| Item 1. | Security and Issuer |
This Schedule 13D relates to the common stock, par value $0.01 per share (“Common Stock”), of Imperial Petroleum Inc., a Marshall Islands corporation (the “Company”). The principal executive office of the Company is located at 331 Kifissias Avenue, Erithrea 14561, Athens, Greece. Information given in response to each item below shall be deemed incorporated by reference in all other items below.
| Item 2. | Identity and Background |
(a)-(c), (f) This Schedule 13D is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 and incorporated herein by reference) by and between Flawless Management Inc., a Republic of the Marshall Islands corporation (“Flawless”), and Harry N. Vafias in his personal capacity (sometimes collectively referred to as the “Reporting Persons”). The principal business of Flawless is investing in securities. The business address of each of the Reporting Persons is c/o Imperial Petroleum Inc., 331 Kifissias Avenue, Erithrea 14561, Athens, Greece. The sole officer and director of Flawless is Harry N. Vafias who is the Director, President, Secretary and Treasurer of Flawless. Harry N. Vafias is an individual of Greek citizenship who is the Chief Executive Officer, President and a director of the Company and the Chief Executive Officer, President, Chief Financial Officer and a director of StealthGas Inc.
(d) During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration |
On December 3, 2021, StealthGas Inc. effected a spin-off distribution (the “Spin-Off Distribution”) of all of the outstanding shares of the Common Stock and 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, liquidation preference $25.00 per share (“Series A Preferred Stock”), of the Company, which was formed to act as the holding company for four tanker vessels. Holders of StealthGas Inc. common stock as of the close of business on November 23, 2021, including the Reporting Persons, received one share of the Company’s Common Stock and one share of the Company’s Series A Preferred Stock for every eight shares and forty-eight shares, respectively, of StealthGas Inc. common stock owned at the close of business on November 23, 2021. Fractional shares of Common Stock and fractional shares of Series A Preferred Stock were not be distributed. Instead, the distribution agent for the Spin-Off Distribution will aggregate fractional shares of Common Stock and fractional Series A Preferred Shares, respectively, into whole shares, sell such whole shares in the open market at prevailing rates promptly after the Company’s Common Stock and Series A Preferred Stock, respectively, commence trading on the Nasdaq Capital Market, and distribute the net cash proceeds from the sales pro rata to each holder who would otherwise have been entitled to receive fractional shares of Common Stock or fractional shares of Series A Preferred Stock, as applicable, in the Spin-Off Distribution.
