SCHEDULE 13D/A: Imperial Petroleum Amends C3is Inc. Stake Disclosure Following Reverse Stock Split and Conversion Price Adjustment

Imperial Petroleum Inc. has filed an Amendment No. 5 to its Schedule 13D, updating its beneficial ownership in C3is Inc. to 86.8% following a 1-for-6 reverse stock split and adjustments to convertible preferred stock terms.

Summary

• Imperial Petroleum Inc. (the "Reporting Person") has filed Amendment No. 5 to its Schedule 13D regarding its beneficial ownership of Common Stock in C3is Inc. (the "Issuer").
• As of April 11, 2025, Imperial Petroleum beneficially owns 4,935,671 shares of C3is Inc. Common Stock, representing 86.8% of the class.
• The reported share amounts reflect a 1-for-6 reverse stock split of C3is Inc. Common Stock, which was effected on April 3, 2025, at 11:59 p.m. Eastern Time.
• The number of beneficially owned shares was updated due to changes in the conversion price of C3is Inc.'s 5.0% Series A Cumulative Convertible Perpetual Preferred Stock.
• The conversion price for the Series A Convertible Preferred Stock has been adjusted to $3.0391 per share.
• This adjustment was a result of the exercise price adjustment of Class B-1, B-2, C-1, and C-2 Warrants, based on the daily Volume Weighted Average Price (VWAP) for the Common Stock during an adjustment period related to the Reverse Split, as reported in C3is Inc.'s Form 6-K filed on April 4, 2025.
• Harry N. Vafias, Chairman, CEO, and President of Imperial Petroleum, who also serves as Non-Executive Chairman of C3is Inc., beneficially owns 95,570 shares of Common Stock in C3is Inc. (including through Arethusa Properties LTD and Flawless Management, Inc.).
• John Kostoyannis and George Xiradakis, directors of both Imperial Petroleum and C3is Inc., own nil shares of C3is Inc. Common Stock.
• Imperial Petroleum intends to continuously review its investment in C3is Inc. and may acquire or sell additional securities in the future, dependent on various factors including C3is Inc.'s business, financial condition, and market conditions.
• The Reporting Person may engage in discussions with C3is Inc. management and other shareholders regarding the Issuer's operations, conduct of business, and potential extraordinary corporate transactions.

Sentiment

Score: 5

Explanation: The document is a routine regulatory filing updating beneficial ownership information following corporate actions. It contains no new positive or negative financial performance data or strategic initiatives that would significantly alter sentiment, maintaining a neutral outlook.

Positives

• Imperial Petroleum maintains a significant beneficial ownership stake of 86.8% in C3is Inc., indicating strong alignment and potential for strategic influence.
• The adjustment of the convertible preferred stock conversion price and warrant exercise prices provides clarity on the terms of these securities following the reverse stock split.

Risks

• Imperial Petroleum's stated intention to review its investment on an ongoing basis and potentially acquire or sell shares introduces uncertainty regarding future share price movements.
• The possibility of Imperial Petroleum engaging in discussions about 'extraordinary corporate transactions' with C3is Inc. management could lead to significant strategic shifts or changes in the company's structure.

Future Outlook

Imperial Petroleum Inc. intends to continuously review its investment in C3is Inc. and reserves the right to acquire additional securities, retain, or sell its current holdings. Future actions will depend on an ongoing evaluation of C3is Inc.'s business, financial condition, operations, prospects, strategic alternatives, market conditions, and other factors. Imperial Petroleum may also engage in discussions with C3is Inc. management and other shareholders regarding the Issuer's business and potential extraordinary corporate transactions.

Management Comments

• "The percentage in Row 13 is calculated based on 749,143 shares of common stock, par value $0.01 per share (the 'Common Stock'), of C3is Inc. outstanding as of April 11, 2025."
• "This Amendment No. 5 updates the number of shares of Common Stock beneficially owned by Imperial Petroleum as a result of changes in the conversion price of the 5.0% Series A Cumulative Convertible Perpetual Preferred Stock, par value $0.01 per share (the 'Series A Convertible Preferred Stock'), of the Issuer."
• "The conversion price has been adjusted to $3.0391 pursuant to the terms of the Series A Convertible Preferred Stock as a result of the adjustment of the exercise price of the Class B-1, B-2, C-1 and C-2 Warrants of the Issuer previously issued in registered offerings based on daily VWAP for the Common Stock during an adjustment period relating to the Reverse Split, as reported in the Issuer's report on Form 6-K filed with the SEC on April 4, 2025, to $3.0391 per share of Common Stock."
• "Harry N. Vafias, the Chairman, Chief Executive Officer and President of Imperial Petroleum, is the Non-Executive Chairman of the Issuer and is the beneficial owner of 95,570 shares of Common Stock, including through Arethusa Properties LTD and Flawless Management, Inc., as of the date hereof."
• "John Kostoyannis and George Xiradakis, each a director of Imperial Petroleum, are each a director of the Issuer and own nil and nil shares of Common Stock, respectively, as of the date hereof."
• "The Reporting Person involved in the securities described in this Schedule 13D in connection with the Spin-Off Distribution, and 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."

Industry Context

This filing is a specific ownership disclosure and does not provide broader industry trend analysis or context. It primarily details the impact of corporate actions (reverse split, warrant adjustments) on a major shareholder's reported stake.

Related Party Transactions

• Harry N. Vafias serves as Chairman, Chief Executive Officer, and President of Imperial Petroleum Inc. (the Reporting Person) and concurrently as Non-Executive Chairman of C3is Inc. (the Issuer).
• Mr. Vafias beneficially owns 95,570 shares of C3is Inc. Common Stock, including through entities Arethusa Properties LTD and Flawless Management, Inc.
• John Kostoyannis and George Xiradakis serve as directors of both Imperial Petroleum Inc. and C3is Inc.

Stakeholder Impact

• Shareholders: Provides updated information on the largest beneficial owner's stake and their stated intentions regarding future investment and potential strategic discussions, which could influence future share price and corporate direction.
• Management: Clarifies the beneficial ownership of key individuals holding dual roles in both the Reporting Person and the Issuer.

Next Steps

• Imperial Petroleum Inc. will continue to review its investment in C3is Inc. on an ongoing basis.
• Imperial Petroleum may acquire additional securities of C3is Inc. or sell existing holdings in the open market, block trades, underwritten public offerings, or privately negotiated transactions.
• Imperial Petroleum may engage in discussions with C3is Inc. management, other shareholders, and relevant parties regarding the Issuer's operations, business conduct, and potential extraordinary corporate transactions.

Key Dates

Keywords

C3is Inc., Imperial Petroleum Inc., Schedule 13D, beneficial ownership, common stock, reverse stock split, convertible preferred stock, warrants, SEC filing, corporate governance, strategic investment