~~Share History and Markets

Since July 23, 2004, the primary trading market for our common ~~stock is~~shares has been Nasdaq on which ~~the~~our shares are now listed under the symbol "TOPS." The following table sets forth the high and low market prices for our common stock for the periods indicated. All share prices have been adjusted to account for all reverse stock splits, the latest being a one-for-ten reverse stock split of our issued and outstanding common shares effective on March 26, 2018. The high and low market prices for our common stock for the periods indicated were as follows:

HIGH LOW
For the Fiscal Year Ended December 31, 2017 $ 891,000.00 $ 2.40
For the Fiscal Year Ended December 31, 2016 $ 1,512,000.00 $ 234,000.00
For the Fiscal Year Ended December 31, 2015 $ 3,221,990.00 $ 481,830.00
For the Fiscal Year Ended December 31, 2014 $ 26,586,000.00 $ 1,818,000.00
For the Fiscal Year Ended December 31, 2013 $ 36,918,000.00 $ 8,821,570.00

“TOPS.”

For the Quarter Ended
December 31, 2017 $ 35.50 $ 2.40
September 30, 2017 $ 396.00 $ 5.90
June 30, 2017 $ 196,200.00 $ 239.20
March 31, 2017 $ 891,000.00 $ 185,420.00
December 31, 2016 $ 1,512,000.00 $ 360,000.00
September 30, 2016 $ 1,512,000.00 $ 266,420.00
June 30, 2016 $ 619,200.00 $ 260,100.00
March 31, 2016 $ 799,200.00 $ 234,000.00

For the Month
March 2018 (through March 28, 2018) $ 2.84 $ 1.30
February 2018 $ 3.50 $ 1.30
January 2018 $ 3.00 $ 1.70
December 2017 $ 5.70 $ 2.40
November 2017 $ 35.50 $ 4.00
October 2017 $ 8.20 $ 3.20
September 2017 $ 15.40 $ 5.90

B.	~~Plan of Distribution~~

~~Not applicable.~~

C.	~~Markets~~

~~Shares of our common stock trade on Nasdaq under the symbol "TOPS."~~

D.	~~Selling Shareholders~~

~~Not applicable.~~

E.	~~Dilution~~

~~Not applicable.~~

F.	~~Expenses of the Issue~~

~~Not applicable.~~

ITEM 10.

ADDITIONAL INFORMATION

A.	Share Capital

Not applicable.

B.	Memorandum and Articles of Association

Purpose

Our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the Marshall Islands Business Corporations Act, or BCA. Our Third Amended and Restated Articles of Incorporation and Amended and Restated By-Laws, as further amended, do not impose any limitations on the ownership rights of our shareholders.

Authorized Capitalization

Our authorized capital stock consists of 1,000,000,000 common shares, par value $0.01 per share, of which ~~16,973,617~~4,626,197 shares were issued and outstanding as of ~~March 29, 2018~~December 31, 2023 and ~~20,000,000~~ 20,000,000 preferred shares with par value of $0.01, ~~and~~of which 100,000 Series D Preferred Shares ~~are~~and 3,659,627 Series F Preferred Shares were issued and outstanding as of ~~March 29, 2018.~~December 31, 2023. On February 6, 2024, we fully redeemed all of our outstanding Series F Preferred Shares pursuant to their terms, following which no Series F Preferred Shares are outstanding. Our Board of Directors has the authority to establish such series of preferred stock and with such designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions as shall be stated in the resolution or resolutions providing for the issue of such preferred stock.

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On September 14, 2016, we declared a dividend of one preferred share purchase right for each outstanding common share and adopted a shareholder rights plan, as set forth in a Stockholders Rights Agreement dated as of September 22, 2016, by and between us and Computershare Trust Company, N.A., as rights agent ~~(now taken over~~(succeeded by our ~~new~~current transfer ~~agent, AST)~~agent), described below under the section entitled "—“—Stockholders Rights ~~Agreement"~~Agreement”. In connection with the Stockholders Rights Agreement, we designated 1,000,000 shares as Series A Participating Preferred Stock, none of which ~~are~~were outstanding as of ~~the date of this annual report.~~December 31, 2023.

As of March 29, 2018, there were also (i) 1,976,389 warrants outstanding, with each warrant currently having an exercise price of $1.20 per common share and entitling its holder to purchase 2.08 common shares, as may be further adjusted and (ii) 300,000 representative warrants outstanding entitling their holders to purchase 1 share at an exercise price of $4,500,000 per share, as may be further adjusted. Pursuant to the terms of the Warrants, holders have the right, but not the obligation, to, in any exercise of Warrants, to use the Conversion Ratio and purchase such proportionate number of common shares based on the variable price in effect on the date of exercise. If using the Conversion Ratio, as of March 29, 2018, each Warrant has an exercise price of $1.65 per common share and entitles its holder to purchase 1.51 common shares, as may be further adjusted. The Conversion Ratio is subject to certain adjustments pursuant to the Series C Statement of Designation. For more information, please see the Series C Statement of Designation, which was filed as an exhibit to our Current Report on Form 6-K with the SEC on February 21, 2017.

Description of Common Shares

Each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding preferred shares, holders of common shares are entitled to receive ratably all dividends, if any, declared by our Board of Directors out of funds legally available for dividends. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of our preferred shares having liquidation preferences, if any, the holders of our common shares will be entitled to receive pro rata our remaining assets available for distribution. Holders of our common shares do not have conversion, redemption or preemptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders of our common shares are subject to the rights of the holders of any preferred shares that we may issue in the ~~future~~.future.

Description of Preferred Shares

Our Third Amended and Restated Articles of Incorporation authorize our Board of Directors to establish one or more series of preferred shares and to determine, with respect to any series of preferred shares, the terms and rights of that series, including the designation of the series, the number of shares of the series, the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series, and the voting rights, if any, of the holders of the series.

~~Description of Series B Convertible Preferred Shares~~

On November 22, 2016, we completed a private placement of up to 3,160 Series B Convertible Preferred Shares for an aggregate principal amount of up to $3.0 million. The Selling Securityholder purchased 1,579 Series B Convertible Preferred Shares at the initial closing of the Transaction and 527 Series B Convertible Preferred Shares on November 28, 2016 for a total of $2.0 million. The Selling Securityholder waived the right to purchase any additional Series B Preferred Shares. The description of the Series B Preferred Shares is incorporated by reference from the Company's registration statement on Form F-3 (333-215577). The description of the Series B Convertible Preferred Shares is subject to and qualified in its entirety by reference to the Securities Purchase Agreement, Certificate of Designation of the Series B Convertible Preferred Shares and Registration Rights Agreement entered into in connection with the private placement. Copies of the Securities Purchase Agreement, Certificate of Designation of the Series B Convertible Preferred Shares and Registration Rights Agreement have been filed as exhibits to our Report on Form 6-K filed with the Commission on November 23, 2016. The waiver agreement was filed as an exhibit to our Report on Form 6-K filed with the Commission on January 10, 2017. As of August 15, 2017, we have issued 18,026 common shares in connection with the conversions of all of our Series B Convertible Preferred Shares, and there are currently no Series B Convertible Preferred Shares outstanding.

~~Description of Series C Convertible Preferred Shares~~

On February 17, 2017, we closed a private placement with a non-U.S. institutional investor for the sale of 7,500 newly issued Series C Convertible Preferred Shares, which are convertible into the Company's common shares, for $7.5 million pursuant to a securities purchase agreement, or the Series C Transaction. The description of the Series C Preferred Shares is incorporated by reference from the Company's registration statement on Form F-3 (333-215577). The description of the Series C Convertible Preferred Shares is subject to and qualified in its entirety by reference to the Securities Purchase Agreement and Statement of Designations, Preferences and Rights of the Series C Convertible Preferred Shares entered into in connection with the private placement. Copies of the Securities Purchase Agreement and Statement of Designations, Preferences and Rights of the Series C Convertible Preferred Shares have been filed as exhibits to our Report on Form 6-K filed with the Commission on February 21, 2017. As of November 8, 2017, we have issued 904,646 common shares in connection with the conversions of all our Series C Convertible Preferred Shares, and there are currently no Series C Convertible Preferred Shares outstanding.

Description of Series D Preferred Shares

On May 8, 2017, we issued 100,000 shares of Series D Preferred Shares to Tankers Family Inc., a company controlled by Lax Trust, which is an irrevocable trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis, for $1,000 pursuant to a stock purchase agreement. Each Series D Preferred Share has the voting power of one thousand (1,000) common shares.

On April 21, 2017, we were informed by ABN Amro Bank that ~~the Company was~~we were in breach of a loan covenant that requires that any member of the family of Mr. Evangelos J. Pistiolis, ~~the Company's President, Chairman and Chief Executive Officer,~~ maintain an ownership interest (either directly and/or indirectly through companies beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) of 30% of ~~the Company's~~our outstanding Common Shares. ABN Amro Bank requested that either the family of Mr. Evangelos J. Pistiolis maintain an ownership interest of at least 30% of the outstanding common shares or maintain a voting rights ~~interest~~interests of above 50% in ~~the Company.~~us. In order to regain compliance with the loan covenant, we issued the Series D Preferred Shares.

The Series D Preferred Stock has the following characteristics:

~~Conversion~~.

Conversion. The Series D Preferred Shares are not convertible into common shares.

~~Voting~~.

Voting. Each Series D Preferred Share has the voting power of 1,000 common shares. As a prerequisite for the Navigare Lease, Mr. Evangelos J. Pistiolis personally guaranteed the performance of the bareboat charters entered in connection with the lease, under certain circumstances, and in exchange, we amended the Certificate of Designations governing the terms of the Series D Preferred Shares, to adjust the voting rights per share of Series D Preferred Shares such that during the term of the Navigare Lease, the combined voting power controlled by Mr. Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of our total voting power, irrespective of any new common or preferred stock issuances, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease.

~~Distributions~~.

Distributions. The Series D Preferred Shares shall have no dividend or distribution rights.

~~Maturity~~.

Maturity. The Series D Preferred Shares shall expire and all outstanding Series D ~~Preferred Shares~~shares shall be redeemed by ~~the Company~~us for par value on the date ~~the currently outstanding loans~~that any financing facility with ~~ABN Amro Bank and NORD/LB, or loans with~~ any ~~other~~ financial institution, which ~~contain covenants that require~~requires that any member of the family of Mr. Evangelos J. Pistiolis ~~the President, Chairman and Chief Executive Officer of the Company, maintain~~maintains a specific minimum ownership or voting interest (either directly and/or indirectly through companies or other entities beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) of ~~the Company's~~our issued and outstanding common shares, respectively, are fully repaid or reach their maturity date. The Series D Preferred Shares shall not be otherwise redeemable. Currently the SLB’s with AVIC, CMBFL, Huarong and Navigare have similar provisions that are satisfied via the existence of the Series D Shares.

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Liquidation, Dissolution or Winding Up.Up. Upon any liquidation, dissolution or winding up of ~~the~~our Company, the Series D Preferred Shares shall have a liquidation preference of $0.01 per share.

~~History~~

~~Our predecessor, Ocean Holdings~~The description of the Series D Convertible Preferred Shares is subject to and qualified in its entirety by reference to the Securities Purchase Agreement, Certificate of Designation of the Series D Preferred Shares, and Certificate of Amendment to the Certificate of Designation. Copies of the Securities Purchase Agreement and Certificate of Designation of the Series D Preferred Shares have been filed as exhibits to our Report on Form 6-K filed with the SEC on May 8, 2017. The Certificate of Amendment to the Certificate of Designation was filed as an exhibit to our Report on Form 6-K filed with the SEC on December 4, 2020.

Description of Series F Preferred Shares

On January 17, 2022, we entered into a stock purchase agreement with Africanus Inc., owned by 3 Sororibus Trust, an irrevocable trust established for the benefit of certain family members of Mr. Pistiolis, for the sale of up to 7,560,759 Series F Non-Convertible Perpetual Preferred Shares, par value $0.01, in exchange for (i) the assumption by Africanus Inc. of an amount of $48.0 million of shipbuilding costs for vessels M/T Eco Oceano CA (Hull No. 871), M/T Julius Caesar and M/T Legio X Equestris (Hull No. 3214), and (ii) settlement of our remaining payment obligations relating to the acquisition in September 8, 2021 of an additional 65% ownership interest in the newbuilding contracts for its two VLCCs, in an amount of up to $27.6 million.

A total of 7,200,000 Series F Preferred Shares were issued. On July 8, 2022, we redeemed 865,558 of our Series F Preferred Shares for an aggregate amount of approximately $10.4 million, payable in cash. On December 30, 2022, we redeemed 483,694 of our Series F Preferred Shares for an aggregate amount of approximately $5.8 million, payable in cash. On January 13, 2023, we redeemed 1,000,000 of our Series F Preferred Shares for an aggregate amount of approximately $12.0 million, payable in cash. On March 6, 2023, we redeemed 1,016,667 of our Series F Preferred Shares for an aggregate amount of approximately $12.2 million, payable in cash. On April 19, 2023, we redeemed 174,454 of our Series F Preferred Shares for an aggregate amount of approximately $2.1 million, payable in cash. On February 6, 2024, we fully redeemed all of our outstanding 3,659,627 Series F Preferred Shares for an aggregate amount of approximately $43.9 million, payable in cash. Following completion of the redemptions, we have no Series F Preferred Shares outstanding.

The Series F Preferred Shares had the following characteristics:

Voting. The holders of Series F Preferred Shares were entitled to the voting power of ten (10) of our common shares per Series F Preferred Share. The holders of Series F Preferred Shares and the holders of common shares voted together as one class on all matters submitted to a vote of shareholders. Except as required by law, the holders of Series F Preferred Shares had no special voting rights and their consent was ~~formed~~not required for taking any corporate action.

Distributions. Upon any liquidation, dissolution or winding up of our Company, the holders of Series F Preferred Shares were entitled to receive the net assets of the Company pari passu with the Common Shares.

Redemption. The Company at its option had the right to redeem a portion or all of the outstanding Series F Preferred Shares. Upon an optional redemption, the Company was required to pay an amount equal to $10 per Series F Preferred Share redeemed (the “Liquidation Amount”), plus a redemption premium of 20% of the Liquidation Amount. The Series F Preferred Shares included a mandatory redemption provision tied to minimum voting requirements for the Company’s major shareholders, including affiliates of the CEO, pursuant to which if such minimum voting rights fell below 50% the Company would be obliged to redeem the full amount of the then outstanding Series F Preferred Shares at a redemption premium of 40%.

Dividends. The holders of outstanding Series F Preferred Shares were entitled to receive semi-annual dividends payable in cash at a rate of 13.5% per year of the Liquidation Amount of the then outstanding Series F Preferred Shares. In addition, a one-time cash dividend equal to 4.0% of the Liquidation Amount was payable to the relevant holders 30 days following the initial issuance of Series F Preferred Shares.

Ranking. All shares of Series F Preferred Shares ranked pari passu with the Company’s common shares.

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Description of June 2022 Warrants and October 2022 Warrants

On June 3, 2022, we entered into a securities purchase agreement with a single unaffiliated institutional investor to purchase approximately $7.2 million of our common shares (or pre-funded warrants in lieu thereof) in a registered direct offering and warrants to purchase common shares in a concurrent private placement (the “June 2022 Warrants”). On June 7, 2022, we issued 19,583 of our common shares and pre-funded warrants to purchase 40,012 common shares in the registered direct offering, and 14,303,000 warrants (the “June 2022 Warrants”) to purchase 59,595 common shares in the concurrent private placement for a purchase price of $120.00 per common share and June 2022 Warrants and $119.976 per pre-funded warrant and June 2022 Warrant.

On October 10, 2022, we entered into a warrant exercise inducement letter agreement (“Inducement Letter”) with an accredited investor that was an existing holder of the June 2022 Warrants, wherein the investor agreed to exercise all of the June 2022 Warrants at an exercise price reduced from $120.00 per share to $81.00 per share, in consideration for the issuance of new warrants (the “October 2022 Warrants”) to purchase up to an aggregate of 89,393 common shares for a purchase price of $81.00 per common share. The net proceeds of the exercise of the June 2022 Warrants to the Company, after deducting estimated expenses and fees, were approximately $4.5 million.

The following description of the characteristics of the October 2022 Warrants is a summary and does not purport to be complete and is qualified by reference to the Form of Common Stock Purchase Warrant attached as an exhibit to our Report on Form 6-K filed with the SEC on October 11, 2022.

Exercisability. The October 2022 Warrants are exercisable at any time after their original issuance and June 7, 2027. The October 2022 Warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the common shares underlying the October 2022 Warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the common shares underlying the October 2022 Warrants under the Securities Act is not effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth in the warrant. No fractional common shares will be issued in connection with the exercise of a warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

Exercise Limitation. A holder will not have the right to exercise any portion of the warrant if the holder (together with its affiliates) would beneficially own in excess of 9.99% of the number of shares of our common shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the October 2022 Warrants.

Exercise Price. The exercise price per whole common share purchasable upon exercise of the October 2022 Warrants is $81.00 per share. The exercise price is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common shares and also upon any distributions of assets, including cash, stock or other property to our shareholders.

Transferability. Subject to compliance with any applicable securities laws and the additional conditions set forth in the October 2022 Warrants certificate, the October 2022 Warrants and all rights hereunder are transferable, in whole or in part, upon surrender of the October 2022 Warrants at our principal office or our designated agent, together with a written assignment of the October 2022 Warrants substantially in the form attached thereto duly executed by the holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.

Fundamental Transactions.In the event of a fundamental transaction, as described in the October 2022 Warrants and generally including, with certain exceptions, any reorganization, recapitalization or reclassification of our common shares, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common shares, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common shares, the holders of the October 2022 Warrants will be entitled to receive upon exercise of the October 2022 Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the October 2022 Warrants immediately prior to such fundamental transaction.

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Rights as a ~~corporation~~Shareholder. Except as otherwise provided in ~~January 2000~~the October 2022 Warrants or by virtue of such holder’s ownership of our common shares, the holder of the October 2022 Warrants does not have the rights or privileges of a holder of our common shares, including any voting rights, until the holder exercises the warrant.

Governing Law. The October 2022 Warrants and the October 2022 Warrants Agreement are governed by New York law.

Description of Class C Warrants

On December 6, 2022, we closed a public offering of 562,500 units, each consisting of one of our common shares and Class C Warrants to purchase one common share, at a price of $24.00 per unit. The gross proceeds of the offering to us, before discounts and commissions and estimated offering expenses, were approximately $13.5 million.

The following description of the characteristics of the Class C Warrants is a summary and does not purport to be complete and is qualified by reference to the Form of Class C Common Stock Purchase Warrant and the Warrant Agency Agreement attached as exhibits to our Report on Form 6-K filed with the SEC on December 14, 2022.

Exercisability. The Class C Warrants are exercisable at any time after their original issuance and at any time up to the date that is five years after their original issuance. The Class C Warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the common shares underlying the Class C Warrants under the ~~laws~~Securities Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the ~~Republic~~common shares underlying the Class C Warrants under the Securities Act is not effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth in the warrant. No fractional common shares will be issued in connection with the exercise of a warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

Exercise Limitation. A holder will not have the right to exercise any portion of the ~~Marshall Islands and renamed Top Tankers Inc.~~warrant if the holder (together with its affiliates) would beneficially own in ~~May 2004. In December 2007, Top Tankers Inc. was renamed TOP Ships Inc. Our~~excess of 4.99% of the number of shares of our common shares ~~are currently listed on Nasdaq~~outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Class C Warrants.

Exercise Price. The exercise price per whole common share purchasable upon exercise of the Class C Warrants was $24.00 per share. The exercise price is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common shares and also upon any distributions of assets, including cash, stock or other property to our shareholders. On February 14, 2023 we entered into a securities purchase agreement with several institutional investors as part of a registered direct equity offering, under which we reduced the exercise price per common share under the ~~symbol "TOPS."~~outstanding Class C Warrants to $16.20 per common share with all other terms remaining unchanged.

Transferability. The Class C Warrants and all rights hereunder are transferable, in whole or in part, upon surrender of the Class C Warrants at our principal office or our designated agent, together with a written assignment of the Class C Warrants substantially in the form attached thereto duly executed by the holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.

Warrant Agent. The Class C Warrants are issued in registered form under the warrant agency agreement between American Stock Transfer & Trust Company, as warrant agent, and us.

Fundamental Transactions.In the event of a fundamental transaction, as described in the Class C Warrants and generally including, with certain exceptions, any reorganization, recapitalization or reclassification of our common shares, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common shares, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common shares, the holders of the Class C Warrants will be entitled to receive upon exercise of the Class C Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Class C Warrants immediately prior to such fundamental transaction.

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Rights as a Shareholder. Except as otherwise provided in the Class C Warrants or by virtue of such holder’s ownership of our common shares, the holder of a Class C Warrant does not have the rights or privileges of a holder of our common shares, including any voting rights, until the holder exercises the warrant.

Governing Law. The Class C Warrants and the Class C Warrant Agreement are governed by New York law.

Description of February 2023 Warrants

On February 14, 2023, we entered into a securities purchase agreement with certain unaffiliated institutional investors to purchase up to 837,094 units, each unit consisting of (i) one common share, par value $0.01 per share (each, a “Common Share”) of the Company and (ii) warrants to purchase one Common Share in a registered direct offering. On February 16, 2023, we issued 837,094 Common Shares and 10,045,185 warrants (the “February 2023 Warrants”) to purchase 837,094 common shares with an exercise price of $16.20 per common share.

The following description of the characteristics of the February 2023 Warrants is a summary and does not purport to be complete and is qualified by reference to the Form of Common Stock Purchase Warrant attached as an exhibit to our Report on Form 6-K filed with the SEC on February 16, 2023.

Exercisability. The February 2023 Warrants are exercisable at any time after their original issuance and through February 16, 2028. The February 2023 Warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the common shares underlying the February 2023 Warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the common shares underlying the February 2023 Warrants under the Securities Act is not effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth in the warrant. No fractional common shares will be issued in connection with the exercise of a warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

Exercise Price. The exercise price per whole common share purchasable upon exercise of the February 2023 Warrants is $16.20 per share. The exercise price is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common shares and also upon any distributions of assets, including cash, stock or other property to our shareholders.

Transferability. Subject to compliance with any applicable securities laws and the additional conditions set forth in the February 2023 Warrants certificate, the February 2023 Warrants and all rights hereunder are transferable, in whole or in part, upon surrender of the February 2023 Warrants at our principal office or our designated agent, together with a written assignment of the February 2023 Warrants substantially in the form attached thereto duly executed by the holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.

Fundamental Transactions.In the event of a fundamental transaction, as described in the February 2023 Warrants and generally including, with certain exceptions, any reorganization, recapitalization or reclassification of our common shares, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common shares, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common shares, the holders of the February 2023 Warrants will be entitled to receive upon exercise of the February 2023 Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the February 2023 Warrants immediately prior to such fundamental transaction.

Rights as a Shareholder. Except as otherwise provided in the February 2023 Warrants or by virtue of such holder’s ownership of our common shares, the holder of a February 2023 Warrants does not have the rights or privileges of a holder of our common shares, including any voting rights, until the holder exercises the warrant.

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Governing Law. The February 2023 Warrants and the February 2023 Warrants Agreement are governed by New York law.

Shareholder Meetings

Under our Amended and Restated By-Laws, annual shareholder meetings will be held at a time and place selected by our Board of Directors. The meetings may be held in or outside of the Marshall Islands. Special meetings of the shareholders, unless otherwise prescribed by law, may be called for any purpose or purposes at any time exclusively by our Board of Directors. Notice of every annual and special meeting of shareholders shall be given at least 15 but not more than 60 days before such meeting to each shareholder of record entitled to vote thereat.

Directors

Our directors are elected by a plurality of the votes cast at a meeting of the shareholders by the holders of shares entitled to vote in the election. Our Third Amended and Restated Articles of Incorporation and Amended and Restated By-laws, as further amended, prohibit cumulative voting in the election of directors.

Our Board of Directors must consist of at least one member and not more than twelve, as fixed from time to time by the vote of not less than 66 2/3% of the entire board. Each director shall be elected to serve until the third succeeding annual meeting of shareholders and until his successor shall have been duly elected and qualified, except in the event of his death, resignation, removal, or the earlier termination of his term of office. Our Board of Directors has the authority to fix the amounts which shall be payable to the members of our Board of Directors, and to members of any committee, for attendance at any meeting or for services rendered to us.

Classified Board

Our Third Amended and Restated Articles of Incorporation provide for the division of our Board of Directors into three classes of directors, with each class as nearly equal in number as possible, serving staggered, three-year terms. Approximately one-third of our Board of Directors will be elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of our company. It could also delay shareholders who do not agree with the policies of our Board of Directors from removing a majority of our Board of Directors for two years.

Election and Removal

Our Third Amended and Restated Articles of Incorporation and Amended and Restated By-Laws require parties other than our Board of Directors to give advance written notice of nominations for the election of directors. Our Third Amended and Restated Articles of Incorporation provide that our directors may be removed only for cause and only upon the affirmative vote of the holders of at least 80% of the outstanding shares of our capital stock entitled to vote for those directors. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

~~Dissenters'~~

Dissenters’ Rights of Appraisal and Payment

Under the BCA, our shareholders have the right to dissent from various corporate actions, including certain mergers or consolidations or sales of all or substantially all of our assets not made in the usual course of our business, and receive payment of the fair value of their shares, subject to exceptions. For example, the right of a dissenting shareholder to receive payment of the fair value of his shares is not available if for the shares of any class or series of shares, which shares at the record date fixed to determine the shareholders entitled to receive notice of and vote at the meeting of shareholders to act upon the agreement of merger or consolidation, were either (1) listed on a securities exchange or admitted for trading on an interdealer quotation system or (2) held of record by more than 2,000 holders. In the event of any further amendment of the articles, a shareholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment. In the event that we and any dissenting shareholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the High Court of the Republic of the Marshall Islands or in any appropriate court in any jurisdiction in which our shares are primarily traded on a local or national securities exchange. The value of the shares of the dissenting shareholder is fixed by the court after reference, if the court so elects, to the recommendations of a court-appointed appraiser.

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~~Shareholders'~~Shareholders’ Derivative Actions

Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the shareholder bringing the action is a holder of common ~~stock~~shares both at the time the derivative action is commenced and at the time of the transaction to which the action relates. ~~On November 20, 2014, we amended our Amended and Restated By-Laws to~~Our Bylaws provide that unless we consent in writing to the selection of alternative forum, the sole and exclusive forum for (i) any ~~shareholders'~~shareholders’ derivative action or proceeding brought on behalf of us, including any such action arising under the ~~Company,~~Exchange Act or the Securities Act (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other ~~employee~~ of ~~the Company~~our employees or ~~the Company's~~our shareholders, (iii) any action asserting a claim arising pursuant to any provision of the BCA, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the High Court of the Republic of the Marshall Islands, in all cases subject to the ~~court's~~court’s having personal jurisdiction over the indispensable parties named as defendants. However, the enforceability of similar forum selection provisions in other companies’ governing documents has been challenged in legal proceedings, and it is possible that in connection with any action a court could find the forum selection provision contained in our Bylaws to be inapplicable or unenforceable in such action. In particular, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. In addition, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Shareholders’ derivative actions, including those arising under the Exchange Act or Securities Act, are subject to our forum selection provision. To the extent that the exclusive forum provision would apply to restrict the courts in which our shareholders may bring claims arising under the Exchange Act or the Securities Act and the rules and regulations thereunder, there is uncertainty as to whether a court would enforce such a provision. Investors cannot waive compliance with the federal securities laws and the rules and regulations promulgated thereunder. For more information regarding the risks connected to the forum selection provision in our Bylaws, see “Item 3. Key Information—D. Risk Factors—Risks Related to our Common Shares— We may not achieve the intended benefits of having a forum selection provision if it is found to be unenforceable.”

Anti-takeover Provisions of our Charter Documents

Several provisions of our Third Amended and Restated Articles of Incorporation and Amended and Restated By-Laws may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our Board of Directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise, that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.

Business Combinations

Our Third Amended and Restated Articles of Incorporation include provisions which prohibit ~~the Company~~us from engaging in a business combination with an interested shareholder for a period of three years after the date of the transaction in which the person became an interested shareholder, unless:

·●

prior to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the Board approved either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder;

·●

upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced;

·●

at or subsequent to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the business combination is approved by the Board and authorized at an annual or special meeting of shareholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested shareholder; and

·●

the shareholder became an interested shareholder prior to the consummation of the initial public offering.

Limited Actions by Shareholders

Our Third Amended and Restated Articles of Incorporation and our Amended and Restated By-Laws provide that any action required or permitted to be taken by our shareholders must be effected at an annual or special meeting of shareholders or by the unanimous written consent of our shareholders.

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Our Third Amended and Restated Articles of Incorporation and our Amended and Restated By-Laws provide that only our Board of Directors may call special meetings of our shareholders and the business transacted at the special meeting is limited to the purposes stated in the notice. Accordingly, a shareholder may be prevented from calling a special meeting for shareholder consideration of a proposal over the opposition of our Board of Directors and shareholder consideration of a proposal may be delayed until the next annual meeting.

Blank Check Preferred Stock

Under the terms of our Third Amended and Restated Articles of Incorporation, our Board of Directors has authority, without any further vote or action by our shareholders, to issue up to 20,000,000 shares of blank check preferred stock. Our Board of Directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management.

Super-majority Required for Certain Amendments to Our By-Laws

On February 28, 2007, we amended our by-laws to require that amendments to certain provisions of our by-laws may be made when approved by a vote of not less than 66 2/3% of the entire Board of Directors. These provisions that require not less than 66 2/3% vote of our Board of Directors to be amended are provisions governing: the nature of business to be transacted at our annual meetings of shareholders, the calling of special meetings by our Board of Directors, any amendment to change the number of directors constituting our Board of Directors, the method by which our Board of Directors is elected, the nomination procedures of our Board of Directors, removal of our Board of Directors and the filling of vacancies on our Board of Directors.

Stockholders Rights Agreement

On September 14, 2016, our Board of Directors declared a dividend of one preferred share purchase right, or a Right, for each outstanding common share and adopted a shareholder rights plan, as set forth in the Stockholders Rights Agreement dated as of September 22, 2016, or the Rights Agreement, by and between ~~the Company~~us and Computershare Trust Company, N.A. (now taken over by our new transfer agent, AST), as rights agent.

The Board adopted the Rights Agreement to protect shareholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group that acquires 15% or more of our outstanding common shares without the approval of our Board of Directors. If a ~~shareholder's~~shareholder’s beneficial ownership of our common shares as of the time of the public announcement of the rights plan and associated dividend declaration is at or above the applicable threshold, that ~~shareholder's~~shareholder’s then-existing ownership percentage would be grandfathered, but the rights would become exercisable if at any time after such announcement, the shareholder increases its ownership percentage by 1% or more.

The Rights may have anti-takeover effects. The Rights will cause substantial dilution to any person or group that attempts to acquire us without the approval of our Board of Directors. As a result, the overall effect of the Rights may be to render more difficult or discourage any attempt to acquire us. Because our Board of Directors can approve a redemption of the Rights for a permitted offer, the Rights should not interfere with a merger or other business combination approved by our Board.

For those interested in the specific terms of the Rights Agreement, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which is an exhibit to the Form 8-A filed by us on September 22, 2016 and incorporated herein by reference. The foregoing description of the Rights Agreement is qualified in its entirety by reference to such exhibit.

The Rights. The Rights trade with, and are inseparable from, our common shares. The Rights are evidenced only by certificates that represent our common shares. New Rights will accompany any new of our common shares ~~of the Company~~ issued after October 5, 2016 until the Distribution Date described below.

Exercise Price. Each Right allows its holder to purchase from ~~the Company~~us one one-thousandth of a share of Series A Participating Preferred Stock, or a Series A Preferred Share, for $50.00, or the Exercise Price, once the Rights become exercisable. This portion of a Series A Preferred Share will give the shareholder approximately the same dividend, voting and liquidation rights as would one common share. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights.

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Exercisability. The Rights are not exercisable until ten days after the public announcement that a person or group has become an ~~"Acquiring Person"~~“Acquiring Person” by obtaining beneficial ownership of 15% or more of our outstanding common shares.

Certain synthetic interests in securities created by derivative positions—whether or not such interests are considered to be ownership of the underlying common shares or are reportable for purposes of Regulation 13D of the Exchange Act—are treated as beneficial ownership of the number of our common shares equivalent to the economic exposure created by the derivative position, to the extent our actual common shares are directly or indirectly held by counterparties to the derivatives contracts. Swaps dealers unassociated with any control intent or intent to evade the purposes of the Rights Agreement are excepted from such imputed beneficial ownership.

For persons who, prior to the time of public announcement of the Rights Agreement, beneficially own 15% or more of our outstanding common shares, the Rights Agreement ~~"grandfathers"~~“grandfathers” their current level of ownership, so long as they do not purchase additional shares in excess of certain limitations.

The date when the Rights become exercisable is the "~~Distribution Date~~."“Distribution Date.” Until that date, our common share certificates (or, in the case of uncertificated shares, by notations in the book-entry account system) will also evidence the Rights, and any transfer of our common shares will constitute a transfer of Rights. After that date, the Rights will separate from our common shares and will be evidenced by book-entry credits or by Rights certificates that ~~the Company~~we will mail to all eligible holders of our common shares. Any Rights held by an Acquiring Person are null and void and may not be exercised.

Series A Preferred Share Provisions

Each one one-thousandth of a Series A Preferred Share, if issued, will, among other things:

·●

not be redeemable;

·●

entitle holders to quarterly dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in our common shares or a subdivision of ~~the~~ our outstanding common shares (by reclassification or otherwise), declared on our common shares since the immediately preceding quarterly dividend payment date; and

·●

entitle holders to one vote on all matters submitted to a vote of ~~the shareholders of the Company.~~our shareholders.

The value of one one-thousandth interest in a Series A Preferred Share should approximate the value of one common share.

Consequences of a Person or Group Becoming an Acquiring Person.

·●

Flip In. If an Acquiring Person obtains beneficial ownership of 15% or more of our common shares, then each Right will entitle the holder thereof to purchase, for the Exercise Price, a number of our common shares (or, in certain circumstances, cash, property or other ~~securities~~ of ~~the Company)~~our securities) having a then-current market value of twice the Exercise Price. However, the Rights are not exercisable following the occurrence of the foregoing event until such time as the Rights are no longer redeemable by ~~the Company,~~us, as further described below.

Following the occurrence of an event set forth in preceding paragraph, all Rights that are or, under certain circumstances specified in the Rights Agreement, were beneficially owned by an Acquiring Person or certain of its transferees will be null and void.

·●

Flip Over. If, after an Acquiring Person obtains 15% or more of our common shares, (i) ~~the Company merges~~we merge into another entity; (ii) an acquiring entity merges into ~~the Company;~~us; or (iii) ~~the Company sells~~we sell or ~~transfers~~transfer 50% or more of its assets, cash flow or earning power, then each Right (except for Rights that have previously been voided as set forth above) will entitle the holder thereof to purchase, for the Exercise Price, a number of our common shares of the person engaging in the transaction having a then-current market value of twice the Exercise Price.

·●

Notional Shares. Shares held by affiliates and associates of an Acquiring Person, including certain entities in which the Acquiring Person beneficially owns a majority of the equity securities, and Notional Common Shares (as defined in the Rights Agreement) held by counterparties to a Derivatives Contract (as defined in the Rights Agreement) with an Acquiring Person, will be deemed to be beneficially owned by the Acquiring Person.

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Redemption. Our Board of Directors may redeem thethe Rights for $0.01 per Right at any time before any person or group becomes an Acquiring Person. If our Board of Directors redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of the Rights will be to receive the redemption price of $0.01 per Right. The redemption price will be adjusted if ~~the Company has~~we have a stock dividend or a stock split.

Exchange.After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of our outstanding common shares, the Board may extinguish the Rights by exchanging one common share or an equivalent security for each Right, other than Rights held by the Acquiring Person. InIn certain circumstances, ~~the Company~~we may elect to exchange the Rights for cash or other ~~securities~~ of ~~the Company~~our securities having a value approximately equal to one common share.

Expiration. The Rights expire on the earliest of (i) September 22, 2026; or (ii) the redemption or exchange of the Rights as described above.

Anti-Dilution Provisions. The Board may adjust the purchase price of the Series A Preferred Shares, the number of Series A Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, or a reclassification of the Series A Preferred Shares or our common shares. No adjustments to the Exercise Price of less than 1% will be made.

Amendments. The terms of the Rights and the Rights Agreement may be amended in any respect without the consent of the holders of the Rights on or prior to the Distribution Date. Thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the holders of Rights, with certain exceptions, in order to (i) cure any ambiguities; (ii) correct or supplement any provision contained in the Rights Agreement that may be defective or inconsistent with any other provision therein; (iii) shorten or lengthen any time period pursuant to the Rights Agreement; or (iv) make changes that do not adversely affect the interests of holders of the Rights (other than an Acquiring Person or an affiliate or associate of an Acquiring Person).

Taxes. The distribution of Rights should not be taxable for federal income tax purposes. However, following an event that renders the Rights exercisable or upon redemption of the Rights, shareholders may recognize taxable income.

C.	Material Contracts

We refer you to ~~"Item~~“Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt Facilities,~~" "Item~~” “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—~~Operating Leases,"~~Financing Commitments under Sale and ~~"Item~~Leaseback Arrangements,” “Item 6. Directors, Senior Management and Employees—B. Compensation”, “Item 7. Major Shareholders and Related Party Transactions—B. Related Party ~~Transactions"~~Transactions”, “Item 18. Financial Statements—Note 5—Transactions with related parties”, “Item 18. Financial Statements—Note 6—Leases” and “Item 18. Financial Statements—Note 7—Debt” for a discussion of our material agreements that we have entered into outside the ordinary course of our business.

Certain of these material agreements that are to be performed in whole or in part at or after the date of this annual report are attached as exhibits to this annual report. Other than these contracts, we have no other material contracts, other than contracts entered into in the ordinary course of business, to which we are a party.

DD.	Exchange controls

The Marshall Islands impose no exchange controls on non-resident corporations.

Taxation

The following is a discussion of the material Marshall Islands and U.S. federal income tax considerations relevant to ~~an investment decision by~~ a U.S. Holder and a Non-U.S. Holder, each as defined below, with respect to the ownership and disposition of our common ~~stock.~~shares. The discussion of U.S. federal income tax matters is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the U.S. Department of the Treasury, or the Treasury Regulations, all of which are subject to change, possibly with retroactive effect. This discussion does not purport to deal with the tax consequences of owning common ~~stock~~shares to all categories of investors, some of which, such as financial institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, insurance companies, persons holding our common shares as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, traders in securities that have elected the mark-to-market method of accounting for their securities, persons liable for the alternative minimum tax or the “base erosion and anti-avoidance” tax, dealers in securities ~~and investors~~or currencies, U.S. Holders, as defined below, whose functional currency is not the U.S. dollar, persons required to recognize income for U.S. federal income tax purposes no later than when such income is included on an “applicable financial statement” and investors that own, actually or under applicable constructive ownership rules, 10% or more of the vote or value of our outstanding shares, may be subject to special rules. This discussion deals only with holders who own hold the common shares as a capital asset. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or ~~foreign~~non-U.S. law of the ownership of common ~~stock.~~shares.

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Marshall Islands Tax Consequences

We are incorporated in the Republic of the Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands withholding tax will be imposed upon payments of dividends by us to our shareholders.

~~U.S. Federal Income Tax Consequences~~

The following are the material United States federal income tax consequences to us of our activities and to U.S. Holders and non U.S. Holders, each as defined below, of our common stock. The following discussion of U.S. federal income tax matters is based on the U.S. Internal Revenue Code of 1986, as amended (the "Code"), judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the U.S. Department of the Treasury (the "Treasury Regulations"), all of which are subject to change, possibly with retroactive effect. The discussion below is based, in part, on the description of our business in "Item 4. Information on the Company—B. Business Overview." above and assumes that we conduct our business as described in that section. Except as otherwise noted, this discussion is based on the assumption that we will not maintain an office or other fixed place of business within the United States. References in the following discussion to "we" and "us" are to TOP Ships Inc. and its subsidiaries on a consolidated basis.

U.S. Federal Income Taxation of Our Company

Taxation of Operating Income: In General

Unless exempt from U.S. federal income taxation under the rules discussed below, a foreign corporation is subject to U.S. federal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, from the participation in a pool, partnership, strategic alliance, joint operating agreement ~~cost sharing arrangements~~ or other joint venture it directly or indirectly owns or participates in that generates such income, or from the performance of services directly related to those uses, which we refer to as ~~"shipping~~“shipping income,"” to the extent that the shipping income is derived from sources within the United States. For these purposes, 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States constitutes income from sources within the United States, which we refer to as ~~"U.S.-source~~“U.S.-source shipping income."”

Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% from sources within the United States. We are not permitted by law to engage in transportation that produces income which is considered to be 100% from sources within the United States.

Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to any U.S. federal income tax.

In the absence of exemption from tax under Section 883 of the Code, our gross U.S.-source shipping income generally would be subject to a 4% tax imposed without allowance for deductions as described below.

