AMENDMENT NO. 3 TO
STATEMENT ON SCHEDULE 13D
This Amendment No. 3 (this “Amendment No. 3”) to Schedule 13D (originally filed on August 4, 2023 and amended by Amendment No. 1 filed on August 23, 2023 and Amendment No. 2 filed on November 3, 2023), relates to the common stock, par value $0.01 per share (“Common Stock”), of Imperial Petroleum Inc., a Marshall Islands corporation (the “Issuer”).
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 2. | Identity and Background |
Item 2 of the Statement is hereby amended and restated to read as follows:
(a)-(c), (f) This Schedule 13D is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 10 and incorporated herein by reference) by and between Flawless Management Inc., a Republic of the Marshall Islands corporation (“Flawless”), Arethusa Properties LTD, a British Virgin Islands company (“Arethusa”), 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 principal business of Arethusa is acting as a ship holding company. The business address of each of Flawless and Mr. Vafias is 331 Kifissias Avenue, Erithrea 14561, Athens, Greece. The business address of Arethusa is Kingston Chambers, P.O BOX 173, Road Town, Tortola, British Virgin Islands. The sole officer and director of each of Flawless and Arethusa is Harry N. Vafias. Harry N. Vafias is an individual of Greek citizenship who is the Chief Executive Officer, President and a director of the Issuer and the Chief Executive Officer, President, Chief Financial Officer and a director of StealthGas Inc. and the Non-Executive Chairman of the Board of Directors of C3is 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 |
Item 3 of the Statement is hereby amended by adding the following paragraphs to the end of Item 3:
On December 5, 2023, Mr. Vafias’s mother, Theano Vafias, transferred all of the outstanding equity interests in Arethusa, which owns 2,083,686 shares of Common Stock and 28,146 shares of the Issuer’s 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”), to Mr. Vafias without consideration. Arethusa acquired 597 of these shares of Common Stock and 1,493 of these shares of Series A Preferred Stock on December 3, 2021 in the spin-off distribution to its common stockholders effected by StealthGas Inc., and the remainder of these shares of Common Stock (i.e., 2,083,089) for $3,490,114 (including commissions) in open market purchases through brokers between September 20, 2023 and November 7, 2023 using its working capital and the remainder of these shares of Series A Preferred Stock (i.e., 26,653) for $500,214 (including commissions) in open market purchases through brokers between December 6, 2021 and March 2, 2022 using its working capital.
