10q10k10q10k.net
Imperial Petroleum Inc.

Imperial Petroleum Inc.IMPPEarnings & Financial Report

Nasdaq · Industrials · Deep Sea Foreign Transportation of Freight

Imperial Petroleum Inc. is an independent downstream energy firm registered in the Marshall Islands, focused on sourcing, transporting, and distributing refined petroleum products including gasoline, diesel, marine fuel and heating oil. It serves retail, commercial, marine and industrial customer segments primarily across North America and select international markets, prioritizing stable supply chains and competitive pricing.

What changed in Imperial Petroleum Inc.'s 20-F — 2023 vs 2024

Top changes in Imperial Petroleum Inc.'s 2024 20-F

491 paragraphs added · 471 removed · 377 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

143 edited+39 added−50 removed330 unchanged
In addition, we may elect to sell one or more of our vessels or vessel-owning subsidiaries, conduct a spinoff of such vessels or subsidiaries, or contribute such vessels or vessel-owning subsidiaries to a joint venture, master limited partnership or other entity on terms with which you do not agree.
In addition, we may elect to sell one or more of our vessels or vessel-owning subsidiaries, conduct a spinoff of such vessels or subsidiaries, or contribute such vessels or vessel-owning subsidiaries to a joint venture, master limited partnership or other entity on terms with which you do not agree.
Any such transfer may reduce our asset base and our rights to cash flows related to the transferred assets.
Any such transfer may reduce our asset base and our rights to cash flows related to the transferred assets.
Among the factors that could affect our stock price are: • actual or anticipated fluctuations in quarterly and annual variations in our results of operations; • changes in market valuations or sales or earnings estimates or publication of research reports by analysts; • changes in earnings estimates or shortfalls in our operating results from levels forecasted by securities analysts; • speculation in the press or investment community about our business or the shipping industry, and the product and crude oil tanker and drybulk sectors in particular; • changes in market valuations of similar companies and stock market price and volume fluctuations generally; • payment of dividends; • strategic actions by us or our competitors such as mergers, acquisitions, joint ventures, strategic alliances or restructurings; • changes in government and other regulatory developments; • additions or departures of key personnel; • general market conditions and the state of the securities markets; and • domestic and international economic, market and currency factors unrelated to our performance.
Among the factors that could affect our stock price are: • actual or anticipated fluctuations in quarterly and annual variations in our results of operations; • changes in market valuations or sales or earnings estimates or publication of research reports by analysts; • changes in earnings estimates or shortfalls in our operating results from levels forecasted by securities analysts; • speculation in the press or investment community about our business or the shipping industry, and the product and crude oil tanker and drybulk sectors in particular; • changes in market valuations of similar companies and stock market price and volume fluctuations generally; • payment of dividends; • strategic actions by us or our competitors such as mergers, acquisitions, joint ventures, strategic alliances or restructurings; • changes in government and other regulatory developments; 37 • additions or departures of key personnel; • general market conditions and the state of the securities markets; and • domestic and international economic, market and currency factors unrelated to our performance.
Under the PFIC rules, unless those stockholders make an election available under the Code (which election could itself have adverse consequences for such stockholders, as discussed below under “Tax Considerations—United States Federal Income Taxation of United States Holders”), such stockholders would be liable to pay United States federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our common stock, as if the excess distribution or gain had been recognized ratably over the stockholder’s holding period of our common stock.
Under the PFIC rules, unless those 35 stockholders make an election available under the Code (which election could itself have adverse consequences for such stockholders, as discussed below under “Tax Considerations—United States Federal Income Taxation of United States Holders”), such stockholders would be liable to pay United States federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our common stock, as if the excess distribution or gain had been recognized ratably over the stockholder’s holding period of our common stock.
There was no public market for our Series A Preferred Stock prior to the completion of the Spin-Off in December 2021, and immediately after the Spin-Off approximately 21.6% of our Series A Preferred Stock were held by one stockholder and an aggregate of 73.1% of our Series A Preferred Stock were held by seven separate stockholders that are not affiliated with one another, which concentration of ownership could make it less likely that an active and liquid trading market for our Series A Preferred Stock will develop on Nasdaq.
There was no public market for our Series A Preferred Stock prior to the completion of the 2021 Spin-Off in December 2021, and immediately after the 2021 Spin-Off approximately 21.6% of our Series A Preferred Stock 41 were held by one stockholder and an aggregate of 73.1% of our Series A Preferred Stock were held by seven separate stockholders that are not affiliated with one another, which concentration of ownership could make it less likely that an active and liquid trading market for our Series A Preferred Stock will develop on Nasdaq.
Companies which do not adapt to or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or the stock price of such a company could be materially and adversely affected.
Companies which do not adapt to or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or the stock price of such a company could be materially and adversely 15 affected.
In addition, crew costs, including employing onboard security guards, could increase in such circumstances. We usually employ armed guards on board the vessels on time and spot charters that transit areas where Somali pirates operate. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us.
In addition, crew costs, including employing onboard security guards, could increase in 19 such circumstances. We usually employ armed guards on board the vessels on time and spot charters that transit areas where Somali pirates operate. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us.
If we or our subsidiaries do not qualify for the exemption under Section 883 of the Code for any taxable year, then we or our subsidiaries would be subject for those years to the 4% United States federal income tax on gross United States shipping income or, in certain circumstances, to net income taxation at the standard United States federal income tax rates (and potentially also to a 30% branch profits tax).
If we or our subsidiaries do not qualify for the exemption under Section 883 of the Code for any taxable year, then we or our subsidiaries would be subject for those years to the 4% United States federal income tax on 34 gross United States shipping income or, in certain circumstances, to net income taxation at the standard United States federal income tax rates (and potentially also to a 30% branch profits tax).
Continuing conflicts and recent developments in the Middle East, including the Israeli-Palestinian conflict, the escalation of conflict between Russia and Ukraine, and the presence of U.S. or other armed forces in Iraq, Syria, Afghanistan and various other regions, may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets.
Continuing conflicts and recent developments in the Middle East, 9 including the Israeli-Palestinian conflict, the escalation of conflict between Russia and Ukraine, and the presence of U.S. or other armed forces in Iraq, Syria, Afghanistan and various other regions, may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets.
Likewise, in the event of our voluntary or involuntary liquidation, dissolution or winding-up, no distribution of our assets may be made to holders of our common stock until we have paid to holders of our Series A Preferred Stock a liquidation preference equal to $25.00 per share plus accumulated and unpaid dividends Accordingly, the Series A Preferred Stock may adversely affect the market price of the common stock.
Likewise, in the event of our voluntary or involuntary liquidation, dissolution or winding-up, no distribution of our assets may be made to holders of our common stock until we have paid to 40 holders of our Series A Preferred Stock a liquidation preference equal to $25.00 per share plus accumulated and unpaid dividends Accordingly, the Series A Preferred Stock may adversely affect the market price of the common stock.
We anticipate a limited number of customers will continue to represent significant amounts of our revenue. If these customers cease doing business or do not fulfill their obligations under the charters of our vessels, due to the increasing financial pressure on these customers or otherwise, our results of operations and cash flows could be adversely affected.
We anticipate a limited number of customers will continue to represent significant amounts of our revenue. If these customers cease doing business or do not fulfill their obligations under the charters of our vessels, due to financial pressure on these customers or otherwise, our results of operations and cash flows could be adversely affected.
These provisions include blank check preferred stock, including preferred stock with superior voting rights, such as the Series B preferred stock, the prohibition of cumulative voting in the election of directors, a classified Board of Directors, advance written notice for stockholder nominations for directors, removal of directors only for cause, advance written notice of stockholder proposals for the removal of directors and limitations on action by stockholders.
These provisions include blank check preferred stock, including preferred stock with superior voting 39 rights, such as the Series B preferred stock, the prohibition of cumulative voting in the election of directors, a classified Board of Directors, advance written notice for stockholder nominations for directors, removal of directors only for cause, advance written notice of stockholder proposals for the removal of directors and limitations on action by stockholders.
The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the Safety of Life at Sea Convention. Our fleet is currently classed with Lloyds Register of Shipping, Bureau Veritas, Registro Italiano Navale (RINA) and American Bureau of Shipping (ABS).
The classification society certifies that a vessel is safe and seaworthy in accordance 17 with the applicable rules and regulations of the country of registry of the vessel and the Safety of Life at Sea Convention. Our fleet is currently classed with Lloyds Register of Shipping, Bureau Veritas, Registro Italiano Navale (RINA) and American Bureau of Shipping (ABS).
The delivery of newbuilding vessels could be delayed, other than at our request, because of, among other things, work stoppages or other labor disturbances; bankruptcy or other financial crisis of the shipyard building the vessel; hostilities, health pandemics such as COVID-19 or political or economic disturbances in the countries where the vessels are being built, including any escalation of tensions involving North Korea; weather interference or catastrophic event, such as a major earthquake, tsunami or fire; our requests for changes to the original vessel specifications; requests from our customers, with whom we have arranged any charters for such vessels, to delay construction and delivery of such vessels due to weak economic conditions and shipping demand and a dispute with the shipyard building the vessel.
The delivery of newbuilding vessels could be delayed, other than at our request, because of, among other things, work stoppages or other labor disturbances; bankruptcy or other financial crisis of the shipyard building the vessel; hostilities, health pandemics or political or economic disturbances in the countries where the vessels are being built, including any escalation of tensions involving North Korea; weather interference or catastrophic event, such as a major earthquake, tsunami or fire; our requests for changes to the original vessel specifications; requests from our customers, with whom we have arranged any charters for such vessels, to delay construction and delivery of such vessels due to weak economic conditions and shipping demand and a dispute with the shipyard building the vessel.
Although the Statement of Designation with respect to the Series A Preferred Stock contains restrictions on our ability to dilute the value of your investment in the Series A Preferred Stock by issuing additional preferred shares ranking senior to the Series A Preferred Stock, we may engage in other transactions that will result in a transfer of value to third parties.
Although the Statement of Designation with respect to the Series A Preferred Stock contains restrictions on our ability to dilute the value of your investment in the Series A Preferred Stock by issuing additional preferred 42 shares ranking senior to the Series A Preferred Stock, we may engage in other transactions that will result in a transfer of value to third parties.
Moreover, carrying secured indebtedness would expose us to increased risks if the demand for oil, oil-related or drybulk marine transportation decreases and charter rates and vessel values are adversely affected. We may become exposed to volatility in interest rates, including SOFR.
Moreover, carrying secured indebtedness would expose us to increased risks if the demand for oil, oil-related or drybulk marine transportation decreases and charter rates and vessel values are adversely affected. 25 We may become exposed to volatility in interest rates, including SOFR.
Our global operations increase both the number and the level of complexity of U.S. or foreign laws and regulations applicable to us, some of which can conflict with one another, as is the case, for instance, with certain sanctions issued by U.S., E.U. and U.K.
Our global operations increase both the number and the level of complexity of U.S. or foreign laws and regulations applicable to us, some of which can conflict with one another, as is the case, for instance, with certain 31 sanctions issued by U.S., E.U. and U.K.
In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel which is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner.
In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel which is subject to the claimant’s maritime lien and any “associated” vessel, which is 18 any vessel owned or controlled by the same owner.
In addition, higher oil prices could reduce demand for oil and refined petroleum products, including in the event of any slowdown in the global economy due such high oil prices or the impact of economic sanctions or geopolitical tensions and uncertainty, and in turn reduce demand for tankers and tanker charter rates.
In addition, higher oil prices could reduce demand for oil and refined petroleum products, including in the event of any slowdown in the global economy due to such high oil prices or the impact of economic sanctions or geopolitical tensions and uncertainty, and in turn reduce demand for tankers and tanker charter rates.
The factors that influence the supply of tanker capacity include: • supply and demand for energy resources and oil and petroleum products; • demand for alternative sources of energy; • environmental regulations that may affect the technology and fuel of vessels • the number of newbuilding orders and deliveries, including slippage in deliveries; • the number of vessel casualties; • technological advances in tanker design and capacity; 5 Table of Contents • the number of shipyards and ability of shipyards to deliver vessels; • availability of financing for new vessels and shipping activity; • the degree of scrapping or recycling rate of older vessels, depending, amongst other things, on scrapping or recycling rates and international scrapping or recycling regulations; • price of steel and vessel equipment; • the number of conversions of tankers to other uses or conversions of other vessels to tankers; • the number of product tankers trading crude or “dirty” oil products (such as fuel oil); • the number of vessels that are out of service, namely those that are laid up, drydocked, awaiting repairs or otherwise not available for hire; • changes in government and industry environmental and other regulations that may limit the useful lives of tankers and environmental concerns and regulations; • product imbalances (affecting the level of trading activity); • developments in international trade, including refinery additions and closures; • port or canal congestion; and • speed of vessel operation In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance costs, insurance coverage costs, the efficiency and age profile of the existing tanker fleet in the market, and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations.
The factors that influence the supply of tanker capacity include: • supply and demand for energy resources and oil and petroleum products; • demand for alternative sources of energy; • environmental regulations that may affect the technology and fuel of vessels • the number of newbuilding orders and deliveries, including slippage in deliveries; • the number of vessel casualties; 6 • technological advances in tanker design and capacity; • the number of shipyards and ability of shipyards to deliver vessels; • availability of financing for new vessels and shipping activity; • the degree of scrapping or recycling rate of older vessels, depending, amongst other things, on scrapping or recycling rates and international scrapping or recycling regulations; • price of steel and vessel equipment; • the number of conversions of tankers to other uses or conversions of other vessels to tankers; • the number of product tankers trading crude or “dirty” oil products (such as fuel oil); • the number of vessels that are out of service, namely those that are laid up, drydocked, awaiting repairs or otherwise not available for hire; • changes in government and industry environmental and other regulations that may limit the useful lives of tankers and environmental concerns and regulations; • product imbalances (affecting the level of trading activity); • developments in international trade, including refinery additions and closures; • port or canal congestion; and • speed of vessel operation In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance costs, insurance coverage costs, the efficiency and age profile of the existing tanker fleet in the market, and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations.
The factors that influence demand for tanker capacity include: • supply and demand for energy resources and oil and petroleum products; • regional availability of refining capacity and inventories compared to geographies of oil production regions; • national policies regarding strategic oil inventories (including if strategic reserves are set at a lower level in the future as oil decreases in the energy mix); • global and regional economic and political conditions, including armed conflicts, terrorist activities, embargoes and strikes; • currency exchange rates; • the distance over which oil and oil products are to be moved by sea; • changes in seaborne and other transportation patterns; • changes in governmental or maritime self-regulatory organizations’ rules and regulations or actions taken by regulatory authorities; • environmental and other legal and regulatory developments; • weather and natural disasters; • developments in international trade, including those relating to the imposition of tariffs; • competition from alternative sources of energy; and • international sanctions, embargoes, import and export restrictions, nationalizations and wars.
The factors that influence demand for tanker capacity include: • supply and demand for energy resources and oil and petroleum products; • regional availability of refining capacity and inventories compared to geographies of oil production regions; • national policies regarding strategic oil inventories (including if strategic reserves are set at a lower level in the future as oil decreases in the energy mix); • global and regional economic and political conditions, including armed conflicts, terrorist activities, embargoes and strikes; • currency exchange rates; • the distance over which oil and oil products are to be moved by sea; • changes in seaborne and other transportation patterns; • changes in governmental or maritime self-regulatory organizations’ rules and regulations or actions taken by regulatory authorities; • environmental and other legal and regulatory developments; • weather and natural disasters; • developments in international trade, including those relating to the imposition of tariffs by the United States or other countries; • competition from alternative sources of energy; and • international sanctions, embargoes, import and export restrictions, nationalizations and wars.
Regulations of vessels, particularly environmental regulations have become more stringent and are expected to be further revised and become stricter in the future, including air emissions (nitrogen and sulfur oxides, particulate matter, etc.), marine pollution, BWTS implementation, GHG emissions, etc.
Regulations of vessels, particularly environmental regulations have become more stringent and are expected to be further 16 revised and become stricter in the future, including air emissions (nitrogen and sulfur oxides, particulate matter, etc.), marine pollution, BWTS implementation, GHG emissions, etc.
All of our directors and officers reside outside of the United States, and most of our assets and their assets are located outside the United States. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons.
All of our directors and officers reside outside of the United States, and most of our assets and their assets are located 36 outside the United States. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons.
Unless we maintain cash reserves for vessel replacement, we may be unable to replace the vessels in our fleet upon the expiration of their useful lives. We estimate the useful life of our vessels to be 25 years from the completion of their construction.
Unless 23 we maintain cash reserves for vessel replacement, we may be unable to replace the vessels in our fleet upon the expiration of their useful lives. We estimate the useful life of our vessels to be 25 years from the completion of their construction.
Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could adversely affect our results of operations. We generate all of our revenues in U.S. dollars and the majority of our expenses are also in U.S. dollars.
Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could adversely affect our results of operations. We generate the substantial majority of our revenues in U.S. dollars and the majority of our expenses are also in U.S. dollars.
Any future growth will depend on: • locating and acquiring suitable vessels; • identifying and completing acquisitions or joint ventures; • integrating any acquired business successfully with our existing operations; • expanding our customer base; and • obtaining required financing.
Any future growth will depend on: • locating and acquiring suitable vessels; • identifying and completing acquisitions or joint ventures; • integrating any acquired business successfully with our existing operations; 29 • expanding our customer base; and • obtaining required financing.
Any future agreements for indebtedness, will restrict our ability to pay dividends on or redeem preferred shares if an event of default has occurred or is continuing. Our future indebtedness may impose similar or greater restrictions on our ability to pay dividends or redeem our preferred shares.
Any future agreements for indebtedness will restrict our ability to pay dividends on or redeem preferred shares if an event of default has occurred or is continuing, and may impose similar or greater restrictions on our ability to pay dividends or redeem our preferred shares.
If the value of our vessels deteriorates, we may have to record an impairment charge e in our financial statements which would adversely affect our financial results and could further hinder our ability to raise capital.
If the value of our vessels deteriorates, we may have to record an impairment charge in our financial statements which would adversely affect our financial results and could further hinder our ability to raise capital.
Circumstances beyond our control could impair Stealth Maritime’s financial strength, and because it is a privately held company, information about its financial strength is not publicly available.
Circumstances beyond our control could impair Stealth Maritime’s financial strength, and because it is a 27 privately held company, information about its financial strength is not publicly available.
For instance, we acquired an aggregate of eight vessels from entities affiliated with the family of our Chief Executive Officer since 2022, and sold one vessel to C3is Inc. Stealth Maritime also contracts for the crewing of vessels in our fleet with Hellenic Manning Overseas Inc., which is 25% owned by an affiliate of Stealth Maritime.
For instance, we acquired an aggregate of seventeen vessels from entities affiliated with the family of our Chief Executive Officer since 2022, and sold one vessel to C3is Inc. Stealth Maritime also contracts for the crewing of vessels in our fleet with Hellenic Manning Overseas Inc., which is 25% owned by an affiliate of Stealth Maritime.
Should these beliefs turn out to be incorrect, then we and certain of our subsidiaries could be treated as PFICs for 2023. There can be no assurance that the IRS or a court will not determine values for our assets that would cause us to be treated as a PFIC for 2023 or a subsequent year.
Should these beliefs turn out to be incorrect, then we and certain of our subsidiaries could be treated as PFICs for 2024. There can be no assurance that the IRS or a court will not determine values for our assets that would cause us to be treated as a PFIC for 2024 or a subsequent year.