Exemption of Operating Income from U.S. Federal Income Taxation

Under Section 883 of the Code and the regulations thereunder, we will be exempt from U.S. federal income tax on our U.S.-source shipping income if:

(1)

we are organized in a foreign country, or our country of organization, that grants an ~~"equivalent exemption"~~“equivalent exemption” to corporations organized in the United States; and

(2)

either

more than 50% of the value of our stock is owned, directly or indirectly, by individuals who are ~~"residents"~~“residents” of our country of organization or of another foreign country that grants an ~~"equivalent exemption"~~“equivalent exemption” to corporations organized in the United States (each such individual a ~~"qualified shareholder"~~“qualified shareholder” and such individuals collectively, ~~"qualified shareholders"~~“qualified shareholders”), which we refer to as the ~~"50%~~“50% Ownership Test,"” or

our stock is ~~"primarily~~“primarily and regularly traded on an established securities ~~market"~~market” in our country of organization, in another country that grants an ~~"equivalent exemption"~~“equivalent exemption” to U.S. corporations, or in the United States, which we refer to as the ~~"Publicly-Traded~~“Publicly Traded Test."”

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The Marshall Islands, ~~and Liberia,~~ the ~~jurisdictions~~jurisdiction where we and our ship-owning subsidiaries are incorporated, ~~each grant~~grants an ~~"equivalent exemption"~~“equivalent exemption” to U.S. corporations. Therefore, we will be exempt from U.S. federal income tax with respect to our U.S.-source shipping income if either the 50% Ownership Test or the Publicly-Traded Test is met.

~~Based~~

In order to satisfy the 50% Ownership Test, a non-U.S. corporation must be able to substantiate that more than 50% of the value of its shares is owned, for at least half of the number of days in the non-U.S. corporation’s taxable year, directly or indirectly, by “qualified shareholders.” For this purpose, qualified shareholders are: (1) individuals who are residents (as defined in the Treasury Regulations) of countries, other than the United States, that grant an equivalent exemption, (2) non-U.S. corporations that meet the Publicly-Traded Test and are organized in countries that grant an equivalent exemption, or (3) certain foreign governments, non-profit organizations, and certain beneficiaries of foreign pension funds. In order for a shareholder to be a qualified shareholder, there generally cannot be any bearer shares in the chain of ownership between the shareholder and the taxpayer claiming the exemption (unless such bearer shares are maintained in a dematerialized or immobilized book-entry system as permitted under the Treasury Regulations). A corporation claiming the Section 883 exemption based on ~~information provided~~the 50% Ownership Test must obtain all the facts necessary to satisfy the IRS that the 50% Ownership Test has been satisfied (as detailed in ~~Schedule 13D and Schedule 13G filings with~~ the ~~SEC and ownership certificates that we obtained from certain of our shareholders, we~~Treasury Regulations). We believe that we ~~do not meet~~satisfied the ~~Publicly Traded~~50% Ownership Test for the taxable year ~~2017, as discussed below.~~2023 and intend to take this position on our U.S. federal income tax return for the 2023 year. This is a factual determination made on an annual basis, and no assurance can be given that we will satisfy the 50% Ownership Test in future taxable years.

In order to satisfy the Publicly-Traded Test, Treasury Regulations provide, in pertinent part, that stock of a foreign corporation will be considered to be ~~"primarily traded"~~“primarily traded” on an established securities market if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any other single country. Our common ~~stock,~~shares, which isare our sole class of issued and outstanding stock that is traded, is and we anticipate will continue to be ~~"primarily traded"~~“primarily traded” on the Nasdaq Capital Market.

The Treasury Regulations also require that our stock be “regularly traded” on an established securities market. Under the Treasury Regulations, our ~~common~~ stock will be considered to be ~~"regularly traded" on an established securities market~~“regularly traded” if one or more classes of our stock representing more than 50% of our outstanding shares, by total combined voting power of all classes of stock entitled to vote and by total combined value isof all classes of stock, are listed on ~~the market,~~one or more established securities markets, which we refer to as the ~~"listing~~“listing threshold.~~" Since our~~” Our common stock, ~~our sole class of issued and outstanding stock,~~which is listed on the Nasdaq Capital Market ~~we will satisfy the listing threshold.~~

Itand is ~~further required that with respect to each~~our only class of publicly-traded stock, relied upon to meet the listing threshold, (i) such class of stock be traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or one-sixth of the days in a short taxable year, which we refer to as the "trading frequency test"; and (ii) the aggregate number of shares of such class of stock traded on such market is at least 10% of the average number of shares of such class of stock outstanding during such year or as appropriately adjusted in the case of a short taxable year, which we refer to as the "trading volume test." We believe we will satisfy the trading frequency and trading volume tests. Even if this weredid not the case, the Treasury Regulations provide that the trading frequency and trading volume tests will be deemed satisfied if, as is the case with our common stock, such class of stock is traded on an established securities market in the United States and such stock is regularly quoted by dealers making a market in such stock.

Notwithstanding the foregoing, the Treasury Regulations provide, in pertinent part, that a class of our stock will not be considered to be "regularly traded" on an established securities market for any taxable year if 50% or more of the vote and value of the outstanding shares of such class of stock are owned, actually or constructively under specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the vote and value of the outstanding shares of such class of stock, which we refer to as the "5% Override Rule."

For purposes of being able to determine the persons who own 5% or more of our stock, or "5% Shareholders," the Treasury Regulations permit us to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the SEC, as having a 5% or more beneficial interest in our common stock. The Treasury Regulations further provide that an investment company identified on a SEC Schedule 13G or Schedule 13D filing which is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% shareholder for such purposes.

In the event the 5% Override Rule is triggered, the Treasury Regulations provide that the 5% Override Rule will not apply if we can establish that among the closely-held group of 5% Shareholders, there are sufficient 5% Shareholders that are considered to be qualified shareholders for purposes of Section 883 of the Code to preclude non-qualified 5% Shareholders in the closely-held group from owning 50% or more of each class of our stock for more than half the number of days during such year. To establish and substantiate this exception to the 5% Override Rule, our 5% Shareholders who are qualified shareholders for purposes of Section 883 of the Code must comply with ownership certification procedures attesting that they are residents of qualifying jurisdictions, and each intermediary or other person in the chain of ownership between us and such 5% Shareholder must undertake similar compliance procedures.

For the 2017 taxable year, we believe that the 5% Override Rule was triggered as 50% or more of the vote and value of our common stock was owned by 5% Shareholders on more than half of the days during the taxable year. However, we do expect to qualify for the exception to the 5% Override Rule because sufficient common shares were held by one or more qualified shareholders to preclude non-qualified 5% Shareholders in the closely-held group from owning 50% or more of the common stock for more than half of the number of days in 2017, and we expect to satisfy the substantiation requirements. Therefore, we intend to take the position for U.S. federal income tax reporting purposes that we are not subject to U.S. federal income taxation for the 2017 taxable year becauseconstitute more than 50% of our ~~stock was not owned~~outstanding shares by ~~non-qualified shareholders that each held 5% or more of our stock. However, due to the factual nature of the issues, we may qualify~~vote for the ~~benefits of Section 883 of~~2023 taxable year, and accordingly, we did not satisfy the ~~Code~~listing threshold for ~~any future~~the 2023 taxable year.

Taxation in the Absence of Exemption under Section 883 of the Code

To the extent the benefits of Section 883 of the Code are unavailable, our U.S.-source shipping income, to the extent not considered to be ~~"effectively connected"~~“effectively connected” with the conduct of a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, which we refer to as the ~~"4%~~“4% gross basis tax regime."” Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on our shipping income would never exceed 2% under the 4% gross basis tax regime.

To the extent the benefits of the exemption under Section 883 of the Code are unavailable and our U.S.-source shipping income is considered to be ~~"effectively connected"~~“effectively connected” with the conduct of a U.S. trade or business, as described below, any such ~~"effectively connected"~~“effectively connected” U.S.-source shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax imposed at ~~rates~~a current rate of ~~up to 35% for the 2017 taxable year (21% for future taxable years)~~21%. In addition, we may be subject to the 30% ~~"branch profits"~~“branch profits” tax on earnings effectively connected with the conduct of such U.S. trade or business, as determined after allowance for certain ~~adjustments, and on certain interest paid or deemed paid attributable to the conduct of such U.S. trade or business.~~adjustments.

Our U.S.-source shipping income would be considered ~~"effectively connected"~~“effectively connected” with the conduct of a U.S. trade or business only if:

·●

We have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and

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·●

substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States, or is leasing income that is attributable to such fixed place of business in the United States.

We do not currently have, nor intend to have or permit circumstances that would result in having, any vessel operating to the United States on a regularly scheduled basis. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S.-source shipping income will be ~~"effectively connected"~~“effectively connected” with the conduct of a U.S. trade or business.

U.S. Taxation of Gain on Sale of Vessels

Regardless of whether we qualify for exemption under Section 883 of the Code, we will not be subject to U.S. federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United ~~States.~~States or will otherwise not be subject to U.S. federal income taxation.

U.S. Federal Income Taxation of U.S. Holders

As used herein, the term ~~"U.S. Holder"~~“U.S. Holder” means a beneficial owner of our common ~~stock that~~shares that:

·●

is a U.S. citizen or resident, U.S. corporation or other U.S. entity taxable as a corporation, an estate the income of which is subject to U.S. federal income taxation regardless of its source, or a trust (i) if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the ~~trust;~~trust or (ii) the trust has in effect a valid election to be treated as a United States person for U.S. federal income tax purposes;

·●

owns the common ~~stock~~shares as a capital asset, generally, for investment purposes; and

·●

owns less than 10% of our common ~~stock~~shares for U.S. federal income tax purposes.

If a partnership holds our common ~~stock,~~shares, the tax treatment of a partner of such partnership will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our common ~~stock,~~shares, you are encouraged to consult your tax advisor.

Distributions

Subject to the discussion of passive foreign investment companies, or PFIC, below, any distributions made by us with respect to our common ~~stock~~shares to a U.S. Holder will generally constitute dividends to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of such earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. ~~Holder's~~Holder’s tax basis in his common ~~stock~~shares on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a U.S. corporation, U.S. Holders that are corporations will not be entitled to claim a ~~dividends received~~dividends-received deduction with respect to any distributions they receive from us. Dividends paid with respect to our common ~~stock~~shares will generally be treated as ~~"passive~~“passive category ~~income"~~income” for purposes of computing allowable foreign tax credits for U.S. foreign tax credit purposes.

Dividends paid on our common ~~stock~~shares to a U.S. Holder who is an individual, trust or estate (a ~~"U.S.~~“U.S. Non-Corporate ~~Holder"~~Holder”) will generally be treated as ~~"qualified~~“qualified dividend ~~income"~~income” that is taxable to such U.S. Non-Corporate Holder at preferential tax rates provided that (1) the common ~~stock is~~shares are readily tradable on an established securities market in the United States (such as the Nasdaq Capital Market on which our common ~~stock is~~shares are traded); (2) we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (as discussed in more detail below); (3) the U.S. Non-Corporate Holder has owned the common ~~stock~~shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common ~~stock becomes~~shares become ex-dividend; and (4) the U.S. Non-Corporate Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property.

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We believe that we were not a PFIC for our 2014 through ~~2017~~2023 taxable years, and we do not expect to be a PFIC for subsequent taxable years. If we were treated as a PFIC for our ~~2017~~2023 or 2024 taxable year, any dividends paid by us during ~~2017 and 2018~~2024 will not be treated as ~~"qualified~~“qualified dividend ~~income"~~income” in the hands of a U.S. Non-Corporate Holder. Any dividends we pay which are not eligible for the preferential rates applicable to ~~"qualified~~“qualified dividend ~~income"~~income” will be taxed as ordinary income to a U.S. Non-Corporate Holder.

Special rules may apply to any ~~"extraordinary~~“extraordinary dividend,"” generally, a dividend paid by us in an amount which is equal to or in excess of 10% of a ~~shareholder's~~shareholder’s adjusted tax basis in (or, in certain circumstances, fair market value of) a common share or dividends received within a one-year period that, in the aggregate, equal or exceed 20% of a shareholder’s adjusted tax basis (or fair market value upon the shareholder’s election) in a common share. If we pay an ~~"extraordinary dividend"~~“extraordinary dividend” on our common ~~stock~~shares that is treated as ~~"qualified~~“qualified dividend income,"” then any loss derived by a U.S. Non-Corporate Holder from the sale or exchange of such common ~~stock~~shares will be treated as long-term capital loss to the extent of such dividend.

Sale, Exchange or other Disposition of Common ~~Stock~~shares

Subject to the discussion of our status as a PFIC below, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common ~~stock~~shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. ~~Holder's~~Holder’s tax basis in such stock. Such gain or loss will be treated as long-term capital gain or loss if the U.S. ~~Holder's~~Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as U.S.-source income or loss, as applicable, for U.S. foreign tax credit purposes. A U.S. ~~Holder's~~Holder’s ability to deduct capital losses is subject to certain limitations.

3.8% Tax on Net Investment Income

A U.S. Holder that is an individual, estate, or, in certain cases, a trust, will generally be subject to a 3.8% tax on the lesser of (1) the U.S. ~~Holder's~~Holder’s net investment income for the taxable year and (2) the excess of the U.S. ~~Holder's~~Holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000). A U.S. ~~Holder's~~Holder’s net investment income will generally include distributions made by us which constitute a dividend for U.S. federal income tax purposes and gain realized from the sale, exchange or other disposition of our common ~~stock.~~shares. This tax is in addition to any income taxes due on such investment income.

If you are a U.S. Holder that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding the applicability of the 3.8% tax on net investment income to the ownership and disposition of our common ~~stock.~~shares.

Passive Foreign Investment Company Status and Significant Tax Consequences

Special U.S. federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a PFIC for U.S. federal income tax purposes. In general, we will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which such holder held our common ~~stock,~~shares, either

·●

at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or

·●

at least 50% of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income.

For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share of the income and assets, respectively, of any of our subsidiary corporations in which we own at least 25% of the value of the ~~subsidiary's~~subsidiary’s stock. Income earned, or deemed earned, by us in connection with the performance of services would not constitute ~~"passive income"~~“passive income” for these purposes. By contrast, rental income would generally constitute ~~"passive income"~~“passive income” unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business.

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In general, income derived from the bareboat charter of a vessel will be treated as ~~"passive income"~~“passive income” for purposes of determining whether we are a PFIC and such vessel will be treated as an asset which produces or is held for the production of ~~"passive~~“passive income."” On the other hand, income derived from the time charter of a vessel should not be treated as ~~"passive income"~~“passive income” for such purpose, but rather should be treated as services income; likewise, a time chartered vessel should generally not be treated as an asset which produces or is held for the production of ~~"passive~~“passive income."”

We believe that we were a PFIC for our 2013 taxable year because we believe that at least 50% of the average value of our assets consisted of vessels which were bareboat chartered and at least 75% of our gross income was derived from vessels on bareboat charter.

We believe that we were not a PFIC for our 2014 through ~~2017~~2023 taxable years because we had no bareboat ~~chartered~~chartered-out vessels and consequently no gross income from vessels on bareboat charter. Furthermore, b~~ased~~based on our current assets and activities, we do not believe that we will be a PFIC for the subsequent taxable years. Although there is no legal authority directly on point, and we are not relying upon an opinion of counsel on this issue, our belief is based principally on the position that, for purposes of determining whether we are a passive foreign investment company, the gross income we derive or are deemed to derive from the time chartering and voyage chartering activities of our wholly-owned subsidiaries should constitute services income, rather than rental income. Correspondingly, such income should not constitute passive income, and the assets that we or our wholly-owned subsidiaries own and operate in connection with the production of such income, in particular, the vessels, should not constitute passive assets for purposes of determining whether we were a passive foreign investment company. We believe there is substantial legal authority supporting our position consisting of case law and IRS pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, inthere is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. In the absence of any legal authority specifically relating to the statutory provisions governing passive foreign investment companies, the IRS or a court could disagree with our position. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a passive foreign investment company with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future.

If we are a PFIC for any taxable year, a U.S. Holder will be treated as owning his proportionate share of the stock of any of our subsidiaries which is a PFIC. The PFIC rules discussed below will apply on a company-by-company basis with respect to us and each of our subsidiaries which is treated as a PFIC.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different U.S. federal income taxation rules depending on whether the U.S. Holder makes an election to treat us as a ~~"Qualified~~“Qualified Electing Fund,"” which election is referred to as a ~~"QEF~~“QEF Election."” As discussed below, as an alternative to making a QEF Election, a U.S. Holder should be able to make a ~~"mark-to-market"~~“mark-to-market” election with respect to our common ~~stock,~~shares, which election is referred to as a ~~"Mark-to-Market Election"~~“Mark-to-Market Election”. A U.S. Holder holding PFIC shares that does not make either a ~~"QEF Election"~~“QEF Election” or ~~"Mark-to-Market Election"~~“Mark-to-Market Election” will be subject to the Default PFIC Regime, as defined and discussed below in "~~Taxation—~~“Taxation—U.S. Federal Income Taxation of U.S. Holders—Taxation of U.S. Holders Not Making a Timely QEF or ~~"Mark-to-Market"~~“Mark-to-Market” Election."”

If ~~the Company~~we were to be treated as a PFIC, a U.S. Holder would be required to file ~~with respect to taxable years ending on or after December 31, 2013,~~ IRS Form 8621 to report certain information regarding ~~the Company.~~us.

A U.S. Holder who held our common ~~stock~~shares during any period in which we were treated as a PFIC and who neither made a QEF Election nor a Mark-to-Market Election may continue to be subject to the Default PFIC Regime, notwithstanding that ~~the Company is~~we are no longer a PFIC. If you are a U.S. Holder who held our common shares during any period in which we were a PFIC but failed to make either of the foregoing elections, you are strongly encouraged to consult your tax advisor regarding the U.S. federal income tax consequences to you of holding our common ~~stock~~shares in periods in which we are no longer a PFIC.

The QEF Election

If a U.S. Holder makes a timely QEF Election, which U.S. Holder we refer to as an ~~"Electing~~“Electing Holder,"” the Electing Holder must report each year for United States federal income tax purposes ~~his~~such holder’s pro rata share of our ordinary earnings and our net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were made by us to the Electing Holder. The Electing ~~Holder's~~Holder’s adjusted tax basis in the common ~~stock~~shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the common ~~stock~~shares and will not be taxed again once distributed. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of our common ~~stock.~~shares. A U.S. Holder would make a QEF Election with respect to any year that our company is a PFIC by filing one copy of IRS Form 8621 with his United States federal income tax return and a second copy in accordance with the instructions to such form. It should be noted that if any of our subsidiaries is treated as a corporation for U.S. federal income tax purposes, a U.S. Holder must make a separate QEF Election with respect to each such subsidiary.

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Taxation of U.S. Holders Making a ~~"Mark-to-Market"~~“Mark-to-Market” Election

Making the Election. Alternatively, if, as is anticipated, our common ~~stock is~~shares are treated as ~~"marketable~~“marketable stock,"” a U.S. Holder would be allowed to make a Mark-to-Market Election with respect to the common ~~stock,~~shares, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations. The common ~~stock~~shares will be treated as ~~"marketable stock"~~“marketable stock” for this purpose if ~~it is "regularly traded"~~they are “regularly traded” on a ~~"qualified~~“qualified exchange or other market."” The common ~~stock~~shares will be ~~"regularly traded"~~“regularly traded” on a qualified exchange or other market for any calendar year during which ~~it is~~they are traded (other than in de minimis quantities) on at least 15 days during each calendar quarter. A "qualified exchange or other market" means either a U.S. national securities exchange that is registered with the SEC, the Nasdaq Capital Market, or a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located and which satisfies certain regulatory and other requirements. We believe that theThe Nasdaq Capital Market should be treated as a ~~"qualified~~“qualified exchange or other ~~market"~~market” for this purpose. However, it should be noted that a separate Mark-to-Market Election would need to be made with respect to each of our subsidiaries which is treated as a PFIC. The stock of these subsidiaries is not expected to be ~~"marketable~~“marketable stock."” Therefore, a ~~"mark-to-market"~~“mark-to-market” election is not expected to be available with respect to these subsidiaries.

Current Taxation and Dividends. If the Mark-to-Market Election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the common ~~stock~~shares at the end of the taxable year over such U.S. ~~Holder's~~Holder’s adjusted tax basis in the common ~~stock~~shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. ~~Holder's~~Holder’s adjusted tax basis in its common ~~stock~~shares over ~~its~~their fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the Mark-to-Market Election. Any income inclusion or loss under the preceding rules should be treated as gain or loss from the sale of common ~~stock~~shares for purposes of determining the source of the income or loss. Accordingly, any such gain or loss generally should be treated as U.S.-source income or loss for U.S. foreign tax credit limitation purposes. A U.S. ~~Holder's~~Holder’s tax basis in his common ~~stock~~shares would be adjusted to reflect any such income or loss amount. Distributions by us to a U.S. Holder who has made a Mark-to-Market Election generally will be treated as discussed above under ~~"Taxation—~~“Taxation—U.S. Federal Income Taxation of U.S. Holders—Distributions."”

Sale, Exchange or Other Disposition. Gain realized on the sale, exchange, redemption or other disposition of the common ~~stock~~shares would be treated as ordinary income, and any loss realized on the sale, exchange, redemption or other disposition of the common ~~stock~~shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included in income by the U.S. Holder. Any loss in excess of such previous inclusions would be treated as a capital loss by the U.S. Holder. A U.S. ~~Holder's~~Holder’s ability to deduct capital losses is subject to certain limitations. Any such gain or loss generally should be treated as U.S.-source income or loss for U.S. foreign tax credit limitation purposes.

Taxation of U.S. Holders Not Making a Timely QEF or ~~"Mark-to-Market"~~“Mark-to-Market” Election

Finally, a U.S. Holder who does not make either a QEF Election or a Mark-to-Market Election with respect to any taxable year in which we are treated as a PFIC, or a U.S. Holder whose QEF Election is invalidated or terminated, or a Non-Electing Holder, would be subject to special rules, or the Default PFIC Regime, with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on the common ~~stock~~shares in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing ~~Holder's~~Holder’s holding period for the common ~~stock)~~shares), and (2) any gain realized on the sale, exchange, redemption or other disposition of the common ~~stock.~~shares.

Under the Default PFIC Regime:

·●

the excess distribution or gain would be allocated ratably over the Non-Electing ~~Holder's~~Holder’s aggregate holding period for the common ~~stock;~~shares;

·●

the amount allocated to the current taxable year and any taxable year before we became a PFIC would be taxed as ordinary income; and

·●

the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

Any distributions other than ~~"excess distributions"~~“excess distributions” by us to a Non-Electing Holder will be treated as discussed above under ~~"Taxation—~~“Taxation—U.S. Federal Income Taxation of U.S. Holders—Distributions."”

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These penalties would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of the common ~~stock.~~shares. If a Non-Electing Holder who is an individual dies while owning the common ~~stock,~~shares, such Non-Electing ~~Holder's~~Holder’s successor generally would not receive a step-up in tax basis with respect to the common ~~stock.~~shares.

U.S. Federal Income Taxation of ~~"Non-U.S. Holders"~~“Non-U.S. Holders”

A beneficial owner of our common ~~stock~~shares (other than a partnership) that is not a U.S. Holder is referred to herein as a ~~"Non-U.S.~~“Non-U.S. Holder."”

Dividends on Common ~~Stock~~shares

Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on dividends received from us with respect to our common ~~stock,~~shares, unless that income is effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States. If the Non-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to those dividends, that income is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.

Sale, Exchange or Other Disposition of Common ~~Stock~~shares

Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our common ~~stock,~~shares, unless:

·●

the gain is effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States. If the Non-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to that gain, that gain is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or

·●

the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.

If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, the income from the common ~~stock,~~shares, including dividends and the gain from the sale, exchange or other disposition of the stock that is effectively connected with the conduct of that trade or business will generally be subject to U.S. federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, in the case of a corporate Non-U.S. Holder, the earnings and profits of such Non-U.S. Holder that are attributable to effectively connected income, subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable U.S. income tax treaty.

Backup Withholding and Information Reporting

In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements. In addition, such payments will be subject to backup withholding tax if you are a non-corporate U.S. Holder and you:

·●

fail to provide an accurate taxpayer identification number;

·●

are notified by the IRS that you have failed to report all interest or dividends required to be shown on your U.S. federal income tax returns; or

·●

in certain circumstances, fail to comply with applicable certification requirements.

Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on an applicable IRS Form W-8.

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If you sell your common ~~stock~~shares to or through a U.S. office of a broker, the payment of the proceeds is subject to both U.S. backup withholding and information reporting unless you certify that you are a non-U.S. person, under penalties of perjury, or you otherwise establish an exemption. If you sell your common ~~stock~~shares through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to you outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, U.S. information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to you outside the United States, if you sell your common ~~stock~~shares through a non-U.S. office of a broker that is a U.S. person or has some other contacts with the United States. Backup withholding tax is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholding rules that exceed your U.S. federal income tax liability by filing a refund claim with the IRS.

Individuals who are U.S. Holders (and to the extent specified in applicable Treasury Regulations, certain individuals who are Non-U.S. Holders and certain U.S. entities) who hold ~~"specified~~“specified foreign financial ~~assets"~~assets” (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury Regulations). Specified foreign financial assets would include, among other assets, our common shares, unless the shares are held through an account maintained with a U.S. financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury regulations, an individual Non-U.S. Holder or a U.S. entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. U.S. Holders (including U.S. entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations under this legislation.

F.	Dividends and Paying Agents

Not applicable.

G.	Statement by Experts

Not applicable.

H.	Documents on Display

We file annual reports and other information with the SEC. You may read and copy any document we file with the SEC at its public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of this information by mail from the public reference section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings are ~~also~~ available to the public at the ~~web site~~website maintained by the SEC at http://www.sec.gov, as well as on our website at http://www.topships.org. The information contained on, or that can be accessed through, these websites is not incorporated by reference herein and does not form part of this annual report.

I.	Subsidiary Information

Not applicable.

J.	Annual Report to Security Holders

We are currently not required to provide an annual report to security holders in response to the requirements of Form 6-K.

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our Risk Management Policy

~~Our primary market~~

Market risks ~~relate~~relating to adverse movements in freight rates in the product tanker ~~market.~~and crude oil tanker markets are minimized due to the fact that all the vessels in our fleet are under period employment earning fixed time charter rates. Our policy is to continuously monitor our exposure to other business risks, including the impact of changes in interest rates, currency rates, and bunker prices on earnings and cash flows. We assess these risks and, when appropriate, enter into derivative contracts with credit-worthy counterparties to minimize our exposure to the risks. With regard to bunker prices, as our employment policy for our vessels has been and is expected to continue to be with a high percentage of our fleet on period employment, we are not directly exposed with respect to those vessels to increases in bunker fuel prices, as these are the responsibility of the charterer under period charter arrangements.

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Interest Rate Risk

~~As of the date of this report we~~

We are exposed to the impact of interest rate ~~risk in relation~~changes primarily through our floating-rate borrowings that require us to make interest payments based on LIBOR (as, although we amended our financing arrangements to transition from LIBOR to SOFR, such arrangements previously used LIBOR, including during the ~~ABN Facility, the NORD/LB Facility, the Alpha Bank Facility~~fiscal years ended December 31, 2022 and ~~the AT Bank Predelivery Facility~~2023) (See ~~"Item~~“Item 18. Financial Statements—Note ~~9—Debt"~~7—Debt”). WeFurthermore we may be subject to additional market risks relating to changes in interest rates when we take on additional indebtedness. ~~In order to manage our exposure to changes~~Significant increases in interest rates ~~due~~could adversely affect operating margins, results of operations and ability to ~~this floating rate indebtedness, we enter into interest rate swap agreements. Set forth below is a table of our interest rate swap arrangements as of December 31, 2017 (in thousands of U.S. dollars).~~

SWAP Number (Nr) Counterparty
Notional amount
as of December 31, 2017
Start Date End Date Fixed Rate Payable Fair Value – Liability as of December 31, 2017
1 ABN Amro 16,575 April 13, 2018 July 13, 2021 1.4425 % 332
2 ABN Amro 18,663 December 21, 2016 January 13, 2022 2.0800 % 42
3 ABN Amro 17,250 December 21, 2016 August 10, 2022 2.1250 % 20
4 NORD/LB Bank 20,116 May 17, 2017 May 17, 2023 2.1900 % (3 )
Total 72,604 391

Under all above swap transactions, the bank effects quarterly floating-rate payments to the Company for the relevant amount based on the three-month USD LIBOR, and the Company effects quarterly payments to the bank on the relevant amount at the respective fixed rates.

service debt. As of December 31, ~~2017,~~2023, our total ~~bank~~ indebtedness excluding unamortized financing fees and debt discounts was ~~$106.2~~$246.2 million, of which ~~$72.6~~$23.1 million ~~was covered by the interest rate swap agreements described above and $8.9 million refers~~refer to the ~~Unsecured Notes~~Cargill SLB, the interest rate of which does not fluctuate. As set forth in the above table, as of December 31, 2017, we paid fixed rates ranging from 1.4425% to 2.1900% and received floating rates on the SWAPs that are based on three month LIBOR. As of December 31, 2017, our interest rate swap agreements are, on an average basis, above the prevailing three month LIBOR rates over which our loans are priced. Accordingly, the effect of these interest rate swap agreements in the year ended December 31, 2017 has been to decrease our loss on financial instruments.

Based on the amount of our outstanding ~~indebtedness, not covered by~~fluctuating interest rate ~~swaps,~~indebtedness, as of December 31, ~~2017,~~2023, a hypothetical one percentage point increase in the ~~three month~~ U.S. dollar LIBOR would increase our interest rate expense for ~~2018,~~2024, on an annualized basis, by approximately ~~$0.2~~$2.2 million. As

Based on the amount of our outstanding fluctuating interest rate indebtedness, as of December 31, ~~2016,~~2022, a hypothetical one percentage point increase in the ~~three month~~ U.S. dollar LIBOR would increase our interest rate expense for ~~2017,~~2023, on an annualized basis, by approximately ~~$0.4 million~~$2.2 million.

Foreign Exchange Rate Fluctuation

We generate all of our revenues in U.S. dollars but incur certain expenses in currencies other than U.S. dollars, mainly the Euro. During ~~2017,~~2023, approximately ~~95.76%~~97.2% of our expenses were in U.S. Dollars, ~~3.85%~~2.3% were in Euro and approximately ~~0.39%~~0.5% were in other currencies than the U.S. dollar or Euro. For accounting purposes, expenses incurred in other currencies are converted into U.S. dollars at the exchange rate prevailing on the date of each transaction. We have not hedged currency exchange risks associated with our expenses and our operating results could be adversely affected as a result. We constantly monitor the U.S. dollar exchange rate and we try to achieve the most favorable exchange rates from the financial institutions we work with.

Based on our total expenses for the year ended December 31, ~~2017,~~2023 and using as an average exchange rate of $~~1.1295~~ 1.0824to €1, a 5% decrease in the exchange rate to $~~1.0730~~1.0283 to €1 would result in an expense saving of approximately ~~$0.06~~ $0.1 million. Since we have no revenues in Euros an inverse 5% change in the exchange rate would lead to an equivalent additional expense of the same amount.

Based on our total expenses for the year ended December 31, ~~2016,~~2022 and using as an average exchange rate of ~~$ 1.1058~~$1.0522 to €1, a 5% decrease in the exchange rate to ~~$1.0505~~$0.9996 to €1 would result in an expense saving of approximately ~~$0.06~~$0.07 million. Since we have no revenues in Euros an inverse 5% change in the exchange rate would lead to an equivalent additional expense of the same amount.

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not Applicable.

PART II

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Neither we nor any of our subsidiaries have been subject to a material default in the payment of principal, interest, a sinking fund or purchase fund installment or any other material default that was not cured within 30 days.

As of December 31, 2023, we had no accrued or unpaid dividends under our Series F Preferred Shares (none of which are outstanding as of the date of this annual report).

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ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

~~We have~~On September 14, 2016, we adopted ~~the~~a Stockholders Rights Agreement, pursuant to which each ~~share~~ of our common ~~stock~~shares includes one preferred stock purchase right that entitles the holder to purchase from us a unit consisting of one-thousandth of a share of our Series A Participating Preferred Stock if any third-party seeks to acquire control of a substantial block of our common ~~stock~~shares without the approval of our Board of Directors. See ~~"Item~~“Item 10. Additional Information—B. Memorandum and Articles of Association—Stockholders Rights ~~Agreement"~~Agreement” included in this annual report for a description of our Stockholders Rights Agreement.

Please also see ~~"Item~~“Item 10. Additional Information—B. Memorandum and Articles of ~~Association"~~Association” for a description of the rights of holders of our ~~Series B and Series~~October 2022 Warrants, Class C ~~Convertible Preferred Shares~~Warrants, February 2023 Warrants and Series D Preferred Shares relative to the rights of holders of ~~shares of~~ our common ~~stock.~~shares.

ITEM 15.

CONTROLS AND PROCEDURES

a)	Disclosure Controls and Procedures

Management, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act, as of ~~the end of the period covered by this annual report, as of~~ December 31, ~~2017.~~2023.

The term disclosure controls and procedures are defined under SEC rules as controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the ~~SEC's~~SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the ~~issuer's~~issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

Our management, including the chief executive and chief financial officer, recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, in the design and evaluation of our disclosure controls and procedures our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based ~~upon that~~on this evaluation, the ~~Chief Executive Officer~~chief executive officer and ~~Chief Financial Officer~~chief financial officer concluded that, as of December 31, 2023, our disclosure controls and procedures, ~~are~~which include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure, were effective asin providing reasonable assurance that information that was required to be disclosed by us in reports we file or submit under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the rules and forms of ~~December 31, 2017.~~the Securities and Exchange Commission.

~~b) Management's~~

b)	Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

·●

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of ~~the assets of the Company;~~our assets;

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·●

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of ~~Company's~~Company’s management and directors; and

·●

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control ~~system's~~system’s objectives will be met. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within ~~the Company~~us have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management with the participation of our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2017,~~2023, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of its assessment, the Chief Executive Officer and Chief Financial Officer concluded that our internal controls over financial reporting are effective as of December 31, ~~2017.~~2023.

c)	Attestation Report of the Registered Public Accounting Firm

This annual report does not contain an attestation report of our registered public accounting firm regarding internal control over financial reporting. ~~Management's~~Management’s report was not subject to attestation by our registered public accounting firm since under the SEC adopting release implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, companies that are non-accelerated filers are exempt from including auditor attestation reports in their Form 20-Fs.

d)	Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this annual report that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16.

RESERVED

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

We have established an audit committee composed of ~~four~~three independent members that are responsible for reviewing our accounting controls and recommending to our Board of Directors the engagement of our outside auditors.

We do not believe it is necessary to have a financial expert, as defined in Item 407 of Regulation S-K, because our Board of Directors has determined that the members of the audit committee have the financial experience and other relevant experience necessary to effectively perform the duties and responsibilities of the audit committee.

ITEM 16B.

CODE OF ETHICS

Our Board of Directors has adopted a Corporate Code of Business Ethics and Conduct that applies to all employees, directors and officers, ~~that~~which complies with applicable guidelines issued by the SEC. The finalized Code of Ethics has been approved by our Board of Directors and was distributed to all employees, directors and officers. This document is available under the “Corporate Governance” tab in the “Investors Relations” section of our website at www.topships.org. Information on or accessed through our website does not constitute a part of this annual report and is not incorporated by reference herein. We will also provide any person a hard copy of our code of ethics free of charge upon written request. Shareholders may direct their requests to the attention of Mr. Alexandros Tsirikos at our registered address and phone number.

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ITEM 16C.

PRINCIPAL ~~AUDITOR~~ACCOUNTANT FEES AND SERVICES

Aggregate fees billed to ~~the Company~~us for the years ended December ~~2016~~2022 and ~~2017~~2023 represent fees billed by our principal accounting firm, Deloitte Certified Public Accountants S.A., an independent registered public accounting firm and member of Deloitte Touche Tohmatsu, Limited. Audit fees represent compensation for professional services rendered for the audit of the consolidated financial statements, fees for the review of interim financial information as well as in connection with the review of registration statements and related consents and comfort letters and any other audit services required for SEC or other regulatory ~~filings~~.filings. In addition, it includes fees billed for professional services rendered for the audit and reviews of Rubico Inc. Predecessor financial statements, as well as in connection with (i) the issuance of related consents and (ii) the review of Rubico Inc.’s registration statement. For ~~2016~~2022 and ~~2017,~~2023, no other non-audit, tax or other fees were charged.

U.S. dollars in thousands,	Year Ended
	2022		2023
Audit Fees		379.5		410.3

84Audit Committee’s Pre-Approval Policies and Procedures

U.S. dollars in thousands, Year Ended
2016 2017
Audit Fees 149.0 274.1

Our audit committee charter contains pre-approval policies and procedures in compliance with paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X that require our audit committee to review and pre-approve all auditing services and permitted non-auditing services rendered to the Company by its outside auditors (subject to the exception provided in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X for certain de minimis non-audit services not recognized by the Company at the time of the engagement), in each case including fees. Our audit committee pre-approves all audit, audit-related and non-audit services not prohibited by law to be performed by our independent auditors and associated fees prior to the engagement of the independent auditor with respect to such services.

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

~~Not applicable.~~None.

ITEM 16F.

CHANGE IN ~~REGISTRANT'S~~REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G.

CORPORATE GOVERNANCE

We have certified to Nasdaq that our corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands. Therefore, we are exempt from many of ~~Nasdaq's~~Nasdaq’s corporate governance practices other than the submission of a listing agreement, notification to Nasdaq of non-compliance with Nasdaq corporate governance practices, prohibition on disparate reduction or restriction of shareholder voting rights, and the establishment of an audit committee satisfying Nasdaq Listing Rule 5605(c)(3) and ensuring that such audit ~~committee's~~committee’s members meet the independence requirement of Listing Rule 5605(c)(2)(A)(ii). The practices we follow in lieu of ~~Nasdaq's~~Nasdaq’s corporate governance rules applicable to U.S. domestic issuers are as follows:

·●

~~Majority Independent Board.~~ Nasdaq requires, among other things, that a listed company has a Board of Directors comprised of a majority of independent directors. As permitted under Marshall Islands law, our Board of Directors is comprised of four independent directors, one non-independent, non-executive director and three executive directors.

Audit Committee. Nasdaq requires, among other things, that a listed company has an audit committee with a minimum of three independent members, at least one of whom meets certain standards of financial sophistication. As permitted under Marshall Islands law, our audit committee consists of ~~four~~three independent directors but we do not designate any one audit commit member as meeting the standards of financial sophistication.

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·●

As a foreign private issuer, we are not required to hold regularly scheduled board meetings at which only independent directors are present.

·●

In lieu of obtaining shareholder approval prior to the issuance of designated securities, we will comply with provisions of the BCA, which allows our Board of Directors to approve share issuances.

As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to Nasdaq pursuant to Nasdaq corporate governance rules or Marshall Islands law. Consistent with Marshall Islands law and as provided in our bylaws, we will notify our shareholders of meetings between 15 and 60 days before the meeting. This notification will contain, among other things, information regarding business to be transacted at the meeting. In addition, our bylaws provide that shareholders must give us between ~~120~~120- and ~~180 days~~180-days’ advance notice to properly introduce any business at a meeting of shareholders.

Other than as noted above, we are in compliance with all other Nasdaq corporate governance standards applicable to U.S. domestic issuers.

ITEM 16H.

MINE SAFETY DISCLOSURE

Not ~~Applicable.~~applicable.

ITEM 16I.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J.

INSIDER TRADING POLICIES

We have adopted an insider trading policy, as a component of our Corporate Code of Business Ethics and Conduct, which applies to all of the Company’s directors, officers and employees as well as their family members, and sets forth procedures governing the purchase, sale and other disposition of our securities by such parties. Our insider trading policy is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to the Company. A copy of our insider trading policy has been filed as Exhibit 11.1 to this Annual Report.

ITEM 16K.

CYBERSECURITY

We believe that cybersecurity is fundamental in our operations and, as such, we are committed to maintaining robust governance and oversight of cybersecurity risks and to implementing comprehensive processes and procedures for identifying, assessing, and managing material risks from cybersecurity threats as part of our broader risk management system and processes. Our cybersecurity risk management strategy prioritizes detection, analysis and response to known, anticipated or unexpected threats; effective management of security risks; and resiliency against incidents. With the ever-changing cybersecurity landscape and continual emergence of new cybersecurity threats, our board of directors and senior management team ensure that adequate resources are devoted to cybersecurity risk management and the technologies, processes and people that support it. We implement risk-based controls to protect our information, the information of our customers, suppliers, and other third parties, our information systems, our business operations, and our vessels.

As part of our cybersecurity risk management system, our information & technology management team tracks and logs privacy and security incidents across our Company and our vessels to remediate and resolve any such incidents. Significant incidents are reviewed regularly by our information & technology management team to determine whether further escalation is appropriate. We also engage third parties, such as specialized assessors and consultants to audit our information security systems, whose findings are reported to our senior management team. Any identified incident assessed as potentially being or potentially becoming material is immediately escalated for further assessment, and then reported to our senior management team who is responsible to assess its overall materiality in due time and decide whether further reference to our board of directors is necessary. We further consult with outside counsel as appropriate, including on materiality analysis and disclosure requirements’ matters, and our senior management, in cooperation if required with our board of directors, makes the final materiality determinations and disclosure and other compliance decisions.

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As we do not have a dedicated board committee solely focused on cybersecurity, our senior management team has oversight responsibility for risks and incidents relating to cybersecurity threats, including compliance with disclosure requirements, cooperation with law enforcement, and related effects on financial and other risks, and it reports any material findings and recommendations, as appropriate, to our board of directors for consideration.

Overall, our approach to cybersecurity risk management includes the following key elements:

(i) Continuous monitoring of cybersecurity threats, both internal and external. through the use of data analytics and network monitoring systems.

