AMENDMENT NO. 2 TO
STATEMENT ON SCHEDULE 13D
This Amendment No. 2 (this “Amendment No. 2”) to Schedule 13D (originally filed on August 4, 2023 and amended by Amendment No. 1 filed on August 23, 2023), relates to the common stock, par value $0.01 per share (“Common Stock”), of Imperial Petroleum Inc., a Marshall Islands corporation (the “Issuer”), and is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 9 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”).
Information given in response to each item below shall be deemed incorporated by reference in all other items below. Unless indicated otherwise, all items left blank remain unchanged, and any items which are amended below are deemed to amend and update the existing items in the Schedule 13D.
All share amounts reflect the 1-for-15 reverse split of the Common Stock effected by the Issuer on April 28, 2023.
| Item | 5. Interest in Securities of the Issuer. |
Item 5 is hereby amended to add the following:
This Amendment No. 2 is being filed by the Reporting Persons to update the number of shares beneficially owned by Harry N. Vafias as a result of the acquisition by Mr. Vafias on October 30, 2023, as compensatory awards, 550,000 shares of restricted Common Stock, 50% of which vest on October 30, 2024 and 50% of which vest on October 30, 2025, subject to satisfaction of the time-based vesting terms. On October 30, 2023, Mr. Vafias also acquired, as compensatory awards, options exercisable to acquire 593,750 shares of Common Stock at an exercise price per share of $1.60, the closing price of the Common Stock on October 30, 2023, and an option expiration date of October 30, 2033, 50% of which options vest on October 30, 2024 and 50% of which options vest on October 30, 2025, subject to satisfaction of the time-based vesting terms, which underlying shares are excluded from the number of shares beneficially owned by Mr. Vafias.
This Amendment No. 2 also updates the number of shares beneficially owned by the Reporting Persons as a result of changes in the conversion price of the Series C Cumulative Convertible Perpetual Preferred Stock, par value $0.01 per share (the “Series C Convertible Preferred Stock”), of the Issuer due to changes in the Ten-Day VWAP of the Common Stock for the ten trading day period ended on the date prior to the filing of this Amendment No. 2. The 13,875 shares of Series C Convertible Preferred Stock owned by Flawless are convertible, at the holder’s option into shares of Common Stock at a conversion price equal to the lower of $7.50 and the preceding ten-day volume weighted average price (the “Ten-Day VWAP”) of the Common Stock, which as of the date of this Amendment No. 2 equaled $1.6267.
This Amendment No. 2 also updates the percentage of Common Stock of the Issuer beneficially owned by the Reporting Persons, including to reflect the purchase of shares of common stock by the Issuer pursuant to its share repurchase program.
(a) See Items 11 and 13 on the cover pages to this Amendment No. 2 for the aggregate number and percentage of the class of Common Stock owned by each Reporting Person.
(b) Number of shares as to which each Reporting Person has:
i. Sole power to vote or to direct the vote: See Item 7 on cover pages to this Statement.
ii. Shared power to vote or to direct the vote: See Item 8 on cover pages to this Statement.