In such a case, if the vessel was involved in an accident, spill or was otherwise damaged in connection with such a voyage, which could result in losses up to the total loss of the vessel, we would have to bear the repair, clean-up or other costs associated with such an incident, as well as the lack of revenue from any off-hire period, in reliance on our existing cash resources, and we would remain obligated to service and repay our outstanding indebtedness secured by such vessel.
In such a case, if the vessel was involved in an accident, spill or was otherwise damaged in connection with such a voyage, which could result in losses up to the total loss of the vessel, we would have to bear the repair, clean-up or other costs associated with such an incident, as well as the lack of revenue from any off-hire period, in reliance on our existing cash resources, and we would remain obligated to service and repay any outstanding indebtedness that may be secured by such vessel.
Risks Related To Our Industry • The cyclical nature of the demand for seaborne transportation of oil and petroleum products may lead to significant changes in our chartering and vessel utilization, which may result in difficulty finding profitable charters for our vessels. • Charter rates for dry bulk vessels are volatile and may remain at currently low levels or decrease in the future, which may adversely affect our results of operations and financial condition. • Economic and political factors, including increased trade protectionism and tariffs, imposed sanctions such as the sanctions imposed on Russian oil trade and health crises, such as the COVID-19 pandemic, could materially adversely affect our business, financial position and results of operations. • The tanker industry is highly dependent upon the crude oil and petroleum products industries, with the level of availability and demand for oil and petroleum products. • An over-supply of tankers or drybulk carriers may lead to a reduction in charter rates, vessel values and profitability. • Our operations outside the United States expose us to global risks, such as political conflict, terrorism and public health concerns, including the conflict in Ukraine and related sanction, the war in Gaza and attacks by Houthi Rebels in the Red Sea and Gulf of Aden, which may interfere with the operation of our vessels. • We are subject to regulation and liability under environmental, health and safety laws that could require significant expenditures. • The market values of tankers and drybulk carriers are volatile and over time may fluctuate significantly. • Technological innovation could reduce our charter hire income and the value of our vessels. • Changes in fuel, or bunker, prices may adversely affect profits. • Risks involved with operating maritime vessels could affect our business and reputation, which would adversely affect our revenues and stock price. • Governments could requisition our vessels during a period of war or emergency, and maritime claimants could arrest our vessels.
Risks Related To Our Industry • The cyclical nature of the demand for seaborne transportation of oil and petroleum products may lead to significant changes in our chartering and vessel utilization, which may result in difficulty finding profitable charters for our tanker vessels. • Charter rates for dry bulk vessels are volatile and may remain at currently low levels or decrease in the future, which may adversely affect our results of operations and financial condition. • Economic and political factors, including increased trade protectionism and tariffs imposed by the U.S. and other countries, sanctions such as the sanctions imposed on Russian oil trade and health crises could materially adversely affect our business, financial position and results of operations. • The tanker industry is highly dependent upon the crude oil and petroleum products industries, with the level of availability and demand for oil and petroleum products. • An over-supply of tankers or drybulk carriers may lead to a reduction in charter rates, vessel values and profitability. • Our operations outside the United States expose us to global risks, such as political conflict, terrorism and public health concerns, including the conflict in Ukraine and related sanction, the war in Gaza and attacks by Houthi Rebels in the Red Sea and Gulf of Aden, which may interfere with the operation of our vessels. 3 • We are subject to regulation and liability under environmental, health and safety laws that could require significant expenditures. • The market values of tankers and drybulk carriers are volatile and over time may fluctuate significantly. • Technological innovation could reduce our charter hire income and the value of our vessels. • Changes in fuel, or bunker, prices may adversely affect profits. • Risks involved with operating maritime vessels could affect our business and reputation, which would adversely affect our revenues and stock price. • Governments could requisition our vessels during a period of war or emergency, and maritime claimants could arrest our vessels.
The market values of our vessels are subject to potential significant fluctuations depending on a number of factors including: • general economic and market conditions affecting the shipping industry; • age, sophistication and condition of our vessels; • types and sizes of vessels; • availability of other modes of transportation; • cost and delivery of schedules for new-buildings; • governmental and other regulations; 13 Table of Contents • supply and demand for refined petroleum products; • the prevailing level of product tanker charter rates and crude oil tanker rates; and • technological advances.
The market values of our vessels are subject to potential significant fluctuations depending on a number of factors including: • general economic and market conditions affecting the shipping industry; • age, sophistication and condition of our vessels; • types and sizes of vessels; • availability of other modes of transportation; • cost and delivery of schedules for new-buildings; • governmental and other regulations; • supply and demand for refined petroleum products; • the prevailing level of product tanker charter rates and crude oil tanker rates; and • technological advances.
Because our status as a PFIC for any taxable year will not be determinable until after the end of the taxable year, and depends upon our assets, income and operations in that taxable year, there can be no assurance that we will not be considered a PFIC for 2023 or any future taxable year.
Because our status as a PFIC for any taxable year will not be determinable until after the end of the taxable year, and depends upon our assets, income and operations in that taxable year, there can be no assurance that we will not be considered a PFIC for 2024 or any future taxable year.
Risks Related to an Investment in a Marshall Islands Corporation • As a foreign private issuer we are entitled to claim an exemption from certain Nasdaq corporate governance standards, and if we elected to rely on this exemption, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. • We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law or a bankruptcy act, and it may be difficult to enforce service of process and judgments against us and our officers and directors.
Risks Related to an Investment in a Marshall Islands Corporation • As a foreign private issuer we are entitled to claim an exemption from certain Nasdaq corporate governance standards, and to the extent we elect to rely on this exemption, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. • We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law or a bankruptcy act, and it may be difficult to enforce service of process and judgments against us and our officers and directors.
We note that there is no direct authority on this point and it is possible that the IRS may disagree with our position. On the basis of the foregoing assumptions, we do not believe that we will be a PFIC for 2023.
We note that there is no direct authority on this point and it is possible that the IRS may disagree with our position. On the basis of the foregoing assumptions, we do not believe that we will be a PFIC for 2024.
It is possible that such cargoes, despite our belief that they are compliant with applicable sanctions, are alleged to have originated from sources that are not in compliance with such sanctions, which could result in penalties against us, including blacklisting of a vessel which would preclude chartering or selling such vessel, and 31 Table of Contents negatively impact our acceptability to potential charterers and harm our business.
It is possible that such cargoes, despite our belief that they are compliant with applicable sanctions, are alleged to have originated from sources that are not in compliance with such sanctions, which could result in penalties against us, including blacklisting of a vessel which would preclude chartering or selling such vessel, and negatively impact our acceptability to potential charterers and harm our business.
In addition, although we do not believe that we will be a PFIC for 2023, we may choose to operate our business in the current or in future taxable years in a manner that could cause us to become a PFIC for those years.
In addition, although we do not believe that we will be a PFIC for 2024, we may choose to operate our business in the current or in future taxable years in a manner that could cause us to become a PFIC for those years.
Risks Related To Our Series A Preferred Stock • Our Series A Preferred Stock are subordinated to any future debt obligations and investors’ interests could be diluted by the issuance of additional preferred shares and by other transactions. • Holders of our Series A Preferred Stock have extremely limited voting rights. • The Series A Preferred Stock represents perpetual equity interests and holders have no right to receive any greater payment than the liquidation preference regardless of the circumstances. 4 Table of Contents Risks Related To Our Industry The tanker industry is cyclical and volatile, which may adversely affect our earnings and available cash flow.
Risks Related To Our Series A Preferred Stock • Our Series A Preferred Stock are subordinated to any future debt obligations and investors’ interests could be diluted by the issuance of additional preferred shares and by other transactions. • Holders of our Series A Preferred Stock have extremely limited voting rights. • The Series A Preferred Stock represents perpetual equity interests and holders have no right to receive any greater payment than the liquidation preference regardless of the circumstances. 5 Risks Related To Our Industry The tanker industry is cyclical and volatile, which may adversely affect our earnings and available cash flow.
In addition, our vessels carry lawful cargoes originating in Russia, in compliance with existing sanctions, oil majors and other charterers may elect not to charter our vessels simply for doing business with companies that do lawful business in Russia.
In addition, our vessels carry from time to time lawful cargoes originating in Russia, in compliance with existing sanctions, oil majors and other charterers may elect not to charter our vessels simply for doing business with companies that do lawful business in Russia.
We do not maintain “key man” life insurance on any of our officers. 29 Table of Contents In the highly competitive international product tanker and crude oil tanker markets, we may not be able to compete for charters with new entrants or established companies with greater resources. We deploy our vessels in highly competitive markets that are capital intensive.
We do not maintain “key man” life insurance on any of our officers. In the highly competitive international product tanker and crude oil tanker markets, we may not be able to compete for charters with new entrants or established companies with greater resources. We deploy our tanker vessels in highly competitive markets that are capital intensive.
We may elect to sell one or more of our vessels or vessel-owning subsidiaries, conduct a spin-off of such vessels or subsidiaries, or contribute such vessels or vessel-owning 42 Table of Contents subsidiaries to a joint venture, master limited partnership or other entity on terms with which you do not agree or that are not in the best interests of the holders of Series A Preferred Stock.
We may elect to sell one or more of our vessels or vessel-owning subsidiaries, conduct a spin-off of such vessels or subsidiaries, or contribute such vessels or vessel-owning subsidiaries to a joint venture, master limited partnership or other entity on terms with which you do not agree or that are not in the best interests of the holders of Series A Preferred Stock.
These risks include the possibility of: • marine accident or disaster; • piracy and terrorism; • explosions; • environmental accidents; • pollution; • loss of life; 17 Table of Contents • cargo and property losses or damage; and • business interruptions caused by mechanical failure, human error, war, political action in various countries, labor strikes or adverse weather conditions.
These risks include the possibility of: • marine accident or disaster; • piracy and terrorism; • explosions; • environmental accidents; • pollution; • loss of life; • cargo and property losses or damage; and • business interruptions caused by mechanical failure, human error, war, political action in various countries, labor strikes or adverse weather conditions.
The loss of Stealth Maritime’s services or its failure to perform its obligations to us properly for financial or other reasons could materially and adversely affect our business and the results of our operations, including the 26 Table of Contents potential loss of oil major approvals to conduct business with us and in turn our ability to employ our vessels our charters with such oil majors.
The loss of Stealth Maritime’s services or its failure to perform its obligations to us properly for financial or other reasons could materially and adversely affect our business and the results of our operations, including the potential loss of oil major approvals to conduct business with us and in turn our ability to employ our vessels our charters with such oil majors.
We cannot predict the effect that future sales of common stock or other equity-related securities would have on the market price of our common stock. 38 Table of Contents Our Restated Articles of Incorporation, as amended, authorizes our Board, to, among other things, issue additional shares of common or preferred stock or securities convertible or exchangeable into equity securities, without stockholder approval.
We cannot predict the effect that future sales of common stock or other equity-related securities would have on the market price of our common stock. Our Restated Articles of Incorporation, as amended, authorizes our Board, to, among other things, issue additional shares of common or preferred stock or securities convertible or exchangeable into equity securities, without stockholder approval.
An incurrence of a significant amount of debt may adversely affect us and our cash flows. As of December 31, 2023 and the date of this report, we did not have any outstanding indebtedness. We may, however, incur indebtedness in connection with any further expansion of our fleet or the financing of existing vessels.
An incurrence of a significant amount of debt may adversely affect us and our cash flows. As of December 31, 2024 and the date of this report, we did not have any outstanding bank debt. We may, however, incur indebtedness in connection with any further expansion of our fleet or the financing of existing vessels.
As of December 31, 2023 and the date of this report, we did not have any outstanding indebtedness, however, we may incur debt as we expand our fleet or finance existing vessels of our fleet.
As of December 31, 2024 and the date of this report, we did not have any outstanding indebtedness, however, we may incur debt as we expand our fleet or finance existing vessels of our fleet.
These broad market fluctuations may adversely affect the trading price of our common stock. Our common stock may trade at prices lower than you originally paid for such shares. 37 Table of Contents You may experience future dilution as a result of future equity offerings and other issuances of our common stock, preferred stock or other securities.
These broad market fluctuations may adversely affect the trading price of our common stock. Our common stock may trade at prices lower than you originally paid for such shares. You may experience future dilution as a result of future equity offerings and other issuances of our common stock, preferred stock or other securities.
Even if our insurance coverage is adequate, we may not be able to timely obtain a replacement vessel in the event of a loss. Our insurance policies 30 Table of Contents contain deductibles for which we will be responsible and limitations and exclusions which may increase our costs or lower our revenue.
Even if our insurance coverage is adequate, we may not be able to timely obtain a replacement vessel in the event of a loss. Our insurance policies contain deductibles for which we will be responsible and limitations and exclusions which may increase our costs or lower our revenue.
In addition, sanctions against oil exporting 18 Table of Contents countries such as Iran, Syria and Venezuela, and the events in Ukraine and related sanctions against Russia and regions of Ukraine, may also impact the availability of crude oil and petroleum products and which would increase the availability of applicable vessels, thereby impacting negatively charter rates.
In addition, sanctions against oil exporting countries such as Iran, Syria and Venezuela, and the events in Ukraine and related sanctions against Russia and regions of Ukraine, may also impact the availability of crude oil and petroleum products and which would increase the availability of applicable vessels, thereby impacting negatively charter rates.
United States stockholders of a PFIC (and holders of warrants 34 Table of Contents in a PFIC) are subject to a disadvantageous United States federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.
United States stockholders of a PFIC (and holders of warrants in a PFIC) are subject to a disadvantageous United States federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.
Any decrease in exploration, development or production expenditures by oil and natural gas companies could reduce our revenues and materially harm our business, results of operations and cash available for distribution. 6 Table of Contents Charter rates for dry bulk vessels are volatile and may remain at currently low levels or decrease in the future, which may adversely affect our results of operations and financial condition.
Any decrease in exploration, development or production expenditures by oil and natural gas companies could reduce our revenues and materially harm our business, results of operations and cash available for distribution. 7 Charter rates for dry bulk vessels are volatile and may remain at currently low levels or decrease in the future, which may adversely affect our results of operations and financial condition.
We are required to maintain operating standards for all of our vessels that 14 Table of Contents emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States and international regulations, and are subject vetting processes conducted by prospective charterers.
We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States and international regulations, and are subject vetting processes conducted by prospective charterers.
The IMO called for the 8 Table of Contents need to preserve the integrity of maritime supply chains and the safety and welfare of seafarers and any spillover effects of the military action on global shipping, logistics and supply chains, in particular the impacts on the delivery of commodities and food to developing nations and the impacts on energy supplies.
The IMO called for the need to preserve the integrity of maritime supply chains and the safety and welfare of seafarers and any spillover effects of the military action on global shipping, logistics and supply chains, in particular the impacts on the delivery of commodities and food to developing nations and the impacts on energy supplies.
A slowdown in the global economy would also negatively affect the demand for products and commodities transported by dry bulk vessels, which would then negatively affect the charter rates for such vessels. The war in Ukraine is also impacting trade flows on drybulk vessels and for a range of commodities.
A slowdown in the global economy would also negatively affect the demand for products and commodities transported by dry bulk vessels, which would then negatively affect the charter rates for such vessels. The war in Ukraine is also impacting trade flows on drybulk vessels as it impacts the trade of a range of commodities.
Historically, the world oil and petroleum markets have been volatile and cyclical because of the many conditions and events that affect the supply, price, production and transport of oil, including: • increases and decreases in the demand and price for crude oil and petroleum products; • availability of crude oil and petroleum products; • demand for crude oil and petroleum product substitutes, such as natural gas, coal, hydroelectric power and other alternate sources of energy that may, among other things, be affected by environmental regulation; • actions taken by OPEC and major oil producers and refiners; • political turmoil in or around oil producing nations; • global and regional political and economic conditions; • developments in international trade; • international trade sanctions; • environmental factors; • natural catastrophes; • terrorist acts; • weather; and • changes in seaborne and other transportation patterns.
Historically, the world oil and petroleum markets have been volatile and cyclical because of the many conditions and events that affect the supply, price, production and transport of oil, including: • increases and decreases in the demand and price for crude oil and petroleum products; • availability of crude oil and petroleum products; • demand for crude oil and petroleum product substitutes, such as natural gas, coal, hydroelectric power and other alternate sources of energy that may, among other things, be affected by environmental regulation; • actions taken by OPEC and major oil producers and refiners; • political turmoil in or around oil producing nations; • global and regional political and economic conditions; • developments in international trade; • international trade sanctions and tariffs imposed by the United States and retaliatory tariffs imposed by other countries; • environmental factors; 13 • natural catastrophes; • terrorist acts; • weather; and • changes in seaborne and other transportation patterns.
While currently the orderbook for tankers is at low levels compared to historical standards, if the capacity of new tankers delivered exceeds the capacity of such vessel types being scrapped and converted to non-trading vessels, global fleet capacity will 12 Table of Contents increase.
While currently the orderbook for tankers is at low levels compared to historical standards, if the capacity of new tankers delivered exceeds the capacity of such vessel types being scrapped and converted to non-trading vessels, global fleet capacity will increase.
These anti-takeover provisions could substantially impede the ability of stockholders to benefit from a change in control and, as a 39 Table of Contents result, may adversely affect the market price of our common stock and stockholders’ ability to realize any potential change of control premium.
These anti-takeover provisions could substantially impede the ability of stockholders to benefit from a change in control and, as a result, may adversely affect the market price of our common stock and stockholders’ ability to realize any potential change of control premium.
Delays in the delivery of any new-building or second-hand vessels we may agree to acquire in the future would delay our receipt of revenues generated by these vessels and, to the extent we have arranged charter employment for these vessels, could possibly result in the cancellation of those charters, and therefore adversely affect our anticipated results of operations.
Delays in the delivery of the six drybulk carriers we have agreements to acquire, or any new-building or second-hand vessels we may agree to acquire in the future, would delay our receipt of revenues generated by these vessels and, to the extent we have arranged charter employment for these vessels, could possibly result in the cancellation of those charters, and therefore adversely affect our anticipated results of operations.
Under Section 404 of Sarbanes-Oxley, we are required to include in each of our annual reports on Form 20-F, a report containing our management’s assessment of the effectiveness of our internal control over 32 Table of Contents financial reporting.
Under Section 404 of Sarbanes-Oxley, we are required to include in each of our annual reports on Form 20-F, a report containing our management’s assessment of the effectiveness of our internal control over financial reporting.
The lack of an active trading market on Nasdaq and low trading volume for our common 36 Table of Contents stock may make it more difficult for you to sell our common stock and could lead to our share price becoming depressed or volatile.
The lack of an active trading market on Nasdaq and low trading volume for our common stock may make it more difficult for you to sell our common stock and could lead to our share price becoming depressed or volatile.
Sales of a substantial number of our common stock in the public market, including upon exercise of our outstanding warrants, could cause the market price of our common stock to decline and could impair our ability 40 Table of Contents to raise capital through the sale of additional equity securities.
Sales of a substantial number of our common stock in the public market, including upon exercise of our outstanding warrants, could cause the market price of our common stock to decline and could impair our ability to raise capital through the sale of additional equity securities.
As a newly-incorporated company that became publicly traded on December 3, 2021, there is currently only one analyst covering the Company. The trading market for our common stock and Series A Preferred Stock will depend, in part, upon the research and reports that securities or industry analysts publish about us or our business.