(ii) Engagement of third party consultants and other advisors to assist in assessing points of vulnerability of our information security systems.

(iii) Overall assessment of cybersecurity incidents materiality and potential impact on the company’s operations and financial condition by our senior management team and our board of directors, in cooperation, if considered necessary, with specialized external consultants.

(iv) Oversight responsibility of cybersecurity risks and compliance with relevant disclosure requirements lies with our senior management team and our board of directors.

(v) Training and Awareness – we have various information technology policies relating to cybersecurity. We also provide employee training that is administered on a periodic and on a case by case basis that reinforces our information technology policies, standards and practices, as well as the expectation that employees comply with these policies and identify and report potential cybersecurity risks.

We continue to invest in our cybersecurity systems and to enhance our internal controls and processes. Our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats, including as a result of previously identified cybersecurity incidents, but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents. While we have dedicated appropriate resources to identifying, assessing, and managing material risks from cybersecurity threats, our efforts may not be adequate, may fail to accurately assess the severity of an incident, may not be sufficient to prevent or limit harm, or may fail to sufficiently remediate an incident in a timely fashion, any of which could harm our business, reputation, results of operations and financial condition. For more information certain risks associated with cybersecurity, see “Item 3.D. Risk Factors—Company-Specific Risk Factors—We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.”

PART III

ITEM 17.

FINANCIAL STATEMENTS

See Item 18. “Financial Statements.”

ITEM 18.

FINANCIAL STATEMENTS

The financial statements beginning on page F-1 are filed as a part of this annual report.

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ITEM 19.

EXHIBITS

~~ITEM 19.~~

~~EXHIBITS~~

Number	Description of Exhibits
1.1	Third Amended and Restated Articles of Incorporation of TOP Ships Inc. ~~(1)~~(incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 6-K, filed with the SEC on June 24, 2011).

1.2	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated April 17, 2014 ~~(2)~~(incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 6-K, filed with the SEC on April 18, 2014).

1.3	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated February 15, 2016 ~~(3)~~(incorporated by reference to Exhibit 1.3 of the Company’s Annual Report on Form 20-F, filed with the SEC on April 26, 2016).

1.4	Certificate of Correction to the Third Amended and Restated Articles of Incorporation, dated February 14, 2017(incorporated by reference to Exhibit 1.4 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).

1.5	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated May 10, 2017(incorporated by reference to Exhibit 1.5 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).

1.6	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated June 22, 2017(incorporated by reference to Exhibit 1.6 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).

1.7	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated August 2, 2017(incorporated by reference to Exhibit 1.7 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).

1.8	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated October 5, 2017(incorporated by reference to Exhibit 1.8 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).

1.9	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated March 23, 2018(incorporated by reference to Exhibit 1.9 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).

1.10	Articles of Amendment to the Third Amended and Restated ~~By-Laws~~Articles of Incorporation, dated August 21, 2019(incorporated by reference to Exhibit 99.2 of the ~~Company (4)~~Company’s Current Report on Form 6-K, filed with the SEC on August 22, 2019).

1.11	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated August 7, 2020(incorporated by reference to Exhibit 1.11 of the Company’s Annual Report on Form 20-F, filed with the SEC on April 23, 2021).

1.12	Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated September 22, 2022(incorporated by reference to Exhibit 1.12 of the Company’s Annual Report on Form 20-F, filed with the SEC on April 3, 2023).

1.13	Amended and Restated By-Laws of the Company(incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 6-K, filed with the SEC on March 9, 2007).

1.14	Amendment No. 1 to the Amended and Restated By-Laws ~~(5)~~(incorporated by reference to Exhibit 1 of the Company’s Current Report on Form 6-K, filed with the SEC on November 28, 2014).

2.1	Form of Share Certificate ~~(6)~~(incorporated by reference to Exhibit 2.1 of the Company’s Annual Report on Form 20-F, filed with the SEC on June 29, 2009).

2.2	Form of October 2022 Common Stock Purchase Warrant ~~Certificate (7)~~(incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 6-K, filed with the SEC on October 11, 2022).

2.3	Form of Class C Common Stock Purchase Warrant ~~Agreement~~(incorporated by reference to ~~Purchase Common Shares, dated June 11, 2014 (8)~~Exhibit 4.4 of the Company’s Current Report on Form 6-K, filed with the SEC on December 14, 2022).

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2.4	Form of ~~Representative's~~February 2023 Common Stock Purchase Warrant ~~Agreement~~(incorporated by reference to ~~Purchase Common Shares, dated June 11, 2014 (9)~~Exhibit 4.3 of the Company’s Current Report on Form 6-K, filed with the SEC on February 16, 2023).

2.5	Certificate of Designations of Rights, Preferences and Privileges of Series A Participating Preferred Stock of TOP Ships Inc. ~~(10)~~(incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 6-K, filed with the SEC on September 22, 2016).

2.6	~~Certificate of Designations of Rights, Preferences and Privileges of Series B Convertible Preferred Stock of TOP Ships Inc. (11)~~

~~2.7~~	~~Statement of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of TOP Ships Inc. (12)~~

~~2.8~~	Statement of Designations, Preferences and Rights of the Series D Preferred Stock of TOP Ships Inc. ~~(13)~~(incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 6-K, filed with the SEC on May 8, 2017).

2.7	Certificate of Amendment to Certificate of Designation of Rights, Preferences and Privileges of Series D Preferred Stock of TOP Ships Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 6-K, filed with the SEC on December 4, 2020).

2.8	Description of Securities*

4.1	TOP Ships Inc. 2015 Stock Incentive Plan ~~(14)~~(incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 20-F, filed with the SEC on April 26, 2016).


4.2	Stockholders Rights Agreement with Computershare Trust Company, N.A., as Rights Agent as of September 22, 2016 ~~(15)~~(incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 6-K, filed with the SEC on September 22, 2016).

4.3	~~Securities Purchase~~Employment Agreement between TOP Ships Inc. and Central Mare Inc. dated September 1, 2010, regarding employment of Chief Technical Officer(incorporated by ~~and between~~reference to Exhibit 4.5 of the ~~Company and YA II CD, Ltd.,dated November 22, 2016 (16)~~Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).

4.4	~~Registration Rights~~Employment Agreement between TOP Ships Inc. and Central Mare Inc. dated September 1, 2010, regarding employment of Executive Vice-President and Chairman(incorporated by ~~and between~~reference to Exhibit 4.6 of the ~~Company and YA II CD, Ltd.,dated November 22, 2016 (17)~~Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).

4.5	Employment Agreement between TOP Ships Inc. and Central Mare Inc. dated September 1, 2010, regarding employment of President and Chief ~~Technical~~Executive Officer(incorporated by reference to Exhibit 4.7 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).

4.6	Employment Agreement between TOP Ships Inc. and Central Mare Inc. dated September 1, 2010, regarding employment of ~~Executive Vice-President and Chairman~~Chief Financial Officer(incorporated by reference to Exhibit 4.8 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 29, 2018).

4.7	~~Employment~~Management Agreement ~~between TOP Ships~~dated as of January 1, 2019 with Central Shipping Inc. ~~and Central Mare Inc. dated September 1, 2010, regarding employment~~, in respect of ~~President and Chief Executive Officer~~Hull 8242 (renamed Eco Marina Del Rey)(incorporated by reference to Exhibit 4.105 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 28, 2019).

4.8	~~Employment~~Management Agreement ~~between TOP Ships~~dated as of January 1, 2019 with Central Shipping Inc. ~~and Central Mare Inc. dated September 1, 2010, regarding employment~~, in respect of ~~Chief Financial Officer~~Hull S874 (TBN Eco Bel Air)(incorporated by reference to Exhibit 4.108 of the Company’s Annual Report on Form 20-F, filed with the SEC on March 28, 2019).

4.9	~~Letter~~Management Agreement dated as of January 1, 2019 with Central Shipping ~~Monaco SAM, dated~~Inc., in respect of Hull S875 (TBN Eco Beverly Hills)(incorporated by reference to Exhibit 4.113 of the Company’s Annual Report on Form 20-F, filed with the SEC on March ~~10, 2014 (18)~~28, 2019).

4.10	Fifth Amendment to the Agreement for Provision of Personnel, dated January 1, 2019, between Top Ships Inc. and Central Mare Inc.(incorporated by reference to Exhibit 4.115 of the Company’s Annual Report on Form ~~of Management Agreement~~20-F, filed with ~~Central Shipping Monaco SAM (19)~~the SEC on March 28, 2019).

4.11	~~Memorandum~~Letter Agreement from Central Shipping Inc. to Top Ships Inc. dated as of ~~Agreement dated December 30, 2014~~January 1, 2019, in respect of provision of management services(incorporated by reference to Exhibit 4.116 of the Company’s Annual Report on Form 20-F, filed with ~~respect to~~ the ~~M/T Stenaweco Energy (20)~~SEC on March 28, 2019).

4.12	~~Call Option~~Loan Agreement for a Secured Floating Interest Rate Loan Facility of up to $37,660,000, dated ~~December 30, 2014 with respect~~March 12, 2020, by and among Alpha Bank A.E., California 19 Inc. and California 20 Inc., in relation to the M/T ~~Stenaweco Energy (21)~~Eco Yosemite Park and M/T Eco Joshua Park(incorporated by reference to Exhibit 4.25 of the Company’s Annual Report on Form 20-F, filed with the SEC on April 23, 2021).

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4.13	~~Bareboat Charter~~First Supplemental Agreement in relation to the Loan Agreement dated ~~December 30, 2014 with respect~~March 12, 2020, by and among Alpha Bank S.A, California 19 Inc., California 20 Inc., Central Mare Inc. and Top Ships Inc., in relation to the M/T ~~Stenaweco Energy (22)~~Eco Yosemite Park and M/T Eco Joshua Park(incorporated by reference to Exhibit 4.26 of the Company’s Annual Report on Form 20-F, filed with the SEC on April 23, 2021).

4.14	~~Memorandum~~Corporate Guarantee, dated December 8, 2020, by and between Top Ships Inc. and Alpha Bank S.A., in respect of the obligations under the Loan Agreement dated ~~December 30, 2014~~March 12, 2020(incorporated by reference to Exhibit 4.27 of the Company’s Annual Report on Form 20-F, filed with ~~respect to~~ the ~~M/T Stenaweco Evolution (23)~~SEC on April 23, 2021).

4.15	~~Call Option~~Second Supplemental Agreement dated ~~December 30, 2014~~February 2, 2022, by and between Top Ships Inc. and Alpha Bank S.A., in respect of the obligations under the Loan Agreement dated March 12, 2020(incorporated by reference to Exhibit 4.20 of the Company’s Annual Report on Form 20-F, filed with ~~respect to~~ the ~~M/T Stenaweco Evolution (24)~~SEC on April 15, 2022).

4.16	~~Bareboat Charter~~Joint Venture Agreement, dated ~~December 30, 2014 with respect~~March 11, 2020, by and between Augustus Enterprises Inc., Just-C Limited and California 19 Inc. relating to the M/T ~~Stenaweco Evolution (25)~~Eco Yosemite Park(incorporated by reference to Exhibit 4.30 of the Company’s Annual Report on Form 20-F, filed with the SEC on April 23, 2021).

4.17	~~Secured Term Loan Facility~~Joint Venture Agreement, dated ~~July 9, 2015~~March 11, 2020, by and between ~~Monte Carlo 37 Shipping Company Limited, Monte Carlo 39 Shipping Company~~Augustus Enterprises Inc., Just-C Limited and ~~ABN Amro Bank N.V. (26)~~California 20 Inc. relating to the M/T Eco Joshua Park(incorporated by reference to Exhibit 4.31 of the Company’s Annual Report on Form 20-F, filed with the SEC on April 23, 2021).

4.18	~~Amending and Restating Agreement,~~Bareboat Charter in respect of M/T Eco West Coast, dated ~~September 28, 2015, to the Secured Term Loan Facility between Monte Carlo 37 Shipping Company Limited, Monte Carlo 39 Shipping Company Limited, and ABN Amro Bank N.V. (27)~~December 8, 2023.*

4.19	~~Amending~~Guarantee and ~~Restating Agreement,~~Indemnity dated ~~August 1, 2016,~~December 8, 2023, between Top Ships Inc. and Great Equinox Limited, relating to the ~~Secured Term Loan Facility between Monte Carlo 37 Shipping Company Limited, Monte Carlo 39 Shipping Company Limited, Monte Carlo Lax Shipping Company Limited and ABN Amro Bank N.V. (28)~~bareboat charter of M/T Eco West Coast.*

4.20	~~Supplemental Agreement,~~Bareboat Charter in respect of M/T Eco Malibu, dated July 28, 2017, to the Secured Term Loan Facility between Monte Carlo 37 Shipping Company Limited, Monte Carlo 39 Shipping Company Limited, Monte Carlo Lax Shipping Company Limited and ABN Amro Bank N.V.December 8, 2023.*

4.21	~~Letter Agreement~~Guarantee dated December ~~23, 2015~~8, 2023, between ~~Family Trading~~Top Ships Inc. and ~~TOP Ships Inc. (29)~~Giant 9 Holding Limited, relating to the bareboat charter of M/T Eco Malibu.*

4.22	~~Amendment to the Letter Agreement~~Bareboat Charter in respect of M/T Julius Caesar, dated ~~December 23, 2015 between Family Trading Inc. and TOP Ships Inc. (30)~~January 11, 2024.*

4.23	~~Loan Agreement~~Guarantee dated ~~December 23, 2015~~January 11, 2024, between ~~Family Trading~~Top Ships Inc. and ~~TOP Ships Inc. (31)~~Sea 268 Leasing Co. Limited, relating to the bareboat charter of M/T Julius Caesar.*

4.24	~~Term Sheet~~Bareboat Charter in respect of M/T Legio X Equestris, dated ~~April 4, 2016~~January 11, 2024.*

4.25	Guarantee dated January 11, 2024, between ~~TOP~~Top Ships Inc. and ~~Norddeutsche Landesbank Girozentrale (32)~~

~~4.25~~	~~Loan Agreement dated May 11, 2016 between Monte Carlo Seven Shipping Company and Norddeutsche Landesbank Girozentrale (33)~~Sea 269 Leasing Co. Limited, relating to the bareboat charter of M/T Legio X Equestris.*

4.26	~~Loan~~Facility Agreement dated ~~July 20, 2016 between Eco Seven~~January 15, 2024, among HSBC Private Bank (Suisse) SA, Top Ships Inc., Julius Caesar Inc. and ~~Alpha Bank A.E.~~Legio X. Inc.*

4.27	~~First Supplemental Agreement,~~Time Charter Party dated ~~August 1, 2017, relating to a Loan Agreement dated July 20, 2016, among Alpha Bank A.E.,~~as of February 14, 2022 in respect of M/T Eco ~~Seven Inc., Central Mare Inc. and TOP Ships Inc.~~Bel Air*

4.28	~~Shipbuilding Contract relating to Hull No. S443,~~Time Charter Party dated ~~November 21, 2016, between City~~as of ~~Athens Inc. and Hyundai Mipo Dockyard Co., Ltd.~~February 14, 2022 in respect of M/T Eco Beverly Hills*

4.29	~~Common Stock Purchase Agreement,~~Bareboat Charter in respect of M/T Eco Oceano CA, dated ~~February~~as of March 2, ~~2017, between TOP Ships Inc. and Kalani Investments Limited (34)~~2022(incorporated by reference to Exhibit 4.36 of the Company’s Annual Report on Form 20-F, filed with the SEC on April 15, 2022).

4.30	~~Amendment No. 1 to Common Stock~~Form of Securities Purchase Agreement dated ~~March 17, 2017,~~June 3, 2022 between ~~TOP~~Top Ships Inc. and ~~Kalani Investments Limited (35)~~certain purchasers thereto(incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 6-K, filed with the SEC on June 10, 2022).

4.31	~~Amendment No. 2 to Common Stock Purchase Agreement,~~Form of Inducement Letter dated ~~March 27, 2017,~~October 6, 2022 between ~~TOP~~Top Ships Inc. and ~~Kalani Investments Limited (36)~~the warrantholder thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 6-K, filed with the SEC on October 11, 2022).

4.32	~~Amendment No. 3 to Common Stock~~Form of Securities Purchase Agreement dated ~~April~~December 4, ~~2017,~~2022 between ~~TOP~~Top Ships Inc. and ~~Kalani Investments Limited (37)~~certain purchasers thereto(incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 6-K, filed with the SEC on December 14, 2022).

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4.33	~~Amendment No. 4 to Common Stock Purchase~~Warrant Agency Agreement dated ~~April 27, 2017,~~December 6, 2022 between ~~TOP~~Top Ships Inc. and ~~Kalani Investments Limited (38)~~American Stock Transfer & Trust Company, LLC(incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 6-K, filed with the SEC on December 14, 2022).

4.34	~~Note~~Form of Securities Purchase Agreement dated February ~~6, 2017,~~14, 2023 between ~~TOP~~Top Ships Inc. and ~~Kalani Investments Limited (39)~~

~~4.35~~	~~Unsecured Promissory Note~~certain purchasers thereto(incorporated by reference to Exhibit 4.2 of ~~TOP Ships Inc., dated~~the Company’s Current Report on Form 6-K, filed with the SEC on February ~~6, 2017 (40)~~

~~4.36~~	~~Form of securities purchase agreement between TOP Ships Inc. and a non-U.S. institutional investor (41)~~

~~4.37~~	~~Share Purchase Agreement, dated February 20, 2017, between Malibu Shipmanagement Co. and Style Maritime Ltd. (42)~~

~~4.38~~	~~Addendum No. 1 to Share Purchase Agreement, dated March 30, 2017, between Malibu Shipmanagement Co. and Style Maritime Ltd.~~

~~4.39~~	~~Addendum No. 2 to Share Purchase Agreement, dated May 17, 2017, between Malibu Shipmanagement Co. and Style Maritime Ltd.~~

~~4.40~~	~~Addendum No. 3 to Share Purchase Agreement, dated January 31, 2018, between Malibu Shipmanagement Co. and Style Maritime Ltd.~~

~~4.41~~	~~Shipbuilding Contract relating to Hull No. S444, dated February 20, 2017, between Eco Nine Inc. and Hyundai Mipo Dockyard Co., Ltd.~~

~~4.42~~	~~Amended and Restated Loan Agreement, dated February 21, 2017, between TOP Ships Inc. and Family Trading Inc. (43)~~

~~4.43~~	~~Note Purchase Agreement, dated March 21, 2017, between TOP Ships Inc. and Kalani Investments Limited (44)~~

~~4.44~~	~~Unsecured Promissory Note of TOP Ships Inc., dated March 22, 2017 (45)~~

~~4.45~~	~~Note Purchase Agreement, dated March 28, 2017, between TOP Ships Inc. and Kalani Investments Limited (46)~~

~~4.46~~	~~Unsecured Promissory Note of TOP Ships Inc., dated March 28, 2017 (47)~~

~~4.47~~	~~Share Purchase Agreement, dated March 30, 2017, between Fly Free Company and Lyndon International Co.~~

~~4.48~~	~~Addendum No. 1 to Share Purchase Agreement, dated June 14, 2017, between Fly Free Company and Lyndon International Co.~~

~~4.49~~	~~Share Purchase Agreement, dated March 30, 2017, between Maxima International Co. and Gramos Shipping Company Inc.~~

~~4.50~~	~~Addendum No. 1 to Share Purchase Agreement, dated June 14, 2017, between Maxima International Co. and Gramos Shipping Company Inc.~~

~~4.51~~	~~Note Purchase Agreement, dated April 5, 2017, between TOP Ships Inc. and Kalani Investments Limited (48)~~

~~4.52~~	~~Unsecured Promissory Note of TOP Ships Inc., dated April 5, 2017 (49)~~

~~4.53~~	~~Shipbuilding Contract relating to Hull No. 2648, dated April 20, 2017, between Astarte International Inc. and Hyundai Mipo Dockyard Co., Ltd.~~

~~4.54~~	~~Note Purchase Agreement, dated May 15, 2017, between TOP Ships Inc. and Xanthe Holdings Ltd (50)~~

~~4.55~~	~~Unsecured Promissory Note of TOP Ships Inc., dated May 15, 2017 (51)~~

~~4.56~~	~~Joint Venture Agreement, dated July 7, 2017, between Lyndon International Co. and Just-C Limited~~

~~4.57~~	~~Joint Venture Agreement, dated July 7, 2017, between Gramos Shipping Company Inc. and Just-C Limited~~

~~4.58~~	~~Unsecured Promissory Note of TOP Ships Inc., dated September 15, 2017 (52)~~

~~4.59~~	~~Stock Purchase Agreement, dated May 8, 2017, between TOP Ships Inc. and Tankers Family Inc (53)~~

~~4.60~~	~~Facility Agreement, dated September 5, 2017, between TOP Ships Inc., Astarte International Inc. and Amsterdam Trade Bank N.V. for up to $23,500,000 Loan Facility~~

~~4.61~~	~~Facility Agreement, dated September 5, 2017, between TOP Ships Inc., Astarte International Inc. and Amsterdam Trade Bank N.V. for up to $8,993,100 Loan Facility~~

~~4.62~~	~~Shipbuilding Contract relating to Hull No. 8218, dated October 31, 2017, between PCH77 Shipping Company Limited and Hyundai Mipo Dockyard Co., Ltd.~~

~~4.63~~	~~Common Stock Purchase Agreement, dated November 7, 2017, between TOP Ships Inc. and Crede CG III, Ltd. (54)~~

~~4.64~~	~~Note Purchase Agreement, dated November 13, 2017, between TOP Ships Inc. and Crede Capital Group LLC (55)~~

~~4.65~~	~~Unsecured Promissory Note of TOP Ships Inc., dated November 13, 2017 (56)~~

~~4.66~~	~~Common Stock Purchase Agreement, dated December 11, 2017, between TOP Ships Inc. and Crede CG III, Ltd. (57)~~

~~4.67~~	~~Note Purchase Agreement, dated December 14, 2017, between TOP Ships Inc. and Crede Capital Group LLC (58)~~

~~4.68~~	~~Unsecured Promissory Note of TOP Ships Inc., dated December 14, 2017 (59)~~

~~4.69~~	~~Amendment, dated January 5, 2018, between TOP Ships Inc. and Crede Capital Group Inc. to Note Purchase Agreement dated December 14, 2017 (60)~~

~~4.70~~	~~Unsecured Promissory Note of TOP Ships Inc., dated January 5, 2018 (61)~~

~~4.71~~	~~Shipbuilding Contract relating to Hull No. 8242, dated January 9, 2018, between PCH Dreaming Inc. and Hyundai Mipo Dockyard Co., Ltd.~~

~~4.72~~	~~Shipbuilding Contract relating to Hull No. S874, dated January 9, 2018, between South California Inc. and Hyundai Samho Heavy Industries Co., Ltd.~~

~~4.73~~	~~Shipbuilding Contract relating to Hull No. S875, dated January 9, 2018, between Malibu Warrior Inc. and Hyundai Samho Heavy Industries Co., Ltd.~~

~~4.74~~	~~Share Purchase Agreement, dated January 31, 2018, between Ships International Inc. and TOP Ships Inc. regarding Hull No. S875~~

~~4.75~~	~~Share Purchase Agreement, dated January 31, 2018, between Ships International Inc. and TOP Ships Inc. regarding Hull No. 8242~~

~~4.76~~	~~Share Purchase Agreement, dated January 31, 2018, between Ships International Inc. and TOP Ships Inc. regarding Hull No. S874~~16, 2023).

8.1	List of subsidiaries of the ~~Company~~Company*

11.1	Insider trading policy of the Company*

12.1	Rule 13a-14(a)/15d-14(a) Certification of the ~~Company's~~Company’s Principal Executive ~~Officer~~Officer*

12.2	Rule 13a-14(a)/15d-14(a) Certification of the ~~Company's~~Company’s Principal Financial ~~Officer~~Officer*

13.1	Certification of the ~~Company's~~Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002*

13.2	Certification of the ~~Company's~~Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002*

15.1	Consent of Independent Registered Accounting ~~Firm~~Firm*

97.1	Policy for the Recovery of Erroneously Awarded Compensation of the Company*

101	The following materials from the ~~Company's~~Company’s Annual Report on Form 20-F for the fiscal year ended December 31, ~~2017,~~2023, formatted in Inline eXtensible Business Reporting Language ~~(XBRL)~~(iXBRL): (i) Consolidated Balance Sheets as of December 31, ~~2016~~2022 and ~~2017;~~2023; (ii) Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, ~~2015, 2016~~2021, 2022 and ~~2017;~~2023; (iii) Consolidated Statements of ~~Stockholders'~~Stockholders’ Equity for the years ended December 31, ~~2015, 2016~~2021, 2022 and ~~2017;~~2023; (iv) Consolidated Statements of Cash Flows for the years ended December 31, ~~2015, 2016~~2021, 2022 and ~~2017;~~2023; and (v) Notes to Consolidated Financial Statements

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101

~~___________________~~

*Filed herewith

~~(1)~~

~~Incorporated by reference to Exhibit 99.2 of the Company's Current Report on Form 6-K, filed on June 24, 2011~~

~~(2)~~

~~Incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 6-K, filed on April 18, 2014~~

~~(3)~~

~~Incorporated by reference to Exhibit 1.3 of the Company's Annual Report on Form 20-F, filed on April 26, 2016~~

~~(4)~~

~~Incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 6-K filed on March 9, 2007~~

~~(5)~~

~~Incorporated by reference to Exhibit 1 of the Company's Current Report on Form 6-K filed on November 28, 2014~~

~~(6)~~

~~Incorporated by reference to Exhibit 2.1 of the Company's Annual Report on Form 20-F, filed on June 29, 2009~~

~~(7)~~

~~Incorporated by reference to Exhibit 2.2 of the Company's Annual Report of Form 20-F, filed on March 14, 2017~~

~~(8)~~

~~Incorporated by reference to Exhibit 4.3 of the Company's Post-Effective Amendment No. 1 to the Registration Statement on Form F-1, filed on May 9, 2016 (File No. 333-194690)~~

~~(9)~~

~~Incorporated by reference to Exhibit 4.1 of the Company's Pre-Effective Amendment No. 2 to the Registration Statement on Form F-1, filed on May 13, 2014 (File No. 333-194690)~~

9197

~~(10)~~

~~Incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 6-K, filed on September 22, 2016~~

~~(11)~~

~~Incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 6-K, filed on November 23, 2016~~

~~(12)~~

~~Incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 6-K, filed on February 21, 2017~~

~~(13)~~

~~Incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 6-K, filed on May 8, 2017~~

~~(14)~~

~~Incorporated by reference to Exhibit 4.1 of the Company's Annual Report on Form 20-F, filed on April 26, 2016~~

~~(15)~~

~~Incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 6-K, filed on September 22, 2016~~

~~(16)~~

~~Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 6-K, filed on November 23, 2016~~

~~(17)~~

~~Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 6-K, filed on November 23, 2016~~

~~(18)~~

~~Incorporated by reference to Exhibit 10.42 of the Company's Registration Statement on Form F-1, filed on March 19, 2014, as amended (File No. 333-194960)~~

~~(19)~~

~~Incorporated by reference to Exhibit 10.43 of the Company's Registration Statement on Form F-1, filed on March 19, 2014, as amended (File No. 333-194960)~~

~~(20)~~

~~Incorporated by reference to Exhibit 4.29 of the Company's Annual Report on Form 20-F, filed on April 29, 2015~~

~~(21)~~

~~Incorporated by reference to Exhibit 4.30 of the Company's Annual Report on Form 20-F, filed on April 29, 2015~~

~~(22)~~

~~Incorporated by reference to Exhibit 4.33 of the Company's Annual Report on Form 20-F, filed on April 29, 2015~~

~~(23)~~

~~Incorporated by reference to Exhibit 4.31 of the Company's Annual Report on Form 20-F, filed on April 29, 2015~~

~~(24)~~

~~Incorporated by reference to Exhibit 4.32 of the Company's Annual Report on Form 20-F, filed on April 29, 2015~~

~~(25)~~

~~Incorporated by reference to Exhibit 4.34 of the Company's Annual Report on Form 20-F, filed on April 29, 2015~~

~~(26)~~

~~Incorporated by reference to Exhibit 4.37 of the Company's Annual Report on Form 20-F, filed on April 26, 2016~~

~~(27)~~

~~Incorporated by reference to Exhibit 4.38 the Company's Annual Report on Form 20-F, filed on April 26, 2016~~

~~(28)~~

~~Incorporated by reference to Exhibit 4.18 of the Company's Annual Report of Form 20-F, filed on March 14, 2017~~

~~(29)~~

~~Incorporated by reference to Exhibit 4.39 of the Company's Annual Report on Form 20-F, filed on April 26, 2016~~

~~(30)~~

~~Incorporated by reference to Exhibit 4.40 of the Company's Annual Report on Form 20-F, filed on April 26, 2016~~

~~(31)~~

~~Incorporated by reference to Exhibit 4.41 of the Company's Annual Report on Form 20-F, filed on April 26, 2016~~

~~(32)~~

~~Incorporated by reference to Exhibit 4.42 of the Company's Annual Report on Form 20-F, filed on April 26, 2016~~

~~(33)~~

~~Incorporated by reference to Exhibit 10.40 of the Company's Post-Effective Amendment No. 2 to the Registration Statement on Form F-1, filed on June 23, 2016 (File No. 333-194690)~~

~~(34)~~

~~Incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 6-K, filed on February 2, 2017~~

~~(35)~~

~~Incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 6-K, filed on March 20, 2017~~

~~(36)~~

~~Incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 6-K, filed on March 27, 2017~~

~~(37)~~

~~Incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 6-K, filed on April 5, 2017~~

~~(38)~~

~~Incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 6-K, filed on April 28, 2017~~

~~(39)~~

~~Incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 6-K, filed on February 7, 2017~~

~~(40)~~

~~Incorporated by reference to Exhibit 1.2 of the Company's Current Report on Form 6-K, filed on February 7, 2017~~

~~(41)~~

~~Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 6-K, filed on February 21, 2017~~

~~(42)~~

~~Incorporated by reference to Exhibit 4.28 of the Company's Annual Report of Form 20-F, filed on March 14, 2017~~

~~(43)~~

Incorporated by reference to Exhibit B of the Schedule 13D/A of Family Trading Inc., Sovereign Holdings Inc., Epsilon Holdings Inc., Oscar Shipholding Ltd, Race Navigation Inc., Tankers Family Inc., and the Lax Trust, filed on March 1, 2017

~~(44)~~

~~Incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 6-K, filed on March 22, 2017~~

~~(45)~~

~~Incorporated by reference to Exhibit 1.2 of the Company's Current Report on Form 6-K, filed on March 22, 2017~~

~~(46)~~

~~Incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 6-K, filed on March 28, 2017~~

~~(47)~~

~~Incorporated by reference to Exhibit 1.2 of the Company's Current Report on Form 6-K, filed on March 28, 2017~~

~~(48)~~

~~Incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 6-K, filed on April 5, 2017~~

~~(49)~~

~~Incorporated by reference to Exhibit 1.2 of the Company's Current Report on Form 6-K, filed on April 5 2017~~

~~(50)~~

~~Incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 6-K, filed on May 15, 2017~~

~~(51)~~

~~Incorporated by reference to Exhibit 1.2 of the Company's Current Report on Form 6-K, filed on May 15, 2017~~

~~(52)~~

~~Incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 6-K, filed on September 15, 2017~~

~~(53)~~

~~Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 6-K, filed on May 8, 2017~~

~~(54)~~

~~Incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 6-K, filed on November 8, 2017~~

~~(55)~~

~~Incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 6-K, filed on November 14, 2017~~

~~(56)~~

~~Incorporated by reference to Exhibit 1.2 of the Company's Current Report on Form 6-K, filed on November 14, 2017~~

~~(57)~~

~~Incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 6-K, filed on December 11, 2017~~

~~(58)~~

~~Incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 6-K, filed on December 15, 2017~~

~~(59)~~

~~Incorporated by reference to Exhibit 1.2 of the Company's Current Report on Form 6-K, filed on December 15, 2017~~

~~(60)~~

~~Incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 6-K, filed on January 8, 2018~~

~~(61)~~

~~Incorporated by reference to Exhibit 1.2 of the Company's Current Report on Form 6-K, filed on January 8, 2018~~

Table of Contents

SIGNATURES

~~SIGNATURES~~

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	TOP SHIPS INC.
	(Registrant)

Date: March 29 ~~2018~~, 2024	By:	/s/ Evangelos J. Pistiolis
		Evangelos J. Pistiolis
		President, Chief Executive Officer, and Director

TOP SHIPS INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 1163)	F-2

Consolidated Balance sheets as of December 31, ~~2016~~2022 and ~~2017~~2023	F-3

Consolidated Statements of Comprehensive ~~loss~~income for the years ended December 31, ~~2015, 2016~~2021, 2022 and ~~2017~~2023	F-4

Consolidated Statements of ~~Stockholders'~~Stockholders’ equity for the years ended December 31, ~~2015, 2016~~2021, 2022 and ~~2017~~2023	F-5

Consolidated Statements of Cash flows for the years ended December 31, ~~2015, 2016~~2021, 2022 and ~~2017~~2023	F-6

Notes to consolidated financial statements	~~F-8~~ F-7

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Top Ships Inc.,

Majuro, Republic of the Marshall Islands

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Top Ships Inc. and subsidiaries (the ~~"Company"~~“Company”) as of December 31, ~~2017~~2023 and ~~2016,~~2022, the related consolidated statements of comprehensive ~~loss, stockholders'~~income, mezzanine and stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, ~~2017~~2023, and the related notes (collectively referred to as the ~~"consolidated financial statements"~~“financial statements”). In our opinion, the ~~consolidated~~ financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2017~~2023 and ~~2016,~~2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2017,~~2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These ~~consolidated~~ financial statements are the responsibility of the ~~Company's~~Company’s management. Our responsibility is to express an opinion on the ~~Company's consolidated~~Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ~~("PCAOB")~~(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ~~consolidated~~ financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the ~~Company's~~Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the ~~consolidated~~ financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the ~~consolidated~~ financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the ~~consolidated~~ financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Deloitte Certified Public Accountants S.A.

Athens, Greece

March 29, ~~2018~~2024

We have served as the ~~Company's~~Company’s auditor ~~since~~since 2006.

~~F-2~~

F-2

Table of Contents

~~TOP SHIPS INC.~~

~~CONSOLIDATED BALANCE SHEETS~~

~~DECEMBER 31, 2016 AND 2017~~

~~(Expressed in thousands of U.S. Dollars - except share and per share data)~~

December 31, December 31,
2016 2017
ASSETS

CURRENT ASSETS:

Cash and cash equivalents 127 24,081
Trade accounts receivable 19 621
Prepayments and other (Note 7) 864 428
Due from related parties 34 -
Inventories (Note 8) 583 645
Prepaid bareboat charter hire (Note 6) 1,657 1,656
Deferred charges (Note 9) - 341
Restricted cash (Note 6 and 9) 1,257 1,283
Total current assets 4,541 29,055

FIXED ASSETS:

Advances for vessels under construction (Note 4(a)) - 6,757
Vessels, net (Note 4(b)) 126,170 154,935
Other fixed assets, net 1,161 1,042
Total fixed assets 127,331 162,734

OTHER NON CURRENT ASSETS:

Prepaid bareboat charter hire (Note 6) 6,935 5,278
Restricted cash (Note 6 and 9) 4,210 5,249
Investments in unconsolidated joint ventures (Note 20) - 17,738
Derivative financial instruments (Note 17) 300 394
Total non-current assets 11,445 28,659

Total assets 143,317 220,448

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Current portion of long-term debt (Note 9(a) ) 7,995 9,508
Short-term debt (Note 9(b)) - 10,183
Debt from related parties (Note 9(c)) 4,085 -
Due to related parties (Note 5) 1,108 120
Accounts payable 1,902 2,799
Accrued liabilities 2,965 1,985
Unearned revenue 1,978 986

Total current liabilities 20,033 25,581

NON-CURRENT LIABILITIES:

Derivative financial instruments (Note 17) 3,563 3,335
Non-current portion of long term debt (Note 9(a)) 72,459 84,258

Total non-current liabilities 76,022 87,593

COMMITMENTS AND CONTINGENCIES (Note 10)

Total liabilities 96,055 113,174

MEZZANINE EQUITY:
Preferred stock; 2,106 and 0 Series B shares issued and outstanding at December 31, 2016 and 2017 with $0.01 par value (Note 19) 1,741 -

STOCKHOLDERS' EQUITY:

Preferred stock, $0.01 par value; 20,000,000 shares authorized; of which 2,106 and 0 Series B shares were outstanding at December 31, 2016 and 2017 (refer to Mezzanine Equity - Note 19);
of which 0 and 100,000 Series D shares were outstanding at December 31, 2016 and 2017 (Note 11) - 1
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 31 and 8,923,617 shares issued and outstanding at December 31, 2016 and 2017 (Note 11) - 89
Additional paid-in capital (Note 11) 328,762 402,644
Accumulated deficit (283,241 ) (296,645 )

Total stockholders' equity 45,521 106,089

Non-controlling Interests - 1,185
Total equity 45,521 107,274

Total liabilities and stockholders' equity 143,317 220,448

~~F-3~~

TOP SHIPS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 2015, 2016 AND 2017
(Expressed in thousands of U.S. Dollars – except share and per share data)

2015 2016 2017
REVENUES:

Revenues 13,075 28,433 39,363

EXPENSES:

Voyage expenses (Note 14) 370 736 999
Bareboat charter hire expenses (Note 6) 5,274 6,299 6,282
Amortization of prepaid bareboat charter hire (Note 6) 1,431 1,577 1,657
Vessel operating expenses (Note 14) 4,789 9,913 13,444
Vessel depreciation (Note 4b) 668 3,467 5,744
Management fees-related parties (Note 5) 1,621 1,824 4,730
General and administrative expenses 2,983 2,906 5,805
Other operating loss/ (income) (Note 18) 274 (3,137 ) (914 )
Impairment on vessel (Note 4) 3,081 - -

Operating (loss)/income (7,416 ) 4,848 1,616

OTHER EXPENSES:

Interest and finance costs (including $20, $509 and $504 respectively, to related party) (Note 15) (719 ) (3,093 ) (15,793 )
Loss on derivative financial instruments (Note 17) (392 ) (698 ) (301 )
Interest income - - 13
Other, net (Note 9) 20 (5 ) 1,120

Total other expenses, net (1,091 ) (3,796 ) (14,961 )

Net (loss)/income and comprehensive (loss)/income (8,507 ) 1,052 (13,345 )
Deemed dividend for beneficial conversion feature of Series B convertible preferred stock (Note 19) - (1,403 ) -
Equity loss in unconsolidated joint ventures - - (27 )
Net loss attributable to common shareholders (8,507 ) (351 ) (13,372 )

Attributable to:
Common stock holders (8,507 ) (351 ) (13,404 )
Non-controlling interests - - 32

Loss per common share, basic and diluted (Note 13) (773,364 ) (15,955 ) (12.57 )
The accompanying notes are an integral part of these consolidated financial statements.

~~F-4~~

TOP SHIPS INC.

