SCHEDULE: Imperial Petroleum Adjusts C3is Stake to 61.1% Post-Offering
Beneficial Ownership Update
Imperial Petroleum Inc. updated its beneficial ownership in C3is Inc. to 61.1% following a common stock offering and preferred stock conversion price adjustment.
Summary
- Imperial Petroleum Inc. (the "Reporting Person") filed Amendment No. 7 to its Schedule 13D regarding its ownership in C3is Inc. (the "Issuer").
- The amendment updates Imperial Petroleum's beneficial ownership due to a change in the conversion price of C3is Inc.'s 5.0% Series A Cumulative Convertible Perpetual Preferred Stock to $1.20.
- The conversion price adjustment resulted from C3is Inc.'s sale of common stock in a registered offering, as reported in a prospectus filed with the SEC on December 11, 2025.
- Imperial Petroleum's percentage ownership was diluted to 61.1% based on the revised total number of outstanding common shares, reflecting the issuance of shares from the prospectus supplement and exercise of pre-funded warrants.
- Imperial Petroleum now beneficially owns 12,500,000 shares of C3is Inc. Common Stock, representing 61.1% of the class.
- Harry N. Vafias, Chairman, CEO, and President of Imperial Petroleum and Non-Executive Chairman of C3is Inc., beneficially owns 100,577 shares of C3is Inc. Common Stock, including through Arethusa Properties LTD and Flawless Management, Inc.
Sentiment
Score: 5
Explanation: Neutral. This is a factual update on beneficial ownership due to corporate actions (a capital raise and preferred stock conversion price adjustment) by the issuer, C3is Inc. It reflects a change in percentage ownership for Imperial Petroleum Inc. but doesn't inherently convey positive or negative sentiment about the underlying business beyond the dilution effect.
Negatives
- Imperial Petroleum's percentage ownership in C3is Inc. was diluted to 61.1% due to C3is Inc.'s recent common stock offering and exercise of pre-funded warrants.
Future Outlook
Imperial Petroleum Inc. intends to continuously review its investment in C3is Inc. and may acquire or sell additional securities based on various factors including C3is Inc.'s business, financial condition, market conditions, and strategic alternatives. Imperial Petroleum also reserves the right to engage in discussions with C3is Inc. management and other shareholders regarding operations and potential extraordinary corporate transactions.
Management Comments
- Imperial Petroleum Inc. intends to review its investment in the Issuer on a continuing basis.
- Any actions the Reporting Person might undertake with respect to its investment in the Issuer may be made at any time and from time to time and will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: ongoing evaluation of the Issuer's business, financial condition, operations, prospects and strategic alternatives; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; tax considerations; liquidity of the Issuer's securities; and other factors and future developments.
- The Reporting Person specifically reserves the right to change its intentions, or to formulate plans and proposals, with respect to any or all of the matters described in this paragraph, subject to applicable law and regulations.
Industry Context
NA
Stakeholder Impact
- Shareholders of Imperial Petroleum Inc.: Their investment in C3is Inc. has been updated, reflecting a diluted percentage ownership in C3is Inc.
- Shareholders of C3is Inc.: The overall share count has increased due to the registered offering and warrant exercises, leading to dilution for existing shareholders. Imperial Petroleum Inc. remains a significant controlling shareholder with 61.1% ownership.
Next Steps
- Imperial Petroleum Inc. will continue to review its investment in C3is Inc.
- Imperial Petroleum Inc. may acquire additional securities or sell existing holdings in C3is Inc.
- Imperial Petroleum Inc. may engage in discussions with C3is Inc. management, other shareholders, and relevant parties regarding operations, business conduct, and potential extraordinary corporate transactions.
Key Dates
| Date | Description |
|---|---|
| 2023-07-28 | Original Schedule 13D filed. |
| 2024-01-24 | Amendment No. 1 to Schedule 13D filed. |
| 2024-03-20 | Amendment No. 2 to Schedule 13D filed. |
| 2024-05-01 | Amendment No. 3 to Schedule 13D filed. |
| 2025-01-14 | Amendment No. 4 to Schedule 13D filed. |
| 2025-04-15 | Amendment No. 5 to Schedule 13D filed. |
| 2025-10-10 | Amendment No. 6 to Schedule 13D filed. |
| 2025-12-11 | C3is Inc. filed a prospectus with the SEC reporting the sale of its Common Stock in a registered offering. |
| 2025-12-12 | Date of event requiring filing of this statement (conversion price adjustment and dilution). |
| 2025-12-15 | Date of filing of Amendment No. 7 to Schedule 13D. |
Keywords
C3is Inc., Imperial Petroleum Inc., Schedule 13D, Beneficial Ownership, Common Stock, Preferred Stock Conversion, Dilution, Registered Offering, Equity, SEC Filing
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.