We became publicly traded on December 3, 2021, and there is currently only one analyst covering the Company. The trading market for our common stock and Series A Preferred Stock will depend, in part, upon the research and reports that securities or industry analysts publish about us or our business.
Factors that influence the supply of drybulk vessel capacity include: • the size of the newbuilding orderbook; • the prevailing and anticipated freight rates which in turn affect the rate of newbuilding; • availability of financing for new vessels; • the number of newbuild deliveries, including slippage in deliveries, which, among other factors, relates to the ability of shipyards to deliver newbuilds by contracted delivery dates and the ability of purchasers to finance such newbuilds; • the scrapping rate of older vessels, depending, amongst other things, on scrapping rates and international scrapping regulations; 7 Table of Contents • health crises, such as the COVID-19 pandemic, and related factors, including port lockdowns, higher crew cost and travel restrictions imposed by governments around the world; • port and canal congestion; • the speed of vessel operation which may be influenced by several reasons including energy cost and environmental regulations; • sanctions; • the number of vessels that are in or out of service, delayed in ports for several reasons, laid-up, dry docked awaiting repairs or otherwise not available for hire, including due to vessel casualties; • changes in environmental and other regulations that may limit the useful lives of vessels or effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage; and • ability of the Company to maintain ESG practices acceptable to customers, regulators and financing sources.
Factors that influence the supply of drybulk vessel capacity include: • the size of the newbuilding orderbook; • the average age of current drybulk fleet; • the prevailing and anticipated freight rates which in turn affect the rate of newbuilding; • availability of financing for new vessels; 8 • the number of newbuild deliveries, including slippage in deliveries, which, among other factors, relates to the ability of shipyards to deliver newbuilds by contracted delivery dates and the ability of purchasers to finance such newbuilds; • the scrapping rate of older vessels, depending, amongst other things, on scrapping rates and international scrapping regulations; • health crises and related factors, including port lockdowns, higher crew cost and travel restrictions imposed by governments around the world; • port and canal congestion; • the speed of vessel operation which may be influenced by several reasons including energy cost and environmental regulations; • sanctions; • the number of vessels that are in or out of service, delayed in ports for several reasons, laid-up, dry docked awaiting repairs or otherwise not available for hire, including due to vessel casualties; • changes in environmental and other regulations that may limit the useful lives of vessels or effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage; and • ability of the Company to maintain ESG practices acceptable to customers, regulators and financing sources.
There may also be other business opportunities for which StealthGas 27 Table of Contents and C3is Inc. may compete with us such as hiring employees, acquiring other businesses, or entering into joint ventures, which could have a material adverse effect on our business. Companies affiliated with us or our management, including StealthGas, C3is Inc.
There may also be other business opportunities for which StealthGas and C3is Inc. may compete with us such as hiring employees, acquiring other businesses, or entering into joint ventures, which could have a material adverse effect on our business. Companies affiliated with us or our management, including StealthGas, C3is Inc.
The international drybulk shipping industry is highly competitive, and we may not be able to compete successfully for charters with new entrants or established companies with greater resources. We employ our vessels in a highly competitive market that is capital intensive and highly fragmented.
The international drybulk shipping industry is highly competitive, and we may not be able to compete successfully for charters with new entrants or established companies with greater resources. We employ our drybulk vessels in highly competitive markets that are capital intensive and highly fragmented.
Although this would delay our funding requirements for the installment payments to purchase these vessels, it would also delay our receipt of revenues under any charters we 28 Table of Contents arrange for such vessels.
Although this would delay our funding requirements for the installment payments to purchase these vessels, it would also delay our receipt of revenues under any charters we arrange for such vessels.
Any reserves set aside for vessel replacement would not be available for other cash needs or dividends, if any. Any future financing arrangements may contain restrictive covenants that may limit our liquidity and corporate activities. As of December 31, 2023 and the date of this report, we did not have any outstanding indebtedness.
Any reserves set aside for vessel replacement would not be available for other cash needs or dividends, if any. Any future financing arrangements may contain restrictive covenants that may limit our liquidity and corporate activities. As of December 31, 2024 and the date of this report, we did not have any outstanding bank debt.
The loss of one or more of these customers could adversely affect our financial performance. • If in the future we again incur debt, the future loan agreements we enter into for such, whether to finance the expansion of our fleet or raise funds by taking loans against our existing vessels which are currently unencumbered, are likely to contain restrictive covenants that may limit our liquidity and corporate activities. 3 Table of Contents • The market values of our vessels may decrease, which could cause us to breach covenants in any future credit facilities, and could have a material adverse effect on our business, financial condition and results of operations. • The book value of some of our vessels is currently higher than their market value, and if we sell a vessel at a time when vessel prices have not increased, the sale may be for less than the vessel’s carrying value, which would result in a reduction in our profits. • We may incur debt in the future, and a significant increase in our debt levels may adversely affect us and our cash flows. • We depend on our manager, Stealth Maritime Corporation S.A., to operate our business. • Delays in the delivery of any newbuilding or secondhand tankers we agree to acquire could harm our operating results. • We may become exposed to volatility in interest rates, including SOFR. • We may enter into derivative contracts to hedge exposure to fluctuations in interest rates, which could result in higher than market interest rates and charges against our income.
The loss of one or more of these customers could adversely affect our financial performance. • If in the future we again incur debt, the future loan agreements we enter into for such debt, whether to finance the expansion of our fleet or raise funds by taking loans against our existing vessels which are currently unencumbered, are likely to contain restrictive covenants that may limit our liquidity and corporate activities. • The market values of our vessels may decrease, which could cause us to breach covenants in any future credit facilities, and could have a material adverse effect on our business, financial condition and results of operations. • The book value of some of our vessels is currently higher than their market value, and if we sell a vessel at a time when vessel prices have not increased, the sale may be for less than the vessel’s carrying value, which would result in a reduction in our profits. • We may incur debt in the future, and a significant increase in our debt levels may adversely affect us and our cash flows. • We depend on our manager, Stealth Maritime Corporation S.A., to operate our business. • Delays in the delivery of any newbuilding or secondhand vessels we agree to acquire could harm our operating results. • We may become exposed to volatility in interest rates, including SOFR. • We may enter into derivative contracts to hedge exposure to fluctuations in interest rates, which could result in higher than market interest rates and charges against our income. 4 Risks Related to Taxation • We may have to pay tax on U.S.-source income and/or may become a passive foreign investment company.
If a vessel does not maintain its class and/or fails any annual survey, intermediate survey or special survey, the vessel will be unable to trade between ports and will be unemployable; we would then be in violation of covenants in our loan agreements and insurance contracts or other financing arrangements.
If a vessel does not maintain its class and/or fails any annual survey, intermediate survey or special survey, the vessel will be unable to trade between ports and will be unemployable; we would then be in violation of covenants in our loan agreements and insurance contracts or other financing arrangements. This would adversely impact our operations and revenues.
Our inability to obtain additional financing, or 24 Table of Contents obtain financing at a higher than anticipated cost may materially affect our results of operation and our ability to implement our business strategy.
Our inability to obtain additional financing, or obtain financing at a higher than anticipated cost may materially affect our results of operation and our ability to implement our business strategy.
Risks Related To Our Business • The small size of our fleet and any limitation in the availability or operation of these vessels could have a material adverse effect on our business, results of operations and financial condition. • We are dependent on the ability and willingness of our charterers to honor their commitments to us for all our revenues . • We are exposed to the volatile spot market and charters at attractive rates may not be available when the charters for our vessels expire which would have an adverse impact on our revenues and financial condition. • Our fleet’s average age is above the average age of the global tanker fleet and only slightly below the average age of the global drybulk carrier fleet, and as our vessels age we may have difficulty competing with younger, more technologically advanced tankers for charters from oil majors and other top-tier charterers. • Unless we set aside reserves for vessel replacement, at the end of a vessel’s useful life, our revenue will decline, which would adversely affect our cash flows and income. • We depend upon a few significant customers for a large part of our revenues.
Risks Related To Our Business • We are dependent on the ability and willingness of our charterers to honor their commitments to us for all our revenues . • We are exposed to the volatile spot market and charters at attractive rates may not be available when the charters for our vessels expire which would have an adverse impact on our revenues and financial condition. • Our fleet’s average age is above the average age of the global tanker fleet and only slightly below the average age of the global drybulk carrier fleet, and as our vessels age we may have difficulty competing with younger, more technologically advanced tankers for charters from oil majors and other top-tier charterers. • Unless we set aside reserves for vessel replacement, at the end of a vessel’s useful life, our revenue will decline, which would adversely affect our cash flows and income. • We depend upon a few significant customers for a large part of our revenues.
In an inflationary environment such as the current economic environment and depending on the tanker and drybulk industries specific conditions and market cycles, we may be unable to raise our charter rates enough to offset the increasing costs of our operations, which would decrease our profit margins.
In an intense inflationary environment and depending on the tanker and drybulk industries specific conditions and market cycles, we may be unable to raise our charter rates enough to offset the increasing costs of our operations, which would decrease our profit margins.
In addition, 41 Table of Contents since the securities have no stated maturity date, investors seeking liquidity will be limited to selling their shares in the secondary market absent redemption by us.
In addition, since the securities have no stated maturity date, investors seeking liquidity will be limited to selling their shares in the secondary market absent redemption by us.
During 2021, 2022 and 2023, we experienced moderate inflationary cost increases in vessel operating expenses mainly in spares and stores, before such cost increases peaked in late 2022 and followed a slower growth in 2023.
During 2022, 2023 and 2024, we experienced moderate inflationary cost increases in vessel operating expenses mainly in spares, stores and maintenance costs, before such cost increases peaked in late 2022 and followed a slower growth in 2023 and 2024.
Moreover, to the extent that we issue restricted stock units, stock appreciation rights, options or warrants to purchase our common stock in the future and those stock appreciation rights, options or warrants are exercised or as the restricted stock units vest, our stockholders may experience further dilution.
Moreover, to the extent that we issue restricted stock units, stock appreciation rights, options or any additional warrants to purchase our common stock in the future or the exercise of the existing warrants to purchase common stock and those stock appreciation rights, options are exercised or as the restricted stock units vest, our stockholders may experience further dilution.
Factors that influence demand for drybulk vessel capacity include: • demand for and production of drybulk products; • supply of and demand for energy resources and commodities; • global and regional economic and political conditions, including weather, natural or other disasters (such as the COVID-19 pandemic), armed conflicts (including the conflicts in Ukraine and Gaza and Houthi attacks in the Red Sea and Gulf of Aden), terrorist activities and strikes; • environmental and other regulatory developments; • the location of regional and global exploration, production and manufacturing facilities of the sourcing materials and the distance drybulk cargoes are to be moved by sea; • changes in seaborne and other transportation patterns including shifts in the location of consuming regions for energy resources, commodities, and transportation demand for drybulk transportation; • international sanctions, embargoes, import and export restrictions, nationalizations and wars, including the conflict in Ukraine and Gaza; • natural disaster and weather; • trade disputes or the imposition of tariffs on various commodities or finished goods tariffs on imports and exports that could affect the international trade; and • currency exchange rates.
Factors that influence demand for drybulk vessel capacity include: • demand for and production of drybulk products; • supply of and demand for energy resources and commodities; • global and regional economic and political conditions, including weather, natural or other disasters, armed conflicts (including the conflicts in Ukraine and Gaza and Houthi attacks in the Red Sea and Gulf of Aden), terrorist activities and strikes; • environmental and other regulatory developments; • the location of regional and global exploration, production and manufacturing facilities of the sourcing materials and the distance drybulk cargoes are to be moved by sea; • changes in seaborne and other transportation patterns including shifts in the location of consuming regions for energy resources, commodities, and transportation demand for drybulk transportation; • international sanctions, embargoes, import and export restrictions, including tariffs imposed by the U.S. and other countries, nationalizations and wars, including the conflict in Ukraine and Gaza; • natural disaster and weather; • trade disputes or the imposition of tariffs, including those imposed by the United States or other countries, on various commodities that could affect the international trade; and • currency exchange rates.
For example, in 2023 our tanker vessels made 26 voyages carrying cargoes originating in the Russian ports of St. Petersburg and Ust-Luga, for which 3.7% of our fleet calendar days were spent in these Russian ports, and may from time to time in the future carry cargoes originating in Russia, Ukraine or sanctioned countries.
For example, in 2024 our tanker vessels made 14 voyages carrying cargoes originating in the Russian ports of St. Petersburg and Ust-Luga, for which 1.1% of our fleet calendar days were spent in these Russian ports, and may from time to time in the future carry cargoes originating in Russia, Ukraine or sanctioned countries.
This would adversely impact our operations and revenues. 16 Table of Contents Changes in fuel, or bunker, prices may adversely affect profits. While we do not bear the cost of fuel or bunkers under time and bareboat charters, fuel is a significant expense in our shipping operations when vessels are deployed under spot charters.
Changes in fuel, or bunker, prices may adversely affect profits. While we do not bear the cost of fuel or bunkers under time and bareboat charters, fuel is a significant expense in our shipping operations when vessels are deployed under spot charters.

… 152 more changes not shown on this page.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

83 edited+16 added−8 removed244 unchanged
Imperial Petroleum Inc. was incorporated under the laws of the Republic of the Marshall Islands on May 14, 2021, by StealthGas Inc. to serve as the holding company of four subsidiaries, each owning one of the tanker vessels in our initial fleet, that it subsequently contributed to us in connection with the Spin-Off.
Imperial Petroleum Inc. was incorporated under the laws of the Republic of the Marshall Islands on May 14, 2021, by StealthGas Inc. to serve as the holding company of four subsidiaries, each owning one of the tanker vessels in our initial fleet, that it subsequently contributed to us in connection with the 2021 Spin-Off.
Other ECAs may be designated, and the jurisdictions in which our vessels operate may adopt more stringent emission standards independent of IMO.
Other ECAs may be designated, and the jurisdictions in which our vessels operate may adopt more stringent emission standards independent of IMO.
While we believe that our present insurance coverage is adequate, not all risks can be insured, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates.
While we believe that our present insurance coverage is adequate, not all risks can be insured, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates.
Dry-BMS (RightShip Standards) This program is designed to allow ship managers to measure their SMS against agreed industry standards, with the aim of improving fleet performance and risk management. This will ensure that policies align with the industry’s best practice to both advance our vessels’ performance and attain high standards of health, safety, security and pollution prevention.
Dry-BMS (RightShip Standards) This program is designed to allow ship managers to measure their Safety Management System (SMS) against agreed industry standards, with the aim of improving fleet performance and risk management. This will ensure that policies align with the industry’s best practice to both advance our vessels’ performance and attain high standards of health, safety, security and pollution prevention.
If we commit vessels to period charters, future spot market rates may be higher or lower than those rates at which we have period chartered our vessels. In formulating our chartering strategy, we evaluate past, present and future performance of the freight markets and balance the mix of our chartering arrangements in order to achieve optimal results for the fleet.
If we commit vessels to period charters, future spot market rates may be higher or lower than those rates at which we have period chartered our vessels. 47 In formulating our chartering strategy, we evaluate past, present and future performance of the freight markets and balance the mix of our chartering arrangements in order to achieve optimal results for the fleet. .
Effective November 12, 2019, the OPA liability is limited to the greater of $1,200 per gross ton or $997,100 for non tank vessels, subject to adjustment by the USCG for inflation every three years. On December 23, 2022, the USCG again adjusted those limits to the greater of $1,300 per gross ton or $1,076,000 per non-tank vessel.
Effective November 12, 2019, the OPA liability is limited to the greater of $1,200 per gross ton or $997,100 for non tank vessels, subject to adjustment 52 by the USCG for inflation every three years. On December 23, 2022, the USCG again adjusted those limits to the greater of $1,300 per gross ton or $1,076,000 per non-tank vessel.
These entities include the local port authorities (United States Coast Guard (the “USCG”), harbor master or equivalent), classification societies, flag state administration (country of registry), charterers and particularly terminal operators. Certain of these entities require us to obtain permits, licenses, certificates and financial assurances for the operation of our vessels.
These entities include the local port authorities (United States Coast Guard (the “USCG”), harbor master or equivalent), classification societies, flag state administration (country of registry), charterers and 48 particularly terminal operators. Certain of these entities require us to obtain permits, licenses, certificates and financial assurances for the operation of our vessels.
Vessels trading in states that are parties to the CLC must provide evidence of insurance covering the liability of the owner. In jurisdictions where the CLC has not been adopted, various legislative schemes or common law regimes govern, and liability is imposed either on the basis of fault or in a manner similar to that convention.
Vessels trading in states that are parties to the CLC must provide evidence of insurance covering the liability of the owner. In jurisdictions where the CLC has not been adopted, various legislative schemes or common law regimes govern, and liability is imposed either on the basis of fault or in a 50 manner similar to that convention.
Environmental Regulations—Other Environmental Initiatives The EU has adopted legislation that: (1) requires member states to refuse access to their ports to certain sub-standard vessels, according to vessel type, flag and number of previous detentions; (2) creates an obligation on member states to inspect at least 25% of vessels using their ports annually and provides for increased surveillance of vessels posing a high risk to maritime safety or the marine environment; (3) provides 53 Table of Contents the EU with greater authority and control over classification societies, including the ability to seek to suspend or revoke the authority of negligent societies; and (4) requires member states to impose criminal sanctions for certain pollution events, such as the unauthorized discharge of tank washings.
Environmental Regulations—Other Environmental Initiatives The EU has adopted legislation that: (1) requires member states to refuse access to their ports to certain sub-standard vessels, according to vessel type, flag and number of previous detentions; (2) creates an obligation on 53 member states to inspect at least 25% of vessels using their ports annually and provides for increased surveillance of vessels posing a high risk to maritime safety or the marine environment; (3) provides the EU with greater authority and control over classification societies, including the ability to seek to suspend or revoke the authority of negligent societies; and (4) requires member states to impose criminal sanctions for certain pollution events, such as the unauthorized discharge of tank washings.
The EPA has issued a finding that greenhouse gas emissions endanger the public health and safety and has adopted regulations under the Clean Air Act to limit emissions of greenhouse gases from certain mobile sources and proposed regulations to limit greenhouse gas emissions from large stationary sources, although the mobile source regulations do not apply to greenhouse gas emissions from vessels.
The EPA has issued a finding that greenhouse gas emissions endanger the public health and safety and has 56 adopted regulations under the Clean Air Act to limit emissions of greenhouse gases from certain mobile sources and proposed regulations to limit greenhouse gas emissions from large stationary sources, although the mobile source regulations do not apply to greenhouse gas emissions from vessels.
Ownership of medium range product tankers and crude oil tankers capable of transporting crude oil and refined petroleum products, such as gasoline, diesel, fuel oil and jet fuel, as well as edible oils and chemicals, is highly diversified and is divided among many independent tanker owners.
Ownership of medium range product tankers and crude oil tankers capable of transporting crude oil and refined petroleum products, such as gasoline, diesel, fuel oil and jet fuel, as well as edible oils and chemicals, is 60 highly diversified and is divided among many independent tanker owners.
These amendments require ships to improve their energy efficiency with a view to reducing their greenhouse gas emissions, with a particular focus on carbon emissions, both through changes in technical specifications as well as in modifications in vessels’ operational parameters.
These amendments require ships to improve their energy efficiency with a view to reducing their greenhouse gas emissions, with a particular focus on carbon emissions, both through changes in technical specifications as well 49 as in modifications in vessels’ operational parameters.