CONSOLIDATED ~~STATEMENTS OF STOCKHOLDERS' EQUITY~~BALANCE SHEETS

~~FOR THE YEARS ENDED~~ DECEMBER 31, ~~2015, 2016~~2022 AND ~~2017~~2023

~~(Expressed~~(Expressed in thousands of U.S. Dollars –- except ~~number of shares~~share and per share data)

	December 31,			December 31,
	2022			2023
ASSETS

CURRENT ASSETS:

Cash and cash equivalents		20,544			35,956
Trade accounts receivable		8			317
Prepayments and other		1,314			1,545
Inventories		1,026			915
Total current assets		22,892			38,733

FIXED ASSETS:

Vessels, net (Note 4)		389,059			374,710
Right of use assets from operating leases (Note 6)		28,708			19,476
Other fixed assets, net		505			505
Total fixed assets		418,272			394,691

OTHER NON CURRENT ASSETS:

Restricted cash (Note 6 and 7)		4,000			4,000
Investments in unconsolidated joint ventures (Note 16)		22,173			19,635
Deposit asset		2,000			2,000
Deferred Charges		-			130
Total non-current assets		28,173			25,765

Total assets		469,337			459,189

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Current portion of long-term debt (Note 7)		12,344			12,418
Due to related parties (Note 5)		237			4,648
Accounts payable		1,953			1,356
Accrued liabilities		2,061			2,355
Unearned revenue		7,030			6,615
Current portion of Operating lease liabilities (Note 6)		8,610			8,980
Current portion of Vessel fair value participation liability (Note 7)		-			5,000
Total current liabilities		32,235			41,372

NON-CURRENT LIABILITIES:

Non-current portion of long term debt (Note 7)		221,370			228,080
Non-current portion of Operating lease liabilities (Note 6)		15,338			6,357
Other non-current liabilities		100			-
Vessel fair value participation liability (Note 7)		3,271			-
Total non-current liabilities		240,079			234,437

COMMITMENTS AND CONTINGENCIES (Note 8)

Total liabilities		272,314			275,809

MEZZANINE EQUITY:
Preferred stock, $0.01 par value; 20,000,000 shares authorized; 13,452 and 0 Series E Shares and 5,850,748 and 3,659,627 Series F Shares issued and outstanding at December 31, 2022, and 2023 (Note 15)		59			37
Preferred stock, Paid-in capital in excess of par		86,292			43,879
Total mezzanine equity		86,351			43,916

STOCKHOLDERS’ EQUITY:

Preferred stock, $0.01 par value; 20,000,000 shares authorized; of which 100,000 Series D Shares were outstanding at December 31, 2022 and 2023 (Note 9)		1			1
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 857,908 and 4,626,197 shares issued and outstanding at December 31, 2022 and 2023 (Note 9)		9			46
Additional paid-in capital		428,468			451,157
Accumulated deficit		(317,806	)		(311,740	)
Total stockholders’ equity		110,672			139,464

Total liabilities, mezzanine equity and stockholders’ equity		469,337			459,189

Additional
Preferred Stock Common Stock Paid in Accumulated Deficit
# of Shares Par Value # of Shares* Par Value* Capital* attributable to common stockholders Non-controlling interest Total
BALANCE, December 31, 2014 10 - 318,315 (275,786) - 42,529
Net loss and comprehensive loss - - - (8,507) - (8,507)
Stock-based compensation (Note 12) 1 - 131 - - 131
BALANCE, December 31, 2015 11 - 318,446 (284,293) - 34,153
Net income and comprehensive income - - - 1,052 - 1,052
Stock-based compensation (Note 12) - 239 - - 239
Common shares issued in exchange of assumption of Delos Termination Fee (Note 5) 8 - 3,796 - - 3,796
Issuance of common stock due to exercise of warrants (Note 11) 12 6,281 - - 6,281
Deemed dividend for Series B convertible preferred stock's beneficial conversion feature (Note 19) - - (1,403) - - (1,403)
Beneficial conversion feature of Series B convertible preferred stock (Note 19) - - 1,403 - - 1,403
BALANCE, December 31, 2016 31 - 328,762 (283,241) - 45,521
Net loss - - - (13,404) 32 (13,372)
Issuance of common stock pursuant to convertible related party loans (Note 9)                  4 2,040 - - 2,040
Issuance of common stock pursuant to the Common Stock Purchase Agreement (Note 11)       632,775 6 38,383 - - 38,389
Issuance of common stock pursuant to the Crede Common Stock Purchase Agreement (Note 11)     7,148,889 72 28,561 - - 28,633
Issuance of common stock pursuant to Series C convertible preferred shares conversions (Note 9 and 11) 904,646 9 8,204 - - 8,213
Series C convertible preferred stock's beneficial conversion feature (Note 9) - - 7,500 - - 7,500
Issuance of common stock due to exercise of warrants (Note 11) 219,250 2 1,538 - - 1,540
Stock-based compensation (Note 12) - - (25) - - (25)
Non-controlling interest on acquisition of Eco Seven Inc (Note 1) 5,278 5,278
Reduction of non-controlling interest arising from Company's purchase of additional ownership interest in Eco Seven In. (Note 1) (4,125) (4,125)
Excess of consideration over acquired assets (Note 1) - - (12,909) (12,909)
Cancellation of fractional shares due to reverse stock splits (4) - - - - -
Issuance of common stock pursuant to Series B convertible preferred stock conversions reflected in Mezzanine equity (Note 19) 18,026 1,743 - - 1,743
Issuance of Series D preferred stock (Note 11)

100,000

1
- - - - - 1
Additional paid-in capital attributed to non-controlling interests - - (1,153) - (1,153)
BALANCE, December 31, 2017 100,000 1 8,923,617 89 402,644 (296,645) 1,185 107,274

*Adjusted to reflect the reverse stock splits effected in May 2017, June 2017, August 2017, October 2017,and March 2018 (see Note 11)

~~The accompanying notes are an integral part of these consolidated financial statements.~~

~~F-5~~

TOP SHIPS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2015, 2016 AND 2017

(Expressed in thousands of U.S. Dollars)
2015 2016 2017
Cash Flows from Operating Activities:

Net (loss)/ income (8,507 ) 1,052 (13,372 )
Adjustments to reconcile net (loss)/ income to net cash
(used in)/provided by operating activities:
Vessel depreciation (Note 4) 668 3,467 5,744
Other fixed assets depreciation 127 121 120
Equity losses in unconsolidated joint ventures - - 27
Non-cash debt conversion expenses - - 842
Amortization and write off of deferred financing costs 538 163 1,640
Amortization of debt discount - - 7,500
Stock-based compensation expense (Note 12) 131 239 (25 )
Change in fair value of derivative financial instruments (Note 17) 617 682 (175 )
Write-off of short term debt (Note 9) - - (1,118 )
Loss on sale of other fixed assets - 22 -
Amortization of prepaid bareboat charter hire (Note 6) 1,431 1,577 1,657
Impairment on vessel (Note 4) 3,081 - -
Other operating income - (3,137 ) (914 )
(Increase)/Decrease in:
Trade accounts receivable (57 ) 88 (602 )
Inventories (78 ) (181 ) (62 )
Prepayments and other 340 (429 ) 436
Due from related parties 25 (34 ) 34
Increase/(Decrease) in:
Due to related parties 110 14 (1,034 )
Accounts payable 114 954 (207 )
Other non-current liabilities (430 ) - -
Accrued liabilities 503 128 1,196
Unearned revenue - 1,978 (992 )

Net Cash (used in)/ provided by Operating Activities (1,387 ) 6,704 695

Cash Flows from Investing Activities:

Advances for vessels under construction and capitalized expenses (Note 4) (53,410 ) (73,383 ) (6,757 )
Vessel acquisitions (Note 4) - - (34,671 )
Investments in unconsolidated joint ventures (Note 20) - - (17,639 )
Net proceeds from sale of vessels (Note 4) 54,152 - -
Net proceeds from sale of other fixed assets - 29 -
Acquisition of other fixed assets (6 ) - -

Net Cash provided by/(used in) Investing Activities 736 (73,354 ) (59,067 )

Cash Flows from Financing Activities:

Proceeds from debt (Note 9) 24,450 65,385 24,849
Proceeds from short-term notes (Note 9) - - 68,790
Proceeds from related party debt (Note 9) 3,850 235 3,148
Principal payments of debt (500 ) (5,085 ) (9,546 )
Proceeds from issuance of Series C convertible preferred stock (Note 9 and 11) - - 7,500
Prepayment of  debt (19,419 ) - -
Prepayment of  related party debt (Note 9) (2,250 ) - (7,233 )
Excess of purchase price over book value of vessels - - (12,909 )
Proceeds from common stock purchase agreements - - 9,726
Proceeds from warrant exercises - 5,765 1,567
Proceeds from issuance of Series B convertible preferred stock - 2,001 -
Equity offering issuance costs (237 ) (87 ) (1,342 )
Payment of financing costs (989 ) (388 ) (1,159

Net Cash provided by Financing Activities 4,905 67,826 83,391

Net increase in cash and cash equivalents and restricted cash 4,254 1,176 25,019

Cash and cash equivalents and restricted cash at beginning of year 164 4,418 5,594

Cash and cash equivalents and restricted cash at end of the year 4,418 5,594 30,613

Cash breakdown
Cash and cash equivalents 2,668 127 24,081
Restricted cash, current - 1,257 1,283
Restricted cash, non-current 1,750 4,210 5,249
SUPPLEMENTAL CASH FLOW INFORMATION

  Capital expenditures included in Accounts payable/Accrued liabilities 1,093 205 43
Interest paid net of capitalized interest 189 2,434 5,103
Finance fees included in Accounts payable/Accrued liabilities 670 67 372
Common stock purchase agreements, warrant exercise and Series B convertible preferred stock issuance costs included in liabilities 515 792 1,108
Shares issued as consideration for the assumption of liabilities - 3,796 -
Beneficial conversion feature of Series B convertible preferred stock (Note 19) - 1,403 -
Deemed dividend for beneficial conversion feature of Series B convertible preferred stock (Note 19) - (1,403 ) -
Shares issued in exchange for converting debt, interest & finance fees - - 10,890
Settlement of notes with common stock issued (Note 9 and 11) - - 58,794

The accompanying notes are an integral part of these consolidated financial statements.

~~F-6~~

F-3

Table of Contents

TOP SHIPS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 and 2023

(Expressed in thousands of U.S. Dollars - except share and per share data)

	*2021*			*2022*			*2023*
Revenues (including $0, $7,294 and $8,943 respectively, from related party) (Note 17 & 5)		56,367			80,656			82,949

EXPENSES:
Voyage expenses (including $705, $1,008 and $1,037 respectively, to related party) (Note 11)		1,317			1,648			1,609
Operating lease expense (Note 6)		10,840			10,840			10,840
Vessel operating expenses (including $17, $37 and $42 respectively, to related party) (Note 11)		15,679			18,628			18,527
Dry-docking costs		361			-			-
Vessel depreciation (Note 4)		7,670			13,289			14,349
Management fees-related parties (Note 5)		2,596			2,093			2,200
General and administrative expenses (including $360, $360 and $5,360 respectively, to related party)(Note 5)		1,943			1,617			6,697
Gain on sale of vessels		-			(78	)		-
Impairment of vessels		1,160			-			-
Operating income		14,801			32,619			28,727

OTHER EXPENSES:
Interest and finance costs (including $0, $207 and $0 respectively, to related party) (Note 12)		(6,998	)		(14,365	)		(22,989	)
Gain on derivative financial instruments (Note 14)		66			-			-
Interest income		-			48			346
Equity gain/(loss) in unconsolidated joint ventures		747			646			(18	)
Total other expenses, net		(6,185	)		(13,671	)		(22,661	)

Net income and comprehensive income		8,616			18,948			6,066
Less: Deemed dividend for beneficial conversion feature of Series E Shares (Note 15)		(900	)		-			-
Less: Deemed dividend equivalents on preferred shares related to redemption value (Note 15)		(437	)		(14,400	)		-
Less: Preferred shares dividend (Note 15)		(1,883	)		(12,390	)		(6,010	)
Less: Deemed dividend on warrant inducement (Note 9)		-			(1,345	)		-
Less: Deemed dividend on Series E Shares conversion		-			-			(22,426	)
*Net income/ (loss) attributable to common shareholders*		5,396			(9,187	)		(22,370	)

*Earnings/(Loss) per common share, basic and diluted (Note 10)*		32.51			(36.34	)		(12.44	)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Table of Contents

TOP SHIPS INC.

CONSOLIDATED STATEMENTS OF MEZZANINE AND STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 and 2023

(Expressed in thousands of U.S. Dollars – except number of shares and per share data)

	Mezzanine Equity									Preferred Stock				Common Stock					Additional			Accumulated Deficit attributable
	# of Shares			Par Value			Mezzanine Equity			# of Shares		Par Value		# of Shares*			Par Value*		Paid-In Capital*			to common stockholders			Total
BALANCE, December 31, 2020		11,264			-			13,517			100,000		1		165,966			2		466,068			(345,370	)		120,701
Net Income																							8,616			8,616
Stock-based compensation																				(34	)					(34	)
Issuance of Series E Shares (Note 15)		2,188			-			2,188																		-
Deemed dividend equivalents on Series E Shares issued during the period related to redemption value								437												(437	)					(437	)
Dividends of Series E shares (Note 15)																				(1,883	)					(1,883	)
Beneficial conversion feature related to the issuance of Series E Shares								(900	)											900						900
Deemed dividend related to beneficial conversion feature of Series E Shares								900												(900	)					(900	)
Excess of consideration over carrying value of acquired assets (Note 1)																				(33,741	)					(33,741	)
BALANCE, December 31, 2021		13,452			-			16,142			100,000		1		165,966			2		429,973			(336,754	)		93,222
Net Income																							18,948			18,948
Stock-based compensation																				(16	)					(16	)
Redemption of fractional shares due to reverse stock split															(535	)				(15	)					(15	)
Issuance of preferred shares (Note 15)		7,200,000			72			71,928																		-
Deemed dividend of Series F shares related to redemption value								14,400												(14,400	)					(14,400	)
Dividends of preferred shares (Note 15)																				(12,390	)					(12,390	)
Exercise of warrants, net of fees															59,595			1		4,535						4,536
Redemptions of preferred shares (Note 15)		(1,349,252	)		(13	)		(16,178	)																	-
Issuance of common stock pursuant to equity offerings, net (Note 9)															632,882			6		20,781						20,787
Deemed dividend on warrant inducement (Note 9)																				(1,345	)					(1,345	)
Incremental fair value of the October 2022 Warrants (Note 9)																				1,345						1,345
BALANCE, December 31, 2022		5,864,200			59			86,292			100,000		1		857,908			9		428,468			(317,806	)		110,672
Net Income																							6,066			6,066
Redemption of fractional shares due to reverse stock split															(27	)										-
Conversion of Series E Shares (Note 15)		(13,452	)		-			(16,142	)						2,930,718			29		38,539						38,568
Deemed dividend on Series E Shares conversion (Note 15)																				(22,426	)					(22,426	)
Dividends of preferred shares (Note 15)																				(6,010	)					(6,010	)
Exercise of warrants, net of fees															500					12						12
Redemptions of preferred shares (Note 15)		(2,191,121	)		(22	)		(26,271	)																	-
Issuance of common stock pursuant to equity offerings, net (Note 9)															837,098			8		12,574						12,582
BALANCE, December 31, 2023		3,659,627			37			43,879			100,000		1		4,626,197			46		451,157			(311,740	)		139,464

The accompanying notes are an integral part of these consolidated financial statements.

* Adjusted to reflect the reverse stock split effected in September 2023 (see Note 1)

F-5

Table of Contents

TOP SHIPS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 and 2023

(Expressed in thousands of U.S. Dollars)

	2021			2022			2023
Cash Flows from Operating Activities:
Net income		8,616			18,948			6,066
Adjustments to reconcile net income to net cash provided by operating activities:
Vessel depreciation		7,670			13,289			14,349
Other fixed assets depreciation		14			4			-
Equity (gains)/losses in unconsolidated joint ventures		(747	)		(646	)		18
Dividends from cumulative earnings of joint venture		1,524			646			-
Amortization and write off of deferred financing costs and debt discounts		840			2,522			4,726
Stock-based compensation expense		(34	)		(16	)		-
Change in fair value of derivative financial instruments		(66	)		-			-
Amortization of Right of use assets from operating leases		7,943			8,571			9,232
Impairment on vessels		1,160			-			-
Gain on sale of other fixed assets		-			(15	)		-
Gain on sale of vessels		-			(78	)		-
(Increase)/Decrease in:
Trade accounts receivable		(76	)		68			(309	)
Inventories		(157	)		(355	)		111
Prepayments and other		323			(733	)		(231	)
Increase/(Decrease) in:
Due to related parties		(2,797	)		(3,204	)		4,411
Accounts payable		(123	)		(82	)		(503	)
Other non-current liabilities		(75	)		(125	)		(100	)
Accrued liabilities		(207	)		1,068			189
Unearned revenue		1,584			3,372			(415	)
Operating lease liabilities		(9,331	)		(9,815	)		(8,611	)
Net Cash provided by Operating Activities		16,061			33,419			28,933

Cash Flows used in Investing Activities:
Advances for vessels under construction and capitalized expenses		(115,513	)		(216,714	)		-
Returns of investments in unconsolidated joint ventures (2020 Joint Venture – see Note 16)		2,976			2,304			2,520
Net proceeds from vessel sales		35,886			71,714			-
Net proceeds from sales of other fixed assets, net		-			40			-
Net Cash (used in)/ provided by Investing Activities		(76,651	)		(142,656	)		2,520

Cash Flows from Financing Activities:
Proceeds from debt		74,800			156,201			82,000
Proceeds from related party debt		-			9,000			-
Principal payments and prepayments of related party debt		-			(9,000	)		-
Principal payments and prepayments of debt		(28,313	)		(68,893	)		(76,384	)
Redemption of preferred shares		-			(16,191	)		(26,293	)
Proceeds from issuance of common stock		-			22,718			13,562
Proceeds from warrant exercises, net of fees		-			4,556			12
Equity offering issuance costs		-			(1,671	)		(1,260	)
Payment of financing costs		(1,076	)		(3,566	)		(1,668	)
Dividends of preferred shares		(1,779	)		(13,358	)		(6,010	)
Proceeds from issuance of preferred shares (Note 15)		-			47,630			-
Redemption of fractional shares due to reverse stock split		-			(15	)		-
Net Cash provided by/(used in) Financing Activities		43,632			127,411			(16,041	)

Net (decrease)/increase in cash and cash equivalents and restricted cash		(16,958	)		18,174			15,412

Cash and cash equivalents and restricted cash at beginning of year		23,328			6,370			24,544

Cash and cash equivalents and restricted cash at end of the year		6,370			24,544			39,956

Cash breakdown
Cash and cash equivalents		2,370			20,544			35,956
Restricted cash, current		-			-			-
Restricted cash, non-current		4,000			4,000			4,000
SUPPLEMENTAL CASH FLOW INFORMATION

Capital expenditures included in Accounts payable/Accrued liabilities/Due to related parties		1,530			-			-
Interest paid, net of capitalized interest		7,412			11,161			18,277
Finance fees included in Accounts payable/Accrued liabilities/Due to related parties		151			-			290
Equity issuance costs and warrant related costs included in liabilities		-			280			-
Unpaid Excess of consideration over carrying value of acquired assets included in Due to Related Parties (Note 1)		27,562			-			-
Beneficial conversion feature of Series E perpetual convertible preferred stock		900			-			-
Settlement of related party debt, interest, finance fees, Excess consideration over acquired assets, capital expenditures and dividends with issuance of preferred shares (Note 15)		2,188			24,370			-
Dividends payable included in Due to related parties		968			-			-
Carrying value of net assets of companies acquired (Note 1)		8,933			-			-
Deemed dividend equivalents on preferred shares related to redemption value (Note 15)		437			14,400			-
Deemed dividend on warrant inducement (Note 9)		-			1,345			-
Deemed dividend on Series E Shares conversion		-			-			22,426

The accompanying notes are an integral part of these consolidated financial statements.

F-6

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, ~~2016~~2022 AND ~~2017~~

2023

AND FOR THE YEARS ENDED DECEMBER 31, ~~2015, 2016 AND 2017~~

2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

1.	Basis of Presentation and General Information:

The ~~accompanying~~ consolidated financial statements include the accounts of Top Ships Inc. (formerly Top Tankers Inc. and Ocean Holdings Inc.) and its wholly owned subsidiaries (collectively the ~~"Company"~~“Company”). Ocean Holdings Inc. was formed on January 10, 2000, under the laws of Marshall Islands and was renamed to Top Tankers Inc. and Top Ships Inc. in May 2004 and December 2007, respectively. The Company is an international provider of worldwide oil, petroleum products and chemicals transportation services.

As of December 31, ~~2017,~~2023, the Company was the sole owner of all outstanding shares of the following subsidiary companies. The following list is not exhaustive as the Company has other subsidiaries relating to vessels that have been sold and that remain dormant for the periods presented in these consolidated financial statements as well as intermediary companies that own shipowning companies that are 100% subsidiaries of the ~~Company that own shipowning companies.~~

Company.

*Companies*	*Date of* *Incorporation*	*Country of* *Incorporation*	*Activity*
Top Tanker Management Inc.	May 2004	Marshall Islands	Management company

		*Wholly owned Shipowning Companies (“SPC”) with vessels in ~~operations~~ operation during years ended December 31, ~~2015, 2016~~2021,* 2022 and ~~2017~~2023	*Date of* *Incorporation*	*Country of* *Incorporation*	*Vessel*	*Delivery Date*
1	~~Monte Carlo 71 Shipping Company Limited~~	~~June 2014~~	~~Marshall Islands~~	~~M/T Stenaweco Energy (acquired June 2014), sold January 2015~~
2	~~Monte Carlo One Shipping Company Ltd~~	~~June 2012~~	~~Marshall Islands~~	~~M/T Stenaweco Evolution (acquired March 2014), sold March 2015~~
3	~~Monte Carlo Seven Shipping Company Limited~~	~~April 2013~~	~~Marshall Islands~~	~~M/T Stenaweco Excellence (acquired March 2014)~~
4	Monte Carlo Lax Shipping Company Limited	May 2013	Marshall Islands	M/T Nord Valiant	August 2016 (sold in 2021)
2	PCH Dreaming Inc.	January 2018	Marshall Islands	M/T Eco Marina Del Rey	March 2019
3	Roman Empire Inc.	February 2020	Marshall Islands	Eco West Coast	March 2021
4	Athenean Empire Inc.	February 2020	Marshall Islands	Eco Malibu	May 2021
5	Julius Caesar Inc.	May ~~2013~~2020	Marshall Islands	~~M/T Nord Valiant (acquired March 2014)~~Julius Caesar	January 2022
56	~~Monte Carlo 37 Shipping Company Limited~~Legio X Inc.	~~September 2013~~December 2020	Marshall Islands	~~M/T Eco Fleet (acquired~~ Legio X Equestris	March ~~2014)~~2022
67	~~Monte Carlo 39 Shipping Company Limited~~Eco Oceano CA Inc.	December ~~2013~~2020	Marshall Islands	~~M/T~~ Eco ~~Revolution (acquired~~ Oceano CA	March ~~2014 )~~2022

	~~Wholly owned Shipowning Companies with vessels~~ ~~under construction during year ended December 31, 2017~~	~~Date of~~ ~~Incorporation~~	~~Country of~~ ~~Incorporation~~	~~Vessel~~
7	~~Astarte International Inc~~	~~April 2017~~	~~Marshall Islands~~	~~M/T Eco Palm Desert (contract acquired April 2017)~~
8	~~PCH77 Shipping Company Limited~~	~~September 2017~~	~~Marshall Islands~~	~~M/T Eco California ( contract acquired November 2017)~~

As of December 31, ~~2017, the Company was the owner of 90% of outstanding shares of the following company.~~

	~~Shipowning Company~~	~~Date of~~ ~~Incorporation~~	~~Country of~~ ~~Incorporation~~	~~Vessel~~
1	~~Eco Seven Inc.~~	~~February 2017~~	~~Marshall Islands~~	~~M/T Stenaweco Elegance (acquired February, 2017)~~

~~As of December 31, 2017,~~2021, 2022 and 2023, the Company was the owner of 50% of outstanding shares of the following ~~companies that each owns a vessel under construction.~~

companies.

	~~Shipowning Companies~~ *SPC*	*Date of* *Incorporation*	*Country of* *Incorporation*	*Vessel*	*Built Date*
1	~~City of Athens~~ California 19 Inc.	~~November 2016~~ May 2019	Marshall Islands	M/T Eco ~~Holmby Hills (contract acquired June, 2017)~~Yosemite Park	March 2020
2	~~Eco Nine~~ California 20 Inc.	~~March 2015~~ May 2019	Marshall Islands	M/T Eco ~~Palm Springs (contract acquired June, 2017)~~Joshua Park	March 2020

~~F-7~~

F-7

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, ~~2016~~2022 AND ~~2017~~

2023

AND FOR THE YEARS ENDED DECEMBER 31, ~~2015, 2016 AND 2017~~

2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

On ~~February 20, 2017,~~January 6, 2021 the Company ~~acquired~~sold to a ~~40%~~related party affiliated with the Company’s Chief Executive Officer, President and director, Mr. Evangelos J. Pistiolis (the “Buyer”) the three shipowning companies that owned the newbuilding vessels M/T Eco Van Nuys (Hull No 2789), M/T Eco Santa Monica (Hull No 2790) and M/T Eco Venice Beach (Hull No 2791) in exchange for:

●

$10,000 in cash.

●

100% ownership in a Marshall Islands company that was party to a shipbuilding contract for a high specification scrubber fitted Suezmax Tanker at the time under construction at Hyundai Samho shipyard, delivered in March 2022 (M/T Eco Oceano CA - Hull No871). The shipowning company is party to a time charter, starting from the vessel’s delivery, with Central Tankers Chartering, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, for a firm duration of five years at a gross daily rate of $32,450, with a charterer’s option to extend for two additional years at $33,950 and $35,450 (also see Note 5).

●

35% ownership in one Marshall Islands company that was a party to a shipbuilding contract for a high specification scrubber fitted VLCC tanker at the time under construction at Hyundai Heavy Industries shipyard, delivered in January 2022 (Julius Caesar - Hull No.3213). The shipowning company is party to a time charter, starting from the vessel’s delivery, with Trafigura Maritime Logistics Pte Ltd (“Trafigura”), for a firm duration of three years at a gross daily rate of $36,000, with a charterer’s option to extend for two additional years at $39,000 and $41,500.

●

35% ownership in one Marshall Islands company that is party to a shipbuilding contract for a high specification scrubber fitted VLCC tanker at the time under construction at Hyundai Heavy Industries shipyard, delivered in March 2022 (Legio X Equestris - Hull No.3214). The shipowning company is party to a time charter, starting from the vessel’s delivery, with Trafigura, for a firm duration of three years at a gross daily rate of $35,750, with a charterer’s option to extend for two additional years at $39,000 and $41,500.

●

A settlement of $1,150 in related party payables to the Buyer.

The Buyer remained the guarantor on the shipbuilding contracts towards the shipyard and in addition, the Buyer provided the Company with an option for a credit line up to 10% of the total shipbuilding cost at market terms, to be negotiated when the option was to be exercised, amounting to $23,815.

On September 8, 2021 the Company purchased from the Buyer for a consideration of $29,750 an additional 65% ownership interest in ~~Eco Seven~~Julius Caesar Inc. ~~("Eco Seven"), a Marshall Islands corporation, from Malibu Shipmanagement Co. ("Malibu"), a Marshall Islands corporation~~- Hull No. 3213 and ~~wholly-owned subsidiary~~Legio X Inc. - Hull No. 3214 (the “VLCC Companies”). Following this transaction, the Company is the 100% owner of the ~~Lax Trust, an irrevocable trust established for~~VLCC Companies. The Buyer remained the ~~benefit of certain family members of Evangelos J. Pistiolis,~~guarantor on the ~~Company's President, Chief Executive Officer~~shipbuilding contracts towards the shipyard and ~~Director, for an aggregate purchase price of $6,500, pursuant~~in addition the Buyer provided a financing option to ~~a share purchase agreement. On March 30, 2017,~~ the Company ~~acquired another 9% ownership interest in Eco Seven~~by remaining responsible to the shipyard for up to 20% of the shipbuilding cost per vessel (increased from ~~Malibu for an aggregate purchase price~~10%, as previously agreed on January 6, 2021), at the option of ~~$1,500. On May 30, 2017,~~ the Company, ~~acquired an additional 41% interest~~to be exercised until each vessel’s delivery date.

Due to the abovementioned purchase of the remaining 65% of the VLCC Companies, which were initially accounted for as Investments in Eco Seven from Malibu, for $6,500, increasing the Company's interest to 90%. The Company controls the board and management of Eco Seven and thus consolidates Eco Seven in its financial statements from February 20, 2017 onwards. Eco Seven owns M/T Stenaweco Elegance, a 50,118 dwt product/chemical tanker that was delivered from Hyundai Vinashin Shipyard Co., Ltd of Vietnam ("Hyundai") on February 28, 2017.

~~On March 30, 2017,~~affiliates, the Company ~~acquired a 49% ownership interest in City of Athens from Fly Free Company, a Marshall Islands corporation and wholly-owned subsidiary~~consolidates the VLCC Companies.

Each of the Lax Trust, for an aggregate purchase price of $4,200. City of Athens is a party to a newbuilding contract for the construction of M/T Eco Holmby Hills, a 50,000 dwt newbuilding product/chemical tanker scheduled for delivery from Hyundai in March 2018. Furthermore on March 30, 2017, the Company, acquired a 49% ownership interest in Eco Nine from Maxima International Co., a Marshall Islands corporation and wholly-owned subsidiary of the Lax Trust, for an aggregate purchase price of $3,500. Eco Nine is a party to a newbuilding contract for the construction of M/T Eco Palm Springs, a 50,000 dwt newbuilding product/chemical tanker scheduled for delivery from Hyundai in May 2018. On June 14, 2017 the Company acquired an additional 1% interest in City of Athens and in Eco Nine for an aggregate consideration of $157, increasing the Company's interest in both companies to 50%.

On April 26, 2017, the Company acquired a 100% ownership interest in Astarte International Inc. ("Astarte") from Indigo Maritime Ltd, a Marshall Islands corporation and wholly-owned subsidiary of the Lax Trust, for an aggregate purchase price of $6,000. Astarte is party to a newbuilding contract for the construction of M/T Eco Palm Desert, a 50,000 dwt newbuilding product/chemical tanker scheduled for delivery from Hyundai in September 2018.

On November 24, 2017, the Company acquired all of the outstanding shares of PCH77 Shipping Company Limited, a Marshall Islands company that owns a new building contract for M/T Eco California, a 50,000 dwt newbuilding product/chemical tanker scheduled for delivery from Hyundai Mipo Dockyard Co., Ltd. in Korea from an entity affiliated with Evangelos J. Pistiolis. The Company paid $3,600 for the outstanding shares and the vessel is scheduled for delivery during January 2019.

~~The above~~abovementioned transactions were approved by a special committee of the ~~Company's~~Company’s board of directors ~~or the Transaction Committee,~~(the “Special Committee”), of which ~~the majority~~all of the directors were ~~independent. In~~independent and for each transaction the ~~course~~Special Committee obtained a fairness opinion relating to the consideration of ~~its deliberations, the Transaction Committee hired and obtained fairness opinions~~each transaction from an independent financial advisor.

The Company accounted for the abovementioned acquisitions as a transfer of assets between entities under common control and has recognized the vessels at their historical carrying amounts at the date of transfer.

F-8

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2022 AND 2023

AND FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

The amount of the consideration given in excess of the historical carrying value of the net assets acquired is recognized as a reduction to the ~~Company's~~Company’s additional paid in capital and presented as Excess of consideration over the carrying value of acquired assets in the ~~Company's~~Company’s consolidated statement of ~~stockholders'~~stockholders’ equity for the twelve months ended December 31, ~~2017.~~2021, 2022 and 2023 respectively. An analysis of the consideration paid is presented in the table below:

As of December 31,	2021			2022		2023
Consideration		29,750			-		-
Carrying value of net assets of companies sold		24,074			-		-
Less: Carrying value of net assets of companies acquired		(8,933	)		-		-
Less: Consideration received in cash		(10,000	)		-		-
Less: Settlement of related party payables		(1,150	)		-		-
Excess of consideration over acquired assets		33,741			-		-

On September 29, 2023 the Company effected a 1-for-12 reverse stock split of its common stock. There was no change in the number of authorized common shares of the Company, or the floor price of the Company’s Series E Shares, or the number of votes of the Company’s Series D, E and F Shares. All numbers of common share and earnings per share amounts, as well as warrant shares eligible for purchase under the Company’s warrants, exercise price of said warrants and conversion prices of the Company’s Series E Shares, in these consolidated financial statements have been retroactively adjusted to reflect this 1-for-12 reverse stock split.

~~Consideration in cash~~	~~24,100~~
~~Less: Net assets of companies acquired~~	~~11,191~~
~~Excess of consideration over acquired assets~~	~~12,909~~

~~F-8~~

2.	Significant Accounting Policies:

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF DECEMBER 31, 2016 AND 2017~~

~~AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2016 AND 2017~~

~~(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)~~

(a)

~~Significant Accounting Policies:~~

~~(a)~~

Principles of Consolidation:The ~~accompanying~~ consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("(“U.S. ~~GAAP"~~GAAP”) and include the accounts and operating results of Top Ships Inc. and its subsidiaries referred to in Note 1. Intercompany balances and transactions have been eliminated on consolidation. Non-controlling interests are stated at the non-controlling ~~interest's~~interest’s proportion of the net assets of the subsidiaries where the Company has less than 100% interest. Subsequent to initial recognition the carrying amount of non-controlling interest is increased or decreased by the non-controlling ~~interest's~~interest’s share of subsequent changes in the equity of such subsidiaries. Total comprehensive income is attributed to a non-controlling interest even if this results in ~~the non-controlling interest having~~ a deficit balance. Changes in the ~~Company's~~Company’s ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity ~~transactions. The~~transactions and the carrying amounts of the ~~Company's~~Company’s interests and the non-controlling interests are adjusted to reflect ~~the~~these changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Company.

(b)

Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. ~~Critical~~Significant estimates mainly include impairment of vessels, vessel useful lives and residual values and fair values of derivative instruments.

Actual results may differ from these estimates.

(c)

Foreign Currency Translation:The ~~Company's~~Company’s functional currency is the U.S. Dollar because all vessels operate in international shipping markets, and therefore primarily transact business in U.S. Dollars. The ~~Company's~~Company’s books of account are maintained in U.S. Dollars. Transactions involving other currencies during the year are converted into U.S. Dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies are translated to U.S. Dollars based on the year-end exchange rates and any gains and losses are included in the statement of comprehensive ~~loss.~~

income.

(d)	*Cash and Cash Equivalents:* The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents.

F-9

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2022 AND 2023

AND FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

(e)

Restricted Cash: The Company considers amounts that are pledged, blocked, held as cash collateral, required to be maintained with a specific bank or be maintained by the Company as minimum cash under the terms of a loan agreement, as restricted and these amounts are presented separately on the balance sheets. In the event original maturities are shorter than twelve months, such deposits are presented as current assets while if original maturities are longer than twelve months, such deposits are presented as non-current assets.

(f)

Trade Accounts Receivable, net: The amount shown as trade accounts receivable, net at each balance sheet date, includes estimated recoveries from charterers for hire billings, net of a provision for doubtful ~~accounts.~~accounts and also accrued revenue resulting from straight-line revenue recognition of charter agreements that provide for varying charter rates. At each balance sheet date, all potentially uncollectible accounts are assessed individually, combined with the application of a historical recoverability ratio, for purposes of determining the appropriate provision for doubtful accounts. The Company assessed that it had no potentially uncollectible accounts and hence formed no provision for doubtful accounts at December 31, ~~2016~~ 2022 and ~~2017~~2023 respectively.

(g)

Inventories: Inventories consist of lubricants, bonded stores and ~~paints~~spares on board the vessels. ~~Inventories may also consist of bunkers when vessels are unemployed or are operating in the spot market.~~ Inventories are stated at the lower of cost ~~or market~~and net realizable value. Cost, which consists of the purchase price, is determined by the first in, first out method.

(h)

Vessel Cost: Vessels are stated at cost, which consists of the contract price, pre-delivery costs and capitalized interest incurred during the construction of new building vessels, and any material expenses incurred upon acquisition (improvements and delivery costs). Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels. Repairs and maintenance are charged to expense as incurred and are included in Vessel operating expenses in the ~~accompanying~~ consolidated statements of comprehensive ~~loss.~~

income.

~~F-9~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF DECEMBER 31, 2016 AND 2017~~

~~AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2016 AND 2017~~

~~(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)~~

(i)

Impairment of Long-Lived Assets: The Company evaluates the existence of impairment indicators whenever events or changes in circumstances indicate that the carrying values of the ~~Company's~~Company’s long lived assets are not recoverable. Such indicators of potential impairment include, vessel sales and purchases, business plans, declines in the fair market value of vessels and overall market conditions. If there are indications for impairment present, the Company determines undiscounted projected net operating cash flows for each vessel and compares it to the ~~vessel's~~vessel’s carrying value. If the carrying value of the related vessel exceeds its undiscounted future net cash flows, the carrying value is reduced to its fair value, and the difference is recognized as an impairment loss.

The impairment evaluation the Company conducted as of December 31, 2022 and 2023 showed that there are no impairment indications for any of the vessels held for use in the Company’s fleet.

(j)

Vessel Depreciation: Depreciation is calculated using the straight-line method over the estimated useful life of the vessels, after deducting the estimated salvage value. Each ~~vessel's~~vessel’s salvage value is equal to the product of its lightweight tonnage and estimated scrap rate, of $300 per lightweight ton. Management estimates the useful life of the ~~Company's~~Company’s vessels to be 25 years from the date of initial delivery from the shipyard. Second hand vessels are depreciated from the date of their acquisition through their remaining estimated useful life. When regulations place limitations over the ability of a vessel to trade on a worldwide basis, its useful life is adjusted at the date such regulations are adopted.

(k)

Long Lived Assets Held for Sale: The Company classifies vessels as being held for sale when the following criteria are met: (a) management, having the authority to approve the action, commits to a plan to sell the asset, (b) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets, (c) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, (d) the sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale, within one year, (e) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Long-lived assets classified as held for sale are measured at the lower of their carrying amount or fair value less costs to sell. These vessels are not depreciated once they meet the criteria to be classified as held for sale.

Long-lived assets previously classified as held for sale that are classified as held and used are revalued at the lower of (a) the carrying amount of the asset before it was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the asset been continuously classified as held and used and (b) the fair value of the asset at the date that the Company decided not to sell the asset.

~~(l)~~

Long-lived assets classified as held for sale are measured at the lower of their carrying amount or fair value less costs to sell. These vessels are not depreciated once they meet the criteria to be classified as held for sale.

F-10

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2022 AND 2023

AND FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

(l)

Other Fixed Assets, Net:��Other fixed assets, net, consist of furniture, office equipment, ~~cars~~ and ~~leasehold improvements,~~cars, stated at cost, which consists of the purchase/contract price less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the assets as presented below:

Description	Useful Life (years)
Cars		6
Office equipment		5
Furniture and fittings		5
Computer equipment		3
Art works		∞

~~Description~~	~~Useful Life (years)~~
~~Leasehold improvements~~	~~Until the end of the lease term (December 2024)~~
~~Cars~~	6
~~Office equipment~~	5
~~Furniture and fittings~~	5
~~Computer equipment~~	3

(m)	Accounting for Dry-Docking Costs: All dry-docking and special survey costs are expensed in the period incurred.

(n)

Financing Costs: Fees incurred and paid to the lenders for obtaining new loans or refinancing existing ones are recorded as a contra to debt and such fees are amortized to interest and finance costs over the life of the related debt using the effective interest method. ~~Unamortized fees~~Any unamortized balance of costs relating to ~~loans~~debt repaid or refinanced ~~are~~that meet the criteria for Debt Extinguishment (Subtopic 470-50), is expensed ~~when a repayment or refinancing is made and charged to~~in interest and finance ~~costs.~~costs in the period in which the repayment is made or refinancing occurs. Any unamortized balance of costs relating to debt refinanced that do not meet the criteria for Debt Extinguishment, are amortized over the term of the refinanced debt.

(o)

Accounting for Revenue and Expenses: Revenues are generated from time charter arrangements. A time charter is a contract for the use of a vessel for a specific period of time and a specified daily charter hire rate, which is generally payable monthly in advance. Revenue is shown net of address commissions, if applicable, payable directly to charterers under the relevant charter agreements. Address commissions represent a common market practice discount (sales incentive) on services rendered by the Company and no identifiable benefit is received in exchange for the consideration provided to the charterer. Commissions on time charter revenues are recognized on a pro rata basis over the duration of the period.

The Company based on ASC 842 determined that all time charter-out contracts are considered operating leases and therefore fall under the scope of ASC 842 because: (i) the vessel is an identifiable asset; (ii) the Company as lessor, does not have substantive substitution rights; and (iii) the charterer, as lessee, has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use.

Time charter revenue is recognized as earned on a straight-line basis over the term of the relevant time charter starting from the vessel’s delivery to the charterer until the vessel is redelivered to the Company, except for any off-hire period. Revenue generated from variable lease payments is recognized in the period when changes in the facts and circumstances on which the variable lease payments are based occur. The Company elected to not separate the lease and non-lease components included in the time charter revenue because (i) the pattern of revenue recognition for the lease and non-lease components (included in the daily hire rate) is the same and (ii) the lease component would be classified as an operating lease. The daily hire rate represents the hire rate for a bare boat charter as well as the compensation for expenses incurred running the vessel such as crewing expense, repairs, insurance, maintenance and lubes. Both the lease and non-lease components are earned by passage of time. Under a time charter agreement, vessel operating expenses such as management fees, crew wages, provisions and stores, technical maintenance and insurance expenses and broker’s commissions are paid by the vessel owner, whereas voyage expenses such as bunkers, port expenses, agents’ fees, and extra war risk insurance are paid by the charterer. Vessel operating expenses are expensed as incurred. Unearned revenue represents cash received prior to year-end related to revenue applicable to periods after December 31 of each ~~year.~~year and also amounts resulting from straight-line revenue recognition of charter agreements that provide for varying charter rates.

When vessels are acquired with time charters attached and the rates on such charters are below or above market on the acquisition date, the Company allocates the total cost between the vessel and the fair value of the attached time charter based on the relative fair values of the vessel and time charter acquired. The fair value of the attached time charter is computed as the present value of the difference between the contractual amount to be received over the term of the time charter and management’s estimates of the market time charter rate at the time of acquisition. The fair value of below or above market time charter is recognized as a liability or an intangible asset respectively and is amortized over the remaining period of the time charter as an increase or decrease to revenues.

When vessels are acquired with time charters attached and the rates on such charters are below or above market on the acquisition date, the Company allocates the total cost between the vessel and the fair value of below market time charter based on the relative fair values of the vessel and the liability or asset acquired. The fair value of the attached time charter is computed as the present value of the difference between the contractual amount to be received over the term of the time charter and management's estimates of the market time charter rate at the time of acquisition. The fair value of below or above market time charter is recognized as an intangible liability or asset respectively and is amortized over the remaining period of the time charter as an increase or decrease to revenues.

~~F-10~~

F-11

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, ~~2016~~2022 AND ~~2017~~

2023

AND FOR THE YEARS ENDED DECEMBER 31, ~~2015, 2016 AND 2017~~

2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

Where the time charter contains a profit or loss sharing arrangement, the profit or loss is recognized based on amounts earned or incurred as of the reporting date.

The Company pays commissions to ship brokers and to the Company’s fleet manager (Note 5), a related party affiliated with the family of Mr. Evangelos J. Pistiolis, associated with arranging the Company’s charters. These brokers’ commissions are recognized over the related charter period and are included in voyage expenses.

~~The Company pays commissions to ship brokers associated with arranging the Company's charters. These commissions are recognized over the related charter period and are included in voyage expenses.~~

(p)

~~Stock Incentive Plan:~~ All share-based compensation related to the grant of restricted and/or unrestricted shares provided to employees and to non-employee directors as well as to third party consultants and service providers for their services provided is included in general and administrative expenses in the consolidated statements of comprehensive loss. The shares that do not contain any future service vesting conditions are considered vested shares and recognized in full on the grant date. The shares that contain a time-based service vesting condition are considered non-vested shares on the grant date and recognized on a straight-line basis over the vesting period. The shares granted to employees or directors, vested and non-vested, are measured at fair value which is equal to the market value of the Company's common stock on the grant date. In addition, unvested awards granted to non-employees are measured at their then-current fair value as of the financial reporting dates (Note 12).

~~(q)~~

Earnings / (Loss) per Share:Basic earnings/(loss) per share are computed by dividing net income or loss available to common stockholders by the weighted average number of common shares ~~deemed~~ outstanding during the year. Diluted ~~earnings/(loss)~~earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised. For purposes of calculating diluted earnings per share the denominator of the diluted earnings per share calculation includes the incremental shares assumed issued under the treasury stock method weighted for the period the non-vested shares were outstanding. The computation of diluted earnings per share also reflects the potential dilution that could occur if warrants to issue common stock were exercised, to the extent that they are dilutive, using the treasury stock method, ~~as well as~~ the potential dilution that could occur if convertible preferred stock were converted, using the if-converted method as well as the potential dilution that could occur if the Company completed all sales pursuant to common stock purchase agreements, using the if-converted method. Finally net income or loss available to common stockholders, when computing basic earnings/(loss) per share, is reduced to reflect any dividends or deemed dividends on ~~convertible~~ preferred ~~stock, weighted for the period the convertible preferred shares were outstanding.~~stock.

~~(r)~~(q)

Derivatives and Hedging, Hedge Accounting: The Company records every derivative instrument (including certain derivative instruments embedded in other contracts) on the balance sheet as either an asset or liability measured at its fair value, with changes in the ~~derivatives'~~derivatives’ fair value recognized in earnings unless specific hedge accounting criteria are met.

At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy undertaken for the hedge. The documentation includes identification of the hedging instrument, hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument’s effectiveness in offsetting exposure to changes in the hedged item’s cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine whether they actually have been highly effective throughout the financial reporting periods for which they were designated. Contracts which meet the criteria for hedge accounting are accounted for as cash flow hedges. A cash flow hedge is a hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with a recognized asset or liability, or a highly probable forecasted transaction that could affect profit or loss. The effective portion of the gain or loss on the hedging instrument is recognized directly as a component of “Accumulated other comprehensive income” in equity, while the ineffective portion, if any, is recognized immediately in current period earnings. The Company ~~has not applied~~discontinues cash flow hedge accounting if the hedging instrument expires and it no longer meets the criteria for ~~its derivative instruments during~~hedge accounting or designation is revoked by the ~~periods presented.~~Company. At that time, any cumulative gain or loss on the hedging instrument recognized in equity is kept in equity until the forecasted transaction occurs. When the forecasted transaction occurs, any cumulative gain or loss on the hedging instrument is recognized in the statement of income. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in equity is transferred to net profit or loss for the year as a component of “Gain/(Loss) on derivatives”.

~~(s)~~(r)

Financial liabilities:Financial liabilities are classified as either financial liabilities at ~~'fair~~‘fair value through the profit and ~~loss' ("FVTPL"~~loss’ (“FVTPL”) or ~~'other~~‘other financial ~~liabilities'~~liabilities’. Financial instruments classified as FVTPL are recognized at fair value in the balance sheet when the Company has an obligation to perform under the contractual provisions of those instruments. Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Changes in the fair value of financial instruments are recognized in earnings, except in the cases where these financial instruments fall under the guidance in ASC ~~815-40,~~815-40, where they are initially classified in equity and are initially measured at fair value in permanent equity and subsequent changes in fair value are not subsequently measured. Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortized cost using the effective interest rate method.

F-12

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2022 AND 2023

AND FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

~~(t)~~(s)

Segment Reporting: The Chief Operating Decision Maker ~~("CODM"~~(“CODM”), Mr. Evangelos J. Pistiolis, receives financial information and evaluates the ~~Company's~~Company’s operations by charter revenues and not by the length, type of vessel or type of ship employment for its customers ~~(i.e. time or bareboat charters)~~ or by geographical region as the charterer is free to trade the vessel worldwide and as a result, the disclosure of geographic information is impracticable. The CODM does not use discrete financial information to evaluate the operating results for each such type of charter or vessel. Although revenue can be identified for these types of charters or vessels, management cannot and does not identify expenses, profitability or other financial information for these various types of charters or vessels. As a result, management, including the CODM, reviews operating results solely by revenue per day and operating results of the fleet, and thus the Company has determined that it operates as one reportable segment.

(t)

Leases:

~~(u)~~

●

~~Leasing:~~ ~~Leases are classified~~Sale-leaseback transactions: In accordance with ASC 842, the Company, as ~~capital leases if they meet at least one~~seller-lessee, determines whether the transfer of an asset should be accounted for as a sale in accordance with ASC 606 (existence of a contract and satisfaction of performance obligation by transferring of the control of the asset). The existence of an option for the seller-lessee to repurchase the asset precludes the accounting for the transfer of the asset as a sale unless both of the following ~~criteria: (i)~~criteria are met: (1) the ~~leased~~exercise price of the option is the fair value of the asset ~~automatically~~at the time the option is exercised; and (2) there are alternative assets, substantially the same as the transferred asset, readily available in the marketplace. If the transfer of the asset meets the criteria of sale, the Company, as seller-lessee recognizes the transaction price for the sale when the buyer-lessor obtains control of the asset, derecognizes the carrying amount of the underlying asset and accounts for the lease in accordance with ASC 842. If the transfer does not meet the criteria of sale, the Company does not derecognize the transferred asset, accounts for any amounts received as a financing arrangement and recognizes the difference between the amount of consideration received and the amount of consideration to be paid as interest.

●

Finance lease: The Company classifies a lease as a finance lease when the lease meets any of the following criteria at lease commencement:

The lease transfers ~~title~~ownership of the underlying asset to the lessee by the end of the lease term.

ii.

The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

iii.

The lease term is for the major part of the remaining economic life of the underlying asset. However, if the commencement date falls at or near the end of the economic life of the underlying asset, this criterion shall not be used for purposes of classifying the lease.

iv.

The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all of the fair value of the underlying asset.

The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease ~~term; (ii)~~term.

When none of these criteria are met the Company classifies the lease as an operating lease.

●

Operating lease- The Company as a lessee: The Company recognizes right-of-use assets (“ROU”) and corresponding lease liabilities for its operating leases. ROU assets and liabilities are recognized at the ~~lease contains a bargain purchase option; (iii) the lease term equals or exceeds 75%~~commencement date of ~~the remaining estimated economic life of the leased asset; (iv) or~~an arrangement based on the present value of ~~the minimum~~ lease payments ~~equals or exceeds 90% of the excess of fair value of the leased property. If none of the above criteria is met,~~over the lease ~~is accounted for as an~~term. The operating ~~lease. Operating~~lease ROU asset also includes any lease payments ~~are~~made to the lessor prior to lease commencement, less any lease incentives, and initial direct costs incurred. Lease expense for operating lease payments is recognized ~~as an operating expense in the consolidated statements of comprehensive loss~~ on a straight-line basis over the lease term. For sale and lease back transactions, when the lease qualifies as an operating lease and the lease back is considered "more than minor but less than substantially all" i.e. the seller-lessee retains more than a minor part but less than substantially all of the use of the asset, the resulting gains or losses are deferred and amortized to income over the lease period.

~~F-11~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF DECEMBER 31, 2016 AND 2017~~

~~AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2016 AND 2017~~

~~(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)~~

~~(v)~~(u)

Beneficial conversion feature: A beneficial conversion feature is defined as a ~~non detachable~~non-detachable conversion feature that is in the money at the commitment date. The beneficial conversion feature guidance requires recognition of the ~~conversion option's in-the-money portion, the~~ intrinsic value of the option, which is the in-the- money portion of the conversion option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as a deemed dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence.

F-13

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2022 AND 2023

AND FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

~~(w)~~(v)

Investments in unconsolidated joint ventures: The ~~Company's~~Company’s investments in unconsolidated joint ventures are accounted for using the equity method of accounting. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and the ~~Company's~~Company’s proportionate share of earnings or losses and distributions. The Company evaluates its investments in unconsolidated joint ventures for impairment when events or circumstances indicate that the carrying value of such investments may have experienced other than temporary decline in value below their carrying value. If the estimated fair value is less than the carrying value and is considered other than a temporary decline, the carrying value is written down to its estimated fair value and the resulting impairment is recorded in the Consolidated Statements of comprehensive ~~loss.~~income.

(w)

Other Comprehensive Income: The Company follows the provisions of guidance regarding reporting comprehensive income which requires separate presentation of certain transactions, such as unrealized gains and losses from effective portion of cash flow hedges, which are recorded directly as components of stockholders’ equity

(x)

Impairment of Right of use assets from operating leases: The Company evaluates its Right of use assets from operating leases for potential impairment when it determines a triggering event has occurred. When a triggering event has occurred, the Company performs a test of recoverability by comparing the expected undiscounted future cash flows (including expected residual values) over the remaining lease terms to the carrying value of the Right of use asset. If the test of recoverability identifies a possible impairment, the Right of use asset’s fair value is measured in accordance with the fair value measurement framework. An impairment charge is recognized for the amount by which the carrying value of the Right of use asset exceeds its estimated fair value and would be recorded in the Consolidated Statements of comprehensive income. For the years ended December 31, 2022, and 2023 there was no impairment of the Company’s Right of use assets from operating leases due to the absence of impairment indications for all the vessels of the Company’s.

(y)

Recent Accounting Pronouncements:In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, updated in December 2022 by ASU No. 2022-06, Deferral of Sunset Date of Topic 848. The ASUs apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The ASUs provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the ASUs do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. ASU 2020-04, as updated by ASU 2022-06, is effective for all entities as of March 12, 2020, through December 31, 2024. The impact of the adoption in the second half of the year ended December 31, 2023 did not have a material impact on the Company’s consolidated financial statements.

There are no other recent accounting pronouncements the adoption of which is expected to have a material effect on the Company’s consolidated financial statements in the current period.

3.	Going Concern:

~~On May 28, 2014,~~

At December 31, 2023, the ~~FASB issued the ASU No 2014-09 Revenue from Contracts with Customers. ASU 2014-09, as amended, outlines~~Company had a ~~single comprehensive model for entities~~working capital deficit of $2,639 which included an amount of $6,615 relating to ~~use~~pre-collected revenue and is included in ~~accounting for~~Unearned revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This standard is effective for public entities with reporting periods beginning after December 15, 2017. The Company elected to use the modified retrospective transition method for the implementation of this standard. The implementation of this standard will not have a material impact on the financial statements since the Company's revenues are generated from long term charters which will be subject to ASU 2016-02.

In February 2016, the FASB issued ASU No. 2016-02, Leases ("ASU 2016-02"). ASU 2016-02. as amended, is intended to increase the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. A lessee will be required to recognize on the balance sheet the assets and liabilities for leases with lease terms of more than 12 months. Accounting by lessors will remain largely unchanged from current U.S. GAAP. The requirements of this standard include an increase in required disclosures. The new standard is effective for public companies for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the ~~financial statements in which they first apply~~accompanying consolidated balance sheets. This amount represents a current liability that does not require future cash settlement. For the ~~new guidance, using~~year ended December 31, 2023 realized a ~~modified retrospective transition method. The Company is currently evaluating~~net income of $6,066 and generated cash flow from operations of $28,933.

In the ~~effect that adopting this standard will have on the financial statements and related disclosures. Management expects that~~Company’s opinion, the Company will recognize increases in reported amounts for vessels and other fixed assets and related lease liabilities upon adoption of the new standard on January 1, 2019 for arrangements where the Company is the lessee. The impact to the Company's financial statements will depend on the vessels the Company has chartered in, as well as the length and nature of such charters. Refer to Note 6 for disclosure about the Company's time charter and lease commitments as of December 31, 2017.

In August 2016, the FASB issued the ASU 2016-15, Classification of certain cash receipts and cash payments. This ASU addresses certain cash flow issues with the objective of reducing the existing diversity in practice. This update is effective for public entities with reporting periods beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted, including adoption in an interim period. It must be applied retrospectively to all periods presented but may be applied prospectively from the earliest date practicable, if retrospective application would be impracticable. The Company evaluated the impact of this ASU on its financial statements and determined that there is no impact as the classification of the related cash payments and cash receipts has always been reported as described in the ASU.

~~During November 2016, the FASB issued ASU 2016-18,~~ ~~Statement of Cash Flows - Restricted Cash,~~ which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. This standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The implementation of this update affects disclosures only and has no impact on the Company's consolidated balance sheets and statements of comprehensive income/(loss). ASU 2016-18 was early adopted by the Company in the period ended December 31, 2017 with retrospective application. The implementation of this update affected the presentation in the statement of cash flows relating to changes in restricted cash which are presented as part of Cash whereas the Company previously presented these within investing activities, and has no impact on the Company's balance sheet and statement of operations.

In January 2017, the Financial Accounting Standards Board ("FASB") issued the ASU 2017-01 Business Combinations to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisition (or disposals) of assets or businesses. Under current implementation guidance the existence of an integrated set of acquired activities (inputs and processes that generate outputs) constitutes an acquisition of business. This ASU provides a screen to determine when a set of assets and activities does not constitute a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This update is effective for public entities with reporting periods beginning after December 15, 2017, including interim periods within those years. The amendments of this ASU should be applied prospectively on or after the effective date. Early adoption is permitted, including adoption in an interim period 1) for transactions for which the acquisition date occurs before the issuance date or effective date of the ASU, only when the transaction has not been reported in financial statements that have been issued or made available for issuance and 2) for transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. The Company as of January 1, 2017 early adopted this new standard for the new acquisitions. The ASU 2017-01 may have a material impact to the Company's consolidated financial statements and related disclosures, as it may result in more transactions being accounted for as asset acquisitions rather than business combinations.

3.	~~Going Concern:~~

At December 31, 2017, the Company had positive working capital of $3,474 and cash and cash equivalents of $24,081. As of December 31, 2017, the Company has remaining contractual commitments for the acquisition of its fleet totaling $79,964. On January 31, 2018 the Company entered into a series of newbuilding vessel acquisitions (Note 21) that resulted in the Company adding another $151,485 of contractual commitments, resulting in an amount of total commitments of $231,449. Of this amount, $88,381 are payable in 2018, $65,773 in the first quarter of 2019 and $77,295 in the second quarter of 2019. Of the amount payable in 2018, an amount of $17,091 has been settled as of the date of issuance of these financial statements.

~~As of December 31, 2017, the Company had available committed undrawn balances of $51,801. The Company expects~~able to finance its ~~unfinanced~~working capital ~~commitments~~deficit in the next 12 months with cash on hand and operational cash flow ~~, debt or equity issuances, or a combination thereof~~ and ~~other sources such as funds from the Company's controlling shareholder and CEO, Mr Pistiolis, if required. If~~hence the Company ~~is unable to arrange debt or equity financing for its newbuilding vessels,~~believes it ~~is probable that~~has the ~~Company may also consider selling the respective newbuilding contracts. Therefore, there is no substantial doubt about the Company's~~ ability to continue as a going concern ~~for a reasonable period~~and finance its obligations as they come due via cash from operations over the next twelve months following the date of ~~time. The accompanying~~the issuance of these financial statements. Consequently, the consolidated financial statements ~~do not include any adjustments relating to~~have been prepared on a going concern basis, which contemplates the ~~recoverability and classification~~realization of ~~recorded~~ assets and satisfaction of liabilities ~~or any other adjustments that might result~~ in the ~~event the Company is unable to continue as a going concern.~~

~~4(a)~~

~~Advances for Vessels Acquisitions / Under Construction:~~

~~An analysis~~normal course of ~~Advances for vessels acquisitions / under construction is as follows:~~business.

	~~Advances for vessels acquisitions / under construction~~
~~Balance, December 31, 2015~~		~~25,098~~
~~— Additions~~		~~72,495~~
~~— Transferred to Vessels~~		~~(97,593~~	)
~~Balance, December 31, 2016~~		-
~~— Advances paid~~		~~5,995~~
~~—Capitalized expenses~~		~~762~~
~~Balance, December 31, 2017~~		~~6,757~~

~~F-12~~

F-14

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, ~~2016~~2022 AND ~~2017~~

2023

AND FOR THE YEARS ENDED DECEMBER 31, ~~2015, 2016 AND 2017~~

2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

On January 21, May 20 and August 10, 2016 the Company took delivery of M/T Eco Revolution, M/T Stenaweco Excellence and M/T Nord Valiant respectively. Advances for the construction of newbuilding vessels M/T Eco Palm Desert and M/T Eco California two 50,000 dwt product/chemical tanker that the Company acquired on April 26, 2017 and on November 24, 2017 (see Note 1) amounted to $6,743 and $14 respectively.

~~4(b)~~

Vessels, net:

The amounts in the ~~accompanying~~ consolidated balance sheets are analyzed as follows:

Vessel Cost Accumulated Depreciation Net Book Value
Balance, December 31, 2015 32,592 (548 ) 32,044
— Transferred from advances for vessels acquisitions / under construction 97,593 - 97,593
— Depreciation - (3,467 ) (3,467 )
Balance, December 31, 2016 130,185 (4,015 ) 126,170
— Acquisitions 34,509 - 34,509
— Depreciation - (5,744 ) (5,744 )
Balance, December 31, 2017 164,694 (9,759 ) 154,935

On January 29, 2015 and March 31, 2015, the Company sold and leased-back M/T Stenaweco Energy and M/T Stenaweco Evolution respectively (see Note 6) for an aggregate sale price of $28,500 per vessel. The M/T Stenaweco Evolution was sold upon its delivery from the Hyundai Mipo Vinashin shipyard. The sale and leaseback agreements were entered into with non-related parties. Prior to the sale of the M/T Stenaweco Energy, the Company wrote down the vessel to its fair market value, resulting in an impairment charge of $3,081. The fair value of the impaired vessel was determined based on a market approach, which consisted of quotations from well-respected brokers regarding vessels with similar characteristics as compared to the Company's vessel.

	Vessel Cost		Accumulated Depreciation			Net Book Value
Balance, December 31, 2021		163,501		(6,916	)		156,585
— Transferred from advances for vessels under construction		245,763		-			245,763
— Depreciation		-		(13,289	)		(13,289	)
Balance, December 31, 2022		409,264		(20,205	)		389,059
— Depreciation		-		(14,349	)		(14,349	)
Balance, December 31, 2023		409,264		(34,554	)		374,710

In ~~2016 and 2017~~2022, the Company took delivery of the following ~~vessels:~~

Vessel Name Delivery Date Yard Installments Capitalized Expenses Final Carrying Amount Time Charter
M/T Eco Revolution January 21, 2016 31,400 1,409 32,809 BP Shipping Limited
M/T Stenaweco Excellence May 20, 2016 30,778 1,475 32,253 Stena Weco A/S
M/T Nord Valiant August 10, 2016 30,667 1,864 32,531 Dampskibsselskabet NORDEN A/S
M/T Stenaweco Elegance February 28, 2017 33,935 574 34,509 Stena Weco A/S

~~The Company's~~ vessels ~~have been mortgaged as security~~and hence advances paid and capitalized expenses relating to these vessels were transferred from Advances for vessels under ~~it loan facilities~~construction to Vessels, net:

Vessel Name

Delivery Date

Yard

Installments

Capitalized Expenses

Final

Cost

M/T Julius Caesar

January 17, 2022

90,008

2,056

92,064

M/T Legio X Equestris

March 2, 2022

89,995

2,138

92,133

M/T Eco Oceano CA

March 4, 2022

60,250

1,316

61,566

Total 2022

240,253

5,510

245,763

As of December 31, 2023 all the titles of ownership of our vessels are held by the respecting vessel lenders to secure the relevant sale and lease back financing transactions (see Note 9)7).

5.	Transactions with Related Parties:

(a)Central ~~Mare–~~Mare – Executive Officers and Other Personnel Agreements: On September 1, 2010, the Company entered into separate agreements with Central Mare, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, pursuant to which Central Mare provides the Company with its executive officers (Chief Executive Officer, Chief Financial Officer, Chief Technical Officer and ~~Executive Vice President)~~Chief Operating Officer).

As of December 31, ~~2016 the amount due from Central Mare was $34~~2022 and ~~as of December 31, 2017 the amount~~2023 there are no outstanding amounts due to Central ~~Mare was $46. These amounts are presented in Due from/to related parties, on the accompanying consolidated balance sheets.~~Mare.

~~F-13~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF DECEMBER 31, 2016 AND 2017~~

~~AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2016 AND 2017~~

~~(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)~~

The fees charged by and expenses relating to Central Mare for the years ended December 31, ~~2015, 2016~~2021, 2022 and ~~2017~~2023 are as follows:

	Year Ended December 31,
	2021			2022		2023	Presented in:
Executive officers and other personnel expenses		360		360		360	General and administrative expenses – Statement of comprehensive income
Amortization of awarded shares*		(34	)	(16	)	-	Management fees – related parties – Statement of comprehensive income
Total		326		344		360

As per the Company’s equity incentive plan, or the 2015 plan (null and void since due to the reverse stock splits of the Company’s stock the shares left to be vested are zero), the Company incurred an amortization gain of $34, $16 and $0 relating to the amortization of the original fair value of the equity incentive plan recognized at inception, for each of the years ended December 31, 2021, 2022 and 2023 respectively. The Company’s equity incentive plan ended on June 30, 2022.

Year Ended December 31,
2015 2016 2017 Presented in:
Executive officers and other personnel expenses 1,560 1,530 2,400 General and administrative expenses - Statement of comprehensive loss
Amortization of awarded shares* 131 47 (25 ) Management fees - related parties - Statement of comprehensive loss
Total 1,691 1,577 2,375

*As

F-15

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2022 AND 2023

AND FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per ~~the Company's equity incentive plan, or the 2015 plan, (see Note 12), the Company incurred an amortization expense/(gain) of $131, $47~~share earnings and ~~$(25) relating to shares vesting to Central Mare's nominee, Tankers Family on June 30, 2015, 2016 and 2017 respectively.~~rate per day, unless otherwise stated)

On March 27, 2017, our board of directors granted to our Chief Executive Officers a bonus of $1,500 as incentive compensation, in consideration of the successful completion of the company's newbuilding program in 2016.

(b) Central Shipping ~~Monaco SAM ("CSM"~~Inc (“CSI”) – Letter Agreement and Management Agreements:On ~~March 10, 2014,~~January 1, 2019, the Company entered into a letter agreement ~~or the~~with CSI (“CSI Letter ~~Agreement, with CSM,~~Agreement”), a related party affiliated with the family of ~~the Company's President, Chief Executive Officer and Director,~~ Evangelos J. Pistiolis and ~~on March 10, 2014~~between January 1, 2019 and ~~June 18, 2014~~September 8, 2021 the Company entered into management agreements, or Management Agreements, between ~~CSM~~CSI and the ~~Company's~~Company’s vessel-owning ~~subsidiaries respectively.~~subsidiaries. The CSI Letter Agreement can only be terminated subject to an eighteen-month advance notice, subject to a termination fee equal to twelve months of fees payable under the CSI Letter Agreement.

Pursuant to the CSI Letter Agreement, as well as the Management Agreements concluded between ~~CSM~~CSI and the ~~Company's~~Company’s vessel-owning subsidiaries, the Company pays a ~~technical~~ management fee of ~~$583~~$630 per day per vessel for the provision of technical, commercial, operation, insurance, bunkering and crew management, commencing three months before the vessel is scheduled to be delivered by the ~~shipyard and a commercial management fee of $318 per day per vessel, commencing from the date the vessel is delivered from the~~ shipyard. In addition, the Management Agreements provide for payment to ~~CSM~~CSI of: (i) ~~$530~~$573 per day for superintendent visits plus actual expenses; (ii) a chartering commission of 1.25% on all freight, hire and demurrage revenues; (iii) a commission of 1.00% on all gross vessel sale proceeds or the purchase price paid for vessels and (iv) a financing fee of 0.2% on derivative agreements and loan financing or refinancing. ~~CSM~~CSI also performs supervision services for all of the ~~Company's~~Company’s newbuilding vessels while the vessels are under construction, for which the Company pays ~~CSM~~CSI the actual cost of the supervision services plus a fee of 7% of such supervision services.

~~CSM~~

CSI provides, at cost, all accounting, reporting and administrative services. Finally, the CSI Letter Agreement provides for a performance incentive fee for the provision of management services to be determined at the discretion of the ~~Company.~~Company’s Board of Directors. The ~~Management Agreements~~management agreements have an initial term of five years, after which they will continue to be in effect until terminated by either party subject to an eighteen-month advance notice of termination. Pursuant to the terms of the ~~Management Agreements,~~management agreements, all fees payable to ~~CSM~~CSI are adjusted annually according to the US Consumer Price Inflation (“CPI”) of the previous year. If CPI is less than 2% then a 2% increase is effected and if CPI is more than 5% than a 5% increase is effected. On September 15, 2021 the Company entered into an amendment to the CSI Letter Agreement, whereby the payment for the already agreed commission for sale and purchase of vessels in the case of the purchase of a vessel under construction is denoted as “Newbuilding vessels monitoring fee” and is payable as follows: 25% of the commission on the purchase of the newbuilding construction contract, 25% of the commission on the steel cutting of the newbuilding vessel, 25% of the commission on launching of the newbuilding vessel and 25% of the commission on the delivery of the newbuilding vessel to the Company (“steel cutting” and “launching” are newbuilding vessel construction milestones, evidenced by notices received by the shipyard).

As of December 31, ~~2016~~2022 and ~~2017~~2023, the amounts due ~~to CSM~~to/(from) CSI were ~~$579~~$237 and ~~$74~~$(352) respectively and are presented in Due to related parties, on the ~~accompanying~~ consolidated balance sheets.

The fees charged by and expenses relating to CSI for the years ended December 31, 2021, 2022 and 2023 are as follows:

	Year Ended December 31,
	2021		2022		2023		Presented in:
Management fees		199		61		-	Capitalized in Vessels, net – Balance sheet
		1,477		1,749		1,840	Management fees – related parties –Statement of comprehensive income
Supervision services fees		79		14		-	Capitalized in Vessels, net – Balance sheet
Superintendent fees		17		37		42	Vessel operating expenses –Statement of comprehensive income
		255		129		-	Capitalized in Vessels, net – Balance sheet
Accounting and reporting cost		360		360		360	Management fees – related parties –Statement of comprehensive income
Commission for sale and purchase of vessels		793		-		-	Management fees – related parties –Statement of comprehensive income
		-		730		-	Gain from vessel sales –Statement of comprehensive income
		264		-		-	Impairment on vessels – Statement of comprehensive income
Newbuilding vessels monitoring fee		1,365		455		-	Capitalized in Vessels, net – Balance sheet
Financing fees		150		312		164	Net in Current and Non-current portions of long-term debt – Balance sheet
Commission on charter hire agreements		705		1,008		1,037	Voyage expenses - Statement of comprehensive income
Total		5,664		4,855		3,443

~~F-14~~

F-16

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, ~~2016~~2022 AND ~~2017~~

2023

AND FOR THE YEARS ENDED DECEMBER 31, ~~2015, 2016 AND 2017~~

2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

~~The fees charged by and expenses relating to CSM for the years ended December 31, 2015, 2016 and 2017 are as follows:~~

Year Ended December 31,
2015 2016 2017 Presented in:
Management fees 140 118 34 Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
701 1,598 2,242 Management fees - related parties -Statement of comprehensive loss
Supervision services fees 72 43 31 Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
Superintendent fees 66 104 136 Vessel operating expenses -Statement of comprehensive loss
114 67 22 Capitalized in Vessels, net / Advances for vessels acquisitions / under construction –Balance sheet
Accounting and reporting cost 189 179 183 Management fees - related parties -Statement of comprehensive loss
Financing fees 44 131 139 Net in Current and Non-current portions of long-term debt – Balance sheet
Commission for sale and purchase of vessels 570 - 1,081 Management fees - related parties -Statement of comprehensive loss
Commission on charter hire agreements 161 358 487 Voyage expenses - Statement of comprehensive loss
Performance incentive fee 600 - 1,250 Management fees - related parties - Statement of comprehensive loss
Total 2,657 2,598 5,605

For the years ended December 31, ~~2015, 2016~~2021, 2022 and ~~2017, CSM~~2023 CSI charged the Company newbuilding supervision related pass-through costs amounting to ~~$1,037, $618~~$1,207, $236 and ~~$454 respectively.~~

~~(c)~~ ~~Navis Finance AS. ("Navis") – Sale~~$0 respectively, which are not included in the table above and ~~Purchase Brokerage Agreement:~~ are presented within Vessels, net / Advances for vessels acquisitions / under construction in the Company’s consolidated balance sheet.

(c)Issuance and conversion of Series E Shares: On ~~October 2, 2014,~~March 29, 2019 the Company entered into a ~~sale and leaseback brokerage~~stock purchase agreement with Navis Finance AS, a company in which Per Christian Haukeness, a member of the Company's Board of Directors, was one of the founding partners and a shareholder until January 2016, when he left Navis and is no longer a shareholder. Pursuant to this agreement, the Company agreed to pay a brokerage commission of 2% on any vessel sale and leaseback for which Navis Finance AS acted as broker. In connection with the sale and leaseback of M/T Stenaweco Energy and M/T Stenaweco Evolution in January and March of 2015, respectively, the Company paid to Navis a total of $1,140 in sale and leaseback brokerage commissions.

~~(d)~~ ~~Atlantis Ventures Ltd. ("Atlantis") - Unsecured Credit Facility:~~ On January 2, 2015 the Company entered into an unsecured credit facility with Atlantis Ventures Ltd, a related party affiliated with the family of Evangelos J. Pistiolis, for $2,250. The drawdown of the loan took place on January 5, 2015 and it was repaid on January 30, 2015.

~~(e)~~ Family Trading ~~Inc. ("~~Inc (“Family ~~Trading"~~Trading”) ~~- Revolving Credit Facility and Assumption of Liabilities:~~ On October 1, 2010, the Company entered into a bareboat charter agreement to lease the vessel M/T Delos until September 30, 2015 for a variable rate per year. On October 15, 2011, the Company terminated the bareboat charter agreement resulting in a termination fee of $5,750 "(the Delos Termination Fee") that remained outstanding until December 31, 2012. On January 1, 2013, the Company entered into an agreement with the owner of M/T Delos for the repayment of the remaining balances of the Delos Termination Fee. On December 10, 2015, the owner of M/T Delos notified the Company that the outstanding balance of the Delos Termination Fee was immediately due and payable, since the Company had been delaying the installments as per the agreed repayment schedule. On January 12, 2016, Family Trading,, a related party owned by the Lax Trust, ~~assumed~~an irrevocable trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis, pursuant to which the Company exchanged the outstanding ~~balance~~principal, fees and interest of the Delos Termination Fee that amounted to $3,796 (the "Family Trading transaction"). As consideration for the assumption of this liability, Family Trading on January 12, 2016 received 7 of the Company's common shares. This transaction was approved by a special committee of the independent directors of the Company. Furthermore on December 23, 2015 the Company entered into an agreement for an unsecured revolving credit facility with Family Trading for up to $15,000 to be used to fund the Company's newbuilding program and working capital relating to the Company's operating vessels. On February 21, 2017, the Company amended and restated theFurther Amended Family Trading Credit Facility ~~(the "Amended Family Trading Credit Facility") (see~~with 27,129 Series E Shares (defined below, also see Note 9)15). For the years ended December 31, 2022 and 2023 the Company declared dividends of $2,046 and $1,001 respectively and accrued interest on unpaid dividends amounted to $30 and $0 for the same periods. As of December 31, ~~2016~~2022 and ~~2017 the amounts~~2023, there were no dividends due to Family ~~Trading were $529 and $0, representing $306 and $0~~Trading. On December 6, 2023 the Company received a conversion notice for the conversion of ~~interest payable and $223 and $0~~all the outstanding Series E Shares (13,452 shares) into 2,930,718 of ~~commitment fees payable respectively and are presented in Due to related parties, on~~ the ~~accompanying consolidated balance sheets.~~

~~F-15~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF DECEMBER 31, 2016 AND 2017~~

~~AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2016 AND 2017~~

~~(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)~~

~~(f)~~Company’s common shares (see Note 15).

(d)Vessel Acquisitions from affiliated entities: From ~~February 20~~January 6, 2021 to ~~November 24, 2017~~September 8, 2021 the Company entered into a series of transactions with a number of entities affiliated with Mr. Evangelos J. Pistiolis (see Note 1). As of December 31, 2021, there were no amounts due to the previous owners of the newbuilding vessels pursuant to these transactions.

(e)Charter Party withCentral Tankers Chartering Inc (“CTC”): On January 6, 2021 the Company acquired a shipowning company from an entity affiliated with Mr. Evangelos J. Pistiolis that ~~led~~owned M/T Eco Oceano CA which was party to a time charter, with CTC, for a firm duration of five years at a gross daily rate of $32,450, with two optional years at $33,950 and $35,450 at CTC’s option. On February 22, 2022 the Company amended the previously agreed time charter with CTC and increased its firm period from 5 years to 15 years and reduced the daily rate from $32,450 to $24,500. This amendment was approved by a committee of the Company’s board of directors, of which all of the directors were independent, after obtaining a fairness opinion from an independent financial advisor. The time charter commenced on the date of delivery. For the years ended December 31, 2021, 2022 and 2023 the CTC charter generated $0, $7,294 and $8,943 of revenue presented in Time charter revenues in the accompanying consolidated statements of comprehensive income. As of December 31, 2022 and 2023, there are no amounts due from CTC.

(f) Personal Guarantees by Mr. Evangelos J. Pistiolis and Related Amendments to the ~~purchase~~Series D Preferred Shares: As a prerequisite for the Navigare Lease (defined below, see Note 6), Mr. Evangelos J. Pistiolis personally guaranteed the performance of ~~M/T Eco Palm Desert~~the bareboat charters connected to the lease and ~~M/T Eco California, 90% interest~~ in ~~M/T Stenaweco Elegance~~exchange, the Company agreed to indemnify him for any losses suffered as a result of the guarantee provided, and ~~50% interests~~the Company amended the Certificate of Designations governing the terms of the Series D Preferred Shares (see Note 9), to adjust the voting rights per share of Series D Preferred Shares such that during the term of the Navigare Lease, the combined voting power controlled by Mr. Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of the Company’s total voting power, irrespective of any new common or preferred stock issuances, and thereby complying with a relevant covenant of the bareboat charters entered in ~~M/T Eco Holmby Hills~~connection with the Navigare Lease. This personal guarantee comes into effect in the case 120 days have passed and ~~M/T Eco Palm Springs (see Notes 1, 3, 4~~the Company is still unable to pay down all amounts due under the Navigare lease, with the exception of amounts due to Navigare due to a total loss, where in this case the personal guarantee will cover an amount equal to all unpaid charter hire and ~~20).~~a further amount equivalent to all future charter hire that would have accrued from the date of the total loss up to the end of the charter period and is callable 200 days after the date of the total loss. Due to the related party nature of the transactions involving Mr. Evangelos J. Pistiolis, such transactions were unanimously approved by our Board of Directors, including all three independent directors.

(g)~~Charter Party with Central Tankers Chartering Inc ("Central Tankers Chartering"):~~ Issuance of Series F Shares: On ~~September 1, 2017~~January 17, 2022, the Company entered into a ~~time charter party~~stock purchase agreement with ~~Central Tankers Chartering, a related party affiliated with the family~~Africanus Inc., an affiliate of Evangelos J. Pistiolis for the ~~vessel M/T Eco Palm Desert~~sale of up to ~~be delivered~~7,560,759 newly-issued Series F Non-Convertible Perpetual Preferred Shares (“Series F Shares”, see Note 15). The issuance of the Series F Shares was approved by a committee of the Company’s board of directors, of which all of the directors were independent. In December 2022, 100% of Africanus Inc shares were transferred to 3 Sororibus Trust, which is an irrevocable trust established for the benefit of certain family members of Mr. Pistiolis. For the year ended December 31, 2022 and 2023 the Company declared dividends of $10,344 and $5,009 respectively and accrued interest on unpaid dividends amounted to $8 and $0 for the same periods. As of December 31, 2022 and 2023 there were no dividends due to Africanus Inc.

F-17

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2022 AND 2023

AND FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

(h) Short-term loan from ~~Hyundai~~Central Mare (“Central Mare Bridge Loan”): On January 5, 2022 the Company entered into an unsecured credit facility for up to $20,000 with Central Mare in ~~September 2018.~~order to finance part of the cost of its newbuilding program (see Note 7). Related party interest expense, commitment fees and arrangement fees for the year ended December 31, 2022 incurred in connection with this credit facility, amounted to $169, $18 and $400 respectively and are included in interest and finance costs in the accompanying consolidated statements of comprehensive income. The ~~time charter is for a firm period~~Central Mare Bridge Loan was terminated on March 4, 2022 and as of three years at a daily rate of $14,750 with two optional years at daily rates of $15,250 and $15,750 respectively, at Central Tankers Chartering's option. The time charter carries a 1.25% address commission payableDecember 31, 2022, there are no interest, arrangement fees nor commitment fees due to Central ~~Tankers Chartering. Total revenue backlog from this time charter for~~Mare.

(i) Executive bonus:On December 10, 2023 the ~~firm period~~Company’s compensation committee comprising of independent directors suggested and the board of directors granted to Mr. Evangelos J. Pistiolis a bonus of $5,000 which is ~~$15,949, assuming no off-hire days.~~included in “General and administrative expenses” in the accompanying consolidated statements of comprehensive income. As of December 31, 2023, there are $5,000 due to Mr. Evangelos J. Pistiolis and such amount is included in due to related parties in the accompanying consolidated balance sheets.

Leases

A. Lease arrangements, under which the Company acts as the lessee

Bareboat Chartered-in Vessels:

On ~~January 29, 2015~~December 1 and ~~March 31, 2015,~~December 10, 2020, the Company sold and leased back M/T ~~Stenaweco Energy~~Eco Beverly Hills and M/T ~~Stenaweco Evolution~~Eco Bel Air respectively ~~(Note 4)~~to a third non-affiliated party (the “Navigare Lease”). ~~The vessels were~~Each vessel was chartered back on a bareboat basis for 7five years at a bareboat hire of ~~$8,586 and $8,625~~$16,750 per day ~~respectively. In addition,~~for the first two years, $14,000 per day for the next two years and $10,000 per day for the fifth year. The Company ~~has the~~does not have any option nor obligation to buy back ~~each vessel from~~ the ~~end of year 3 up to the end of year 7 at purchase prices stipulated in the bareboat agreement depending on when the option is exercised.~~

vessels. The abovementioned sale and leaseback transactions contain, customary covenants and event of default clauses, including cross-default provisions, change of control provisions (whereby Mr. Evangelos J. Pistiolis may not control less than 50.1% of the voting rights of the Company) and restrictive covenants and performance requirements. The Company must maintain a ~~consolidated leverage ratio of not more than 75% and maintain~~ minimum ~~free~~ liquidity of ~~$750 per vessel owned and $500 per bareboat chartered-in vessel~~$4,000 at all times which is certified ~~quarterly.~~bi-annually. As of December 31, ~~2017,~~2022 and 2023, the Company ~~is in compliance~~complied with all covenants of the ~~consolidated leverage ratio and the minimum free liquidity covenants.~~Navigare Lease.

~~As of December 31, 2017, cash and cash equivalents amounted to $ 30,613 of which an amount of $4,750 is presented as restricted cash due to the abovementioned minimum liquidity covenant.~~

The Company has treated the ~~sale and leaseback of the abovementioned vessels~~Navigare lease as an operating lease. An operating lease ROU asset amounting to $45,765 was recognized at the inception of the lease together with a lease liability of $43,759 based on the present value of lease payments over the lease term. The operating lease ROU asset also includes initial direct costs of $1,666 and deferred losses from the sale of the vessels of $340. The discount rate used to calculate the present value of lease payments was calculated by taking into account the original lease term and lease payments and was estimated to be 6.72% (same as the weighted average), which was the Company’s estimated incremental borrowing rate, that reflects the interest the Company would have to pay to borrow funds on a collateralized basis over a similar term and similar economic environment. Losses from the sale of these two vessels ~~amounted to $11,600~~and initial direct costs which were included in the respective ROU assets are amortized on a straight-line basis over the duration of the ~~leases. The amortization for the year is presented under Amortization of prepaid bareboat charter hire~~lease and are included in operating lease expense in the ~~accompanying~~ statement of consolidated ~~loss~~income. The cash paid for operating leases with original terms greater than 12 months was $12,083 and ~~amounted to $1,577 and $1,657~~$10,220 for the years ended December 31, ~~2016~~2022 and ~~2017~~2023 respectively.

~~As at~~ The revenue generated from vessels under operating leases with original terms greater than 12 months was $17,625 and $ 17,520 for the years ended December 31, ~~2017, the outstanding balance of the Prepaid bareboat charter hire was $6,934, presented in the accompanying consolidated balance sheets as follows:~~2022 and 2023 respectively.