The volume and pattern of trade in a small number of commodities (major bulks) affect demand for larger vessels. Therefore, charter rates and vessel values of larger vessels often show greater volatility. Conversely, trade in a greater number of commodities (minor bulks) drives demand for smaller drybulk vessels.
The volume and pattern of trade in a small number of commodities (major bulks) affect demand 64 for larger vessels. Therefore, charter rates and vessel values of larger vessels often show greater volatility. Conversely, trade in a greater number of commodities (minor bulks) drives demand for smaller drybulk vessels.
It is relatively inexpensive and widely available, but it is ‘dirty’ from an environmental point of view. The sulfur content of HFO consumed by ships has been about 3.5% until the end of 2019.
It is relatively 62 inexpensive and widely available, but it is ‘dirty’ from an environmental point of view. The sulfur content of HFO consumed by ships has been about 3.5% until the end of 2019.
Our common stock currently trade on the Nasdaq Capital Market under the symbol “IMPP” and our Series A Preferred Stock currently trade on the Nasdaq Capital Market under the symbol “IMPPP.” On February 2, 2022, we completed an underwritten public offering of 736,000 units for $18.75 per unit, each unit consisting of (i) one share of common stock of the Company and (ii) fifteen Class A Warrant (a “Class A Warrant”) to purchase one share of common stock at an exercise price of $18.75 per share.
Our common stock currently trades on the Nasdaq Capital Market under the symbol “IMPP” and our Series A Preferred Stock currently trades on the Nasdaq Capital Market under the symbol “IMPPP.” On February 2, 2022, we completed an underwritten public offering of 736,000 units for $18.75 per unit, each unit consisting of (i) one share of common stock of the Company and (ii) fifteen Class A Warrant (a “Class A Warrant”) to purchase one share of common stock at an exercise price of $18.75 per share.
Upon consummation of the Spin-Off, the Company and StealthGas became independent publicly traded companies with separate boards of directors and management, although some of the directors and officers of the Company hold similar positions at StealthGas.
Upon consummation of the 2021 Spin-Off, the Company and StealthGas became independent publicly traded companies with separate boards of directors and management, although some of the directors and officers of the Company hold similar positions at StealthGas.
Hull and Machinery Insurance We have in place Fleet Marine Hull and Machinery and Fleet War Risk insurance policies, providing cover for particular damage to the vessel, salvage and towage costs following a casualty as well as for vessel Actual or Constructive Total Loss, subject to a deductible of $150,000 or $200,000 (depending on the ship) per incident. 59 Table of Contents We also maintain Increased Value insurance.
Hull and Machinery Insurance We have in place Fleet Marine Hull and Machinery and Fleet War Risk insurance policies, providing cover for particular damage to the vessel, salvage and towage costs following a casualty as well as for vessel Actual or Constructive Total Loss, subject to a deductible of $150,000 or $200,000 (depending on the ship) per incident. 59 We also maintain Increased Value insurance.
The average age of our tankers is above the average age of the global tanker fleet and the average age of our drybulk carriers is only somewhat lower than the average date of the global drybulk carrier fleet, and as our vessels age we may have difficulty competing with younger, more technologically advanced tankers for charters from oil majors and other top-tier charterers and more technologically advanced drybulk carriers for charters from major industrial users, commodity producers and traders and other top-tier charterers.
The average age of our tankers is above the average age of the global tanker fleet and the average age of our drybulk carriers is only lower than the average age of the global drybulk carrier fleet, and as our vessels age we may have difficulty competing with younger, more technologically advanced tankers for charters from oil majors and other top-tier charterers and more technologically advanced drybulk carriers for charters from major industrial users, commodity producers and traders and other top-tier charterers.
However, the impact of such regulations is difficult to predict at this time. 57 Table of Contents Vessel Security Regulations Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the Maritime Transportation Security Act of 2002 “MTSA”) came into effect in the United States.
However, the impact of such regulations is difficult to predict at this time. 57 Vessel Security Regulations Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the Maritime Transportation Security Act of 2002 “MTSA”) came into effect in the United States.
On February 14, 2023, we entered into agreements to acquire two handysize drybulk carriers, built in Japan at Nakai Zosen in 2012 and at Shin Kurushima Onishi in 2013 respectively, with an aggregate capacity of approximately 71,000 dwt, from entities affiliated with our Chief Executive Officer, for aggregate cash consideration of $25.5 million and 13,875 shares of Series C Cumulative Convertible Perpetual Preferred Stock (the “Series C Convertible Preferred Stock”).
On February 14, 2023, we entered into agreements to acquire two handysize drybulk carriers, the Glorieuse built in Japan at Nakai Zosen in 2012 and the Eco Wildfire built in Shin Kurushima Onishi in 2013 respectively, with an aggregate capacity of approximately 71,000 dwt, from entities affiliated with our Chief Executive Officer, for aggregate cash consideration of $25.5 million and 13,875 shares of Series C Cumulative Convertible Perpetual Preferred Stock (the “Series C Convertible Preferred Stock”).
On June 21, 2023, we completed the spin-off of our previously wholly-owned subsidiary, C3is Inc., the holding company for two drybulk carriers, the Eco Angelbay and the Eco Bushfire , each with an aggregate capacity of 64,000 dwt.
On June 21, 2023, we completed the spin-off (the “Spin-off) of our previously wholly-owned subsidiary, C3is Inc., the holding company for two drybulk carriers, the Eco Angelbay and the Eco Bushfire , with an aggregate capacity of 64,000 dwt.
Classification and Inspection All our vessels are certified as being “in class” by a classification society member of the International Association of Classification Societies such as Lloyds Register of Shipping and Bureau Veritas, Registro Italiano 58 Table of Contents Navale (Rina) and American Bureau of Shipping (ABS).
Classification and Inspection All our vessels are certified as being “in class” by a classification society member of the International Association of Classification Societies such as Lloyds Register of Shipping and Bureau Veritas, Registro Italiano 58 Navale (Rina) and American Bureau of Shipping (ABS).
We believe that our protection and indemnity insurance will cover any liability under the CLC. 50 Table of Contents In 2001, the IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (the “Bunker Convention”), which imposes strict liability on ship owners for pollution damage caused by discharges of bunker oil in jurisdictional waters of ratifying states.
We believe that our protection and indemnity insurance will cover any liability under the CLC. In 2001, the IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (the “Bunker Convention”), which imposes strict liability on ship owners for pollution damage caused by discharges of bunker oil in jurisdictional waters of ratifying states.
The EU ETS now applies to all voyages by vessels 5,000 gross tonnage and above that start or finish within the EU. It requires vessel operators to purchase allowances that correspond to the emissions covered by the system. The scheme phased in for CO 2 in 2024, and will phase in for methane and nitrous oxide in 2026.
The EU ETS now applies to all voyages by vessels 5,000 gross tonnage and above that start or finish within the EU. It requires vessel operators to purchase allowances that correspond to the emissions covered by the system. The scheme phased in for CO2 in 2024, and will phase in for methane and nitrous oxide in 2026.
We believe that the heightened level of environmental and quality concerns among insurance underwriters, regulators and charterers is leading to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasing environmental concerns have created 48 Table of Contents a demand for vessels that conform to the stricter environmental standards.
We believe that the heightened level of environmental and quality concerns among insurance underwriters, regulators and charterers is leading to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasing environmental concerns have created a demand for vessels that conform to the stricter environmental standards.
The failure of a ship owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, decrease available insurance 51 Table of Contents coverage for the affected vessels and result in a denial of access to, or detention in, certain ports. Currently, each of the vessels in our fleet is ISM code-certified.
The failure of a ship owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, decrease available insurance coverage for the affected vessels and result in a denial of access to, or detention in, certain ports. Currently, each of the vessels in our fleet is ISM code-certified.
In January 2024, the EU ETS was extended to cover CO 2 emissions from all large ships (of 5,000 gross tonnage and above) entering EU ports, and will apply to methane and nitrous oxide emissions beginning in 2026. Shipping companies will need to buy allowances that correspond to the emissions covered by the system.
In January 2024, the EU ETS was extended to cover CO2 emissions from all large ships (of 5,000 gross tonnage and above) entering EU ports, and will apply to methane and nitrous oxide emissions beginning in 2026. Shipping companies will need to buy allowances that correspond to the emissions covered by the system.
Any passage of climate control initiatives by 56 Table of Contents the IMO, the EU or the individual countries in which we operate that limit greenhouse gas emissions from vessels could require us to limit our operations or make significant financial expenditures that we cannot predict with certainty at this time.
Any passage of climate control initiatives by the IMO, the EU or the individual countries in which we operate that limit greenhouse gas emissions from vessels could require us to limit our operations or make significant financial expenditures that we cannot predict with certainty at this time.
Class D Warrants exercisable for a total of 173,334 shares of common stock, with an exercise of $12.00 per share, remained outstanding as of April 1, 2024. Under our at-the-market (“ATM”) program with Maxim Group LLC and Virtu Americas LLC, which we entered into in December 2022, we sold 3,385,342 shares of common stock for gross proceeds of $12,522,156.
Class D Warrants exercisable for a total of 173,334 shares of common stock, with an exercise of $12.00 per share, remained outstanding as of April 15, 2025. Under our at-the-market (“ATM”) program with Maxim Group LLC and Virtu Americas LLC, which we entered into in December 2022, we sold 3,385,342 shares of common stock for gross proceeds of $12,522,156.
Effective March 23, 2023, the current limits of OPA liability for double-hulled tank vessels larger than 3,000 gross tons are the greater of $2,500 per gross ton or 52 Table of Contents $21,521,000, subject to adjustment for inflation by the USCG every three years.
Effective March 23, 2023, the current limits of OPA liability for double-hulled tank vessels larger than 3,000 gross tons are the greater of $2,500 per gross ton or $21,521,000, subject to adjustment for inflation by the USCG every three years.
Related Party Transactions—Office Space.” Item 4A. Unresolved Staff Comments None.
Related Party Transactions—Office Space.” 65 Item 4A. Unresolved Staff Comments None.
See Note 15 “Commitments and Contingencies” to the audited financial statements included elsewhere in this report. Properties Other than our vessels, we do not own any material property. C. Organizational Structure As of April 1, 2024, we were the sole owner of all the outstanding shares of the subsidiaries listed in Exhibit 8. D.
See Note 16 “Commitments and Contingencies” to the audited financial statements included elsewhere in this report. Properties Other than our vessels, we do not own any material property. C. Organizational Structure As of April 15, 2025, we were the sole owner of all the outstanding shares of the subsidiaries listed in Exhibit 8. D.
We also issued underwriter warrants to the representative of the underwriters to purchase up to an aggregate of 36,800 shares of common stock at an exercise price of $20.625 per share. As of April 1, 2024, Class A Warrants had been exercised for 733,133 shares of our common stock, resulting in proceeds to us of $13,746,250.
We also issued underwriter warrants to the representative of the underwriters to purchase up to an aggregate of 36,800 shares of common stock at an exercise price of $20.625 per share. As of April 15, 2025, Class A Warrants had been exercised for 733,133 shares of our common stock, resulting in proceeds to us of $13,746,250.
On June 22, 2022, the European Union revised proposed amendments to regulation 2015/757. 54 Table of Contents On September 16, 2020, the European Parliament voted in favor of amending the EU MRV Regulation to require shipping companies to reduce on a linear basis their annual average CO 2 emissions relative to transport work for all their ships by at least 40% by 2030, with penalties for non-compliance.
On June 22, 2022, the European Union revised proposed amendments to regulation 2015/757. 54 On September 16, 2020, the European Parliament voted in favor of amending the EU MRV Regulation to require shipping companies to reduce on a linear basis their annual average CO2 emissions relative to transport work for all their ships by at least 40% by 2030, with penalties for non-compliance.
Many oil companies and other oil trading companies, the principal charterers of our product tankers and crude oil tankers, also operate their own vessels and transport oil for themselves and third-party charterers in direct competition with independent owners 60 Table of Contents and operators.
Many oil companies and other oil trading companies, the principal charterers of our product tankers and crude oil tankers, also operate their own vessels and transport oil for themselves and third-party charterers in direct competition with independent owners and operators.
Under our management agreement with Stealth Maritime, which we entered into in conjunction with the Spin-Off, we pay Stealth Maritime a fixed management fee of $440 per vessel operating under a voyage 46 Table of Contents or time charter per day on a monthly basis in advance, pro-rated for the calendar days we own the vessels.
Under our management agreement with Stealth Maritime, which we entered into in conjunction with the 2021 Spin-Off, we pay Stealth Maritime a fixed management fee of $440 per vessel operating under a voyage or time charter per day on a monthly basis in advance, pro-rated for the calendar days we own the vessels.
Demand for drybulk vessel capacity is also affected by the operating efficiency of the global fleet, with port congestion, which has been a feature of the market since 2004, absorbing tonnage and therefore leading to a tighter balance between supply and demand.
Demand for drybulk vessel capacity is also affected by the operating efficiency of the global fleet, with port congestion, which has been a feature of the market to greater or lesser degrees since 2004, absorbing tonnage and therefore leading to a tighter balance between supply and demand.
On September 7, 2023, we announced that our Board of Directors had authorized the repurchase of up to $10,000,000 of shares of our common stock. As of April 1, 2024, 4,251,884 shares of common stock had been repurchased for an aggregate of $8.4 million (excluding commissions), with the average purchase price of $1.97 per share.
On September 7, 2023, we announced that our Board of Directors had authorized the repurchase of up to $10,000,000 of shares of our common stock. As of April 15, 2025, 4,251,883 shares of common stock had been repurchased for an aggregate of $8.4 million (excluding commissions), with the average purchase price of $1.97 per share.
As of April 1, 2024, Class C Warrants had been exercised for an aggregate of 357,167 shares of our common stock, resulting in gross proceeds to us of $2,946,625, and we had repurchased Class C Warrants exercisable for an aggregate of 3,871,323 shares of common stock.
As of April 15, 2025, Class C Warrants had been exercised for an aggregate of 357,167 shares of our common stock, resulting in gross proceeds to us of $2,946,625, and we had repurchased Class C Warrants exercisable for an aggregate of 3,871,323 shares of common stock.
Class C Warrants exercisable for a total of 1,347,267 shares of common stock, with an exercise of $8.25 per share, remained outstanding as of April 1, 2024.
Class C Warrants exercisable for a total of 1,347,267 shares of common stock, with an exercise of $8.25 per share, remained outstanding as of April 15, 2025.
We retain an interest in C3is Inc. through our ownership of Series A Convertible Preferred Stock of C3is Inc., with an aggregate liquidation preference of $15,000,000, which is currently convertible into common stock of C3is Inc., at a conversion price of $0.03241 per share.
We retain an interest in C3is Inc. through our ownership of Series A Convertible Preferred Stock of C3is Inc., with an aggregate liquidation preference of $15,000,000, which is currently convertible into common stock of C3is Inc., at a conversion price of $3.0391 per share.
In the drybulk sector we currently compete primarily with other owners of drybulk vessels, many of which may have more resources than us and may operate vessels that are newer, and therefore more attractive to charterers than vessels we may operate. We currently compete primarily with owners of drybulk vessels in the handymax and handysize class sizes.
In the drybulk sector we currently compete primarily with other owners of drybulk vessels, many of which may have more resources than us and may operate vessels that are newer, and therefore more attractive to charterers than vessels we may operate.
A list of our subsidiaries, including their respective jurisdiction of incorporation, as of April 1, 2024, all of which are wholly-owned by us other is set forth in Exhibit 8 to this Annual Report on Form 20-F. B.
A list of our subsidiaries, including their respective jurisdiction of incorporation, as of April 15, 2025, all of which are wholly-owned by us other is set forth in Exhibit 8 to this Annual Report on Form 20-F. 45 B.
Class A Warrants exercisable for a total of 2,867 shares of common stock, with an exercise price of $18.75 per share, remained outstanding as of April 1, 2024.
Class A Warrants exercisable for a total of 2,867 shares of common stock, with an exercise price of $18.75 per share, remained outstanding as of April 15, 2025.
Only the largest ports around the world possess the infrastructure to accommodate vessels of this size. Capesize vessels are primarily used to transport iron ore or coal and, to a much lesser extent, grains, primarily on long-haul routes. Panamax . Panamax vessels have a carrying capacity of between 60,000 and 100,000 dwt.
Only the largest ports around the world possess the infrastructure to accommodate vessels of this size. Capesize vessels are primarily used to transport iron ore, bauxite or coal and, to a much lesser extent, grains, primarily on long-haul routes. Kamsarmax . Kamsarmax vessels have a carrying capacity of around 80,000 dwt.
Business Overview Our fleet consists of (1) six MR refined petroleum product tankers that carry refined petroleum products such as gasoline, diesel, fuel oil and jet fuel, as well as edible oils and chemicals, (2) one aframax tanker and two suezmax tankers that carry crude oil and (3) two handysize drybulk carriers that transport major bulks such as iron ore, coal and grains, and minor bulks such as bauxite, phosphate and fertilizers.
Business Overview As of April 15, 2025, our fleet consists of (1) seven MR refined petroleum product tankers that carry refined petroleum products such as gasoline, diesel, fuel oil and jet fuel, as well as edible oils and chemicals, (2) two suezmax tankers that carry crude oil and (3) three handysize drybulk carriers that transport major bulks such as iron ore, coal and grains, and minor bulks such as bauxite, phosphate and fertilizers.
As of April 1, 2024, we owned and operated a fleet of six medium range (“MR”) refined petroleum product tankers that carry refined petroleum products such as gasoline, diesel, fuel oil and jet fuel, as well as edible oils and chemicals, one aframax tanker and two suezmax tankers that carry crude oil and two handysize drybulk carriers that transport major bulks such as iron ore, coal and grains, and minor bulks such as bauxite, phosphate and fertilizers.
As of April 15, 2025, we owned and operated a fleet of seven medium range (“MR”) refined petroleum product tankers that carry refined petroleum products such as gasoline, diesel, fuel oil and jet fuel, as well as edible oils and chemicals, two suezmax tankers that carry crude oil, and three handysize drybulk carriers that transport major bulks such as iron ore, coal and grains, and minor bulks such as bauxite, phosphate and fertilizers.
The cyclicality of charter rates is also reflected in vessel values. 63 Table of Contents The Drybulk Shipping Industry The global drybulk vessel fleet is divided into four principal categories based on a vessel’s carrying capacity. These categories are: Capesize. Capesize vessels have a carrying capacity of exceeding 100,000 dwt.
The cyclicality of charter rates is also reflected in vessel values. The Drybulk Shipping Industry The global drybulk vessel fleet is divided into four principal categories based on a vessel’s carrying capacity. These categories are: Capesize. Capesize vessels have a carrying capacity of exceeding 100,000 dwt but normally are 160,000 to 185,000 dwt.
Our telephone number from the United States is 011 30 210 625 0001. Our website address is www.imperialpetro.com. The information contained on or linked to from our website is not incorporated herein by reference. Our company operates through a number of subsidiaries which directly own the vessels in our fleet.
Our website address is www.imperialpetro.com. The information contained on or linked to from our website is not incorporated herein by reference. Our company operates through a number of subsidiaries which directly own the vessels in our fleet.
As described above, following a July 14, 2021 European Commission proposal, the European Parliament voted to include CO 2, methane (NH 4 ) and nitrous oxide (N 2 O) emissions from shipping within the EU’s Emissions Trading Scheme. The proposal was adopted in May 2023, and became effective January 1, 2024.
As described above, following a July 14, 2021 European Commission proposal, the European Parliament voted to include CO2, methane (NH4) and nitrous oxide (N2O) emissions from shipping within the EU’s Emissions Trading Scheme. The proposal was adopted in May 2023, and became effective January 1, 2024.
The remaining balance bears interest at an implicit rate of 8.1% per annum and is payable in July 2024. 44 Table of Contents On August 11, 2023, we entered into a securities purchase agreement with institutional investors, pursuant to which we agreed to issue and sell, in a registered direct offering 8,499,999 units, each unit consisting of one share of common stock, or one pre-funded warrant to purchase a Common Share at an exercise price of $0.01 per Common Share in lieu of one Common Share, and one Class E Warrant to purchase one Common Share, at an exercise price of $2.00 per Common Share, at a purchase price of $2.00 per Unit including a Common Share and Class E Warrant and a purchase price of $1.99 per Unit including a Pre-Funded Warrant and Class E Warrant.
On August 11, 2023, we entered into a securities purchase agreement with institutional investors, pursuant to which we agreed to issue and sell, in a registered direct offering 8,499,999 units, each unit consisting of one share of common stock, or one pre-funded warrant to purchase a Common Share at an exercise price of $0.01 per Common Share in lieu of one Common Share, and one Class E Warrant to purchase one Common Share, at an exercise price of $2.00 per Common Share, at a purchase price of $2.00 per Unit including a Common Share and Class E Warrant and a purchase price of $1.99 per Unit including a Pre-Funded Warrant and Class E Warrant.
The total cargo carrying capacity of our eleven-vessel fleet is 791,000 dwt. We are managed by Stealth Maritime, a privately owned company controlled by the Vafias Group, which has been active in shipping for over 50 years and is controlled by the Vafias family, of which Harry Vafias, our Chief Executive Officer, is a member.
We are managed by Stealth Maritime, a privately owned company controlled by the Vafias Group, which has been active in shipping for over 50 years and is controlled by the Vafias family, of which Harry Vafias, our Chief Executive Officer, is a member.
Under the current structure, clubs’ contributions to claims in the lower pool layer i.e from $10 million to $30 million are assessed on a tripartite formula which takes account of each club’s contributing tonnage, premium and claims record.
The Pool provides a mechanism for sharing all claims in excess of US$10 million up to, approximately US$3.1 billion. Under the current structure, clubs’ contributions to claims in the lower pool layer i.e from $10 million to $30 million are assessed on a tripartite formula which takes account of each club’s contributing tonnage, premium and claims record.
The amended MARPOL provisions and the rules proposed by the USCG to implement them, in addition to any other new or more stringent air emission regulations which may be adopted, could require significant capital expenditures to retrofit vessels and could otherwise increase our investment and operating costs. 49 Table of Contents As of April 1, 2024, nine of our eleven vessels have ballast water treatment systems installed.
The amended MARPOL provisions and the rules proposed by the USCG to implement them, in addition to any other new or more stringent air emission regulations which may be adopted, could require significant capital expenditures to retrofit vessels and could otherwise increase our investment and operating costs.
Class B Warrants exercisable for a total of 786,800 Class B Warrants, with an exercise of $24.00 per share, remained outstanding as of April 1, 2024. 43 Table of Contents In May 2022, we completed an underwritten public offering, including the full exercise of the underwriter’s overallotment option, of 5,575,757 units for $8.25 per unit, each unit consisting of (i) one share of common stock of the Company and (ii) fifteen Class C Warrant to purchase one share of common stock at an exercise price of $8.25 per share.
In May 2022, we completed an underwritten public offering, including the full exercise of the underwriter’s overallotment option, of 5,575,757 units for $8.25 per unit, each unit consisting of (i) one share of common stock of the Company and (ii) fifteen Class C Warrant to purchase one share of common stock at an exercise price of $8.25 per share.
In some port cities, such as Hong Kong, shipping is the largest single source of SO2 emissions, as well as emissions of particulate matter (PM), which are directly tied to the sulfur content of the fuel.
In some port cities, such as Hong Kong, shipping is the largest single source of SO2 emissions, as well as emissions of particulate matter (PM), which are directly tied to the sulfur content of the fuel. One estimate suggests that PM emissions from maritime shipping led to 87,000 premature deaths worldwide in 2012.
Payment of 10% of the purchase price was effected at the time of delivery, with the remaining balance due no later than one year after delivery of the vessel, which took place on July 14, 2023.
Payment of 10% of the purchase price was effected at the time of delivery, with the remaining balance due no later than one year after delivery of the vessel, which took place on 44 July 14, 2023. The remaining balance bore interest at an implicit rate of 8.1% per annum and was collected in July 2024.
Administrative functions include, but are not limited to accounting, back-office, reporting, legal and secretarial services. In addition, Stealth Maritime provides services for the chartering of our vessels and monitoring thereof, freight collection, and sale and purchase. For our drybulk vessels, Stealth Maritime subcontracts these services to its affiliate Brave Maritime.
In addition, Stealth Maritime provides services for the chartering of our vessels and monitoring thereof, freight collection, and sale and purchase. For our drybulk vessels, Stealth Maritime subcontracts these services to its affiliate Brave Maritime.
However, because demand for larger drybulk vessels is affected by the volume and pattern of trade in a relatively small number of commodities, charter hire rates (and vessel values) of larger ships tend to be more volatile than those for smaller vessels. 64 Table of Contents In the time charter market, rates vary depending on the length of the charter period and vessel specific factors such as age, speed and fuel consumption.
However, because demand for larger drybulk vessels is affected by the volume and pattern of trade in a relatively small number of commodities, charter hire rates (and vessel values) of larger ships tend to be more volatile than those for smaller vessels.
Moreover, in 2023 imports of clean products reached 807.1 million tons marking a 3.3% year on year decline while exports of clean products reached 797.3 million tons marking a 5.4% year on year decline. Crude oil is transported in uncoated vessels, which range upwards in size from 55,000 dwt.
In 2024 global exports of clean products reached 17 million barrels per day, marking a 1.4% year-on-year decline. Crude oil is transported in uncoated vessels, which range upwards in size from 55,000 dwt.
Compliance with the EPA and USCG ballast water management regulations could require the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements at potentially substantial cost, or may otherwise restrict our vessels from entering United States waters. 55 Table of Contents Climate Control Initiatives Although the Kyoto Protocol requires adopting countries to implement national programs to reduce emissions of greenhouse gases, emissions of greenhouse gases from international shipping are not currently subject to the Kyoto Protocol.
Compliance with the EPA and USCG ballast water management regulations could require the installation of equipment on our vessels to treat ballast water 55 before it is discharged or the implementation of other port facility disposal arrangements at potentially substantial cost, or may otherwise restrict our vessels from entering United States waters.
We will deploy our fleet on a mix of period charters, including time and bareboat charters which can last up to twelve years, and spot market charters, which generally last from one to six months, according to our assessment of market conditions.
We will deploy our fleet on a mix of period charters, including time and bareboat charters which can last up to twelve years, and spot market charters, which generally last from one to six months, according to our assessment of market conditions. 46 Commercial and Technical Management of Our Fleet We have entered into a management agreement with Stealth Maritime, pursuant to which Stealth Maritime provides us with technical, administrative, commercial and certain other services.
The ISM Code requires ship owners and bareboat charterers to develop and maintain an extensive Safety Management System (“SMS”) that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies.
The ISM Code requires ship owners and bareboat charterers to develop and maintain an extensive Safety Management System (“SMS”) that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. 51 Vessel operators must obtain a “Safety Management Certificate” from the government of the vessel’s flag state to verify that it is being operated in compliance with its approved SMS.
Typically, periods of high charter rates result in an increased rate of new vessel ordering, often more than what the demand levels warrant; these vessels begin to be delivered eighteen months or more later when demand growth for vessels may have slowed down thus creating oversupply and quick correction of charter rates.
In the near term, supply is limited by the existing number of vessels and can only be adjusted by increasing or decreasing the operating speed of a vessel but various economic and operational factors could limit the range of such adjustments. 63 Typically, periods of high charter rates result in an increased rate of new vessel ordering, often more than what the demand levels warrant; these vessels begin to be delivered eighteen months or more later when demand growth for vessels may have slowed down thus creating oversupply and quick correction of charter rates.
Refineries underwent maintenance in the first half of 2019 to prepare for low sulfur fuel oil and MGO demand related with IMO 2020 regulations on the control of Sulphur emission, while refinery runs were lower in the second half of 2019 due to weaker economic growth. 61 Table of Contents The outbreak of COVID-19 severely affected the demand for crude oil and refined petroleum products in 2020 and 2021 as several major economies enforced lockdowns to contain the spread of the virus and mitigate the damage caused by the pandemic.
Refineries underwent maintenance in the first half of 2019 to prepare for low sulfur fuel oil and MGO demand related with 61 IMO 2020 regulations on the control of Sulphur emission, while refinery runs were lower in the second half of 2019 due to weaker economic growth.
One estimate suggests that PM emissions from maritime shipping led to 87,000 premature deaths worldwide in 2012. 62 Table of Contents Vessel chartering Product tankers and crude oil tankers are ordinarily chartered either through a voyage charter or a time charter, under a longer term contract of affreightment (“COA”) or in pools.
Vessel chartering Product tankers and crude oil tankers are ordinarily chartered either through a voyage charter or a time charter, under a longer term contract of affreightment (“COA”) or in pools.
Routes with costly ports or canals generally command higher rates than routes with low port dues and no canals to transit.
In general, a larger cargo size is quoted at a lower rate per ton than a smaller cargo size. Routes with costly ports or canals generally command higher rates than routes with low port dues and no canals to transit.
We also issued underwriter warrants to the representative of the underwriters to purchase up to an aggregate of 115,000 shares of Common stock at an exercise price of $30.00 per share. As of April 1, 2024, Class B Warrants had been exercised for an aggregate of 2,088,197 shares of our common stock, resulting in gross proceeds to us of $22,081,720.
As of April 15, 2025, Class B Warrants had been exercised for an aggregate of 2,088,197 shares of our common stock, resulting in gross proceeds to us of $22,081,720. Class B Warrants exercisable for a total of 786,800 Class B Warrants, with an exercise of $24.00 per share, remained outstanding as of April 15, 2025.
On December 6, 2023, we repurchased Class C Warrants exercisable for 2,391,323 shares of common stock and Class D Warrants exercisable for 803,333 shares of common stock for an aggregate purchase price of approximately $0.85 million. Our principal executive offices are located at 331 Kifissias Avenue, Erithrea 14561 Athens, Greece.
On December 6, 2023, we repurchased Class C Warrants exercisable for 2,391,323 shares of common stock and Class D Warrants exercisable for 803,333 shares of common stock for an aggregate purchase price of approximately $0.85 million. In April 2024, we sold the aframax tanker Gstaad Grace II for an aggregate consideration of $42 million to an unaffiliated third party.
Our business strategy is focused on providing consistent stockholder returns by carefully selecting the timing and the structure of our investments in vessels and by reliably, safely and competitively operating the vessels we own, through our affiliate, Stealth Maritime. 45 Table of Contents Our Fleet As of April 1, 2024, the profile and deployment of our fleet is the following: Name Year Built Country Built Vessel Size (dwt) Vessel Type Employment Status Daily Charter Rate Expiration of Charter(1) Tankers Magic Wand 2008 Korea 47,000 MR product tanker Spot Clean Thrasher 2008 Korea 47,000 MR product tanker Spot Clean Sanctuary (ex.
Our Fleet As of April 15, 2025, the profile and deployment of our fleet is the following: Name Year Built Country Built Vessel Size (dwt) Vessel Type Employment Status Expiration of Charter(1) Tankers Magic Wand 2008 Korea 47,000 MR product tanker Time Charter October 2025 Clean Thrasher 2008 Korea 47,000 MR product tanker Time Charter May 2025 Clean Sanctuary (ex.
Some of the areas where we usually operate are the Middle East-Far East range, the Mediterranean, North West Europe range, Africa, USA and Latin America.
Our vessels trade globally. Some of the areas where we usually operate are the Middle East-Far East range, the Mediterranean, North West Europe range, Africa, USA and Latin America. As freight rates usually vary between these areas as well as voyage and operating expenses, we evaluate such parameters when positioning our vessels for new employment.
The offering closed on August 15, 2023, and the aggregate gross proceeds to us from the offering, before placement agent fees and expenses, were $16,975,331.
The offering closed on August 15, 2023, and the aggregate gross proceeds to us from the offering, before placement agent fees and expenses, were $16,975,331. In the second and third quarter of 2024, Class E Warrants were exercised to purchase an aggregate of 4,300,000 shares of our common stock for $2.00 per share.
These responsibilities include training, compensation, transportation and additional insurance of the crew. Chartering of the Fleet We, through Stealth Maritime, manage the employment of our fleet.
Hellenic Manning Overseas Inc (HMO), formerly known as Navis Maritime Services Inc., based in Manila, is responsible for providing the crewing of our fleet, under Stealth Maritime’s technical management. These responsibilities include training, compensation, transportation and additional insurance of the crew. Chartering of the Fleet We, through Stealth Maritime, manage the employment of our fleet.
Stealth Haralambos) 2009 China 113,000 Aframax tanker Spot Suez Enchanted 2007 Korea 160,000 Suezmax tanker Spot Suez Protopia 2008 Korea 160,000 Suezmax tanker Spot Drybulk Carriers Eco Wildfire 2013 Japan 33,000 Handysize drybulk Time Charter $ 18,200 April 2024 Glorieuse 2012 Japan 38,000 Handysize drybulk Time Charter $ 9,250 April 2024 Fleet Total 791,000 dwt (1) Earliest date charters could expire.
Falcon Maryam) 2009 Korea 46,000 MR product tanker Spot Aquadisiac 2008 Korea 51,000 MR product tanker Spot Clean Nirvana 2008 Korea 50,000 MR product tanker Spot Clean Justice 2011 Japan 46,000 MR product tanker Time Charter September 2027 Clean Imperial 2009 Korea 40,000 MR product tanker Time Charter January 2026 Suez Enchanted 2007 Korea 160,000 Suezmax tanker Spot Suez Protopia 2008 Korea 160,000 Suezmax tanker Spot Drybulk Carriers(2) Eco Wildfire 2013 Japan 33,000 Handysize drybulk Time Charter May 2025 Glorieuse 2012 Japan 38,000 Handysize drybulk Time Charter May 2025 Neptulus 2012 Japan 33,000 Time Charter June 2025 Fleet Total 751,000 dwt (1) Earliest date charters could expire.
Principal charterers for our tankers include national, major and other independent energy companies and energy traders, and industrial users of those products. Principal charterers for our drybulk carriers include drybulk charterers, including major national and private industrial users, commodity producers and traders.
Customers Our assessment of a charterer’s financial condition and reliability is an important factor in negotiating employment for our vessels. Principal charterers for our tankers include national, major and other independent energy companies and energy traders, and industrial users of those products.
Our manager’s safety management system is ISM certified in compliance with IMO’s regulations by Lloyd’s Register. In relation to the technical services, Stealth Maritime is responsible for arranging for the crewing of the vessels, the day to day operations, inspections and vetting, maintenance, repairs, drydocking and insurance.
In relation to the technical services, Stealth Maritime is responsible for arranging for the crewing of the vessels, the day to day operations, inspections and vetting, maintenance, repairs, drydocking and insurance. Administrative functions include, but are not limited to accounting, back-office, reporting, legal and secretarial services.
In 2024, we will be drydocking one aframax tanker, the Gstaad Grace II (ex.Stealth Haralambos), and one product tanker, the Clean Sanctuary . Both of the aforementioned vessels will have ballast water treatment systems installed as part of their drydocking. More stringent emission standards apply in coastal areas designated by the IMO as SOx Emission Control Areas (“ECAs”).
As of April 15, 2025, all of our 19 vessels, including those we have agreements to acquire, have ballast water treatment systems installed. In 2025, from our current fleet on water, we will be drydocking one suezmax tanker, the Suez Enchanted . More stringent emission standards apply in coastal areas designated by the IMO as SOx Emission Control Areas (“ECAs”).
Commercial and Technical Management of Our Fleet We have entered into a management agreement with Stealth Maritime, pursuant to which Stealth Maritime provides us with technical, administrative, commercial and certain other services. Stealth Maritime is a leading ship-management company based in Greece, established in 1999 in order to provide shipping companies with a range of services.
Stealth Maritime is a leading ship-management company based in Greece, established in 1999 in order to provide shipping companies with a range of services. Our manager’s safety management system is ISM certified in compliance with IMO’s regulations by Lloyd’s Register.
In the voyage charter market, rates are influenced by cargo size, commodity, port dues and canal transit fees, as well as commencement and termination regions. In general, a larger cargo size is quoted at a lower rate per ton than a smaller cargo size.
In the time charter market, rates vary depending on the length of the charter period and vessel specific factors such as age, speed and fuel consumption. In the voyage charter market, rates are influenced by cargo size, commodity, port dues and canal transit fees, as well as commencement and termination regions.
The total cargo carrying capacity of our 11-vessel fleet is 791,000 dwt. Please see information in the section “Our Fleet”, below. During 2021, 2022 and 2023, our fleet (owned by StealthGas until December 2, 2021) had a fleet operational utilization of 90.5%, 84.8% and 75.1%, respectively, and we generated voyage revenues of $17.4 million, $97.0 million and $183.7 million, respectively.
During 2022, 2023 and 2024, our fleet had a fleet operational utilization of 84.8%, 75.1% and 78.3%, respectively, and we generated voyage revenues of $97.0 million, $183.7 million and $147.5 million, respectively.

… 27 more changes not shown on this page.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

98 edited+48 added−24 removed98 unchanged
Overview Imperial Petroleum Inc. was incorporated under the laws of the Republic of the Marshall Islands on May 14, 2021, by StealthGas Inc. to serve as the holding company of four subsidiaries, each owning one of the tanker vessels in our initial fleet, that it subsequently contributed to us in connection with the Spin-Off.
Overview Imperial Petroleum Inc. was incorporated under the laws of the Republic of the Marshall Islands on May 14, 2021, by StealthGas Inc. to serve as the holding company of four subsidiaries, each owning one of the tanker vessels in our initial fleet, that it subsequently contributed to us in connection with the 2021 Spin-Off.
Specifically, crude tanker dwt demand is estimated to have increased by 6.6% in 2022 and is currently estimated to have increased by 6.7% in 2023, and product tanker demand is estimated to have increased by approximately 3.1% in 2022 supported by increasing demand for oil products and is currently expected to have increased by around 10% in 2023 as demand for oil transportation recovers further, refinery capacity in key exporting regions further expands and Russia looks for alternative markets to outsource its refined petroleum products.
Specifically, crude tanker dwt demand is estimated to have increased by 6.6% in 2022, 6.7% in 2023, and product tanker demand is estimated to have increased by approximately 3.1% in 2022 supported by increasing demand for oil products and is currently expected to have increased by around 10% in 2023 as demand for oil transportation recovers further, refinery capacity in key exporting regions further expands and Russia looks for alternative markets to outsource its refined petroleum products.
We have 795,878 shares of Series A Preferred Stock outstanding, which have a dividend rate of 8.75% per annum per $25.00 of liquidation preference per share, with respect to which we paid aggregate dividends of $1.7 million in each of the years ended December 31, 2023 and 2022.
We have 795,878 shares of Series A Preferred Stock outstanding, which have a dividend rate of 8.75% per annum per $25.00 of liquidation preference per share, with respect to which we paid aggregate dividends of $1.7 million in each of the years ended December 31, 2024, 2023 and 2022.