~~Current portion of Prepaid bareboat charter hire~~			~~1,656~~
~~Non-current portion of Prepaid bareboat charter hire~~			~~5,278~~
~~Total~~			~~6,934~~

~~Future~~

The Company’s future minimum ~~lease payments:~~

~~The Company's future minimum~~operating lease payments required to be made after December 31, ~~2017,~~2023, relating to the bareboat chartered-in vessels M/T ~~Stenaweco Energy~~Eco Beverly Hills and M/T ~~Stenaweco Evolution~~Eco Bel Air are as follows:

Year ending December 31,	Bareboat charter lease payments
2024		10,038
2025		6,777
Total		16,815
Less imputed interest		(1,478	)
Total Lease Liability		15,337
Presented as follows:
Short-term lease liability		8,980
Long-term lease liability		6,357

The average remaining lease term on our bareboat chartered-in contracts greater than 12 months is 23.2 months.

Year ending December 31, Bareboat Charter Lease Payments
2018 6,282
2019 6,282
2020 6,299
2021 6,282
2022 1,034
Total 26,179

~~F-16~~

F-18

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, ~~2016~~2022 AND ~~2017~~

2023

AND FOR THE YEARS ENDED DECEMBER 31, ~~2015, 2016 AND 2017~~

2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

B. Lease arrangements, under which the Company acts as the lessor

B.	~~Lease arrangements, under which the Company acts as the lessor~~

Charter agreements:

~~In 2017,~~

During the year ended December 31, 2023, the Company operated ~~all of its~~one vessel (M/T Marina Del Rey) under a time charter with Cargill International SA, another vessel (M/T Eco Oceano CA) with CTC, two vessels (M/T Eco West Coast and M/T Eco Malibu) with Clearlake Shipping Pte Ltd and four vessels (M/T Eco Bel Air, M/T Eco Beverly Hills, M/T Julius Caesar and M/T Legio X Equestris) under time charters with Stena Bulk AB, ex Stena Weco AS, (M/T Stenaweco Energy, M/T Stenaweco Evolution, M/T Stenaweco Excellence and M/T Stenaweco Elegance), BP Shipping (M/T Eco Fleet and M/T Eco Revolution) and Dampskibsselskabet NORDEN A/S (M/T Nord Valiant). Trafigura.

Future minimum time-charter receipts of the Company’s vessels in operation as of December 31, 2023, based on commitments relating to non-cancellable time charter contracts as of December 31, 2023, are as follows :

Year ending December 31,	Time Charter receipts
2024		74,078
2025		70,229
2026		60,782
2027		36,304
2028 and thereafter		81,173
Total		322,566

In arriving at the minimum future charter revenues, ~~of the non-cancellable time charter contracts~~ an estimated 1520 days off-hire time to perform scheduled dry-docking in the year the dry-docking is expected on each vessel has been deducted, and it has been assumed that no additional off-hire time is incurred, although there is no assurance that such estimate will be reflective of the actual off-hire in the future.~~In addition, the vessels owned by the Company's joint ventures have been excluded.~~

~~As of December 31, 2017,~~ ~~the minimum future charter revenues~~ ~~are as follows:~~

Year ending December 31, Time Charter receipts
2018 39,290
2019 39,352
2020 39,030
2021 13,627
Total 131,299

7.	~~Prepayments and other:~~ Debt:

The amounts ~~shown~~ in the ~~accompanying~~ consolidated balance sheets are analyzed as ~~follows:~~follows (facility names defined below):

Bank / Vessel(s)	December 31,
	2022			2023
Total long-term debt:
ABN Facility (M/T Eco West Coast)		32,495			-
Alpha Bank Facility (M/T Eco Malibu)		33,500			-
Cargill Facility (M/T Eco Marina Del Rey)		25,189			23,094
CMBFL Facility (M/T Julius Caesar and M/T Legio X Equestris)		103,952			98,552
2^nd AVIC Facility (M/T Eco Oceano CA)		45,489			42,777
3^rdAVIC Facility (M/T Eco West Coast)		-			40,817
Huarong Facility (M/T Eco Malibu)		-			41,000
Total long-term debt		240,625			246,240
Less: Deferred finance fees		(3,640	)		(4,279	)
Less: Debt discount relating to Vessel fair value participation liability		(3,271	)		(1,463	)
Total long-term debt net of deferred finance fees and debt discounts		233,714			240,498

Presented:
Current portion of long-term debt		12,344			12,418
Long-term debt		221,370			228,080

December 31, 2016 December 31, 2017
Prepaid expenses 670 140
Guarantees 15 17
Advances to various creditors 63 119
Other receivables 116 152
Total 864 428

8.	~~Inventories:~~

~~The amounts shown in the accompanying consolidated balance sheets are analyzed as follows:~~

December 31, 2016 December 31, 2017
Lubricants 542 574
Consumable stores 41 71
Total 583 645

~~Debt:~~

~~The amounts in the accompanying consolidated balance sheets are analyzed as follows:~~

Bank / Vessel(s) December 31, December 31,
2016 2017
Total long term debt:
ABN (M/T Eco Fleet, M/T Eco Revolution and M/T Nord Valiant) 59,838 53,538
NORD/LB (M/T Stenaweco Excellence) 22,162 20,116
Alpha Bank (M/T Stenaweco Elegance) - 22,150
Total long term debt 82,000 95,804
Less: Deferred finance fees (1,546 ) (2,038 )
Total long term debt net of deferred finance fees 80,454 93,766

Out of which:
Current portion of long term debt 7,995 9,508
Long term debt 72,459 84,258

~~F-17~~

F-19

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, ~~2016~~2022 AND ~~2017~~

2023

AND FOR THE YEARS ENDED DECEMBER 31, ~~2015, 2016 AND 2017~~

2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

Short term debt from related parties:
Family Trading facility 4,085 -
Less deferred finance fees - -
Current portion of loans from related parties net of deferred finance fees 4,085 -

Short Term Debt:
Unsecured Notes - 8,878
AT Bank predelivery facility - 1,499
Less deferred finance fees - (194 )
Current portion of loans net of deferred finance fees - 10,183

Total Debt net of deferred finance fees 84,539 103,949

~~(a). LONG-TERM DEBT~~

ABN ~~Amro~~ Facility

On ~~July 9, 2015,~~March 18, 2021, the Company entered into a credit facility with ABN Amro ~~Bank of Holland~~ for ~~$42,000 ("the ABN Amro facility")~~$36,800 for the financing of the ~~vessels~~vessel M/T Eco ~~Fleet and M/T Eco Revolution ($21,000 per financed vessel).~~West Coast. This facility was ~~amended on September 28, 2015 and was increased to $44,400 ($22,200 per vessel), with all other terms remaining the same except for the margin which was increased by 0.15%.~~drawn down in full. The credit facility iswas repayable in 424 consecutive quarterly installments of ~~$500, 4 consecutive quarterly installments of $512.5, 4 consecutive quarterly installments of $525 and 12 consecutive quarterly installments of $387.5 for each of the financed vessels,~~$615 commencing ~~on October 13, 2015 for M/T Eco Fleet and on April 15, 2016 for M/T Eco Revolution~~in June 2021, plus a balloon installment of ~~$11,400 for each of the financed vessels,~~$22,040 payable together with the last installment in July 2021 and in January 2022, respectively. On August 1, 2016, the Company amended the ABN Facility to increase the borrowing limit to $64,400 and added another tranche to the loan, "Tranche C", which is secured by vessel M/T Nord Valiant. Tranche C is repayable in 12 consecutive quarterly installments of $550 each and 12 consecutive quarterly installments of $363 each, commencing on November 2016, plus a balloon installment of $9,050 payable together with the last installment in August 2022. Apart from the inclusion of M/T Nord Valiant as a collateralized vessel and the reduction of the margin to 3.75% (applicable only to Tranche C), no other material changes were made to the ABN Facility.installment.

The Company drew down $21,000 under the ABN Amro facility on July 13, 2015 to finance the last shipyard installment of M/T Eco Fleet and another $1,200 on September 30, 2015. Furthermore, the Company drew down $22,200 under the ABN facility on January 15, 2016 to finance the last shipyard installment of M/T Eco Revolution. Finally, on August 5, 2016 the Company drew down $20,000 under the Tranche C of the ABN facility to partly finance the last shipyard installments of M/T Nord Valiant.

The facility ~~contains~~contained various covenants, including (i) an asset cover ratio of ~~130%~~125%, (ii) a ratio of total net debt to the aggregate market value of the ~~Company's~~Company’s fleet, current or future, of no more than 75% ~~and~~ (iii) minimum free liquidity of ~~$750~~$500 per ~~collateralized vessel.~~delivered vessel owned/operated by the Company and (iv) market adjusted total assets of the Company minus total liabilities to be at least $60,000. Additionally, the facility ~~contains~~contained restrictions on the shipowning company incurring further indebtedness or ~~guarantees.~~guarantees and change of control provisions (whereby Mr. Evangelos J. Pistiolis may not control less than 50.1% of the voting rights of the Company). It also ~~restricts~~restricted the Company and the shipowning company from paying dividends if such a payment would result in an event of default or in a breach of covenants under the loan agreement.

The facility iswas secured as follows:

●

First priority mortgage over M/T Eco ~~Fleet, M/T Eco Revolution and M/T Nord Valiant;~~West Coast;

●

Assignment of insurance and earnings of the mortgaged ~~vessels;~~vessel;

●

Specific assignment of any time charters with duration of more than 12 months;

●

Corporate guarantee of ~~Top Ships Inc.;~~the Company;

●

Pledge of the shares of the shipowning ~~subsidiaries;~~subsidiary;

●

Pledge over the earnings account of the ~~vessels.~~vessel.

~~F-18~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF DECEMBER 31, 2016 AND 2017~~

~~AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2016 AND 2017~~

~~(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)~~

On April 21, 2017, the Company was informed by ABN Amro that the Company was in breach of a loan covenant that requires that any member of the family of Mr. Evangelos J. Pistiolis maintain an ownership interest (either directly and/or indirectly through companies beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) of 30% of the Company's outstanding common shares. ABN Amro requested that either the family of Mr. Evangelos J. Pistiolis maintain an ownership interest of at least 30% of the outstanding common shares or maintain a voting rights interest of above 50% in the Company. In order to regain compliance with the loan covenant, the Company issued the Series D preferred shares (see Note 11). On July 28, 2017 ABN Amro by way of a supplemental agreement removed the loan covenant that required that any member of the family of Mr. Evangelos J. Pistiolis maintains an ownership interest of 30% of the Company's issued and outstanding common shares and replaced it with a covenant that states that no other party other than a member of the family of Mr. Evangelos J. Pistiolis (either directly and/or indirectly through companies beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) acquires a voting interest of more than 50% of the Company's share capital, without ABN Amro's prior written approval.

The ~~ABN Amro~~ facility ~~bears~~bore interest at LIBOR plus a margin of ~~3.90%, except for~~2.50%. From June 23, 2023 ABN Amro bank switched the ~~Tranche C~~facility’s variable rate from LIBOR to Compounded SOFR. On December 14, 2023 the facility was fully prepaid using part of the proceeds from the 3^rdAVIC facility ~~that bears interest at LIBOR plus~~(see below) and the Company accelerated the a ~~margin~~mortization of ~~3.75%. The applicable three-month LIBOR as~~$264 of ~~December 31, 2017 was about 1.7%. As of December 31, 2017,~~deferred finance fees outstanding relating to the ~~outstanding balance of the ABN Amro facility is $53,538.~~

~~NORD/LB~~facility.

Alpha Bank Facility

On May ~~11, 2016,~~6, 2021, the Company entered into a credit facility with ~~NORD/LB~~Alpha Bank ~~of Germany~~ for ~~$23,185 ("the NORD/LB facility")~~$38,000 for the financing of the vessel M/T ~~Stenaweco Excellence.~~Eco Malibu. This facility was drawn down in full. The credit facility iswas repayable in 12 consecutive quarterly installments of ~~$511~~$750 and 1612 consecutive quarterly installments of ~~$473,~~$625, commencing ~~in August 2016, plus~~three months from draw down, and a balloon ~~installment~~payment of ~~$9,480~~$21,500 payable together with the last ~~installment in May 2023.~~

~~The Company drew down $23,185 under the NORD/LB facility on May 13, 2016 to finance the last shipyard installment of the M/T Stenaweco Excellence.~~

installment.

The facility ~~contains~~contained various covenants, including (i) an asset cover ratio of 125% ~~for the first three years and 143% thereafter,~~, (ii) a ratio of total net debt to the aggregate market value of the ~~Company's~~Company’s fleet, current or future, of no more than 75% and ~~(iii)~~ minimum free liquidity of ~~$750 per collateralized vessel and~~ $500 per ~~bareboated chartered-in vessel.~~delivered vessel owned/operated by the Company. Additionally, the facility ~~contains~~contained restrictions on the shipowning company incurring further indebtedness or ~~guarantees.~~guarantees and change of control provisions (whereby Mr. Evangelos J. Pistiolis may not control less than 50.1% of the voting rights of the Company). It also ~~restricts~~restricted the Company and the shipowning company from paying dividends if such a payment would result in an event of default or in a breach of covenants under the loan agreement.

The facility iswas secured as follows:

●

First priority mortgage over M/T Eco Malibu;

~~First priority mortgage over M/T Stenaweco Excellence;~~

●

Assignment of insurance and earnings of the mortgaged vessel;

●

Specific assignment of any time charters with duration of more than 12 months;

●

Corporate guarantee of the Company;

●

Pledge of the shares of the shipowning subsidiary;

●

Pledge over the earnings account of the vessel.

The facility bore interest at LIBOR plus a margin of 3.00%. On June 9, 2023 Alpha Bank switched the facility’s variable rate from LIBOR to Term SOFR. On December 21, 2023 the facility was fully prepaid using part of the ~~mortgaged vessel;~~

proceeds from the Huarong facility (see below) and the Company accelerated the amortization of $225 of deferred finance fees outstanding relating to the facility.

~~Specific assignment of any time charters with duration of more than 12 months;~~

~~Corporate guarantee of Top Ships Inc.;~~

~~Pledge of the shares of the shipowning subsidiary;~~

~~Pledge over the earnings account of the vessel.~~

On May 16, 2017 NORD/LB by way of a supplemental agreement provided a waiver until December 31, 2017 for the breach of the loan covenant that requires that any member of the family of Mr. Evangelos J. Pistiolis maintains an ownership interest (either directly and/or indirectly through companies beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) of 20% of the Company's issued and outstanding common shares. In addition NORD/LB agreed to reduce the abovementioned minimum percentage to 10%. In January 8, 2018 NORD/LB agreed to replace said covenant with a covenant that states that no other party other than a member of the family of Mr. Evangelos J. Pistiolis (either directly and/or indirectly through companies beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) acquires a voting interest of more than 50% of the Company's share capital, without NORD/LB's prior written approval.

~~F-19~~

F-20

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, ~~2016~~2022 AND ~~2017~~

2023

AND FOR THE YEARS ENDED DECEMBER 31, ~~2015, 2016 AND 2017~~

2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

FINANCINGS COMMITTED UNDER SALE AND LEASEBACK AGREEMENTS

The ~~NORD/LB facility bears interest at LIBOR plus a margin of 3.43%. The applicable three-month LIBOR as of December 31, 2017 was about 1.7%. As of December 31, 2017, the outstanding balance~~majority of the ~~NORD/LB facility is $20,116.~~

~~Alpha Bank Facility~~

~~On July 20, 2016, Eco Seven that was later acquired by the Company entered into a credit facility with Alpha Bank~~below sale and leaseback agreements (“SLB”s) contain, customary covenants and event of ~~Greece for $23,350 ("the Alpha facility") for the financing of the vessel M/T Stenaweco Elegance. The credit facility is repayable in 12 consecutive quarterly installments of $400~~default clauses, including cross-default provisions and ~~20 consecutive quarterly installments of $303, commencing in May 2017, plus a balloon installment of $12,500 payable together with the last installment in February 2025.~~

~~The Company drew down $23,350 under the Alpha facility on February 24, 2017 to finance the last shipyard installment of the M/T Stenaweco Elegance.~~

~~The facility contains various~~restrictive covenants and performance requirements including (i) ~~an asset cover ratio of 125%, (ii)~~ a ratio of total net debt to the aggregate market value of the Company's fleet, current or future, of no more than 75%, (iii) minimum free liquidity of $750 per collateralized vessel, (iv) EBITDA is required to be greater than 120% of fixed charges and (v) market value adjusted net worth is required to be greater than or equal to $20,000. It also restricts the shipowning company from incurring further indebtedness or guarantees and from paying dividends if such a payment would result in an event of default or in a breach of covenants under the loan agreement.

~~The facility is secured as follows:~~

~~First priority mortgage over M/T Stenaweco Elegance;~~

~~Assignment of insurance and earnings of the mortgaged vessel;~~

~~Specific assignment of any time charters with duration of more than 12 months;~~

~~Corporate guarantee of Top Ships Inc.;~~

~~Pledge of the shares of the shipowning subsidiary;~~

~~Pledge over the earnings account of the vessel.~~

The Alpha facility bears interest at LIBOR plus a margin of 3.50%. The applicable three-month LIBOR as of December 31, 2017 was about 1.7%. As of December 31, 2017, the outstanding balance of the Alpha facility is $22,150.

~~AT Bank Facility~~

On September 5, 2017, the Company entered into a credit facility with AT Bank for $23,500 to fund the delivery of M/T Eco Palm Desert (the "AT Bank Senior Facility"), due for delivery in the third quarter of 2018. This facility is repayable in 20 consecutive quarterly installments of $325, commencing three months from draw down, and a balloon payment of $17,000 payable together with the last installment.

The facility contains various covenants, including (i) an asset cover ratio of 115% for the first year, 120% for the second year, 125% for the third year and 140% thereafter, (ii) a ratio of total net debt to the aggregate market value of the Company'sCompany’s fleet, current or future, of no more than 75% and ~~(iii)~~(ii) minimum free liquidity of ~~$750 per collateralized vessel and~~ $500 per ~~bareboated chartered-in vessel.~~ vessel at the guarantors level.

Additionally, all the ~~facility contains~~SLBs contain restrictions on the relative shipowning company incurring further indebtedness or guarantees and paying ~~dividends.~~dividends when in default or if such dividend payment would result in an event of default or termination event under the SLB agreements. The same dividend restrictions apply to the Company as well. All the SLBs except the Cargill Facility have change of control provisions whereby there may not be a change of control of the Company, save with the prior written consent of the financier.

All the below SLBs are secured mainly by the following:

●

Ownership of the vessel financed;

●

Assignment of insurances and earnings of the vessel financed;

~~The facility is secured as follows:~~

●

Specific assignment of any time charters of the vessel financed with duration of more than 12 months;

●

Corporate guarantee of Top Ships Inc.;

●

Pledge of the shares of the relative shipowning subsidiary;

~~First priority mortgage~~

●

Pledge over the earnings account of the vessel financed.

Cargill Facility

On June 29, 2018 the Company entered into an SLB and a five-year time charter with Cargill, a non-affiliated party, for its newbuilding vessel M/T Eco ~~Palm Desert;~~

~~Assignment of insurance and earnings~~Marina Del Rey delivered in March 2019. Consummation of the ~~mortgaged vessel;~~

~~Specific assignment~~SLB took place on the vessel’s delivery date. Following the sale, the Company has bareboat chartered back the vessel at a bareboat hire rate of ~~any~~$8,600 per day and simultaneously the vessel commenced its five-year time ~~charters~~charter with ~~duration~~Cargill. As part of ~~more than 12 months;~~

~~Corporate guarantee of Top Ships Inc.;~~

~~Pledge~~this transaction, the Company has the obligation to buy back the vessel at the end of the ~~shares~~five-year period for $22,680. The gross proceeds from the sale were $32,387.

The Company had also entered into a fair value appreciation sharing agreement with Cargill whereby it would share with the latter 25% of the ~~shipowning subsidiary;~~

~~Pledge over the earnings account~~excess of the fair market value of the vessel over a predetermined amount amortized on a daily basis to the facility’s maturity when the vessel was sold or when the loan matured. As a result of Cargill’s entitlement to participate in the appreciation of the market value of the vessel and the significant increase in tankers’ fair values as of December 31, 2022 compared to December 31, 2021, the Company recognized a participation liability of $3,271 as of December 31, 2022, presented in “Vessel fair value participation liability” in the consolidated balance sheets, with a corresponding debit to a debt discount account, presented contra to the loan balance, broken down to current and non-current long-term debt accordingly. Due to the fact that tanker values continued to increase throughout 2023 values the Company increased that participation liability by $1,729 to $5,000 during the year ended December 31, 2023 and since the facility matures in the first quarter of 2024, such participation liability was presented under current liabilities. During the year ended December 31, 2023 the Company amortized $3,537 of that Debt discount, such amortization presented in Interest and finance costs in the consolidated statements of comprehensive income.

The SLB with Cargill is accounted for as a financing transaction, as control remains with the Company and the M/T Eco Marina Del Rey will continue to be recorded as an asset on the Company’s balance sheet. In addition, the Company has an obligation to repurchase the vessel.

~~F-20~~

F-21

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, ~~2016~~2022 AND ~~2017~~

2023

AND FOR THE YEARS ENDED DECEMBER 31, ~~2015, 2016 AND 2017~~

2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

CMBFL Facility

On November 23, 2021 the Company entered into an SLB with CMBFL, for its newbuilding vessels M/T Julius Caesar and M/T Legio X Equestris. Consummation of the SLB took place on January 17 and March 2 2022, respectively. Following the sale, the Company has bareboat chartered back the vessels for a period of eight years at bareboat hire rates comprising of 32 consecutive quarterly installments of $675 and a balloon payment of $32,403 payable together with the last installment, plus interest based on the three months LIBOR plus 2.60%.

As part of this transaction, the Company has continuous options to buy back the vessels at purchase prices stipulated in the bareboat agreements depending on when the option will be exercised and at the end of the eight-year period it has an option to buy back the vessels at a cost represented by the balloon payment. The gross proceeds from the sale of the two vessels were $54,005 and $53,997 for M/T Julius Caesar and M/T Legio X Equestris respectively.

The CMBFL facility was accounted for as a financing transaction, as control will remain with the Company and the two vessels will continue to be recorded as assets on the Company’s balance sheet. In addition, the Company has continuous options to repurchase the vessels below fair value.

From July 16, 2023 for M/T Julius Caesar and from September 2, 2023 for M/T Legio X Equestris, CMBFL switched the respective facility’s variable rate from LIBOR to Term SOFR. The applicable SOFR as of December 31, 2023 was approximately 5.40% for the CMBFL facility.

2^nd AVIC Facility

On March 2, 2022 the Company entered into an SLB with AVIC, for $48,200 for the financing of the M/T Eco Oceano CA. Consummation of the SLB took place on March 4, 2022. The Company has bareboat chartered back the vessel for a period of ten years at bareboat hire rates comprising of 40 consecutive quarterly installments of $678 and a balloon payment of $21,087 payable together with the last installment, plus interest based on LIBOR plus 3.50%, that was later reduced to 3.00% upon entering into the 3^rd AVIC Facility (see below).

As part of this transaction, the Company has continuous options to buy back the vessel at purchase prices stipulated in the bareboat agreement depending on when the option will be exercised and at the end of the ten-year period the Company has an obligation to buy back the vessel at a cost represented by the balloon payment.

The ~~AT Bank Senior~~2^nd AVIC Facility ~~bears interest at LIBOR plus~~is accounted for as a ~~margin of 4%~~financing transaction, as control remains with the Company and ~~a commitment fee of 2% per annum is payable quarterly in arrears over~~M/T Eco Oceano CA. will continue to be recorded as an asset on the ~~committed and undrawn portion of the facility, starting from the date of signing the commitment letter.~~ Company’s balance sheet.

The applicable ~~three-month~~ LIBOR as of December 31, ~~2017~~2023 was ~~about 1.7%~~approximately 5.62%.

3^rdAVIC Facility

On December 14, 2023 the Company consummated an SLB with AVIC (the “3^rdAVIC Facility”), for $41,000 for the refinancing of the M/T Eco West Coast. The Company has bareboat chartered back the vessel for a period of ten years at bareboat hire rates comprising of 120 consecutive monthly installments of $183.3 and a balloon payment of $19,000 payable on the last installment, plus interest based on Term SOFR plus 2.65%.

As part of this transaction, the Company has continuous options to buy back the vessel at purchase prices stipulated in the bareboat agreement depending on when the option was exercised and at the end of the ten-year period the Company has an obligation to buy back the vessel at a cost represented by the balloon payment.

The 3^rdAVIC Facility is accounted for as a financing transaction, as control remains with the Company and M/T Eco West Coast will continue to be recorded as an asset on the Company’s balance sheet.

The applicable SOFR as of December 31, ~~2017, the Company has not drawn down any amounts under the AT Bank Senior Facility.~~

~~(b). SHORT-TERM DEBT~~

~~Unsecured Notes~~

~~On November 13 and on December 14, 2017 the Company entered into two unsecured notes with Crede Capital Group LLC (the "Crede Notes") as follows:~~

Agreement date Amount drawn Undrawn Amount Fees Interest Amount settled Outstanding Amount Maturity
November 13, 2017
17,500 - - 11 (17,500 ) -
November 13, 2019
December 14, 2017
12,500 10,000 - 8 (3,622 ) 8,878
December 14, 2019
30,000 10,000 - 19 (21,122 ) 8,878

The first Crede Note carried a single revolving option for additional $5.0 million that the Company exercised on November 20, 2017, bringing the total drawn amount to $17,500. The second Crede Note carries two revolving options for an additional $5.0 million each. An amount of $21,1222023 was ~~settled with proceeds from the First and Second Crede Purchase Agreement (Note 11)~~approximately 5.37%.

The proceeds from the sales of the Crede Notes were used for vessel acquisitions and general corporate purposes. The Notes bear interest at a rate of 2.0% for the period of ninety days starting on the closing date, (ii) 10.0% for the period of ninety days starting on the date that is ninety days immediately following the closing date and (iii) 15.0% starting on the date that is one hundred eighty days immediately following the closing date.

The Crede Notes carry customary covenants and restrictions, including the covenant that all net proceeds that the Company receives from the sale of any equity securities of the Company shall be utilized exclusively to repay any outstanding amounts under the Crede Notes until the Crede Notes are repaid in full. The Crede Notes also restrict the Company from redeeming, repurchasing or declaring any cash dividend or distribution on any of its capital stock (other than any obligations to do so outstanding as of the issuance dates of the Notes), as long as there were outstanding amounts under the Crede Notes.

~~Unsecured Notes~~

~~From February 6 to September 15, 2017 the Company entered into a series of unsecured short term notes (the "Notes") with Kalani Investments Ltd and Xanthe Holdings Ltd as follows:~~

Agreement date Amount drawn Fees Interest Amount settled Amounts forgiven Outstanding Amount Maturity Counterparty
February 6, 2017 3,500 210 22 (3,500 ) - - May 15, 2017 Kalani
March 22, 2017 5,000 200 7 (5,000 ) - - October 7, 2017 Kalani
March 28, 2017 10,000 - 24 (10,000 ) - - August 25, 2017 Kalani
April 5, 2017 7,700 - 42 (7,700 ) - - September 4, 2017 Kalani
May 15, 2017 5,000 - 28 (3,882 ) (1,118 ) - August 23, 2017 Xanthe
June 26, 2017 3,000 - 2 (3,000 ) - - October 24, 2017 Kalani
July 12, 2017 3,060 60 16 (3,060 ) - - November 7, 2017 Xanthe
September 15, 2017 2,020 20 6 (2,020 ) - - December 14, 2017 Xanthe
39,280 490 147 (38,162 ) (1,118 ) -

~~F-21~~

F-22

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, ~~2016~~2022 AND ~~2017~~

2023

AND FOR THE YEARS ENDED DECEMBER 31, ~~2015, 2016 AND 2017~~

2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

Huarong Facility

On December 20, 2023 the Company consummated an SLB with China Huarong Shipping Financial Leasing Co Ltd. (“Huarong” and the “Huarong Facility”), for $41,000 for the refinancing of the M/T Eco Malibu. The Company has bareboat chartered back the vessel for a period of ten years at bareboat hire rates comprising of 120 consecutive monthly installments of $183.3 and a balloon payment of $19,000 payable on the last installment, plus interest based on Term SOFR plus 2.50%.

As part of ~~December 31, 2017 all~~this transaction, the ~~Notes have been settled except an amount of $1,118 which~~Company has ~~been written-off, following discussions with~~continuous options to buy back the ~~noteholder Xanthe and is included in "Other, net"~~vessel at purchase prices stipulated in the ~~accompanying consolidated statements~~bareboat agreement depending on when the option was exercised and at the end of ~~comprehensive loss. All~~ the ~~above, fees, interest and principal were settled with proceeds from~~ten-year period the ~~Common stock purchase agreement (Note 11).~~Company has an obligation to buy back the vessel at a cost represented by the balloon payment.

The ~~proceeds from the sales of the Notes were used~~Huarong Facility is accounted for ~~vessel acquisitions and general corporate purposes. The Notes bore interest at~~as a rate of 6% and carried customary covenants and restrictions, including the covenant that all net proceeds that the Company received from the sale of any equity securities of the Company shall be utilized exclusively to repay any outstanding amounts under the Notes until the Notes are repaid in full. The Notes also restrict the Company from redeeming, repurchasing or declaring any cash dividend or distribution on any of its capital stock (other than any obligations to do so outstandingfinancing transaction, as ~~of the issuance dates of the Notes), as long as there were outstanding amounts under the Notes.~~

~~Series C preferred convertible shares~~

On February 17, 2017, the Company completed a private placement of 7,500 Series C convertible preferred shares (the "Series C shares") for an aggregate principal amount of $7,500 with Xanthe Holdings Ltd ("Xanthe") a non-U.S. institutional investor, non-affiliatedcontrol remains with the Company ~~but affiliated with Kalani Investments Limited ("Kalani") (see Note 11). The Company has accounted for the sale of the Series C shares~~and M/T Eco Malibu will continue to be recorded as a debt issuance since its characteristics are more akin to debt rather than equity and dividends of the Series C shares were accounted as interest. Pursuant to the issuance of the Series C Shares, the Company recognized the beneficial conversion feature ("BCF") by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of the Company's common stock per sharean asset on the commitment date, to additional paid-in capital. Since the intrinsic value of the BCF at the commitment date was greater than the proceeds allocated to the convertible instrument, the amount of the discount assigned to the BCF was limited to the amount of the proceeds allocated to the convertible instrument. The Company initially recognized $7,500 of debt discount, which it fully amortized in the year ended December 31, 2017, included in Interest and finance costs in the accompanying Statement of comprehensive loss. Series C shares were fully converted into common stock by October 31, 2017 and dividends amounting to $600 were included in Interest and finance costs in the accompanying Statement of comprehensive loss.Company’s balance sheet.

~~AT Bank Predelivery Facility~~

On September 5, 2017, the Company entered into a credit facility with AT Bank for $8,993 for the pre-delivery financing of M/T Eco Palm Desert (the "AT Bank Predelivery Facility"). This facility can be drawn down in five tranches to finance in full the last five pre-delivery instalments of M/T Eco Palm Desert due for payment between August 2017 and May 2018 and will be repaid from the proceeds of the AT Bank Senior Facility on the drawdown of the latter.

The facility contains various covenants, including a ratio of total net debt to the aggregate market value of the Company's fleet, current or future, of no more than 75% and minimum free liquidity of $750 per collateralized vessel and $500 per bareboated chartered-in vessel. Additionally, the facility contains restrictions on the subsidiary that owns the newbuilding contract from incurring further indebtedness or guarantees and from paying any dividends.

~~The facility is secured as follows:~~

~~Assignment to the bank of the newbuilding contract and of the respective refund guarantee of M/T Eco Palm Desert;~~

~~Corporate guarantee of Top Ships Inc.;~~

~~Pledge of the shares of the subsidiary owning the newbuilding contract;~~

The AT Bank Predelivery Facility bears interest at LIBOR plus a margin of 8.5% and a commitment fee of 4.25% per annum is payable quarterly in arrears over the committed and undrawn portion of the facility, starting from the date of signing the commitment letter. The applicable ~~three-month LIBOR~~SOFR as of December 31, ~~2017~~2023 was about 1.7%. The Company drew down $1,499 under the AT Bank Predelivery Facility in September 2017, to finance one shipyard installment of M/T Eco Palm Desert and as of December 31, 2017 the outstanding balance of the facility is $1,499 and has an undrawn balance of $7,494.

~~F-22~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF DECEMBER 31, 2016 AND 2017~~

~~AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2016 AND 2017~~

~~(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)~~

~~(c). SHORT-TERM DEBT FROM RELATED PARTIES~~

~~Amended Family Trading Credit Facility~~

On December 23, 2015, the Company entered into an unsecured revolving credit facility with Family Trading ("the Family Trading facility"), a related party owned by the Lax Trust, for up to $15,000 to be used to fund the Company's newbuilding program and working capital relating to the Company's operating vessels. This facility was repayable in cash no later than December 31, 2016, but the Company had the option to extend the facility's repayment up to December 31, 2017. On December 28, 2016 the maturity of the Family Trading facility was extended to January 31, 2017 and on January 27, 2017 the maturity of the Family Trading loan was extended to February 28, 2017 with all terms remaining the same.

On February 21, 2017, the Company amended and restated the Family Trading Credit Facility (the "Amended Family Trading Credit Facility") in order to, among other things, remove any limitation in the use of funds drawn down under the facility, reduce the mandatory cash payment due under the facility when the Company raises capital through the issuance of certain securities, remove the revolving feature of the facility, and extend the facility for up to three years. Additionally, the interest rate of the facility increased to 10% (from 9%) and the commitment fee decreased to 2.5% (from 5%). Further, under the terms of the Amended Family Trading Credit Facility, if the Company raises capital via the issuance of warrants, debt or equity, it is obliged to repay any amounts due under the Amended Family Trading Credit Facility and any accrued interest and fees up to the time of the issuance in cash or in common shares at Family Trading's option. Family Trading retains the right to delay this mandatory repayment at its absolute discretion. For the first six months after the execution of the facility, no more than $3,500 could be mandatorily prepaid in cash. Subject to certain adjustments pursuant to the terms of the Amended Family Trading Credit Facility, the number of common shares to be issued as repayment of the amounts outstanding under the facility will be calculated by dividing the amount redeemed by 80% of the lowest daily Volume-Weighted Average Price ("VWAP") of the Company's common shares on the Nasdaq Capital Market during the twenty consecutive trading days ending on the trading day prior to the payment date (the "Applicable Price"), provided, however, that at no time shall the Applicable Price be lower than $0.60 per common share (the "Floor Price")approximately 5.37%.

~~Further, in the case where the Company raises capital (whether publicly or privately) and the Applicable Price is higher than the lowest of (henceforth the "Issuance Price"):~~

a.	~~the price per share issued upon an equity offering of the Company;~~

b.	~~the exercise price of warrants or options for common shares;~~

c.	~~the conversion price of any convertible security into common shares; or~~

d.	~~the implied exchange price of the common shares pursuant to an asset to equity or liability to equity swap,~~

then the Applicable Price will be reduced to the Issuance Price. Finally, in case the Applicable Price is higher than the exercise price of the Company's warrants, the Applicable Price will be reduced to the exercise price of such outstanding warrants.

As of December 31, 2016 and 2017, the outstanding amount under the Amended Family Trading Credit Facility is $4,085 and $0, respectively. The Company during 2017 has drawn $3,148 and repaid $7,233 and has an undrawn balance of $11,852 under the Amended Family Trading Credit Facility.

The Company during the year ended December 31, 2017 issued 4 common shares as payment for $1,198 of accrued fees and interest under the Amended Family Trading Credit Facility, that resulted in additional non-cash debt conversion expenses amounting to $842, included in Interest and finance costs in the accompanying Statement of comprehensive loss.

Related party interest expense for the year ended December 31, 2015, 2016 and 2017 incurred in connection with this credit facility, amounted to $4, $302 and $111 respectively and is included in interest and finance costs in the accompanying consolidated statements of comprehensive loss. Related party commitment fees for the year ended December 31, 2015, 2016 and 2017 incurred in connection with this credit facility, amounted to $16, $207 and $366 respectively and are included in interest and finance costs in the accompanying consolidated statements of comprehensive loss. Deferred financing costs of $341 are included in the line item "Deferred financing costs" in accompanying consolidated balance sheets for December 31, 2017.

~~F-23~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF DECEMBER 31, 2016 AND 2017~~

~~AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2016 AND 2017~~

~~(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)~~

Scheduled Principal Repayments:The ~~Company's~~Company’s annual principal payments required to be made after December 31, ~~2017~~2023 on its loan obligations, are as follows ~~(assuming that~~(including the ~~Company will not draw any additional funds~~financings under ~~the Family Trading or the AT Bank Predelivery Facilities)~~sale and leaseback agreements):

Years
December 31, ~~2018~~2024			~~19,099~~14,426
December 31, ~~2019~~2025			~~10,118~~14,511
December 31, ~~2020~~2026			~~9,050~~14,511
December 31, ~~2021~~2027			~~19,965~~14,511
December 31, ~~2022~~2028 and thereafter			~~26,326~~188,281
~~December 31, 2023 and thereafter~~ Total			~~43,624~~
~~Total~~			~~128,182~~246,240

As of December 31, ~~2017,~~2022 and 2023, the Company was in compliance with all debt covenants with respect to its loans and credit facilities.

The fair value of debt outstanding on December 31, 2023, after excluding unamortized financing fees and debt discounts, approximates its carrying amount.

Financing ~~Costs:~~ Costs: The net additions in deferred financing costs amounted to ~~$812~~$3,417 and ~~$2,667~~$1,958 during the years ended December 31, ~~2016~~2022 and ~~2017~~2023 respectively. For 2016, the respective amount relates to $533 of arrangement fees, $131 of financing fees paid to CSM as per the provisions of the Letter Agreement between the latter and the Company (see Note 5) and $111 of legal fees and $37 of commitment fees, all relating to the ABN Amro and NORD/LB facilities. For 2017, the respective amount relates to $646 of arrangement fees, commitment fees and legal fees relating to the AT Bank facilities, $625 of fees relating to the extension of the Family Trading Facility, $490 of arrangement fees relating to the Notes, $470 of arrangement fees, commitment fees and legal fees relating to the Alpha Bank Facility, $297 of arrangement fees, commitment fees and legal fees relating to the Series C shares and $139 of financing fees paid to CSM as per the provisions of the Letter Agreement between the latter and the Company.

~~10.~~8.

Commitments and Contingencies:

Legal proceedings:

Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. As part of the normal course of operations, the ~~Company's~~Company’s customers may disagree on amounts due to the Company under the provision of the contracts which are normally settled through negotiations with the customer. Disputed amounts are normally reflected in revenues at such time as the Company reaches agreement with the customer on the amounts due.

On August 23, 2017, a purported securities class action complaint was filed in the United States District Court for the Eastern District of New York (No. 2:17-cv-04987(JMA)(SIL)) by Christopher Brady on behalf of himself and all others similarly situated against (among other defendants) the Company and two of its executive officers. The complaint is brought on behalf of an alleged class of those who purchased common stock of the Company between January 17, 2017 and August 22, 2017, and alleges that the Company and two of its executive officers violated Sections 9, 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On August 24, 2017, a second purported securities class action complaint was filed in the same court against the same defendants (No. 2:17-cv-05016(LDW)(AYS)) which makes similar allegations and purports to allege violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. Other similar complaints may be filed in the future. The Company will respond to these complaints (or an amended and/or consolidated complaint) by the appropriate deadline to be set in the future. The Company and its management believe that the allegations in the complaints are without merit and plan to vigorously defend themselves against the allegations.

Other than the cases mentioned above, the Company is not a party to any material litigation where claims or counterclaims have been filed against the Company other than routine legal proceedings incidental to its business.

~~F-24~~

F-23

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, ~~2016~~2022 AND ~~2017~~

2023

AND FOR THE YEARS ENDED DECEMBER 31, ~~2015, 2016 AND 2017~~

2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

Guarantee on performance of loans of the New 2020 Joint Venture

~~Capital Expenditures under the Company's Newbuilding program:~~

~~From March 30, 2017 to November 14, 2017~~

On December 10, 2020, the Company entered into a ~~series~~corporate guarantee agreement with Alpha Bank of ~~transactions with~~Greece (which was amended on February 2, 2022) in respect of the obligations of its 50% subsidiary California 19 Inc. and California 20 Inc. under the Loan Agreement dated March 12, 2020 for a ~~number~~secured loan facility of ~~entities affiliated with Evangelos J. Pistiolis that led to~~$37,660 ($18,830 for each vessel at inception and $18,500 as of December 31, 2023) for the ~~purchase~~financing of ~~50% interest in two newbuilding vessels (M/~~M/T Eco ~~Holmby Hills~~Yosemite Park and M/T Eco ~~Palm Springs)~~Joshua Park (the “Alpha Corporate Guarantee”). The Company assigns zero probability of default to said loan agreements and ~~100% interest in another two newbuilding vessels (M/T Eco Palm Desert and M/T Eco California). As a result of these transactions, the Company~~hence has ~~remaining contractual commitments~~not established any provisions for ~~the acquisition of its fleet totaling $79,964, including $9,970, $12,213, $23,981 and $33,800 pursuant~~losses relating to newbuilding agreements for M/T Eco Holmby Hills, M/T Eco Palm Springs, M/T Eco Palm Desert and M/T Eco California respectively. Of these contractual commitments, $59,684 is payable in 2018 and $20,280 in 2019.