Indicatively, during the ten-year period from the first quarter of 2013- through the fourth quarter of 2022, average earnings for an Aframax tanker fluctuated between $3,479 to $90,991 per day on a quarterly basis. Similarly, average MR tanker earnings fluctuated between $5,809 to -$41,411 per day over the same period.
Indicatively, during the ten-year period from the first quarter of 2013- through the fourth quarter of 2022, average earnings for an Aframax tanker fluctuated between 80 $3,479 to $90,991 per day on a quarterly basis. Similarly, average MR tanker earnings fluctuated between $5,809 to -$41,411 per day over the same period.
In addition, the conflict in Ukraine is disrupting energy production and trade patterns, including shipping in the Black Sea and elsewhere, and its impact on energy prices and tanker rates, which initially have increased, is uncertain, particularly if it results in an economic downturn and reduced demand for oil. • Seasonality.
In addition, the conflict in Ukraine is disrupting energy production and trade patterns, including shipping in the Black Sea and elsewhere, and its impact on energy prices and tanker rates, which initially have increased, is uncertain, particularly if it results in an economic downturn and reduced demand for oil.
The preparation of those financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.
The preparation of 72 those financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.
We incurred interest expense under these credit facilities in 2021, 2022 and the first half of 2023 and will incur interest expense under any new credit facilities we enter into to finance new acquisitions or existing vessels, as described in the “—Liquidity and Capital Resources” section below.
We incurred interest expense under these credit facilities in 2022 and the first half of 2023 and will incur interest expense under any new credit facilities we enter into to finance new acquisitions or existing vessels, as described in the “—Liquidity and Capital Resources” section below.
On June 21, 2023, we completed the spin-off of our previously wholly-owned subsidiary, C3is Inc., the holding company for two drybulk carriers, the Eco Angelbay and the Eco Bushfire , each with an aggregate capacity of 64,000 dwt.
On June 21, 2023, we completed the Spin-off of our previously wholly-owned subsidiary, C3is Inc., the holding company for two drybulk carriers, the Eco Angelbay and the Eco Bushfire , with an aggregate capacity of 64,000 dwt.
Since the start of the financial crisis in 2008 the performance of the BDI has been characterized by high volatility, as the growth in the size of the drybulk fleet outpaced growth in vessel demand for an extended period of time.
Since the start of the financial crisis in 2008 the performance of the BDI has been characterized 81 by high volatility, as the growth in the size of the drybulk fleet outpaced growth in vessel demand for an extended period of time.
(3) Total time and bareboat charter days for fleet are the number of voyage days the vessels in our fleet operated on time or bareboat charters for the relevant period. (4) Total spot market charter days for fleet are the number of voyage days the vessels in our fleet operated on spot market charters for the relevant period.
(3) Total time and bareboat charter days for fleet are the number of voyage days the vessels in our fleet operated on time or bareboat charters for the relevant period. 69 (4) Total spot market charter days for fleet are the number of voyage days the vessels in our fleet operated on spot market charters for the relevant period.
As of December 31, 2023, we had no outstanding debt, as within the first and second quarter of 2023 we repaid all of our then outstanding loans amounting to $70 million. We believe that our working capital along with our cash flows generated from operations are sufficient for our present short-term liquidity requirements.
As of December 31, 2024, we had no outstanding bank debt, as within the first and second quarter of 2023 we repaid all of our then outstanding bank loans amounting to $70 million. We believe that our working capital along with our cash flows generated from operations are sufficient for our present short-term liquidity requirements.
We entered into a senior secured credit facility with DNB to refinance the outstanding balances under these credit facilities that were entered into by StealthGas for which the four tankers served as security prior to the Spin-Off, which facility was repaid in full by cash on hand on March 10, 2023.
We entered into a senior secured credit facility with DNB to refinance the outstanding balances under these credit facilities that were entered into by StealthGas for which the four tankers served as security prior to the 2021 Spin-Off, which facility was repaid in full using cash on hand on March 10, 2023.
Management Fees During each of the years ended December 31, 2021, 2022 and 2023, we paid Stealth Maritime, our fleet manager, a fixed rate management fee of $440 per day for each vessel in our fleet under spot or time charter and a fixed rate fee of $125 per day for each of the vessels operating on bareboat charter.
Management Fees During each of the years ended December 31, 2022, 2023 and 2024, we paid Stealth Maritime, our fleet manager, a fixed rate management fee of $440 per day for each vessel in our fleet under spot or time charter and a fixed rate fee of $125 per day for each of the vessels operating on bareboat charter.
Set forth below is an analysis, as of December 31, 2023, of the percentage difference between the current average rates for our fleet compared with the base rates used in the impairment test as described above, as well as an analysis of the impact on our impairment analysis if we were to utilize the most recent five-year, three-year and one-year historical average rates, which shows the number of vessels whose carrying value would not have been recovered and the related impairment charge.
Set forth below is an analysis, as of December 31, 2024, of the percentage difference between the 73 current average rates for our fleet compared with the base rates used in the impairment test as described above, as well as an analysis of the impact on our impairment analysis if we were to utilize the most recent five-year, three- year and one-year historical average rates, which shows the number of vessels whose carrying value would not have been recovered and the related impairment charge.
REVENUES—Voyage revenues for the year ended December 31, 2023 were $183.7 million compared to $97.0 million for the year ended December 31, 2022, an increase of $86.7 million, primarily due to the increase in our average number of vessels by approximately three vessels and the full year of operation of our two suezmax tankers that were delivered in early June 2022, along with stronger market conditions prevailing during 74 Table of Contents the majority of the year 2023.
REVENUES—Voyage revenues for the year ended December 31, 2023 were $183.7 million compared to $97.0 million for the year ended December 31, 2022, an increase of $86.7 million, primarily due to the increase in our average number of vessels by approximately three vessels and the full year of operation of our two suezmax tankers that were delivered in early June 2022, along with stronger market conditions prevailing during the majority of the year 2023.
The impairment test is highly sensitive to variances in future charter rates. When we conducted the analysis of the impairment test as of December 31, 2023 we also performed a sensitivity analysis related to the future cash flow estimates.
The impairment test is highly sensitive to variances in future charter rates. When we conducted the analysis of the impairment test as of December 31, 2024 we also performed a sensitivity analysis related to the future cash flow estimates.
Capital Expenditures We may make capital expenditures from time to time in connection with our vessel acquisitions and improvements. Please refer to section above “Liquidity and Capital Resources –Cash Flows” for a discussion of how we plan to cover our working capital requirements and possible capital commitments. 79 Table of Contents C. Research and Development, Patents and Licenses None. D.
Capital Expenditures We may make capital expenditures from time to time in connection with our vessel acquisitions and improvements. Please refer to section above “Liquidity and Capital Resources –Cash Flows” for a discussion of how we plan to cover our working capital requirements and possible capital commitments. C. Research and Development, Patents and Licenses None. D.
Specifically, in the period from 2010 to 2020, the size of the fleet in terms of deadweight tons grew by an annual average of about 6.0% while the corresponding growth in tonne-mile demand for drybulk carriers grew by 80 Table of Contents 4.2%, resulting in a drop of about 61% in the value of the BDI over the period.
Specifically, in the period from 2010 to 2020, the size of the fleet in terms of deadweight tons grew by an annual average of about 6.0% while the corresponding growth in tonne-mile demand for drybulk carriers grew by 4.2%, resulting in a drop of about 61% in the value of the BDI over the period.
This was the case for those of our tankers operating in the spot market in the first months of 2022 until conditions in the crude oil and product tanker charter markets began to improve substantially, particularly in the second half of 2022 and remained favorable throughout the majority of 2023 as well.
This was the case for those of our tankers operating in the spot market in the first months of 2022 until conditions in the crude oil and product tanker charter markets began to improve substantially, particularly in the second half of 2022 and remained favorable throughout the majority of 2023 and the first half of 2024.
Item 5. Operating and Financial Review and Prospects The following presentation of management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated financial statements, accompanying notes thereto 65 Table of Contents and other financial information, appearing elsewhere in this annual report.
Item 5. Operating and Financial Review and Prospects The following presentation of management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated financial statements, accompanying notes thereto and other financial information, appearing elsewhere in this annual report.
Results of Operations Year ended December 31, 2023 compared to year ended December 31, 2022 The average number of vessels in our fleet was 10.00 for the year ended December 31, 2023 and 6.99 for the year ended December 31, 2022, respectively.
Year ended December 31, 2023 compared to year ended December 31, 2022 The average number of vessels in our fleet was 10.00 for the year ended December 31, 2023 and 6.99 for the year ended December 31, 2022, respectively.
Based on the carrying value of each of our vessels held for use as of December 31, 2023 and what we believe the charter-free market values of each of these vessels was as of these dates, four of our owned vessels in the water had current carrying values above their market values (2022: five).
Based on the carrying value of each of our vessels held for use as of December 31, 2024 and what we believe the charter-free market values of each of these vessels was as of these dates, four of our owned vessels in the water had current carrying values above their market values (2023: four).
For the year ended December 31, 2023 cash outflows for financing activities amounted to $57.4 million, while for the year ended December 31, 2022 cash inflows from financing activities were $196.9 million.
For the year ended December 31, 2024, cash inflows from financing activities were $4.8 million, for the year ended December 31, 2023 cash outflows for financing activities amounted to $57.4 million, while for the year ended December 31, 2022 cash inflows from financing activities were $196.9 million.
In general, with any improvement in market conditions we may seek to employ our vessels in the spot market to take advantage of higher charter rates, as we have generally done with our tankers in the fourth quarter of 2022 and throughout 2023, or on a higher percentage of period charters, principally time charters, if attractive rates become available.
In general, with any improvement in market conditions we may seek to employ our vessels predominately in the spot market to take advantage of higher charter rates, as we have generally done with our tankers in the fourth quarter of 2022 and throughout 2023 and first half of 2024, or on a higher percentage of period charters, principally time charters, if attractive rates become available.
We believe that the aggregate carrying value of these vessels, assessed separately, exceeds their aggregate charter-free market value by approximately $5.1 million (2022: $19 million). However, we believe that with respect to each of these four vessels, we will recover their carrying values at the end of their useful lives, based on their undiscounted cash flows.
We believe that the aggregate carrying value of these vessels, assessed separately, exceeds their aggregate charter-free market value by approximately $7.5 million (2023 $5.1 million). However, we believe that with respect to each of these four vessels, we will recover their carrying values at the end of their useful lives, based on their undiscounted cash flows.
If, at the time of sale, the carrying value is lower than the sales price, we will realize a gain on sale, 67 Table of Contents which will increase our earnings, but if, at the time of sale, the carrying value of a vessel is more than the sales price, we will realize a loss on sale, which will negatively impact our earnings.
If, at the time of sale, the carrying value is lower than the sales price, we will realize a gain on sale, which will increase our earnings, but if, at the time of sale, the carrying value of a vessel is more than the sales price, we will realize a loss on sale, which will negatively impact our earnings.
If the carrying value of the related vessel exceeds the undiscounted cash flows and the fair market value of the vessel, the carrying value is reduced to its fair value and the difference is recorded as an impairment loss in the consolidated statement of operations.
If the carrying value of the related vessel exceeds the undiscounted cash flows and the fair market value of the vessel, the carrying value is reduced to its fair value and the difference is recorded as an impairment loss in the consolidated statement of comprehensive income.
Net cash provided by operating activities increased in the year ended December 31, 2023 compared to the year ended December 31, 2022 by $38.6 million mainly due to the sharp increase in our profitability due to an increase in the average size of our fleet along with improved market conditions.
Net cash provided by operating activities increased in the year ended December 31, 2023 compared to the year ended December 31, 2022 by $38.6 million mainly due to the sharp increase in our profitability due to an increase in the average size of our fleet along with improved market conditions. Net cash (used in)/provided by investing activitie s.
Critical accounting estimates are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. We have described below what we believe are our most critical accounting estimates that involve a high degree of judgment.
Critical accounting estimates are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. We have described below what we believe is our most critical accounting estimate that involves a high degree of judgment.
We operate in a capital intensive industry which requires significant amounts of investment, and we expect to fund a significant portion of this investment through long term debt. We will maintain debt levels we consider prudent based on our market expectations, cash flow, interest coverage and percentage of debt to capital.
We operate in a capital intensive industry which requires significant amounts of investment, and we may, at times elect, to fund a significant portion of this investment through long term debt. We will maintain debt levels we consider prudent based on our market expectations, cash flow, interest coverage and percentage of debt to capital.
Basis of Presentation and General Information Revenues Our voyage revenues are driven primarily by the number and type of vessels in our fleet, the number of voyage days during which our vessels generate revenues, the mix of charters our vessels are employed on and hire that our vessels earn under charters which, in turn, are affected by a number of factors, including our decisions relating to vessel acquisitions and disposals, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in drydock undergoing repairs, maintenance and upgrade work, the age of our vessels, condition and specifications of our vessels and the levels of supply and demand in the product tanker and crude oil tanker charter markets and the drybulk carrier charter markets.
Daily TOE is calculated by dividing TOE by fleet calendar days for the relevant time period. 70 Basis of Presentation and General Information Revenues Our voyage revenues are driven primarily by the number and type of vessels in our fleet, the number of voyage days during which our vessels generate revenues, the mix of charters our vessels are employed on and hire that our vessels earn under charters which, in turn, are affected by a number of factors, including our decisions relating to vessel acquisitions and disposals, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in drydock undergoing repairs, maintenance and upgrade work, the age of our vessels, condition and specifications of our vessels and the levels of supply and demand in the product tanker and crude oil tanker charter markets and the drybulk carrier charter markets.
Stealth Maritime receives a fixed brokerage commission of 1.25% on freight, hire and demurrage for each vessel based on our management agreement. As of April 1, 2024, we had nine vessels operating in the spot market.
Stealth Maritime receives a fixed brokerage commission of 1.25% on freight, hire and demurrage for each vessel based on our management agreement. As of April 15, 2025, we had five vessels operating in the spot market.
DEPRECIATION—Depreciation expenses for the year ended December 31, 2022 were $12.3 million while for the year ended December 31, 2021 depreciation expenses were $8.7 million. The $3.6 million increase in depreciation expenses is due to the increase in the average size of our fleet by approximately three vessels.
DEPRECIATION—Depreciation expenses for the year ended December 31, 2023 were $15.6 million while for the year ended December 31, 2022 depreciation expenses were $12.3 million. The $3.3 million increase in depreciation expenses is due to the increase in the average size of our fleet by approximately three vessels.
We expense costs associated with drydockings and special and intermediate surveys as incurred which may affect the volatility of our results. During 2021, we did not drydock any vessels. In 2022, we drydocked one Suezmax tanker, the Suez Enchanted and one Handysize drybulk vessel, the Eco Angelbay, at a total cost of $1.9 million.
We expense costs associated with drydockings and special and intermediate surveys as incurred which may affect the volatility of our results. In 2022, we drydocked one Suezmax tanker, the Suez Enchanted and one Handysize drybulk vessel, the Eco Angelbay, at a total cost of $1.9 million.
Net cash provided by investing activities — was $12.3 million for the year ended December 31 2023, while for the year ended December 31, 2022 net cash used in investing activities was $186.7 million.
Net cash used in investing activities was $106.7 million for the year ended December 31, 2024, net cash provided by investing activities was $12.3 million for the year ended December 31 2023, and for the year ended December 31, 2022 net cash used in investing activities was $186.7 million.
Compared to operating in the spot market both time and bareboat period charters offer (1) higher utilization rates, particularly in weaker markets, (2) lower costs, particularly for bareboat charters under which we are not responsible for voyage or operating expenses, while under time charters we are responsible for operating expenses and in the spot market we are responsible for both voyage and operating expenses, and (3) may generate higher or lower revenues and profit margins depending on market conditions in the product tanker, crude oil tanker and drybulk carrier charter markets, as applicable, with generally higher rates than spot charters in weak markets and lower rates than spot charters in stronger markets, and at what point in the charter market cycle the bareboat or time charters were entered into.
Indeed, in the second half of 2024 we increased time charter coverage for tanker vessels as market conditions became more suitable for adding some time charter coverage Compared to operating in the spot market both time and bareboat period charters offer (1) higher utilization rates, particularly in weaker markets, (2) lower costs, particularly for bareboat charters under which we are not responsible for voyage or operating expenses, while under time charters we are responsible for operating expenses and in the spot market we are responsible for both voyage and operating expenses, and (3) may generate higher or lower revenues and profit margins depending on market conditions in the product tanker, crude oil tanker and drybulk carrier charter markets, as applicable, with generally higher rates than spot charters in weak markets and lower rates than spot charters in stronger markets, and at what point in the charter market cycle the bareboat or time charters were entered into.
In 2023, we drydocked three MR product tankers, namely the Clean Thrasher , the Magic Wand and the Clean Nirvana, one Suezmax tanker, the Suez Protopia , and two drybulk handysize vessels, the Eco Glorieuse and the Eco Wildfire, at a total cost of $6.6 million.
In 2023, we drydocked three MR product tankers, namely the Clean Thrasher , the Magic Wand and the Clean Nirvana, one Suezmax tanker, the Suez Protopia , and two drybulk handysize vessels, the Glorieuse and the Eco Wildfire, at a total cost of $6.6 million. In 2024, we drydocked two vessels, an aframax tanker, the Gstaad Grace II (ex.
StealthGas, and the subsidiaries that owned the four tankers that comprised our initial fleet, entered into credit facilities in connection with financing the acquisition of these vessels.
StealthGas, and the subsidiaries that owned the four tankers that comprised our initial fleet upon the completion of the 2021 Spin- Off, entered into credit facilities in connection with financing the acquisition of these vessels.
The aggregate cash compensation to our officers in 2023 and 2022 was $0.4 million and $0.3 million, respectively, and we expect such cash compensation to be approximately $0.4 million in 2024. DEPRECIATION—Depreciation expenses for the year ended December 31, 2023 were $15.6 million while for the year ended December 31, 2022 depreciation expenses were $12.3 million.
The aggregate cash compensation to our officers in 2024 was $0.4 million and we expect such cash compensation to be approximately $0.4 million in 2025. 75 DEPRECIATION—Depreciation expenses for the year ended December 31, 2024 were $17.0 million while for the year ended December 31, 2023 depreciation expenses were $15.6 million.
As of April 1, 2024, we owned and operated a fleet of six MR refined petroleum product tankers that carry refined petroleum products such as gasoline, diesel, fuel oil and jet fuel, as well as edible oils and chemicals, one aframax tanker and two suezmax tankers that carry crude oil and two handysize drybulk carriers that transport major bulks such as iron ore, coal and grains, and minor bulks such as bauxite, phosphate and fertilizers.
As of April 15, 2025, we owned and operated a fleet of seven MR refined petroleum product tankers that carry refined petroleum products such as gasoline, diesel, fuel oil and jet fuel, as well as edible oils and chemicals, two suezmax tankers that carry crude oil and three handysize drybulk carriers, that transport major bulks such as iron ore, coal and grains, and minor bulks such as bauxite, phosphate and fertilizers.
Year Ended December 31, Fleet Data 2021 2022 2023 Average number of vessels(1) 4.0 7.0 10.0 Total voyage days for fleet(2) 1,428 2,464 3,481 Total time charter days for fleet(3) 762 1,099 1,058 Total bareboat charter days for fleet(3) 365 249 0 Total spot market days for fleet(4) 301 1,116 2,423 Total calendar days for fleet(5) 1,460 2,552 3,650 Fleet utilization(6) 97.8 % 96.6 % 95.4 % Fleet operational utilization(7) 90.5 % 84.8 % 75.1 % Average Daily Results (In U.S. dollars per day per vessel) Adjusted average charter rate(8) 9,649 25,654 34,816 Vessel operating expenses(9) 5,091 6,424 7,025 General and administrative expenses(10) 421 695 1,352 Management fees (11) 361 410 440 Total daily operating expenses(12) 5,512 7,119 8,377 (1) Average number of vessels is the number of owned vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in that period.
Year Ended December 31, Fleet Data 2022 2023 2024 Average number of vessels(1) 7.0 10.0 10.39 Total voyage days for fleet(2) 2,464 3,481 3,700 Total time charter days for fleet(3) 1,099 1,058 1,092 Total bareboat charter days for fleet(3) 249 0 0 Total spot market days for fleet(4) 1,116 2,423 2,608 Total calendar days for fleet(5) 2,552 3,650 3,801 Fleet utilization(6) 96.6 % 95.4 % 97.3 % Fleet operational utilization(7) 84.8 % 75.1 % 78.3 % Average Daily Results (In U.S. dollars per day per vessel) Adjusted average charter rate(8) 25,654 34,816 25,799 Vessel operating expenses(9) 6,424 7,025 6,938 General and administrative expenses(10) 695 1,352 1,288 Management fees (11) 410 440 440 Total daily operating expenses(12) 7,119 8,377 8,226 (1) Average number of vessels is the number of owned vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in that period.
GAIN ON SALE OF VESSEL—Gain on sale of vessel for the year ended December 31, 2023 was $8.2 million and related to the sale of our aframax tanker Afrapearl II (ex. Stealth Berana ) to C3is Inc.
We did not incur any impairment charges for the year ended December 31, 2022. GAIN ON SALE OF VESSEL—Gain on sale of vessel for the year ended December 31, 2023 was $8.2 million and related to the sale of our aframax tanker Afrapearl II (ex. Stealth Berana ) to C3is Inc.
Percentage difference between our actual average 2023 rates as compared with the base rates 5-year historical average rate 3-year historical average rate 1-year historical average rate No. of vessels Amount ($ million) No. of vessels Amount ($ million) No. of vessels Amount ($ million) Product Tankers 103.62 % — — — — — — Handysize Drybulk Carriers (4.06 %)% — — — — — — 73 Table of Contents Although we believe that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective.
Percentage difference between our actual average 2024 rates as compared with the base rates 5-year historical average rate 3-year historical average rate 1-year historical average rate No. of vessels Amount ($ million) No. of vessels Amount ($ million) No. of vessels Amount ($ million) Product Tankers 38.30 % — — — — — — Handysize Drybulk Carriers (15.88 )% — — — — — — Although we believe that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective.
The remaining unrecognized stock-based compensation cost relating to the 2,407,037 restricted shares of common stock and options to purchase common stock granted under our equity compensation plan in 2022 and 2023, amounting to $2,999,360 as of December 31, 2023, is expected to be recognized over the remaining period of 1.2 years, according to the contractual terms of those non-vested share awards.
The remaining unrecognized stock-based compensation cost relating to the 1,505,338 restricted shares of common stock and options to purchase common stock granted under our equity compensation plan in 2024 and 2023, amounting to $1,417,451 as of December 31, 2024, is expected to be recognized over the remaining period of 0.9 years, according to the contractual terms of those non-vested share awards.
The resultant condition of the two major Canals, Panama due to drafts and subsequent congestion and Suez because of Houthis hostilities, pushed BDI to its high of 2023 during December 2023, climbing at 3,346 before stabilizing to 2,000, a figure still better than the rest of 2023. As of April 1, 2024 the BDI index stood at 1,821.
The resultant condition of the two major Canals, Panama due to drafts and subsequent congestion and Suez because of Houthis hostilities pushed BDI to its high of 2023 during December 2023, climbing at 3,346 before stabilizing to 2,000, a figure still better than the rest of 2023. The BDI experienced notable fluctuations throughout 2024 and into early 2025.
We use the term deadweight ton, or dwt, in describing the size of vessels. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry.
Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry.
Factors beyond our control, such as developments relating to market premiums for insurance and the value of the U.S. dollar compared to currencies in which certain of our expenses, primarily crew wages are denominated, can also cause our vessel operating expenses to increase. In addition, our net income is affected by any financing arrangements, including any interest rate swap arrangements.
Factors beyond our control, such as developments relating to market premiums for insurance and the value of the U.S. dollar compared to currencies in which certain of our expenses, primarily crew wages are denominated, can also cause our vessel operating expenses to increase.
NET PROFIT/LOSS—As a result of the above factors, we recorded a net profit of $29.5 million for the year ended December 31, 2022 and a net loss of $3.6 million for the year ended December 31, 2021. Recent Accounting Pronouncements Please refer to Note 2 of the financial statements included elsewhere in this report.
NET INCOME—As a result of the above factors, we recorded a net income of $71.1 million for the year ended December 31, 2023 compared to a net income of $29.5 million for the year ended December 31, 2022. 77 Recent Accounting Pronouncements Please refer to Note 2 of the financial statements included elsewhere in this report.
NET PROFIT/LOSS—As a result of the above factors, we recorded a net income of $71.1 million for the year ended December 31, 2023 compared to a net income of $29.5 million for the year ended December 31, 2022.
NET INCOME—As a result of the above factors, we recorded a net income of $50.2 million for the year ended December 31, 2024 compared to a net income of $71.1 million for the year ended December 31, 2023.
During the 78 Table of Contents year ended December 31, 2023 we utilized $28.1 million for the acquisition of two vessels, placed $167.5 million of available funds on time deposits and had $203.8 million of funds under time deposits maturing during the course of the year.
During the year ended December 31, 2023 we utilized $28.1 million for the acquisition of two vessels, placed $167.5 million of available funds on time deposits and had $203.8 million of funds under time deposits maturing during the course of the year. We also received net proceeds of $3.9 million from the sale of one of our vessels.
We also received net proceeds of $3.9 million from the sale of one of our vessels. Net cash used in investing activities in the year ended December 31, 2022 comprised an amount of $118.7 million utilized for the acquisition of six vessels while $68 million of available funds were placed into time deposits.
Net cash used in investing activities in the year ended December 31, 2022 comprised an amount of $118.7 million utilized for the acquisition of six vessels while $68 million of available funds were placed into time deposits. 79 Net cash provided by/(used in) financing activities .
Vessels operating in the spot charter market generate revenues that are less predictable but may enable us to capture increased profit margins during 70 Table of Contents periods of high rates in the charter market, although we are exposed to the risk of having to seek to employ our vessels at low prevailing rates in weak market conditions, and may have a materially adverse impact on our overall financial performance.
Vessels operating in the spot charter periods of high rates in the charter market, although we are exposed to the risk of having to seek to employ our vessels at low prevailing rates in weak market conditions, and may have a materially adverse impact on our overall financial performance.
Calendar days are an indicator of the size of our fleet over a period and affect both the amount of revenue and the amount of expense that we record during that period. In. We may also elect to sell vessels in our fleet from time to time. • Voyage days .
Calendar days are an indicator of the size of our fleet over a period and affect both the amount of revenue and the amount of expense that we record during that period.
Although these impacts have been milder in 2023 and are expected to subside further in 2024, a resumption of increased inflationary pressures would increase our financing, operating voyage and administrative expenses further.
Although these impacts were milder in 2023 than 2022 and subsided further in 2024, a resumption of increased inflationary pressures would increase our financing, operating voyage and administrative expenses further.
The total cargo carrying capacity of our eleven-vessel fleet is 791,000 dwt. We will actively manage the deployment of our fleet on a mix of period charters, including time and bareboat charters which can last up to twelve years, and spot market charters, which generally last from one to six months, according to our assessment of market conditions.
We actively manage the deployment of our fleet on a mix of period charters, including time and bareboat charters which can last multiple years, and spot market charters, which generally last from one to six months, according to our assessment of market conditions.
For a description of our significant accounting policies, see Note 2 to our consolidated financial statements included elsewhere herein. 72 Table of Contents Impairment of long-lived assets : We follow the Accounting Standards Codification (“ASC”) Subtopic 360-10, “Property, Plant and Equipment” (“ASC 360-10”), which requires long-lived assets used in operations be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
Impairment of long-lived assets : We follow the Accounting Standards Codification (“ASC”) Subtopic 360-10, “Property, Plant and Equipment” (“ASC 360-10”), which requires long-lived assets used in operations be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
Liquidity and Capital Resources As of December 31, 2023, we had cash and cash equivalents including time deposits of $124 million. During the year ended December 31, 2023, the Company raised $29.1 million in gross proceeds, or $27.6 million in net proceeds, from public offerings of equity securities and from the partial exercises of warrants issued in such offerings.
During the year ended December 31, 2023, we raised $29.1 million in gross proceeds, or $27.6 million in net proceeds, from public offerings of equity securities and from the partial exercises of warrants issued in such offerings, and in 2024 we raised $8.6 million in gross proceeds from the partial exercise of warrants issued in such offerings.
Under bareboat charters, we are not responsible for either voyage expenses, unlike spot charters, or vessel operating expenses, unlike spot charters and time charters; Reconciliation of time charter equivalent revenues as reflected in the consolidated statements of operations and calculation of average time charter equivalent daily rate follow: 2021 2022 2023 Voyage revenues $ 17,362,669 $ 97,019,878 $ 183,725,820 Voyage expenses $ 3,584,415 $ 33,807,342 $ 62,530,941 Charter equivalent revenues $ 13,778,254 $ 63,212,536 $ 121,194,879 Total voyage days for fleet 1,428 2,464 3,481 Adjusted average charter rate $ 9,649 $ 25,654 $ 34,816 (9) Vessel operating expenses, including related party vessel operating expenses, consist of crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, is calculated by dividing vessel operating expenses by fleet calendar days for the relevant time period.
Reconciliation of time charter equivalent revenues as reflected in the consolidated statements of comprehensive income and calculation of average time charter equivalent daily rate follow: 2022 2023 2024 Voyage revenues $ 97,019,878 $ 183,725,820 $ 147,479,980 Voyage expenses $ 33,807,342 $ 62,530,941 $ 52,024,890 Charter equivalent revenues $ 63,212,536 $ 121,194,879 $ 95,455,090 Total voyage days for fleet 2,464 3,481 3,700 Adjusted average charter rate $ 25,654 $ 34,816 $ 25,799 (9) Vessel operating expenses, including related party vessel operating expenses, consist of crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, is calculated by dividing vessel operating expenses by fleet calendar days for the relevant time period.
Time charter equivalent revenues and average time charter equivalent daily rate are non-GAAP measures which provide additional meaningful information in conjunction with voyage revenues, the most directly 69 Table of Contents comparable GAAP measure to time charter equivalent revenues, because they assist Company management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance.
Time charter equivalent revenues and average time charter equivalent daily rate are non-GAAP measures, the most directly comparable GAAP measures to voyage revenues, assisting the Company’s management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance.
Cash Flows As of December 31, 2023, we had a working capital surplus of $168.7 million. Net cash provided by operating activities —was $79.5 million for the year ended December 31, 2023 and $40.9 million for the year ended December 31, 2022. This mainly represents the net amount of cash, after expenses, generated by chartering our vessels.
Cash Flows For the year ended December 31, 2024, we had a working capital surplus of $199.6 million. Net cash provided by operating activities. Net cash provided by operating activities was $77.7 million for the year ended December 31, 2024, $79.5 million for the year ended December 31, 2023 and $40.9 million for the year ended December 31, 2022.
Some of our vessels may participate in shipping pools, or, in some cases in contracts of affreightment, although we have not employed any of our vessels under such arrangements to date.
Some of our vessels may participate in shipping pools, or, in some cases in contracts of affreightment, although we have not employed any of our vessels under such arrangements to date. As of April 15, 2025, we had each of our handysize drybulk vessels operating under time charters of short duration.
While the global economy has begun to recover in parts of the world, in the event of renewed weakness in the global economy charter rates face significant downside risks, as a weaker global economy may lead to lower demand for the seaborne transport of refined petroleum products, crude oil or drybulk cargoes.
In the event of renewed weakness in the global economy, including as a result of the imposition of tariffs by the United Sates and other countries, inflation or otherwise, charter rates face significant downside risks, as a weaker global economy may lead to lower demand for the seaborne transport of refined petroleum products, crude oil or drybulk cargoes.
For the year ended December 31, 2021, voyage expenses included bunker charges of $2.0 million corresponding to 55.6% of total voyage expenses, port expenses of $1.0 million corresponding to 27.8% of total voyage expenses, and commission to third parties of $0.5 million corresponding to 13.9% of total voyage expenses.
For the year ended December 31, 2023, voyage expenses included bunker charges of $34.5 million corresponding to 55.2% of total voyage expenses, port expenses of $15.8 million corresponding to 25.3% of total voyage expenses, and commission to third parties of $7.3 million corresponding to 11.7% of total voyage expenses.
Regarding the possible impact of supply chain disruptions that have or may emanate from the military conflict in Ukraine, our operations have not been affected materially and we do not expect them to be in the future. See “Business—The Tanker Industry” and “Business—The Drybulk Carrier Industry.” E. Critical Accounting Estimates Please see “—Critical Accounting Estimates” above. 81 Table of Contents
Regarding the possible impact of supply chain disruptions that have or may emanate from the military conflict in Ukraine, our operations have not been affected materially and we do not expect them to be in the future.
Profit margins for vessels employed on bareboat charters are generally somewhat lower than time charters, reflecting the lack of exposure to operational risk and the risk of operating expense increases. See “—Basis of Presentation and General Information—Revenues” for additional information regarding the different types of charters on which we employ our vessels.
Profit margins for vessels employed on bareboat charters are generally somewhat lower than time charters, reflecting the lack of exposure to operational risk and the risk of operating expense increases.
We also pay 1.25% of the gross freight, demurrage and charter hire collected from employment of our ships and 1% of the contract price of any vessels bought or sold on our behalf.
The amount presented does not include brokerage commission of 1.25% of the gross freight, demurrage and charter hire collected from employment of our ships and 1% of the contract price of any vessels bought or sold on our behalf payable to Stealth Maritime.
On December 3, 2021, StealthGas distributed all of our outstanding common stock and 8.75% Series A Cumulative Redeemable Perpetual Preferred Shares to its stockholders, which completed our separation from StealthGas.
On December 3, 2021, StealthGas distributed all of our outstanding common stock and 8.75% Series A Cumulative Redeemable Perpetual Preferred Shares to its stockholders, which completed our separation from StealthGas. We are a provider of international seaborne transportation services to oil producers, refineries and commodities traders and producers, as well as industrial users of drybulk cargoes.
In July 2023, we sold our Aframax tanker to C3is Inc. for cash consideration of $43 million, of which $4.3 million was received by us upon delivery of the vessel on July 14, 2023 and the balance is payable to us by July 14, 2024, with the remaining balance accruing interest at a rate of 8.1% per annum.
In July 2023, we sold an Aframax tanker to C3is Inc. for a consideration of $43 million, of which $4.3 million was received by us upon delivery of the vessel on July 14, 2023 and the balance was received in July 2024, and we sold a second Aframax tanker to a third party in 2024 for $42.0 million.
Voyage expenses also included port expenses of $5.2 million for the year ended December 31, 2022, corresponding to 15.4% of total voyage expenses, and commission to third parties which were $3.1 million, equivalent to 9.2% of total voyage expenses for year 2022.
Voyage expenses also included port expenses of $10.7 million for the year ended December 31, 2024, corresponding to 20.6% of total voyage expenses, and commission to third parties of $2.0 million, equivalent to 3.8% of total voyage expenses for 2024.
In relation to the drybulk carriers operating in the spot market in 2023, conditions in the drybulk charter market deteriorated significantly from the strong markets experienced from late 2020 to the latter part of 2022 and therefore the spot exposure of our drybulk carriers in 2023 was very low.
In relation to the drybulk carriers operating in the spot market in 2023, conditions in the drybulk charter market deteriorated significantly from the strong markets experienced from late 2020 to the latter part of 2022 and therefore the spot exposure of our drybulk carriers in 2023 and 2024 was low, although the short duration time charters on which we employed our drybulk carriers also exposes us to the prevailing charter rate environment for such vessels.
We will be evaluating vessel purchase opportunities to expand our fleet accretive to our earnings and cash flow. Additionally, we will consider selling certain of our vessels when favorable sales opportunities present themselves.
See “—Basis of Presentation and General Information—Revenues” for additional information regarding the different types of charters on which we employ our vessels. 67 We will be evaluating vessel purchase opportunities to expand our fleet accretive to our earnings and cash flow. Additionally, we will consider selling certain of our vessels when favorable sales opportunities present themselves.
This increase is mainly attributed to a $2.3 million increase in stock-based compensation costs along with an increase in reporting costs mainly related to our spin off project.
This increase is mainly attributed to a $2.3 million increase in stock-based compensation costs along with an increase in reporting costs mainly related to our spin off project. The aggregate cash compensation to our officers in 2023 and 2022 was $0.4 million and $0.3 million, respectively, and we expect such cash compensation to be approximately $0.4 million in 2024.
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth in the section entitled “Risk Factors” and elsewhere in this report. You should also carefully read the following discussion with “Risk Factors” and “Forward-Looking Statements.” The financial statements have been prepared in accordance with U.S. GAAP.
This discussion contains forward- looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth in the section entitled “Risk Factors” and elsewhere in this report.
This compares to 249 or 9.8% bareboat charter days, 1,099 or 43.1% time charter days and 1,116 or 43.7% spot days in 2022. Our fleet operational utilization was 75.1% and 84.8% for the years ended December 31, 2023 and December 31, 2022 respectively.
This compares to 249 or 9.8% bareboat charter days, 1,099 or 43.1% time charter days and 1,116 or 43.7% spot days in 2022.
Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.
Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. 74 Results of Operations Year ended December 31, 2024 compared to year ended December 31, 2023 The average number of vessels in our fleet was 10.39 for the year ended December 31, 2024 and 10.00 for the year ended December 31, 2023.
Tanker charter market rates have been strong since the second half of 2022, after remaining at low levels for most periods of recent years. Conversely, drybulk charter rates, which were at high levels from late 2020 until the latter part of 2022, declined throughout most part of 2023 and stabilized at moderate levels towards the end of 2023.
Conversely, drybulk charter rates, which were at high levels from late 2020 until the latter part of 2022, declined throughout most part of 2023 and stabilized at moderate levels towards the end of 2023 and in 2024 marking a further deterioration towards the end of 2024.
VOYAGE EXPENSES—Voyage expenses were $62.5 million for the year ended December 31, 2023 compared to $33.8 million for the year ended December 31, 2022. This increase of voyage expenses by $28.7 million is attributable to the increase in the spot days of our fleet by 1,307 days or 117.1%.
This increase of voyage expenses by $28.7 million is attributable to the increase in the spot days of our fleet by 1,307 days or 117.1%. Voyage expenses consisted largely of bunker charges amounting to $34.5 million for 2023, accounting for 55.2% of total voyage expenses.
In September 2023, the Company’s Board of Directors approved a share repurchase program and authorized the officers of the Company to repurchase, from time to time, up to $10,000,000 of the Company’s common stock.
In September 2023, our Board of Directors approved a share repurchase program and authorized the officers of the Company to repurchase, from time to time, up to $10,000,000 of the Company’s common stock. As of April 15, 2025, we had repurchased 4,251,883 shares of common stock for an aggregate amount of $8.4 million under this program.