On January 31, 2018 the Company entered into a series of newbuilding vessel acquisitions (note 21) that resulted in the Company adding another $151,485 of contractual commitments, out of which $28,697 is payable in 2018 and $122,788 in 2019.

this matter.

Environmental Liabilities:

The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the ~~accompanying~~ consolidated financial statements.

~~11.~~

Common and Preferred Stock, Additional Paid-In Capital and Dividends:

Reverse stock split: On ~~May 11 2017, June 23 2017, August 3 2017, October 6 2017 and March 26 2018,~~ September 29, 2023 the Company effected a ~~1-for-20, a 1-for-15, a 1-for-30, a 1-for-2 and a 1-for-10~~1-for-12 reverse stock split of its common ~~stock respectively.~~stock. There was no change in the number of authorized common shares of the ~~Company.~~Company, or the floor price of the Company’s Series E Shares, or the number of votes of the Company’s Series D, E and F Shares. All ~~number~~numbers of common share and earnings per share amounts, as well as warrant shares eligible for purchase under the ~~Company's Warrants,~~Company’s warrants, exercise price of said warrants and conversion prices of the Company’s Series E Shares, in these consolidated financial statements have been retroactively adjusted to reflect ~~these~~this 1-for-12 reverse stock ~~splits.~~

~~Series C preferred convertible shares:~~ On February 17, 2017, the Company completed a private placement of 7,500 Series C convertible preferred shares (the "Series C shares") for an aggregate principal amount of $7,500 with Xanthe. The Series C shares were convertible at the lesser of the following two prices: (i) $ 675,000.00 and (ii) 75% of the lowest daily VWAP of the Company's common shares over the twenty-one (21) consecutive trading day period ending on the trading day immediately prior to such date of determination, but in no event could the conversion price be less than $0.25. The Series C shares could not be converted if, after giving effect to the conversion, a holder together with certain related parties would beneficially own in excess of 4.99% of the Company's outstanding common shares. Holders of Series C shares had no voting rights. The Company at its option had the right to redeem the outstanding Series C shares at an amount equal to 120% of the Conversion Amount being redeemed. The Series C shares were subject to redemption in cash at the option of the holders thereof at any time after the occurrence and continuance of a Triggering Event. A Triggering Event included, among other things, certain bankruptcy proceedings, the delisting of the Company's common shares from Nasdaq, failure to timely deliver common shares upon conversion, failure to pay cash upon redemption, or failure to observe or perform certain covenants. Further, at any time after the tenth business day before the first year anniversary of the issuance of the Series C shares, the holders had the right to require the Company to redeem all or any number of Series C shares held at a purchase price equal to 100% of the Conversion Amount of such shares. The holders of Series C shares were entitled to receive quarterly dividends at a rate of 8% per annum payable in common shares, except that any dividend not paid in common shares would be payable in cash. Capitalized terms are defined in the Statement of Designations of the Series C shares. During the year ended December 31, 2017 the Company issued 904,646 common shares upon the conversion of 7,500 Series C shares and the payment of $600 in dividends. Also in consideration for entering into the agreement, the Company has issued $113 of its common stock to Xanthe as a commitment fee. As of December 31, 2017 all Series C shares have been converted to common stock.

split.

Series D preferred shares:On May 8, 2017, the Company issued 100,000 shares of Series D preferred shares (the ~~"Series~~“Series D ~~shares"~~shares”) to Tankers Family Inc., a company controlled by Lax Trust for $1one thousand dollars ($1,000) pursuant to a stock purchase agreement. The Series D shares are not convertible into common shares and each Series D share has the voting power of 1,000 common shares. The Series D shares have no dividend or distribution rights and shall expire and all outstanding Series D shares shall be redeemed by the Company for par value on the date ~~the currently outstanding loans~~that any financing facility with ~~ABN Amro and NORD/LB, or loans with~~ any ~~other~~ financial institution, which contain covenants that require that any member of the family of Mr. Evangelos J. Pistiolis maintain a specific minimum ownership or voting interest (either directly and/or indirectly through companies or other entities beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) of the ~~Company's~~Company’s issued and outstanding common shares, respectively, are fully repaid or reach their maturity date. The Series D shares shall not be otherwise redeemable and upon any liquidation, dissolution or winding up of the Company, the Series D shares shall have a liquidation preference of $0.01 per share. Currently the SLBs with CMBFL, AVIC Leasing and Huarong as well as the Alpha Corporate Guarantee and the Navigare Lease have similar provisions that are satisfied via the existence of the Series D Shares. As a prerequisite for the Navigare Lease, Mr. Evangelos J. Pistiolis guaranteed the performance of the bareboat charters, under certain circumstances, and in exchange, the Company agreed to indemnify him for any losses suffered as a result of the guarantee provided and in addition, the Company has amended the Certificate of Designation governing the terms of the Series D Shares, to adjust the voting rights per share of Series D Shares such that during the term of the Navigare Lease, the combined voting power controlled by Mr. Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of the total voting power of the Company, irrespective of any new common or preferred stock issuances, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease. Due to the related party nature of the transactions involving Mr. Evangelos J. Pistiolis, such transactions were unanimously approved by the Company’s Board of Directors, including all three independent directors.

Equity distribution agreement: On April 15, 2022, the Company, entered into an equity distribution agreement, or as they are commonly known, at-the-market offering (“ATM”), with Maxim Group LLC (“Maxim”). Under the ATM the Company could sell up to $19,700 of its common stock with Maxim acting as a sales agent. Since Maxim was acting solely as a sales agent, it had no right to require any common stock sales. No warrants, derivatives, or other share classes were associated with this ATM. The Company terminated the ATM on October 6, 2022. The Company has received proceeds from the ATM (net of 2% fees), amounting to $2,025, issued 10,786 common shares and incurred $81 of expenses related to this equity distribution agreement.

~~F-25~~

F-24

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, ~~2016~~2022 AND ~~2017~~

2023

AND FOR THE YEARS ENDED DECEMBER 31, ~~2015, 2016 AND 2017~~

2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

Issuance of common stock and warrants as part of the June 2022 Registered Direct Offering: On June 3, 2022, the Company entered into a placement agency agreement with Maxim Group LLC relating to the sale of the Company’s securities, or the Placement Agent Agreement. Pursuant to the Placement Agent Agreement, the Company entered into a Securities Purchase Agreement, with an institutional investor (the “Investor”) in connection with a registered direct offering of an aggregate of 19,583 of the Company’s common shares at a public offering price of $120.00 per share, registered on the Company’s Registration Statement on Form F-3 (333-234281), or the Registered Offering. Concurrently with the Registered Offering and pursuant to the Securities Purchase Agreement, the Company also commenced a private placement whereby the Company issued and sold 9,603,000 pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 40,012 of the Company’s common shares at $120.00 per pre-funded warrant share and 14,303,000 warrants (or the “June 2022 Warrants”) to purchase up to 59,595 of the Company’s common shares. The Pre-Funded Warrants had an exercise price of $0.024. All of the prefunded warrants were exercised from July to September 2022. The June 2022 Warrants had an exercise price per warrant share of $120.00 and expire five years after issuance. The June 2022 Registered Direct Offering resulted in gross proceeds of $7,151 before deducting placement agent fees, commissions and other offering expenses that amounted to $544.

~~Common~~Accounting Treatment of the June 2022 Warrants

The Company accounted for the June 2022 Warrants as equity in accordance with the accounting guidance for derivatives. The Company concluded these warrants should be equity-classified since they contained no provisions which would require the Company to account for the warrants as a derivative liability.

Accounting Treatment of the Pre-Funded Warrants

The Pre-Funded Warrants were classified as a component of permanent stockholders’ equity within additional paid-in capital and were recorded at the issuance date. The Pre-Funded Warrants are equity classified because they (i) are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock ~~purchase agreement:~~upon exercise, (v) are indexed to the Company’s common stock and (vi) meet the equity classification criteria. In addition, such pre-funded warrants do not provide any guarantee of value or return.

Repricing of the June 2022 Warrants: On ~~February 2, 2017,~~October 7, 2022 the Company entered into an agreement with ~~Kalani, under which~~ the ~~Company could sell up~~Investor holding 100% of the June 2022 Warrants to ~~$40,341~~induce him to exercise all of ~~its common stock~~his June 2022 Warrants at an exercise price reduced from $120.00 per warrant share to Kalani over a period of 24 months, subject to certain limitations (the "Common stock purchase agreement"). Proceeds from sales of common stock were used for general corporate purposes. Kalani had no right to require any sales and was obligated to purchase the common stock as directed by the Company, subject to certain limitations set forth in the agreement.$81.00 per warrant share. In consideration for ~~entering into~~ the immediate exercise of the June 2022 Warrants for cash that resulted in gross proceeds of $4,827 before related fees and commissions, the Investor received new warrants to purchase up to an aggregate of 89,393 common shares (the “October 2022 Warrants”) with identical terms as the June 2022 Warrants with the exception of the exercise price per warrant share now set at $81.00.

The Company treated this warrant inducement agreement as a warrant modification and has recognized the incremental fair value of $1,345 of the October 2022 Warrants as a deemed dividend. As the Company ~~has issued $606 of its common stock to Kalani as a commitment fee. No warrants, derivatives, or other share classes are associated with this agreement. As of December 31, 2017,~~is in an accumulated deficit position, the ~~Company had received proceeds (net of 1% commitment fees), amounting to $39,937 and issued 632,775 common shares, out of which 6 shares refer to commitment fees.~~ offsetting amount is recorded against additional paid-in-capital.

During the year ended December 31, ~~2017, the Common stock purchase agreement was amended four times in order to increase the amount~~2022 and 2023, no October 2022 Warrants were exercised.

Accounting Treatment of the ~~offering and~~October 2022 Warrants

The Company accounted for the ~~commitment fee and on~~ October ~~12, 2017~~2022 Warrants as equity in accordance with the ~~Common stock purchase agreement was completed.~~

~~First Crede Purchase Agreement:~~ ~~On November 7, 2017,~~accounting guidance for derivatives. The Company concluded these warrants should be equity-classified since they contained no provisions which would require the Company ~~entered into an agreement with Crede, pursuant~~ to ~~which~~account for the Company could sell up to $25,000 of shares of its common stock, to Crede over a period of 24 months, subject to certain limitations (the "First Crede Purchase Agreement"). In consideration for entering into the First Crede Purchase Agreement, the Company agreed to issue up to $500 of shares of its common stock, to Credewarrants as a commitment fee. Crede had no right to require any sales and was obligated to purchase the common stock as directed by the Company, subject to certain limitations set forth in the agreement. Proceeds from salesderivative liability.

Issuance of common stock ~~were used for general corporate purposes. No~~and warrants ~~derivatives, or other share classes are associated with this agreement. As~~as part of the December ~~31, 2017,~~2022 Public Equity Offering:On December 6, 2022, the Company ~~had received proceeds, amounting to $25,000 and issued 5,382,972~~closed a public offering of 562,500 of the Company’s common shares ~~out~~at a public offering price of ~~which 150,000 shares refer~~ $24.00 per share and 6,750,000 warrants (the “Class C Warrants”) to ~~commitment fees. On December 14, 2017 the First Crede Purchase Agreement was completed.~~

~~Second Crede Purchase Agreement:~~ On December 11, 2017, the Company, entered into a second agreement with Crede, pursuant to which the Company can sell another $25,000 of shares of its common stock, to Crede over a period of 24 months, subject to certain limitations (the "Second Crede Purchase Agreement"). In consideration for entering into the Second Crede Purchase Agreement, the Company agreed to issuepurchase up to ~~$500~~562,500 of the Company’s common shares, ~~of its common stock, to Crede~~(the “December 2022 Public Equity Offering”), with Maxim Group LLC acting as a ~~commitment fee. Crede has no right~~placement agent. The Class C Warrants are immediately exercisable at an exercise price of $24.00 per warrant share and expire five years after issuance. The December 2022 Public Equity Offering resulted in gross proceeds of $13,500 before deducting placement agent fees, commissions and other offering expenses that amounted to require any sales and is obligated to purchase the common stock as directed by the Company, subject to certain limitations set forth in the agreement. Proceeds from sales of common stock are to be used for general corporate purposes. No warrants, derivatives, or other share classes are associated with this agreement. As of December 31, 2017, the Company had received proceeds, amounting to $4,072 and issued 1,765,915 common shares, out of which 115,915 shares refer to commitment fees.

~~Warrants:~~ $1,104. During the year ended December 31, ~~2017~~2022 and 2023, 0 and 500 common shares were issued pursuant to Class C Warrant exercises.

Accounting Treatment of the Class C Warrants

The Company accounted for the June 2022 Class C Warrants as equity in accordance with the accounting guidance for derivatives. The Company concluded these warrants should be equity-classified since they contained no provisions which would require the Company ~~issued 219,251 common shares upon~~to account for the exercise of 697,017 Warrants. As of December 31, 2017 the Company had 1,976,389 Warrants outstanding relating to the follow-on offering of June 6, 2014 (the "Warrants"), which entitle their holders to purchase 2,134,501 of the Company's common shares at an exercise price of $2.30,warrants as it may be further adjusted. Furthermore the issuance of the Series C shares constituted an issuance of Variable Price Securities (as defined in the Warrant Agreement) and that, pursuant to Section 2(d) of the Warrant Agreement, each holder shall have the right, but not the obligation, to, in any exercise of Warrants, designate the Variable Price (as defined in the Warrant Agreement) at which the Series C shares are convertible, namely the lesser of: (i) $675,000 and (ii) 75% of the lowest daily VWAP of the Company's common shares over the twenty-one (21) consecutive trading day period ending on the trading day immediately prior to such date of determination, but in no event will the conversion price be less than $0.25.a derivative liability.

The Warrants have a number of round down protection measures embedded in the warrant agreement. These measures provide for a downward adjustment of the exercise price of each warrant in the following cases:

·	~~Issuance of common shares:~~ if the Company issues, sells or is deemed to have issued or sold any common shares for a consideration per share less than the exercise price of the Warrants then the latter shall be reduced to match the reduced consideration per share.

~~Issuance of options or convertible securities:~~ if the Company issues or sells any options at a strike price that is lower than the exercise price of the Warrants then the latter will be reduced to match the strike price of the options. If the Company issues convertibles that end up converting at a price per share that is lower than the exercise price of the Warrants then the latter will be reduced to match the conversion price per share.

~~Holder's right of alternative exercise price following issuance of certain options or convertible securities:~~ if the Company issues or sells any options or convertible securities that are convertible into or exchangeable or exercisable for common shares at a price which varies or may vary with the market price of the common shares (Variable Price), the warrant holder shall have the right, but not the obligation, to substitute the Variable Price for the exercise price of the Warrants.

~~Other events:~~ if the Company takes any action that results in the dilution of the warrant holder not covered by the abovementioned round down protection measures (including, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company shall determine and implement an appropriate adjustment in the exercise price so as to protect the rights of the warrant holder.

~~F-26~~

F-25

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, ~~2016~~2022 AND ~~2017~~

2023

AND FOR THE YEARS ENDED DECEMBER 31, ~~2015, 2016 AND 2017~~

2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

~~The above list is not exhaustive and for a more comprehensive and complete list of round down protection measures one should read the warrant agreement.~~

Issuance of ~~Warrants~~common stock and warrants as part of the ~~underwriting agreement:~~ February 2023 Registered Direct Offering:On ~~June 6, 2014,~~February 14, 2023, the Company entered into ~~an underwriting~~a placement agency agreement with Maxim Group LLC relating to the sale of the Company’s securities, or the Placement Agent Agreement. Pursuant to the Placement Agent Agreement, the Company entered into a Securities Purchase Agreement, with a number of institutional investors (the “Investors”) in connection with a registered direct offering of an aggregate of 837,094 of the ~~Company's follow-on~~Company’s common shares at a public offering price of $16.20 per share, or the February 2023 Registered Direct Offering. Concurrently with ~~AEGIS, an unaffiliated party. Pursuant~~the February 2023 Registered Direct Offering and pursuant to ~~this agreement,~~the Securities Purchase Agreement, the Company ~~granted to AEGIS 300,000 Warrants. Each warrant grants AEGIS~~also commenced a private placement whereby the ~~option~~Company issued and sold 10,045,185 warrants (the “February 2023 Warrants”) to purchase ~~one~~up to 837,094 of the Company’s common shares. The February 2023 Warrants had an exercise price per warrant share of $16.20 and expire five years after issuance. The February 2023 Registered Direct Offering closed on February 16, 2023 and it resulted in proceeds of $12,747 (net of 6% fees) and incurred $165 of expenses related to the offering. Additionally, since over 80% of the investors in the February 2023 Registered Direct Offering were Class C Warrant holders, we agreed to reduce the exercise price per common share of the ~~Company, at~~Class C Warrants to $16.20 per warrant share from an original exercise price of ~~$4,500,000 (per share),~~$24.00 per common share to induce them to participate in the offering. The Company has recognized the incremental fair value of $121 of the modified Class C Warrants as an equity issuance cost as the reduction of the exercise price of the Class C warrants was done in conjunction with the February 2023 Registered Direct Offering.

During the year ended December 31, 2023, no February 2023 Warrants were exercised.

Accounting Treatment of the February 2023 Warrants

The Company accounted for the February 2023 Warrants as equity in accordance with the accounting guidance for derivatives. The Company concluded these warrants should be equity-classified since they contained no provisions which ~~is exercisable~~would require the Company to account for the warrants as a derivative liability, and therefore were initially measured at ~~any time (American style option) from June 6, 2015 onwards and expires five years from the grant date.~~fair value in permanent equity with subsequent changes in fair value not measured.

~~Dividends:~~ Dividends to common stock holders:Nodividends were paid to common stock holders in the years ended December 31, ~~2015, 2016~~2021, 2022 and ~~2017. An amount of $600 in common shares was paid to holders of Series C shares during year ended December 31, 2017.~~2023.

~~12.~~

10.

~~Stock Incentive Plan:~~

On April 15, 2015, the Company's Board of Directors adopted the 2015 Stock Incentive Plan, or the 2015 Plan, under which the Company's directors, officers, key employees, consultants and service providers to the Company may be granted non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, unrestricted stock and other-equity based-related awards. One common share was reserved for issuance under the 2015 Plan, which is administered by the Compensation Committee of the Board of Directors.

On April 15, 2015, the Company granted and issued one restricted share to a nominee of Central Mare (Tankers Family Inc), a related party owned by the Lax Trust, under the 2015 Plan. The share will vest equally over a period of eight years from the date of grant. The fair value of each share on the grant date was $1,962,000.

On February 25, 2016, the Company granted and issued 0.3 restricted common shares to Sovereign Holdings Inc, a company owned by the Lax Trust. The fair value of the Company's share price at the time of the grant was $504,000. The Company recognized an expense of $192 pursuant to this grant. This expense has been included in General and administrative expenses in the consolidated statements of comprehensive loss for the year ended December 31, 2016.

~~A summary of the status of the Company's non-vested shares relating to the 2015 Plan as of December 31, 2017 and movement during the years ended December 31, 2016 and 2017, is presented below:~~

Non-vested Shares Fair value
As of December 31, 2015 0.8 576,000
Vested shares on June 30, 2016 0.125 304,200
As of December 31, 2016 0.675 405,000
Vested shares on June 30, 2017 0.125 252
As of December 31, 2017 0.55 2.50

For the years ended December 31, 2015, 2016, and 2017 the equity compensation expense that has been charged in the consolidated statements of comprehensive loss was $131, $47 and $(25) for the Non-Employee awards, respectively. This expense has been included in Management fees-related parties in the consolidated statements of comprehensive loss for each respective year. As of December 31, 2017 the total compensation benefit related to non vested awards is $153 (assuming that all future share vestings under the 2015 plan would be effected at the Company's closing stock price on December 31, 2017, i.e. at $2.50 per share, here used as an estimate of the Company's future stock price on the respective future vesting dates) and is expected to be recognized over a weighted average period of 4.5 years. The Company uses the straight-line method to recognize the cost of the awards.

~~F-27~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF DECEMBER 31, 2016 AND 2017~~

~~AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2016 AND 2017~~

~~(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)~~

~~13.~~

~~Loss~~

Earnings/(Loss) Per Common Share:

All shares issued ~~(including non-vested shares issued under the Company's stock incentive plans)~~ are included in the ~~Company's~~Company’s common stock and have equal rights to vote and participate in dividends and in undistributed earnings. Non-vested shares do not have a contractual obligation to share in the losses. Dividends declared during the period for non-vested common stock as well as undistributed earnings allocated to non-vested stock are deducted from net income or loss attributable to common shareholders for the purpose of the computation of basic earnings per share in accordance with two-class method as required by relevant guidance.

~~For purposes of calculating diluted earnings per share the denominator of the diluted earnings per share calculation includes:~~

·	~~any incremental shares assumed issued under the treasury stock method weighted for the period the non-vested shares were outstanding,~~

·	~~the potential dilution that could occur if warrants to issue common stock (see Note 11) were exercised, to the extent that they are dilutive, using the treasury stock method,~~

·	the potential dilution that could occur if Series B convertible preferred shares were converted, using the if-converted method weighted for the period the Series B convertible preferred shares were outstanding,

·	~~the potential dilution that could occur if Series C shares were converted (see Note 11), using the if-converted method weighted for the period the Series C shares were outstanding,~~

·	~~the potential dilution that could occur if the outstanding balance of principal, interest and fees of the Family Trading facility were converted (see Note 9), using the if-converted method,~~

·	~~the potential dilution that could occur if the Company completes all sales pursuant to its Common stock purchase agreement, using the if-converted method, and~~

·	~~any shares granted and vested but not issued up to the reporting date.~~

The components of the calculation of basic and diluted ~~earnings~~earnings/(loss) per share for the years ended December ~~2015, 2016~~2021, 2022 and ~~2017~~2023 are as follows:

Year Ended December 31,
2015 2016 2017
Income:
Net loss attributable to common shareholders (8,507 ) (351 ) (13,404 )

Earnings per share:
Weighted average common shares outstanding, basic and diluted 11 22 1,063,381
Loss per share, basic and diluted (773,364 ) (15,955 ) (12.57 )

	Year Ended December 31,
	2021			2022			2023
Net Income		8,616			18,948			6,066
Less: Deemed dividend for beneficial conversion feature of Series E Shares		(900	)		-			-
Less: Deemed dividend equivalents on preferred shares related to redemption value		(437	)		(14,400	)		-
Less: Dividends of preferred shares		(1,883	)		(12,390	)		(6,010	)
Less: Deemed dividend on warrant inducement		-			(1,345	)		-
Less: Deemed dividend on Series E Shares conversion		-			-			(22,426	)
Net Income / (Loss) attributable to common shareholders		5,396			(9,187	)		(22,370	)

Earnings / (Loss) per share:
Weighted average common shares outstanding, basic and dilutive		165,966			252,815			1,798,761
Earnings / (Loss) per share, basic and diluted		32.51			(36.34	)		(12.44	)

For the years ended December 31, ~~2015, 2016~~2021, 2022 and ~~2017 no~~2023, 52,984, 81,231 and 1,177,547 dilutive shares on an as-if converted basis relating to Series E Shares were not included in the computation of diluted earnings per share because to do so would have been antidilutive for the period presented.

~~14.~~

~~Voyage and Vessel Operating Expenses:~~

~~The amounts in the accompanying consolidated statements of comprehensive loss are as follows:~~

Voyage Expenses Year Ended December 31,
2015 2016 2017
Port charges / other voyage expenses 27 - 10
Bunkers 27 20 15
Commissions 316 716 974
Total 370 736 999

~~F-28~~

F-26

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, ~~2016~~2022 AND ~~2017~~

2023

AND FOR THE YEARS ENDED DECEMBER 31, ~~2015, 2016 AND 2017~~

2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

Vessel Operating Expenses Year Ended December 31,
2015 2016 2017
Crew wages and related costs 3,090 6,885 9,228
Insurance 268 542 777
Repairs and maintenance 297 520 973
Spares and consumable stores 1,109 1,923 2,374
Registration and tonnage taxes (Note 16)
25 43 92
Total 4,789 9,913 13,444

~~15.~~

11.

~~Interest~~

Voyage and ~~Finance Costs:~~Vessel Operating Expenses:

The amounts in the ~~accompanying~~ consolidated statements of comprehensive ~~loss~~income are as follows:

Voyage Expenses	Year Ended December 31,
	2021		2022		2023
Bunkers		165		80		20
Commissions (including $705, $1,008 and $1,037 respectively, to related party)		1,152		1,568		1,589
Total		1,317		1,648		1,609

Vessel Operating Expenses	Year Ended December 31,
	2021		2022		2023
Crew wages and related costs		11,066		11,881		11,898
Insurance		1,026		1,577		1,670
Repairs and maintenance (including $17, $37 and $42 respectively, to related party)		747		1,592		1,138
Spares and consumable stores		2,530		3,339		3,538
Registration and taxes (Note 13)		310		239		283
Total		15,679		18,628		18,527

12.

Interest and Finance Costs:

The amounts in the consolidated statements of comprehensive income are analyzed as ~~follows (expressed in thousands of U.S. Dollars):~~follows:

Interest and Finance Costs	Year Ended December 31,
	2021			2022			2023
Interest on debt (including $-, $207 and $- respectively, to related party)		7,342			11,895			18,142
Bank charges		20			132			120
Amortization and write-off of financing fees		840			2,522			1,190
Amortization of debt discount relating to Vessel fair value participation liability (Note 7)		-			-			3,537
Total		8,202			14,549			22,989
Less interest capitalized		(1,204	)		(184	)		-
Total		6,998			14,365			22,989

Interest and Finance Costs Year Ended December 31,
2015 2016 2017
Gross interest on debt (including $4, $302 and $138, respectively, to related party) (Note 9) 503 3,208 5,724
Delos termination fee interest (Note 5) 101 3 -
Bank charges and loan commitment fees (including $16, $207 and $366, respectively, to related party) 26 262 440
Amortization and write-off of financing fees 538 291 1,640
Amortization of Debt Discount (Note 9) - - 7,500
Non-cash debt conversion expenses - - 842
Total 1,168 3,764 16,146
Less interest capitalized (449 ) (671 ) (353 )
Total 719 3,093 15,793

~~16.~~

13.

Income Taxes:

Marshall Islands ~~Cyprus~~ and ~~Liberia do~~ Greece does not impose a tax on international shipping income. Under the laws of Marshall Islands ~~Cyprus~~ and ~~Liberia,~~Greece the countries of the ~~companies'~~companies’ incorporation and ~~vessels'~~vessels’ registration, the companies are subject to registration and tonnage taxes, which have been included in Vessel operating expenses in the ~~accompanying~~ consolidated statements of comprehensive ~~loss.~~income.

Under the United States Internal Revenue Code of 1986, as amended (the “Code”), the U.S. source gross transportation income of a ship-owning or chartering corporation, such as the Company, is subject to a 4% U.S. Federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the Treasury Regulations promulgated thereunder. U.S. source gross transportation income consists of 50% of the gross shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States.

F-27

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2022 AND 2023

AND FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

Under Section 883 of the Code and the regulations thereunder, the Company will be exempt from U.S. federal income tax on our U.S.-source shipping income if:

(1) the Company is organized in a foreign country, or its country of organization, grants an “equivalent exemption” to corporations organized in the United States; and

(2) either

A. more than 50% of the value of the Company’s stock is owned, directly or indirectly, by individuals who are “residents” of the Company’s country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States (each such individual a “qualified shareholder” and such individuals collectively, “qualified shareholders”), which the Company refers to as the “50% Ownership Test,” or

B. the Company’s stock is “primarily and regularly traded on an established securities market” in the Company’s country of organization, in another country that grants an “equivalent exemption” to U.S. corporations, or in the United States, which the Company refers to as the “Publicly-Traded Test.”

The Marshall Islands, the jurisdiction where the Company and the Company’s ship-owning subsidiaries are incorporated, grants an “equivalent exemption” to U.S. corporations. Therefore, the Company will be exempt from U.S. federal income tax with respect to the Company’s U.S.-source shipping income if either the 50% Ownership Test or the Publicly-Traded Test is met.

Treasury Regulations provide, in pertinent part, that stock of a foreign corporation will be considered to be “primarily traded” on an established securities market if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any other single country. The Company’s common shares, which is the Company’s sole class of issued and outstanding stock that is traded, is and the Company anticipates will continue to be “primarily traded” on the Nasdaq Capital Market.

The Treasury Regulations also require that the Company’s stock be “regularly traded” on an established securities market. Under the Treasury Regulations, the Company’s stock will be considered to be “regularly traded” if one or more classes of the Company’s stock representing more than 50% of the Company’s outstanding shares, by total combined voting power of all classes of stock entitled to vote and by total combined value of all classes of stock, are listed on one or more established securities markets, which the Company refers to as the “listing threshold.” The Company’s common stock, which is listed on the Nasdaq Capital Market and is the Company’s only class of publicly-traded stock, did not constitute more than 50% of the Company’s outstanding shares by value for the 2021 taxable year, and accordingly, the Company didn’t satisfy the 50% Ownership Test for the 2021 taxable year and consequently the Company didn’t qualify for exemption from tax under Section 883 for the 2021 taxable year.

The Company ~~and its subsidiaries were not~~for the 2021 taxable year was subject to an effective 2% United States federal ~~income taxation in respect of~~tax on the U.S. source shipping income that is ~~derived~~attributable to the transport of cargoes to or from the ~~international operation~~United States which is not considered an income tax. The amount of ~~ships~~this tax for the year ended December 31, 2021 was $152 and it was recorded within “Vessel operating expenses” in the ~~performance~~consolidated statements of ~~services directly related as they~~comprehensive income. For 2022 and for 2023 the Company qualified for the exemption offrom tax under Section ~~883 of the Internal Revenue Code of 1986, as amended.~~883.

~~17.~~

14.

Financial Instruments:

The principal financial assets of the Company consist of cash on hand and at banks, restricted cash, prepaid expenses and other ~~receivables.~~receivables and long term deposits. The principal financial liabilities of the Company consist of ~~short and long term loans, related party~~long-term loans, accounts payable due to suppliers, amounts due ~~from/~~to related parties and accrued ~~liabilities, interest rate swaps, convertible preferred shares and warrants granted to third parties.~~

liabilities.

Interest rate risk: The Company as of December 31, 2023 is subject to market risks relating to changes in interest rates, ~~relating to debt outstanding under its bank loan facilities on which it pays interest based on LIBOR plus a margin. In order to manage part or whole~~since all of its ~~exposure~~debt except the Cargill Facility is subject to ~~changes in~~floating interest rates due to this floating rate indebtedness, the Company has entered into three interest rate swap agreements with ABN Amro Bank, another interest rate swap agreement with NORD/LB Bank and might enter into more interest rate swap agreements in the future.rates.

~~F-29~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF DECEMBER 31, 2016 AND 2017~~

~~AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2016 AND 2017~~

~~(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)~~

Credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash. The Company places its temporary cash investments, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions with which it places its temporary cash investments.

Fair value:

c)	~~Fair value:~~

F-28

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2022 AND 2023

AND FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and cash equivalents and restricted cash are considered Level 1 items as they represent liquid assets with short term maturities. The Company considers its creditworthiness when determining the fair value of ~~the credit facilities.~~

~~The fair value of bank debt approximates the recorded value due to~~ its variable interest rate, being the LIBOR. LIBOR rates are observable at commonly quoted intervals for the full term of the loans and, hence, bank loans are considered Level 2 items in accordance with the fair value hierarchy.liquid assets.

The fair value of interest rate swaps is determined using a discounted cash flow method taking into account current and future interest rates and the creditworthiness of both the financial instrument counterparty and the Company and, hence, they are considered Level 2 items in accordance with the fair value hierarchy.

~~The fair value of Warrants is determined using the Cox, Ross and Rubinstein Binomial methodology and hence are considered Level 3 items in accordance with the fair value hierarchy.~~

The Company follows the accounting guidance for Fair Value Measurements. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The guidance requires assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities;

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;

Level 3: Unobservable inputs that are not corroborated by market data.

~~Interest rate swap agreements~~

The Company has entered into interest rate swap transactions to manage interest costs and the risk associated with changing interest rates with respect to its variable interest rate credit facilities. These interest rate swap transactions fixed the interest rates based on predetermined ranges in LIBOR rates. The Company has entered into the following agreements with ABN Amro Bank and Nord/LB Bank relating to interest rate swaps, the details of which were as follows:

Agreement Date Counterparty Effective (start) date: Termination Date:
Notional amount
on effective date
Interest rate payable
June 3, 2016 ABN Amro Bank April 13, 2018 Ju1y 13, 2021 $ 16,575 1.4425 %
December 19, 2016 ABN Amro Bank December 21, 2016 January 13, 2022 $ 20,700 2.0800 %
December 19, 2016 ABN Amro Bank December 21, 2016 August 10, 2022 $ 19,450 2.1250 %
March 29, 2017 NORD/LB Bank May 17, 2017 May 17, 2023 $ 21,139 2.1900 %

The fair value of the swaps was considered by the Company to be classified as Level 2 in the fair value hierarchy since their value was being derived by observable market based inputs. The Company pays a fixed rate and receives a floating rate for these interest rate swaps. The fair values of these derivatives determined through Level 2 of the fair value hierarchy were derived principally from, or corroborated by, observable market data. Inputs included quoted prices for similar assets, liabilities (risk adjusted) and market-corroborated inputs, such as market comparables, interest rates, yield curves and other items that allowed values to be determined.

~~F-30~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF DECEMBER 31, 2016 AND 2017~~

~~AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2016 AND 2017~~

~~(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)~~

~~Warrant liability~~

The Company's derivatives outstanding as of December 31, 2016 and 2017, are recorded at their fair values. As of December 31, 2017 the Company's derivatives consisted of 2,134,501 warrant shares outstanding, issued in connection with the Company's follow-on offering that closed on June 11, 2014 (see Note 11), as depicted in the following table:

Warrants Outstanding
December 31, 2016
Warrant Shares Outstanding
December 31, 2016
Term Warrant Exercise Price*
Fair Value – Liability
December 31, 2016
2,673,406 347,543 5 years $19.70 3,222

* Applying the Variable Exercise Price

Warrants Outstanding
December 31, 2017
Warrant Shares Outstanding
December 31, 2017
Term Warrant Exercise Price
Fair Value – Liability
December 31, 2017
1,976,389 2,134,501 5 years $2.30 3,332

~~Fair value of financial liabilities~~

The following table presents the fair value of those financial assets and liabilities measured at fair value on a recurring basis and their locations on the accompanying consolidated balance sheets, analyzed by fair value measurement hierarchy level:

Fair Value Measurement at Reporting Date

As of December 31, 2016
Total
Using Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Other
Unobservable
Inputs
(Level 3)
Non-current asset 300 - 300 -
Non-current liability 3,563 - 341 3,222
As of December 31, 2017
Non-current asset 394 - 394 -
Non-current liability 3,335 - 3 3,332

~~The following table sets forth a summary of changes in fair value of the Company's level 3 fair value measurements for the years ended December 31, 2016 and 2017:~~

~~Closing balance – December 31, 2015~~ *15.*	~~3,216~~
~~Change in fair value of Warrants, included in the consolidated statements of comprehensive loss~~	~~641~~
~~Adjustment for cashless exercise of Warrants, included in Additional paid-in capital line item of consolidated balance sheets~~	~~(635~~	)
~~Closing balance – December 31, 2016~~	~~3,222~~
~~Change in fair value of Warrants, included in the consolidated statements of comprehensive loss~~	~~256~~
~~Adjustment for cashless exercise of Warrants, included in Additional paid-in capital line item of consolidated balance sheets~~	~~(146~~	)
~~Closing balance – December 31, 2017~~	~~3,332~~

~~Derivative Financial Instruments not designated as hedging instruments:~~

The Company's interest rate swaps did not qualify for hedge accounting. The Company estimates the fair value of its derivative financial instruments at the end of every period and reflects the resulting unrealized gain or loss during the period in Loss on derivative financial instruments in the statement of comprehensive loss as well as presenting the fair value at the end of each period in the balance sheet.

~~F-31~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF DECEMBER 31, 2016 AND 2017~~

~~AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2016 AND 2017~~

~~(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)~~

The major unobservable input in connection with the valuation of the Company's Warrants is the volatility used in the valuation model, which is approximated by using 2-year weekly historical observations of the Company's share price. The annualized 2-year weekly historical volatility that has been applied in the warrant valuation as of December 31, 2017 was 233%. A 5% increase in the volatility applied would lead to an increase of 4.0% in the fair value of the Warrants. The fair value of the Company's Warrants is considered by the Company to be classified as Level 3 in the fair value hierarchy since it is derived by unobservable inputs.

Quantitative information about Level 3 Fair Value Measurements
Derivative type Fair Value at December 31, 2016 Fair Value at December 31, 2017 Balance Sheet Location Valuation Technique Significant Unobservable Input
Value
December 31, 2016

Value
December 31, 2017

Warrants 3,222 3,332 Non-Current liabilities –Derivative financial instruments Cox, Ross and Rubinstein Binomial Volatility 104.70 % 233 %

Information on the location and amounts of derivative financial instruments fair values in the balance sheet and derivative financial instrument losses in the statement of comprehensive loss are presented below:

Amount of gain/(loss) recognized in Statement of comprehensive loss located in Loss on derivate financial instruments
2015 2016 2017
Interest rate swaps- change in fair value - (41 ) 431
Interest rate swaps– realized gain/(loss) 225 (16 ) (476 )
Warrants- change in fair value (617 ) (641 ) (256 )
Total (392 ) (698 ) (301 )

~~18.~~

~~Other operating (loss)/ income~~

Mezzanine Equity

~~During the year ended December 31, 2017 the Company wrote-off $914 of accrued liabilities of vessels sold in 2009, mainly relating to unearned revenue.~~SERIES E PREFERRED SHARES

During the year ended December 31, 2016 the Company wrote-off $3,137 of accrued liabilities of vessels sold from 2006 to 2008, mainly relating to $2,043 of unearned revenue and $1,094 of related brokerage commissions, as the time frame for the Company's counterparties to claim these amounts had expired.

~~19.~~

~~Mezzanine Equity~~

~~Issuance of convertible preferred stock:~~

On ~~November 22, 2016,~~March 29, 2019, the Company entered into a ~~securities purchase agreement~~Stock Purchase Agreement with ~~YA II CD, LTD., or Yorkville~~Family Trading for the sale of ~~2,106~~27,129 newly designated Series B convertible preferred stock. Yorkville purchased 1,579 Series B convertible preferred stock on November 22, 2016 and 527 Series B convertible preferred stock on November 28, 2016. The preferred stock was issued ~~to Yorkville through a registered direct offering. The total net proceeds from the offering, after deducting offering fees and expenses, were $1,741. The holders of Series B~~perpetual convertible preferred shares (the “Series E Shares”) at a price of one thousand dollars ($1,000) per share. The proceeds of the sale were ~~entitled~~used for the full and final settlement of all amounts due under the Further Amended Family Trading Credit Facility. The issuance of the Series E Shares was approved by a committee of the Company’s board of directors, of which all of the directors were independent.

Each holder of Series E Shares, at any time, had the right, subject to certain conditions, to convert all or any portion of the Series E Shares then held by such ~~number of votes as would have been equal to~~holder into the Company’s common shares at the conversion rate then in effect. Each Series E Share was convertible into the number of the Company's common shares then issuable upon a conversion of each Series B convertible preferred share (subject to an ownership limitation of 4.99%) on all matters submitted to a vote of the stockholders of the Company. The Series B convertible preferred stock were convertible into a number of the Company'sCompany’s common shares equal to the quotient of $1one thousand dollars ($1,000) plus any accrued and unpaid dividends divided by the lesser of the following ~~two prices:~~four prices (the “Series E Conversion Price”): (i) ~~$504,000 (per share) and~~$120,000.00, (ii) ~~85%~~80% of the lowest daily VWAP of the ~~Company's~~Company’s common shares over the 10twenty consecutive trading days expiring on the trading day immediately prior to the date of delivery of a conversion notice, (iii) the conversion price or exercise price per share of any of the Company’s then outstanding convertible shares or warrants, (iv) the lowest issuance price of the Company’s common shares in any transaction from the date of the issuance the Series E Shares onwards, but in no event ~~will this conversion price~~could the Series E Conversion Price be less than ~~$1.00 (per share)~~the floor price ($0.60). The floor price was adjusted (decreased) in case of splits or subdivisions of the Company’s outstanding shares and was not adjusted in case of reverse stock splits or combinations of the Company’s outstanding shares. The holders of each Series ~~B convertible preferred stock are not~~E Share were entitled to the voting power of one thousand (1,000) common shares of the Company. Upon any liquidation, dissolution or winding up of the Company, the holders of Series E Shares would have been entitled to receive the net assets of the Company pari-passu with the common shareholders. Furthermore, the Company at its option had the right to redeem a portion or all of the outstanding Series E Shares. The Company could pay an amount equal to one thousand dollars ($1,000) per each Series E Share (the “Liquidation Amount”), plus a redemption premium equal to fifteen percent (15%) of the Liquidation Amount being redeemed if that redemption took place up to and including March 29, 2020 and twenty percent (20%) of the Liquidation Amount being redeemed if that redemption took place after March 29, 2020, plus an amount equal to any accrued and unpaid dividends ~~or a~~on such Series E Shares (collectively referred to as the “Redemption Amount”).

The Series E Shares were not subject to redemption in cash ~~except in~~at the ~~case of an event of default (a "Triggering Event"). A Triggering Event includes, among other things, certain bankruptcy proceedings, the delisting~~option of the ~~Company's common shares from Nasdaq, failure~~holders thereof under any circumstance. Finally, the holders of outstanding Series E Shares were entitled to ~~timely deliver common shares upon conversion, failure~~receive, semi-annual dividends payable in cash on the last day of June and December of each year (each such date being referred to ~~pay~~herein as a “Semi Annual Dividend Payment Date”), commencing on the first Semi Annual Dividend Payment Date, being June 30, 2019 in an amount per share (rounded to the nearest cent) equal to fifteen percent (15%) per year of the liquidation amount of the then outstanding Series E Shares computed on the basis of a 365-day year and the actual days elapsed. Accrued but unpaid dividends shall bore interest at fifteen percent (15%). Dividends would not have been payable in cash, ~~upon redemption,~~if such payment violated any provision of any senior secured facility of the Company or ~~failure to observe or~~any senior secured facility for which the Company had provided a guarantee, for as long as such provisions, remained in effect.

~~F-32~~

F-29

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, ~~2016~~2022 AND ~~2017~~

2023

AND FOR THE YEARS ENDED DECEMBER 31, ~~2015, 2016 AND 2017~~

2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

~~perform certain covenants. All the issued Series B convertible preferred stock were converted in 2017.~~

The Company ~~retained~~determined that the ~~right at all times~~Series E shares were more akin to ~~redeem a portion or all~~equity than debt and that the above identified conversion feature, subject to adjustments, was clearly and closely related to the host instrument, and accordingly bifurcation and classification of the ~~outstanding~~conversion feature as a derivative liability was not required. Given that the Series ~~B Convertible Preferred Shares. The Company would have paid an amount equal to $1 per each~~D and Series ~~B Convertible Preferred Share, or the Liquidation Amount, plus~~E preferred stock’s holder (Lax Trust) controlled a ~~redemption premium equal to twenty percent (20%)~~majority of the ~~Liquidation Amount being redeemed. Pursuant~~Company votes, the preferred equity was in essence redeemable at the option of the holder and hence was classified in Mezzanine equity as per ASC 480-10-S99 “Distinguishing liabilities from Equity – SEC Materials”.

On February 17, 2020 the Company issued 16,004 Series E Shares to Family Trading, as settlement of $14,350 of consideration then outstanding for the purchase of the M/T Eco City of Angels and M/T Eco Los Angeles from Mr. Evangelos J. Pistiolis, $1,621 of Series E Share dividends of the second half of 2019 and $32 of accrued interest on unpaid dividends from 2019. On September 8, 2021 the Company issued 2,188 Series E Shares to Family Trading, as partial settlement for $2,188 of the consideration payable for the VLCC Transaction (see Note 1).

At each issuance of ~~the convertible preferred stock,~~Series E Shares, the Company recognized the beneficial conversion feature by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of the ~~Company's~~Company’s common stock per share on the commitment date, to additional paid-in ~~capital, resulting in a discount of $1,403 on the Series B convertible preferred stock. The Company has accreted the whole discount in the year ended December 31, 2016.~~capital. As the Company was in an accumulated deficit position, the offsetting amount was amortized as a deemed dividend ~~charged~~recorded against additional ~~paid-in-capital~~paid-in-capital. During the year ended December 31, 2021, pursuant to issuances of Series E Shares, the Company recognized the beneficial conversion feature to additional paid-in capital, resulting in a discount of $900 respectively on the Series E Shares which has been recognized as a deemed dividend. In the years ended December 31, 2022 and 2023 the Company didn't issue any Series E Shares.

During the years ended December 31, 2021, 2022 and 2023 the Company didn’t redeem any Series E Shares.

After March 29, 2020 as per the original Series E Shares Statement of Designations all redemptions of Series E Shares would incur a redemption premium equal to twenty percent (20%) of the Liquidation Amount being redeemed instead of fifteen percent (15%). As a result, as of December 31, 2021, the Company adjusted the carrying value of the Series E Shares to the maximum redemption amount, resulting in an increase of $437, which has been accounted as deemed dividend. No such adjustment took place in the year ended December 31, 2022 and 2023 as no Series E Shares were issued during 2022 and 2023.

During the years ended December 31, 2021, 2022 and 2023 the Company declared $1,883, $2,046 and $1,001 of dividends to the Series E Shares holder.

On December 6, 2023 the Company received a conversion notice for the conversion of all the outstanding Series E Shares (13,452 shares) into 2,930,718 of the Company’s common shares. The Series E Shares were converted on the same date of the receipt of the conversion notice with a conversion price of $4.59, which represented 80% of the lowest daily volume weighted average price of the Company’s common stock over the 20 consecutive trading days expiring on the trading day immediately prior to the date of delivery of the conversion notice.

The Company, based on ASC 470-20-40-5, determined that the Series E Shares conversion feature is in essence a redemption, since such conversion was settled by a delivery of a variable number of shares of common stock with a fixed monetary amount and by applying ASC 260-10-S99-2 has recognized the difference between the carrying amount of the Series E Shares at the date of conversion and the fair value of the common stock delivered on the same date as a deemed dividend.

SERIES F PREFERRED SHARES

On January 17, 2022, the Company entered into a stock purchase agreement with Africanus Inc., an affiliate of Evangelos J. Pistiolis for the sale of up to 7,560,759 newly-issued Series F Non-Convertible Perpetual Preferred Shares (“Series F Shares”), in exchange for (i) the assumption by Africanus Inc. of an amount of $47,630 of shipbuilding costs for its newbuilding vessels M/T Eco Oceano CA (Hull No. 871), M/T Julius Caesar (Hull No. 3213) and M/T Legio X Equestris (Hull No. 3214), and (ii) settlement of the Company’s remaining payment obligations relating to the VLCC Transaction, in an amount of up to $27,978. From January 17 to March 16, 2022 a total of 7,200,000 Series F Shares have been issued, to cover $47,630 of shipbuilding costs in connection with the deliveries of M/T Julius Caesar, M/T Legio X Equestris and M/T Eco Oceano CA and as a consideration for the settlement of $24,370 of Due to related parties. During the years ended December 31, 2022 and 2023 the Company redeemed a total of 1,349,252 and 2,191,121 Series F Shares for $16,191 and $26,293.

F-30

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2022 AND 2023

AND FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

The holders of Series F Shares are entitled to the voting power of ten of the Company’s common shares per Series F Preferred Shares. Upon any liquidation, dissolution or winding up of the Company, the holders of Series F Preferred Shares shall be entitled to receive the net assets of the Company pari passu with the Company’s common shares. The Series F Shares shall not be subject to redemption in cash at the option of the holders and only the Company at its option shall have the right to redeem a portion or all of the outstanding Series F Shares at an amount equal to $10 (ten) per Series F Share redeemed (the “Liquidation Amount”), plus a redemption premium of 20% of the Liquidation Amount. The Series F Shares include a mandatory redemption provision tied to minimum voting requirements for the Company’s major shareholders, including affiliates of the CEO, pursuant to which if such minimum voting rights fall below 50% the Company is obliged to redeem the full amount of the then outstanding Series F Shares at a redemption premium of 40%. The holders of outstanding Series F Shares are entitled to receive semi-annual dividends payable in cash at a rate of 13.5% per year of the Liquidation Amount of the then outstanding Series F Shares. Accrued but unpaid dividends shall bear interest at 13.5%. In addition, a one-time cash dividend equal to 4.0% of the Liquidation Amount is payable following each issuance of Series F Preferred Perpetual Shares. Finally, the Series F Preferred Perpetual Shares are not convertible into the Company’s common shares under any circumstances.

The Company determined that the Series F shares were more akin to equity than debt and hence they have been classified in Mezzanine equity. As of March 16, 2022 (the date of the last series F Shares issuance), the Company adjusted the carrying value of the Series F Shares to the maximum redemption amount ($86,400), resulting in an increase of $14,400, which has been accounted as ~~there were no retained earnings from which to declare a~~deemed dividend.

~~The following table summarizes the activity in mezzanine equity since issuance of the preferred shares:~~

~~Series B convertible preferred stock~~	~~Total~~
~~BALANCE, December 31, 2015~~		-
~~Net Proceeds from Issuance of Series B convertible preferred stock~~		~~1,741~~
~~Deemed dividend for beneficial conversion feature~~		~~1,403~~
~~Beneficial conversion feature~~		~~(1,403~~	)
~~Balance December 31, 2016~~		~~1,741~~
~~Conversions of Series B convertible preferred stock~~		~~(1,741~~	)
~~Balance December 31, 2017~~		-

During the year ended December 31, ~~2017~~2022 and 2023 the Company ~~issued 18,026 common shares upon~~declared $10,344 and $5,009 of dividends to the ~~conversion of 2,106~~ Series ~~B convertible preferred shares. As of December 31, 2017 all Series B convertible shares have been converted to common stock.~~F Shares holder.

~~20.~~

16.

Investments in ~~unconsolidated joint ventures~~Unconsolidated Joint Ventures

New 2020 Joint Venture

On ~~March 30, 2017,~~April 24, 2020 the Company acquired from a ~~49%~~company affiliated with Mr. Evangelos J. Pistiolis, or the MR Seller, a 50% interest in two vessel owning companies (California 19 Inc. and California 20 Inc.) that owned two scrubber-fitted 50,000 dwt eco MR product tankers, M/T Eco Yosemite Park and M/T Eco Joshua Park respectively for $27,000, representing the Company’s share of interest in the fair value of the net assets acquired. Both vessels were delivered in March 2020 to the MR Seller from Hyundai Mipo shipyard of South Korea. The MR Seller had already entered into two joint venture agreements, for the two vessels, each with an equal ownership interest ~~in City~~ of ~~Athens from Fly Free Company,~~50%, with Just-C Limited, a ~~Marshall Islands corporation and wholly-owned~~wholly owned subsidiary of ~~the Lax Trust, for an aggregate purchase price of $4,200. City of Athens is~~Gunvor Group Ltd (the other 50% owner). The abovementioned acquisition was approved by a party to a newbuilding contract for the construction of M/T Eco Holmby Hills, a 50,000 dwt newbuilding product/chemical tanker scheduled for delivery from Hyundai in March 2018. Furthermore on March 30, 2017, acquired a 49% ownership interest in Eco Nine from Maxima International Co., a Marshall Islands corporation and wholly-owned subsidiaryspecial committee of the ~~Lax Trust,~~Company’s board of directors (the “JV Special Committee”), of which all of the directors were independent and for ~~an aggregate purchase price of $3,500. Eco Nine is~~which the JV Special Committee obtained a ~~party~~fairness opinion relating to ~~a newbuilding contract for~~ the construction of M/T Eco Palm Springs, a 50,000 dwt newbuilding product/chemical tanker scheduled for delivery from Hyundai in May 2018. On June 14, 2017 the Company acquired an additional 1% interest in City of Athens and in Eco Nine for an aggregate consideration of ~~$157, increasing~~ the ~~Company's interest in both companies~~transaction from an independent financial advisor. Sale and purchase commissions due to ~~50%. Fees and costs~~CSI related to ~~the~~these investments amounting to ~~$353~~$454 were accounted for as part of the investment.

Out of the purchase price of $27,000, $1,646 and $1,654 were recognized as excess of the purchase price over the underlying net book value (“Basis Differences”) for California 19 Inc. and California 20 Inc. respectively, attributed to the value assigned to the attached time charter. These Basis Differences are amortized over the duration of the firm period of the charter (5 years) and their amortization is included as a reduction in Equity gain/(loss) in unconsolidated joint ventures. Furthermore $1,963 and $1,963 were also recognized as Basis Differences for California 19 Inc. and California 20 Inc. respectively, attributed to the fair market value over the carrying value of the vessels. These Basis Differences are amortized over the useful life of the vessels (25 years) and their amortization is also included as a reduction in Equity gain/(loss) in unconsolidated joint ventures.

On ~~June 30, 2017 the Lax Trust sold its 50% remaining interest in City of Athens and in Eco Nine to Gunvor S.A. ("Gunvor"), a non-affiliated company and on July 7, 2017 the Company~~March 12, 2020, California 19 Inc. together with California 20 Inc. entered into a ~~joint venture~~loan agreement with ~~Gunvor. Furthermore, upon~~Alpha Bank for a senior debt facility of $37,660 ($18,830 for each vessel). The loan has a term of five years and is payable on maturity via a balloon payment of $18,830 per vessel. The credit facility bears interest at LIBOR plus a margin of 3.00%. The facility carries customary covenants and restrictions, including the ~~delivery~~covenant that during the life of ~~both~~the facility, the market value of the vessels should be at least 200% of the facility outstanding and any shortfall should be covered by partial prepayments. Vessels are to be valued three times per year, every March, July and December. Provided that there is no breach of the above-mentioned covenant and no event of default has occurred and is continuing or would occur if such dividend distribution would take place, California 19 Inc. and California 20 Inc. may distribute dividends, without any consent from ~~Hyundai,~~Alpha Bank. The loans are guaranteed by the Company in their entirety and this guarantee is not limited to the Company’s share of the net assets of California 19 Inc. and California 20 Inc (see Note 8). On April 22, 2021 California 19 Inc. and California 20 Inc. prepaid $330 each to reduce each of the outstanding loans to $18,500.

F-31

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2022 AND 2023

AND FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

Each of the two ~~vessels will enter into~~product tankers are on time ~~charter employments~~charters that commenced in March 2020 with Clearlake Shipping Pte Ltd, a subsidiary of Gunvor Group Ltd for ~~three~~a firm term of five years ~~firm~~ plus two additional optional years.

The ~~Company's~~Company’s exposure is limited to its share of the net assets of ~~City of Athens~~California 19 Inc. and ~~Eco Nine~~ California 20 Inc., proportionate to its 50% equity interest in these companies. Generally, the Company will share the profits and losses, cash flows and other matters relating to its investments in ~~City of Athens~~California 19 Inc. and ~~in Eco Nine~~California 20 Inc. in accordance with its ownership percentage. The vessels ~~will be~~are managed by ~~CSM,~~CSI, pursuant to management agreements. The Company accounts for investments in joint ventures using the equity method since it has joint control over the ~~investment.~~ investment.

California 19 Inc. and California 20 Inc. made the following disbursements to the Company in 2021, 2022 and 2023:

December 31, 2021

December 31, 2022

December 31, 2023

California 19

Inc.

California

20 Inc.

California 19

Inc.

California

20 Inc.

California 19

Inc.

California

20 Inc.

Total disbursements

2,359

2,141

1,475

1,260

Recognition of Equity gain/(loss) in unconsolidated joint ventures of the 2020 Joint Venture for the years ended December 31, 2021, 2022 and 2023 are summarized below:

	December 31, 2021						December 31, 2022						December 31, 2023
	California 19 Inc.			California 20 Inc.			California 19 Inc.			California 20 Inc.			California 19 Inc.			California 20 Inc.
Net profit attributable to the Company		880			684			725			738			399			400
Amortization of Basis Differences		(408	)		(409	)		(408	)		(409	)		(408	)		(409	)
Equity gains in unconsolidated joint ventures (attributed to the 2020 Joint Venture)		472			275			317			329			(9	)		(9	)

17.

Revenues

Revenues are comprised of the following:

	2021		2022		2023
Time charter revenues		56,367		73,362		74,006
Time charter revenues from related party (Note 5)		-		7,294		8,943
Total		56,367		80,656		82,949

The Company ~~is obligated~~typically enters into time charters for periods ranging between three to ~~contribute funds~~fifteen years and includes a charterer’s option to renew for ~~yard installments in relation~~a further two one-year periods at predetermined daily rates. Due to the ~~construction~~volatility of the ~~newbuilding vessels~~charter rates, the Company only accounts for the options when the charterer gives notice that the option will be exercised. In a time charter contract, the vessel is hired by the charterer for a specified period of time in exchange for consideration which is based on a daily hire rate. The charterer has the full discretion over the ports visited, shipping routes and vessel speed. The contract/charter party generally provides typical warranties regarding the speed and performance of the ~~companies,~~vessel. The charter party generally has some owner protective restrictions such that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws, and carry only lawful or non-hazardous cargo. In a time charter contract, the Company is responsible for all the costs incurred for running the vessel such as ~~needed~~crew costs, vessel insurance, repairs and ~~proportionate to its 50% equity interest~~maintenance and lubes. The charterer bears the voyage related costs such as bunker expenses, port charges and canal tolls during the hire period. The charterer generally pays the charter hire in ~~these companies~~.advance of the upcoming contract period.

As of December 31, 2023, all of the Company’s vessels are employed under time charters.

~~F-33~~

F-32

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, ~~2016~~2022 AND ~~2017~~

2023

AND FOR THE YEARS ENDED DECEMBER 31, ~~2015, 2016 AND 2017~~

2021, 2022 and 2023

(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)

~~During the year ended December 31 2017~~

18.

Subsequent Events

On January 16 and January 23, 2024, the Company ~~advanced $5,233 to City~~exercised its purchase options under the CMBFL SLB and took full ownership of ~~Athens~~M/Ts Julius Caesar and ~~$3,738 to Eco Nine respectively to cover upcoming newbuilding installments~~Legio X Equestris for $48,604 and ~~$324 to City of Athens~~$49,272 respectively. Following the vessels purchase that was facilitated via Company’s cash and ~~$135 to Eco Nine respectively to cover predelivery expenses. Furthermore~~a short-term revolving bridge loan from HSBC (the “HSBC Bridge”), the Company on ~~September~~January 18 and January 25, ~~2017 City of Athens and Eco Nine signed an indicative term sheet with ABN Amro Bank for a senior facility of $38,280~~2024 concluded SLBs (the “New CMBFL SLBs”) for the financing of M/Ts Julius Caesar and Legio X Equestris respectively from the ~~delivery installments~~same institution (CMBFL). The duration of the New CMBFL SLBs is for eight years and the Company has continuous options, after the first year, to buy back the vessels at purchase prices stipulated in the New CMBFL SLBs depending on when the option will be exercised and at the end of the eight-year period the Company has an option to buy back the vessels for a consideration of $37,500 per vessel. The New CMBFL SLBs have a fixed bareboat hire rate of $7,300 per annum that includes both interest and repayment. The consideration from the New CMBFL SLBs amounted to $125,000 ($62,500 per vessel) and the SLBs have similar customary covenants and event of default clauses as the SLBs that preceded them with CMBFL. Under the HSBC Bridge the Company drew down $20,000 on January 16, 2024 for the purchase of M/T ~~Eco Holmby Hills~~Julius Caesar that were repaid on January 18, 2024 and another $8,000 on January 23, 2024 for the purchase of M/T ~~Eco Palm Springs.~~

~~A condensed summary~~Legio X Equestris that were repaid on January 25, 2024. The HSBC Bridge was for a maximum amount of ~~the financial information for equity accounted investments 50% owned~~$24,000 at any time, carried an interest of 3% plus term SOFR and was guaranteed by ~~the Company shown on a 100% basis are as follows:~~

December 31, 2017
City of Athens Eco Nine
Current assets 218 4
Non-current assets 12,664 7,840
Current liabilities 68 -
Long-term liabilities - -
Net operating revenues - -
Net loss (20 ) (35 )

~~21.~~

~~Subsequent Events~~

~~On January 2, 2018, the Compensation Committee recommended to the Board of Directors (the "Board") of the Company and the Board approved an award of $2,250, in cash as incentive compensation to~~ Mr. Evangelos J. Pistiolis, ~~or his nominee, to be distributed at his own discretion amongst executives pursuant to an employment agreement between~~for which guarantee Mr. Evangelos J. Pistiolis charged the Company ~~and Central Mare Inc. dated September 1, 2010.~~a 1% fee on the amounts drawn down.

On ~~January 2, 2018, the Compensation Committee recommended to the Board and the Board approved an award of $1,250, in cash as incentive compensation to CSM, pursuant to the management agreement between~~February 6, 2024 the Company ~~and CSM dated March 10, 2014.~~redeemed 3,659,627 Series F Shares for $43,916.

On January 5, 2018, the Company entered into an Amendment to the Note Purchase Agreement with Crede, pursuant to which the Company issued an unsecured promissory note in the original principal amount of $5,369 with a single revolving option for additional $4,631. On February 9, 2018 the Note Purchase Agreement was further amended to increase the last revolving option to $6,400 and on the same date the Company exercised said option in full.

F-33

~~On January 31, 2018 the Company acquired:~~

100% of the issued and outstanding shares of PCH Dreaming Inc., a Marshall Islands company that has entered into a new building contract for a high specification 50,000 dwt Medium Range ("MR") product/chemical tanker under construction at Hyundai Mipo Dockyard Co., Ltd. in South Korea and scheduled for delivery during March 2019. The Company has acquired the shares from Ships International Inc., an entity affiliated with the Company's Chief Executive Officer, for an aggregate purchase price of $3,950. Following its delivery, the vessel will enter into a time charter with an entity affiliated with the seller for a firm duration of one year at a gross daily rate of $16,000, with a charterer's option to extend for two additional years at $17,000 and $18,000, respectively. The acquisition of PCH Dreaming Inc. created contractual commitments to the Company amounting to $35,800, as no amounts had been previously paid to the shipyard by the seller.

100% of the issued and outstanding shares of South California Inc., a Marshall Islands company that has entered into a new building contract for a high specification, scrubber-equipped, 157,000 dwt Suezmax Crude Oil Carrier under construction at Hyundai Samho Heavy Industries Co. Ltd. in South Korea and scheduled for delivery during April 2019. The Company has acquired the shares from the seller for an aggregate purchase price of $8,950. Following its delivery, the vessel will enter into a time charter with an entity affiliated with the Seller for a firm duration of one year at a gross daily rate of $25,000, with a charterer's option to extend for two additional years at $26,000 and $27,000, respectively. The acquisition of South California Inc. created contractual commitments to the Company amounting to $57,843, as no amounts had been previously paid to the shipyard by the seller.

100% of the issued outstanding shares of Malibu Warrior Inc., a Marshall Islands company that has entered into a new building contract for a high specification, scrubber-equipped, 157,000 dwt Suezmax Crude Oil Carrier under construction at Hyundai Samho Heavy Industries Co. Ltd. in South Korea and scheduled for delivery during May 2019. The Company has acquired the shares from the seller for an aggregate purchase price of $8,950. Following its delivery, the vessel will enter into a time charter with an entity affiliated with the Seller for a firm duration of one year at a gross daily rate of $25,000, with a charterer's option to extend for two additional years at $26,000 and $27,000, respectively. The acquisition of Malibu Warrior Inc. created contractual commitments to the Company amounting to $57,842, as no amounts had been previously paid to the shipyard by the seller.

10% of the issued and outstanding shares of Eco Seven Inc., a Marshall Islands company that owns M/T Stena Elegance, a high specification 50,000 dwt MR product/chemical tanker delivered in February 2017 at Hyundai Vinashin. The Company has acquired the shares from an entity affiliated with the Company's Chief Executive Officer for an aggregate purchase price of $1,600. As a result of the transaction the Company will own 100% of the issued and outstanding shares of Eco Seven Inc.

Each of the acquisitions was approved by a special committee of the Company's board of directors, (the "Transaction Committee"), of which all of the directors were independent. In the course of its deliberations, the Transaction Committee hired and obtained an opinion on the fairness of the consideration of this transaction from two independent financial advisors.

On March 12, 2018 our 50% owned subsidiaries City of Athens and in Eco Nine entered into a loan agreement with ABN Amro Bank for a senior debt facility of up to $35,896 to fund, the delivery of M/T Eco Holmby Hills and M/T Eco Palm Springs ($17,948 for each vessel). The loan will be payable in 20 consecutive quarterly installments of $299 per vessel, commencing three months from draw down, and a balloon payment of $11,968 per vessel payable together with the last installment. The credit facility will bear interest at LIBOR plus a margin of 2.90%.

On March 15, 2018, our 50% owned subsidiary City of Athens took delivery of M/T Eco Holmby Hills, a 50,000 dwt newbuilding product/chemical tanker constructed at the Hyundai Mipo Vinashin shipyard. On March 20, 2018 the vessel commenced its' time charter agreement with Clearlake Shipping Pte Ltd.

~~F-34~~

~~[ ]~~ ☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

	OR

~~[X]~~ ☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

	~~For the fiscal year ended~~ ~~December 31, 2017~~ OR

☐	OR

~~[ ]~~	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

	~~For the transition period from _________________ to _________________~~ OR

☐	OR

~~[ ]~~	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		Date of event requiring this shell company report ~~_________________~~

	~~Commission file number 001-37889~~____________

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, par value $0.01 per share	~~Nasdaq Capital Market~~
~~Preferred Stock Purchase Rights~~ TOPS	Nasdaq Capital Market
Preferred Stock Purchase Rights		Nasdaq Capital Market

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Emerging growth company ☐

X ☒	U.S. GAAP
☐	International Financial Reporting Standards as issued by the International Accounting Standards Board
☐	Other

☐	~~________~~ Item 17	☐	~~________~~ Item 18

U.S. Dollars in thousands, except per share data
STATEMENT OF COMPREHENSIVE (LOSS)/INCOME	2013			2014			2015			2016			2017
Revenues		20,074			3,602			13,075			28,433			39,363

Voyage expenses		663			113			370			736			999
Bareboat charter hire expense		-			-			5,274			6,299			6,282
Amortization of prepaid bareboat charter hire		-			-			1,431			1,577			1,657
Vessel operating expenses		745			1,143			4,789			9,913			13,444
Management fees-related parties		1,351			703			1,621			1,824			4,730
General and administrative expenses		3,258			2,335			2,983			2,906			5,805
Other operating (income)/loss		-			(861	)		274			(3,137	)		(914	)
Gain on sale of vessels		(14	)		-			-			-			-
Vessel depreciation		6,429			757			668			3,467			5,744
Impairment on vessels		-			-			3,081			-			-
Gain on disposal of subsidiaries		(1,591	)		-			-			-			-

Operating (loss)/income		9,233			(588	)		(7,416	)		4,848			1,616

Interest and finance costs		(7,443	)		(450	)		(719	)		(3,093	)		(15,793	)
(Loss)/gain on derivative financial instruments		(171	)		3,866			(392	)		(698	)		(301	)
Interest income		131			74			-			-			13
Other (expense)/income, net		(342	)		(6	)		20			(5	)		1,120

Net (loss)/income and comprehensive (loss)/income		1,408			2,896			(8,507	)		1,052			(13,345	)
Deemed dividend for beneficial conversion feature of Series B convertible preferred stock		-			-			-			(1, 403	)		-
Equity loss in joint venture		-			-			-			-			(27	)
Net (loss)/income attributable to common shareholders		1,408			2,896			(8,507	)		(351	)		(13,372	)
Attributable to:
Common stock holders		1,408			2,896			(8,507	)		(351	)		(13,404	)
Non-controlling interests		-			-			-			-			32

Earnings/(Loss) per share, basic	$	1,408,000		$	413,714		$	(773,364	)	$	(15,955	)	$	(12.57	)
Earnings/(Loss) per share, diluted	$	1,408,000		$	362,000		$	(773,364	)	$	(15,955	)	$	(12.57	)
Weighted average common shares outstanding, basic		1			7			11			22			1,063,381
Weighted average common shares outstanding, diluted		1			8			11			22			1,063,381

Amounts in U.S. dollars
AVERAGE DAILY RESULTS
Time charter equivalent⁽⁶⁾	$	10,484	$	17,892	$	15,961	$	15,396	$	15,403
Vessel operating expenses⁽⁷⁾	$	402	$	5,862	$	5,914	$	5,470	$	5,386
General and administrative expenses⁽⁸⁾	$	1,759	$	11,974	$	3,684	$	1,604	$	2,323

	Year Ended December 31,									Change
										YE16 v YE15						YE17 v YE16
	2015			2016			2017						$	%					$	%
	($ in thousands)
Voyage Revenues		13,075			28,433			39,363			15,358			117.5	%		10,930			38.4	%
Voyage expenses		370			736			999			366			98.9	%		263			35.7	%
Bareboat charter hire expenses		5,274			6,299			6,282			1,025			19.4	%		(17	)		-0.3	%
Amortization of prepaid bareboat charter hire		1,431			1,577			1,657			146			10.2	%		80			5.1	%
Vessel operating expenses		4,789			9,913			13,444			5,124			107.0	%		3,531			35.6	%
Vessel depreciation		668			3,467			5,744			2,799			419.0	%		2,277			65.7	%
Management fees-related parties		1,621			1,824			4,730			203			12.5	%		2,906			159.3	%
Other operating (income) / loss		274			(3,137	)		(914	)		(3,411	)		-1244.9	%		2,223			-70.9	%
General and administrative expenses		2,983			2,906			5,805			(77	)		-2.6	%		2,899			99.8	%
Vessels impairment charge		3,081			-			0			(3,081	)		-100.0	%		-			-	%
Expenses		20,491			23,585			37,747			3,094			15.1	%		14,162			60.0	%
Operating income / (loss)		(7,416	)		4,848			1,616			12,264			165.4	%		(3,232	)		-66.7	%
Interest and finance costs		(719	)		(3,093	)		(15,793	)		(2,374	)		330.2	%		(12,700	)		410.6	%
(Loss)/Gain on derivative financial instruments		(392	)		(698	)		(301	)		(306	)		78.1	%		397			-56.9	%
Interest income		-			-			13			-			-			13			-
Other, net		20			(5	)		1,120			(25	)		-125.0	%		1,125			-22,500.0	%
Total other (expenses) / income, net		(1,091	)		(3,796	)		(14,961	)		(2,705	)		247.9	%		(11,165	)		294.1	%
Net income/(loss)		(8,507	)		1,052			(13,345	)		9,559			112.4	%		(14,397	)		-1368.5	%

Year ending December 31,	Bareboat Charter Lease Payments ($ millions)
2018		6.3
2019		6.3
2020		6.3
2021		6.3
2022		1.0
Total		26.2

			Payments due by period
Contractual Obligations:	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
(1) (i) Long term debt ^A	$	$119.3	$	$10.2	$	$19.2	$	$46.3	$	43.6
(ii) Interest ^B	$	$26.9	$	$6.0	$	$11.5	$	$7.4	$	2.0
(2) (i) Short term debt^C	$	$8.9	$	$8.9		-		-		-
(ii) Interest^D		-		-		-		-		-
(3) Operating leases^E	$	$26.2	$	$6.3	$	$12.6	$	$7.3		-
(4) Vessel Management Fees to CSM ^F	$	$3.6	$	$2.8	$	$0.8		-		-
(5) Vessel acquisitions^G	$	$57.8	$	$37.5	$	$20.3		-		-
(6) Investments ^H	$	$27.0	$	$5.0	$	4.5	$	4.0	$	13.5
Total	$	$269.7	$	$76.7	$	$68.9	$	$65.0	$	59.1

Name and Address of Beneficial Owner	Number of Shares Owned				Percent of Class
Lax Trust ⁽¹⁾			2,600,016				13.3	%

	HIGH		LOW
For the Fiscal Year Ended December 31, 2017	$	891,000.00	$	2.40
For the Fiscal Year Ended December 31, 2016	$	1,512,000.00	$	234,000.00
For the Fiscal Year Ended December 31, 2015	$	3,221,990.00	$	481,830.00
For the Fiscal Year Ended December 31, 2014	$	26,586,000.00	$	1,818,000.00
For the Fiscal Year Ended December 31, 2013	$	36,918,000.00	$	8,821,570.00

For the Quarter Ended
December 31, 2017	$	35.50	$	2.40
September 30, 2017	$	396.00	$	5.90
June 30, 2017	$	196,200.00	$	239.20
March 31, 2017	$	891,000.00	$	185,420.00
December 31, 2016	$	1,512,000.00	$	360,000.00
September 30, 2016	$	1,512,000.00	$	266,420.00
June 30, 2016	$	619,200.00	$	260,100.00
March 31, 2016	$	799,200.00	$	234,000.00

For the Month
March 2018 (through March 28, 2018)	$	2.84	$	1.30
February 2018	$	3.50	$	1.30
January 2018	$	3.00	$	1.70
December 2017	$	5.70	$	2.40
November 2017	$	35.50	$	4.00
October 2017	$	8.20	$	3.20
September 2017	$	15.40	$	5.90

SWAP Number (Nr)		Counterparty	Notional amount as of December 31, 2017		Start Date	End Date	Fixed Rate Payable			Fair Value – Liability as of December 31, 2017
	1	ABN Amro		16,575	April 13, 2018	July 13, 2021		1.4425	%		332
	2	ABN Amro		18,663	December 21, 2016	January 13, 2022		2.0800	%		42
	3	ABN Amro		17,250	December 21, 2016	August 10, 2022		2.1250	%		20
	4	NORD/LB Bank		20,116	May 17, 2017	May 17, 2023		2.1900	%		(3	)
		Total		72,604							391

MEZZANINE EQUITY:
Preferred stock; 2,106 and 0 Series B shares issued and outstanding at December 31, 2016 and 2017 with $0.01 par value (Note 19)	1,741		-

STOCKHOLDERS' EQUITY:

Preferred stock, $0.01 par value; 20,000,000 shares authorized; of which 2,106 and 0 Series B shares were outstanding at December 31, 2016 and 2017 (refer to Mezzanine Equity - Note 19); of which 0 and 100,000 Series D shares were outstanding at December 31, 2016 and 2017 (Note 11)	-		1
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 31 and 8,923,617 shares issued and outstanding at December 31, 2016 and 2017 (Note 11)	-		89
Additional paid-in capital (Note 11)	328,762		402,644
Accumulated deficit	(283,241	)	(296,645	)

Total stockholders' equity	45,521		106,089

Non-controlling Interests	-		1,185
Total equity	45,521		107,274

Total liabilities and stockholders' equity	143,317		220,448


					Additional
	Preferred Stock		Common Stock		Paid in	Accumulated Deficit
	# of Shares	Par Value	# of Shares*	Par Value*	Capital*	attributable to common stockholders	Non-controlling interest	Total
BALANCE, December 31, 2014			10	-	318,315	(275,786)	-	42,529
Net loss and comprehensive loss			-	-	-	(8,507)	-	(8,507)
Stock-based compensation (Note 12)			1	-	131	-	-	131
BALANCE, December 31, 2015			11	-	318,446	(284,293)	-	34,153
Net income and comprehensive income			-	-	-	1,052	-	1,052
Stock-based compensation (Note 12)				-	239	-	-	239
Common shares issued in exchange of assumption of Delos Termination Fee (Note 5)			8	-	3,796	-	-	3,796
Issuance of common stock due to exercise of warrants (Note 11)			12		6,281	-	-	6,281
Deemed dividend for Series B convertible preferred stock's beneficial conversion feature (Note 19)			-	-	(1,403)	-	-	(1,403)
Beneficial conversion feature of Series B convertible preferred stock (Note 19)			-	-	1,403	-	-	1,403
BALANCE, December 31, 2016			31	-	328,762	(283,241)	-	45,521
Net loss			-	-	-	(13,404)	32	(13,372)
Issuance of common stock pursuant to convertible related party loans (Note 9)			4		2,040	-	-	2,040
Issuance of common stock pursuant to the Common Stock Purchase Agreement (Note 11)			632,775	6	38,383	-	-	38,389
Issuance of common stock pursuant to the Crede Common Stock Purchase Agreement (Note 11)			7,148,889	72	28,561	-	-	28,633
Issuance of common stock pursuant to Series C convertible preferred shares conversions (Note 9 and 11)			904,646	9	8,204	-	-	8,213
Series C convertible preferred stock's beneficial conversion feature (Note 9)			-	-	7,500	-	-	7,500
Issuance of common stock due to exercise of warrants (Note 11)			219,250	2	1,538	-	-	1,540
Stock-based compensation (Note 12)			-	-	(25)	-	-	(25)
Non-controlling interest on acquisition of Eco Seven Inc (Note 1)							5,278	5,278
Reduction of non-controlling interest arising from Company's purchase of additional ownership interest in Eco Seven In. (Note 1)							(4,125)	(4,125)
Excess of consideration over acquired assets (Note 1)			-	-	(12,909)			(12,909)
Cancellation of fractional shares due to reverse stock splits			(4)	-	-	-	-	-
Issuance of common stock pursuant to Series B convertible preferred stock conversions reflected in Mezzanine equity (Note 19)			18,026		1,743	-	-	1,743
Issuance of Series D preferred stock (Note 11)	100,000	1	-	-	-	-	-	1
Additional paid-in capital attributed to non-controlling interests			-	-	(1,153)	-		(1,153)
BALANCE, December 31, 2017	100,000	1	8,923,617	89	402,644	(296,645)	1,185	107,274

Net Cash provided by Financing Activities	4,905	67,826		83,391

Net increase in cash and cash equivalents and restricted cash	4,254	1,176		25,019

Cash and cash equivalents and restricted cash at beginning of year	164	4,418		5,594

Cash and cash equivalents and restricted cash at end of the year	4,418	5,594		30,613

Cash breakdown
Cash and cash equivalents	2,668	127		24,081
Restricted cash, current	-	1,257		1,283
Restricted cash, non-current	1,750	4,210		5,249
SUPPLEMENTAL CASH FLOW INFORMATION

Capital expenditures included in Accounts payable/Accrued liabilities	1,093	205		43
Interest paid net of capitalized interest	189	2,434		5,103
Finance fees included in Accounts payable/Accrued liabilities	670	67		372
Common stock purchase agreements, warrant exercise and Series B convertible preferred stock issuance costs included in liabilities	515	792		1,108
Shares issued as consideration for the assumption of liabilities	-	3,796		-
Beneficial conversion feature of Series B convertible preferred stock (Note 19)	-	1,403		-
Deemed dividend for beneficial conversion feature of Series B convertible preferred stock (Note 19)	-	(1,403	)	-
Shares issued in exchange for converting debt, interest & finance fees	-	-		10,890
Settlement of notes with common stock issued (Note 9 and 11)	-	-		58,794

	Vessel Cost		Accumulated Depreciation			Net Book Value
Balance, December 31, 2015		32,592		(548	)		32,044
— Transferred from advances for vessels acquisitions / under construction		97,593		-			97,593
— Depreciation		-		(3,467	)		(3,467	)
Balance, December 31, 2016		130,185		(4,015	)		126,170
— Acquisitions		34,509		-			34,509
— Depreciation		-		(5,744	)		(5,744	)
Balance, December 31, 2017		164,694		(9,759	)		154,935

Vessel Name	Delivery Date	Yard Installments		Capitalized Expenses		Final Carrying Amount		Time Charter
M/T Eco Revolution	January 21, 2016		31,400		1,409		32,809	BP Shipping Limited
M/T Stenaweco Excellence	May 20, 2016		30,778		1,475		32,253	Stena Weco A/S
M/T Nord Valiant	August 10, 2016		30,667		1,864		32,531	Dampskibsselskabet NORDEN A/S
M/T Stenaweco Elegance	February 28, 2017		33,935		574		34,509	Stena Weco A/S

Year ending December 31,	Bareboat Charter Lease Payments
2018		6,282
2019		6,282
2020		6,299
2021		6,282
2022		1,034
Total		26,179

Year ending December 31,	Time Charter receipts
2018		39,290
2019		39,352
2020		39,030
2021		13,627
Total		131,299

	December 31, 2016		December 31, 2017
Prepaid expenses		670		140
Guarantees		15		17
Advances to various creditors		63		119
Other receivables		116		152
Total		864		428

	December 31, 2016		December 31, 2017
Lubricants		542		574
Consumable stores		41		71
Total		583		645

Short term debt from related parties:
Family Trading facility	4,085	-
Less deferred finance fees	-	-
Current portion of loans from related parties net of deferred finance fees	4,085	-

Short Term Debt:
Unsecured Notes	-	8,878
AT Bank predelivery facility	-	1,499
Less deferred finance fees	-	(194	)
Current portion of loans net of deferred finance fees	-	10,183

Total Debt net of deferred finance fees	84,539	103,949

Agreement date	Amount drawn		Undrawn Amount		Fees		Interest		Amount settled			Outstanding Amount		Maturity
November 13, 2017		17,500		-		-		11		(17,500	)		-	November 13, 2019
December 14, 2017		12,500		10,000		-		8		(3,622	)		8,878	December 14, 2019
		30,000		10,000		-		19		(21,122	)		8,878

	Non-vested Shares		Fair value
As of December 31, 2015		0.8		576,000
Vested shares on June 30, 2016		0.125		304,200
As of December 31, 2016		0.675		405,000
Vested shares on June 30, 2017		0.125		252
As of December 31, 2017		0.55		2.50

Agreement Date	Counterparty	Effective (start) date:	Termination Date:	Notional amount on effective date		Interest rate payable
June 3, 2016	ABN Amro Bank	April 13, 2018	Ju1y 13, 2021	$	16,575		1.4425	%
December 19, 2016	ABN Amro Bank	December 21, 2016	January 13, 2022	$	20,700		2.0800	%
December 19, 2016	ABN Amro Bank	December 21, 2016	August 10, 2022	$	19,450		2.1250	%
March 29, 2017	NORD/LB Bank	May 17, 2017	May 17, 2023	$	21,139		2.1900	%

Warrants Outstanding December 31, 2016	Warrant Shares Outstanding December 31, 2016	Term	Warrant Exercise Price*	Fair Value – Liability December 31, 2016
2,673,406	347,543	5 years	$19.70	3,222

Warrants Outstanding December 31, 2017	Warrant Shares Outstanding December 31, 2017	Term	Warrant Exercise Price	Fair Value – Liability December 31, 2017
1,976,389	2,134,501	5 years	$2.30	3,332

	December 31, 2017
	City of Athens			Eco Nine
Current assets		218			4
Non-current assets		12,664			7,840
Current liabilities		68			-
Long-term liabilities		-			-
Net operating revenues		-			-
Net loss		(20	)		(35	)