For instance, the tanker markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere but weaker in the summer months as a result of lower oil consumption in the northern hemisphere and refinery maintenance, and drybulk markets are typically stronger in the spring months due to grain season in the Southern Hemisphere, autumn months due to coal inventories and weaker in winter months. 68 Table of Contents Our ability to control our fixed and variable expenses, including those for commission expenses, crew wages and related costs, the cost of insurance, expenses for repairs and maintenance, the cost of spares and consumable stores, tonnage taxes and other miscellaneous expenses also affect our financial results.
For instance, the tanker markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere but weaker in the summer months as a result of lower oil consumption in the northern hemisphere and refinery maintenance, and drybulk markets are typically stronger in the spring months due to grain season in the Southern Hemisphere, autumn months due to coal inventories and weaker in winter months.
The decline in the drybulk vessels’ fair values compared to the values prevailing when these vessels were acquired resulted in the incurrence of an impairment loss. We did not incur any impairment charges for the year ended December 31, 2022.
For the year ended December 31, 2023 we incurred a $9.0 million impairment charge related to the Spin-off of the two of our drybulk carriers in June 2023. The decline in the drybulk vessels’ fair values, at the time of the Spin-off, compared to the values prevailing when these vessels were acquired resulted in the incurrence of an impairment loss.

… 90 more changes not shown on this page.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

18 edited+2 added−1 removed35 unchanged
George Xiradakis has been a member of our Board of Directors since November 2021. Mr. Xiradakis is the founder and Managing Director of XRTC Business Consultants Ltd. (“XRTC”) (January 1999). The company was established in order to represent financial institutions in the Greek territory and initially acted as the exclusive Shipping Representative of Credit Lyonnais Group in Greece.
George Xiradakis has been a member of our Board of Directors since November 2021. Mr. Xiradakis is the founder and Managing Director of XRTC Business Consultants Ltd. (“XRTC”) (January 1999). The company was established in order to represent financial institutions in the Greek territory and initially acted as the 83 exclusive Shipping Representative of Credit Lyonnais Group in Greece.
Committees of the Board of Directors The Board of Directors has established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. The members of the Audit Committee are George Xiradakis (Chairman), and John Kostoyannis. The members of the Nominating and Corporate Governance Committee are John Kostoyannis (Chairman) and George Xiradakis.
Committees of the Board of Directors The Board of Directors has established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. The members of the Audit Committee are George Xiradakis 85 (Chairman), and John Kostoyannis. The members of the Nominating and Corporate Governance Committee are John Kostoyannis (Chairman) and George Xiradakis.
He is currently a director of C3is Inc., which is listed on the Nasdaq Capital Market, and has also been a Board Member of other US listed shipping companies. Ifigeneia (Fenia) Sakellari is our Interim Chief Financial Officer. Ms. Sakellari has 18 years of experience in finance and has been a finance officer of StealthGas since 2015.
He is currently a director of C3is Inc., which is listed on the Nasdaq Capital Market, and has also been a Board Member of other US listed shipping companies. Ifigeneia (Fenia) Sakellari is our Interim Chief Financial Officer. Ms. Sakellari has 19 years of experience in finance and has been a finance officer of StealthGas since 2015.
A vacancy on the board created by death, resignation, removal (which may only be for cause), or failure of the stockholders to elect the entire class of directors to be elected at any election of directors or for any other reason, may be filled only by 83 Table of Contents an affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, at any special meeting called for that purpose or at any regular meeting of the board of directors.
A vacancy on the board created by death, resignation, removal (which may only be for cause), or failure of the stockholders to elect the entire class of directors to be elected at any election of directors or for any other reason, may be filled only by an affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, at any special meeting called for that purpose or at any regular meeting of the board of directors.
The members of the Compensation Committee are George Xiradakis (Chairman) and John Kostoyannis. Each of the directors on the Audit Committee has been determined by our Board of Directors to be independent. 84 Table of Contents Audit Committee The Audit Committee is governed by a written charter, which is approved and annually adopted by the Board.
The members of the Compensation Committee are George Xiradakis (Chairman) and John Kostoyannis. Each of the directors on the Audit Committee has been determined by our Board of Directors to be independent. Audit Committee The Audit Committee is governed by a written charter, which is approved and annually adopted by the Board.
Item 6. Directors, Senior Management and Employees A. Directors, Senior Management and Employees The following table sets forth, as of April 1, 2024, information for each of our directors and executive officers. Name Age Positions Year Became Director Year Director’s Current Term Expires Harry N.
Item 6. Directors, Senior Management and Employees A. Directors, Senior Management and Employees The following table sets forth, as of April 15, 2025, information for each of our directors and executive officers. Name Age Positions Year Became Director Year Director’s Current Term Expires Harry N.
The current term of our Class I director expires in 2024, the term of our Class II director expires in 2026 and the term of our Class III director expires in 2025.
The current term of our Class I director expires in 2027, the term of our Class II director expires in 2026 and the term of our Class III director expires in 2025.
This also includes options to purchase 593,750, 25,000 and 12,500 shares of common stock granted to our Chief Executive Officer, Directors of our Board and Interim Chief Financial Officer, respectively, on October 30, 2023, each at an exercise price of $1.60 per share, the closing price of the Common Stock on October 30, 2023, and 50% of which vest on October 30, 2024 and 50% of which vest on October 30, 2025 and options to purchase 100,000, 10,000 and 3,000, shares of common stock granted to our Chief Executive Officer, Directors of our Board and Interim Chief Financial Officer, respectively, on April 12, 2024, each at an exercise price equal to the closing price of the Common Stock on April 12, 2024, and 50% of which vest on April 12, 2025 and 50% of which vest on April 12, 2026. 86 Table of Contents
This also includes options to purchase 593,750, 25,000 and 12,500 shares of common stock granted to our Chief Executive Officer, Directors of our Board and Interim Chief Financial Officer, respectively, 87 on October 30, 2023, each at an exercise price of $1.60 per share, the closing price of the Common Stock on October 30, 2023, and 50% of which vested on October 30, 2024 and 50% of which vest on October 30, 2025 and options to purchase 100,000, 10,000 and 1,000, shares of common stock granted to our Chief Executive Officer, Directors of our Board and Interim Chief Financial Officer, respectively, on April 12, 2024, each at an exercise price of $3.60 per share, which was the closing price of the Common Stock on April 12, 2024, and 50% of which vest on April 12, 2025 and 50% of which vest on April 12, 2026.
As of December 31, 2023, 89 officers and 133 crew members served on board the vessels in our fleet. However, these officers and crew are not directly employed by the Company. E. Share Ownership The shares of common stock beneficially owned by our directors and senior managers and/or companies affiliated with these individuals are disclosed in “Item 7.
As of December 31, 2024, 115 officers and 176 crew members served on board the vessels in our fleet. However, these officers and crew are not directly employed by the Company. E. Share Ownership The shares of common stock beneficially owned by our directors and senior managers and/or companies affiliated with these individuals are disclosed in “Item 7.
He served as the President of the International Propeller Club, Port of Piraeus from 2013 to 2019 and he acted as a VP of the International Propeller Club of the 82 Table of Contents United States.
He served as the President of the International Propeller Club, Port of Piraeus from 2013 to 2019 and he acted as a VP of the International Propeller Club of the United States.
D. Employees We have no salaried employees. Our manager employs and provides us with the services of our Chief Executive Officer, Interim Chief Financial Officer and any other management executives the Company may require. In each case their services are provided under the management agreement with Stealth Maritime.
Our manager employs and provides us with the services of our Chief Executive Officer, Interim Chief Financial Officer and any other management executives the Company may require. In each case their services are provided under the management agreement with Stealth Maritime.
Vafias 45 Chief Executive Officer, President and Class III Director 2021 2024 John Kostoyannis 56 Class II Director 2021 2026 George Xiradakis 59 Class I Director 2021 2025 Ifigeneia (Fenia) Sakellari 43 Interim Chief Financial Officer Certain biographical information about each of these individuals is set forth below. Harry N.
Vafias 47 Chief Executive Officer, President and Class III Director 2021 2027 John Kostoyannis 59 Class II Director 2021 2026 George Xiradakis 60 Class I Director 2021 2025 Ifigeneia (Fenia) Sakellari 44 Interim Chief Financial Officer Certain biographical information about each of these individuals is set forth below. Harry N.
Our executive officers and directors are also eligible to receive awards under our equity compensation plan described below under “—Equity Compensation Plan” We recognized non-cash stock-based compensation expense of $117,256 in 2022 and $2,434,855 in 2023, and had unrecognized non-cash stock-based compensation expense of $2,999,360 as of December 31, 2023, which we expect to recognize over a weighted average period of 1.2 years.
Our executive officers and directors are also eligible to receive awards under our equity compensation plan described below under “—Equity Compensation Plan.” We recognized non-cash stock-based compensation expense of $0.12 million in 2022, $2.4 million in 2023 and $3.4 million in 2024, and had unrecognized non-cash stock-based compensation expense of $1.4 million as of December 31, 2024, which we expect to recognize over a weighted average period of 0.9 years.
Compensation Committee The Compensation Committee is appointed by the Board and is responsible for, among other matters: • establishing and periodically reviewing the Company’s compensation programs; • reviewing the performance of directors, officers and employees of the Company who are eligible for awards and benefits under any plan or program and adjust compensation arrangements as appropriate based on performance; • reviewing and monitoring management development and succession plans and activities; • reporting on compensation arrangements and incentive grants to the Board; • retaining, setting compensation and retention terms for, and terminating any consultants, legal counsel or other advisors that the Compensation Committee determines to employ to assist it in the performance of its duties; and • preparing any Compensation Committee report included in our annual proxy statement. 85 Table of Contents Code of Ethics We have adopted a code of ethics that complies with the applicable guidelines issued by the SEC, copies of which are available on our website: www.imperialpetro.com under “Investor Relations” and upon written request by our stockholders at no cost.
Compensation Committee The Compensation Committee is appointed by the Board and is responsible for, among other matters: • establishing and periodically reviewing the Company’s compensation programs; • reviewing the performance of directors, officers and employees of the Company who are eligible for awards and benefits under any plan or program and adjust compensation arrangements as appropriate based on performance; • reviewing and monitoring management development and succession plans and activities; 86 • reporting on compensation arrangements and incentive grants to the Board; • retaining, setting compensation and retention terms for, and terminating any consultants, legal counsel or other advisors that the Compensation Committee determines to employ to assist it in the performance of its duties; and • preparing any Compensation Committee report included in our annual proxy statement.
Stealth Maritime compensates each of these individuals for their services and we, in turn, reimburse Stealth Maritime for their compensation. The aggregate cash compensation to our officers in 2022 and 2023 was $0.3 million and $0.4 million respectively, and we expect such cash compensation to be approximately $0.4 million in 2024.
The aggregate cash compensation to our officers in 2022, 2023 and 2024 was $0.3 million, $0.4 million and $0.4 million, respectively, and we expect such cash compensation to be approximately $0.4 million in 2025.
Of these amounts of recognized non-cash stock-based compensation expense, $0.1 million in 2022 and $1.1 million in 2023 related to restricted share or option awards to our executive officers. We have no service contracts with any of our directors that provide for benefits upon termination of employment. C. Board Practices We have three members on our board of directors.
Of these amounts of recognized non-cash stock-based compensation expense, $0.1 million in 2022, $1.8 million in 2023, $2.9 million in 2024 related to restricted share or option awards to our executive officers and nil million in 2022, $0.01 million in 2023, $0.1 million in 2024 related to restricted share or option awards to our directors.
The board of directors may change the number of directors to not less than three, nor more than 15, by a vote of a majority of the entire board.
We have no service contracts with any of our directors that provide for benefits upon termination of employment. 84 C. Board Practices We have three members on our board of directors. The board of directors may change the number of directors to not less than three, nor more than 15, by a vote of a majority of the entire board.
We have no direct employees. The services of our Chief Executive Officer and Interim Chief Financial Officer was provided under the management agreement with Stealth Maritime initially for the first 12 months following the spin-off and then our Board agreed upon management compensation for subsequent periods.
We have no direct employees. The services of our Chief Executive Officer and Interim Chief Financial Officer are provided under the management agreement with Stealth Maritime. Stealth Maritime compensates each of these individuals for their services, in amounts approved by our Compensation Committee and Board of Directors, and we, in turn, reimburse Stealth Maritime for their compensation.
Removed
Prior to the Spin-Off, neither we nor Stealth Maritime has paid any compensation to our executive officers.
Added
Code of Ethics We have adopted a code of ethics that complies with the applicable guidelines issued by the SEC, copies of which are available on our website: www.imperialpetro.com under “Investor Relations” and upon written request by our stockholders at no cost. D. Employees We have no salaried employees.
Added
Under the 2024 Equity Plan, on January 8, 2025 we have granted an aggregate of 391,600 restricted shares and options to acquire 312,500 shares of common stock, including grants to our Chief Executive Officer of 281,250 restricted shares, 50% of which vest on January 8, 2026 and 50% of which vest on January 8, 2027, subject to satisfaction of the time-based vesting terms, and options exercisable for 234,375 shares of common stock at an exercise price per share of $3.20, 50% of which options vest on January 8, 2026 and 50% of which options vest on January 8, 2027, subject to satisfaction of the time-based vesting terms.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

35 edited+9 added−11 removed19 unchanged
The transaction was approved by the Company’s audit committee comprised of independent directors. On February 14, 2023, we entered into agreements to acquire two handysize drybulk carriers from entities affiliated with our Chief Executive Officer for aggregate cash consideration of $25.5 million and 13,875 shares of Series C Cumulative Convertible Perpetual Preferred Stock.
The transaction was approved by the Company’s audit committee comprised of independent directors. 91 On February 14, 2023, we entered into agreements to acquire two handysize drybulk carriers from entities affiliated with our Chief Executive Officer for aggregate cash consideration of $25.5 million and 13,875 shares of Series C Cumulative Convertible Perpetual Preferred Stock.
The issuance of the Series B Preferred Stock was approved by an independent committee of the Board of Directors of the Company, which received a fairness opinion from an independent financial advisor that the transaction was fair from a financial point of view to the Company. See “Item 10. Additional Information A.
The issuance of the Series B Preferred Stock was approved by an independent committee of the Board of Directors of the Company, which received a fairness 92 opinion from an independent financial advisor that the transaction was fair from a financial point of view to the Company. See “Item 10. Additional Information A.
As a result, these numbers may not accurately represent the number of beneficial owners in the United States. We are not aware of any arrangements the operation of which may at a subsequent date result in a change of control of the Company. B.
As a result, these numbers may not accurately represent the number of 89 beneficial owners in the United States. We are not aware of any arrangements the operation of which may at a subsequent date result in a change of control of the Company. B.
The management agreement will also terminate (1) upon an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of us or Stealth Maritime (otherwise than for the purpose of reconstruction or amalgamation) or if a 90 Table of Contents receiver is appointed, or if we or Stealth Maritime suspends payment, ceases to carry on business, or makes any special arrangement or composition with creditors or (2) in the case of the sale of all of our vessels or if all of our vessels become a total loss or are declared as a constructive or compromised or arranged total loss or are requisitioned.
The management agreement will also terminate (1) upon an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of us or Stealth Maritime (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if we or Stealth Maritime suspends payment, ceases to carry on business, or makes any special arrangement or composition with creditors or (2) in the case of the sale of all of our vessels or if all of our vessels become a total loss or are declared as a constructive or compromised or arranged total loss or are requisitioned.
Management and Other Fees In connection with the Spin-Off, we entered into a management agreement with Stealth Maritime, pursuant to which Stealth Maritime provides us with technical, administrative, commercial and certain other services, on substantially the same terms, including the same fee levels, as Stealth Maritime provides these services to the vessel-owning subsidiaries of StealthGas contributed to us in connection with the Spin-Off.
Management and Other Fees In connection with the 2021 Spin-Off, we entered into a management agreement with Stealth Maritime, pursuant to which Stealth Maritime provides us with technical, administrative, commercial and certain other services, on substantially the same terms, including the same fee levels, as Stealth Maritime provided these services to the vessel-owning subsidiaries of StealthGas contributed to us in connection with the 2021 Spin-Off.
In the years ended December 31, 2021, 2022 and 2023, Stealth Maritime received a fixed management fee of $440 per vessel per day operating under a voyage or time charter, and a fixed fee of $125 per vessel per day for each of our vessels operating on bareboat charter, with respect to the vessels in our fleet.
In the years ended December 31, 2022, 2023 and 2024, Stealth Maritime received a fixed management fee of $440 per vessel per day operating under a voyage or time charter, and a fixed fee of $125 per vessel per day for each of our vessels operating on bareboat charter, with respect to the vessels in our fleet.
As of April 1, 2024, all of our vessels were being manned by Hellenic Manning Overseas Inc., while for our Aframax tanker sold in July 2023 and for one of our product tankers, crewing services were provided by Bernard Shulte Management up until April 2023 and February 2023 respectively with a lumpsum monthly fee of $0.1 million.
As of April 15, 2025, all of our vessels were being manned by Hellenic Manning Overseas Inc., while for our Aframax tanker sold in July 2023 and for one of our product tankers, crewing services were provided by Bernard Shulte Management up until April 2023 and February 2023 respectively with a lumpsum monthly fee of $0.1 million.
For our drybulk vessels, Stealth Maritime subcontracts these services to its affiliate Brave Maritime. 89 Table of Contents Stealth Maritime also provides crew management services to certain of our vessels. The majority of these services have been subcontracted by Stealth Maritime to an affiliated ship-management company, Hellenic Manning Overseas Inc.
For our drybulk vessels, Stealth Maritime subcontracts these services to its affiliate Brave Maritime. Stealth Maritime also provides crew management services to certain of our vessels. The majority of these services have been subcontracted by Stealth Maritime to an affiliated ship-management company, Hellenic Manning Overseas Inc.
We are not responsible for crewing vessels deployed on bareboat charters.
We are not responsible for crewing any vessels deployed on bareboat charters.
Major Stockholders The following table sets forth certain information regarding the beneficial ownership of our outstanding shares of common stock as of April 1, 2024 by: • each person or entity that we know beneficially owns 5% or more of our shares of common stock; • our Chief Executive Officer and our other executive officers; • each of our directors; and • all of our current directors and executive officers as a group.
Major Stockholders The following table sets forth certain information regarding the beneficial ownership of our outstanding shares of common stock as of April 15, 2025 by: • each person or entity that we know beneficially owns 5% or more of our shares of common stock; • our Chief Executive Officer and our other executive officers; • each of our directors; and • all of our current directors and executive officers as a group.
We also paid $0.03 million, $0.03 million and $0.06 million, respectively, in the years ended December 31, 2021, 2022 and 2023 related to onboard supervision which were included in our operating expenses – related party.
We also paid $0.03 million, $0.06 million and $0.02 million, respectively, in the years ended December 31, 2022, 2023 and 2024 related to onboard supervision which were included in our operating expenses – related party.
Vessel Acquisition Agreements; Series C Preferred Stock On March 4, 2022, we entered into agreements to acquire two MR product tankers, built 2008 and 2011, from Brave Maritime, an entity affiliated with the father of our Chief Executive Officer, for an aggregate purchase price of $31.0 million, which were delivered to us in March and May 2022, respectively.
Vessel Acquisitions On March 4, 2022, we entered into agreements to acquire two MR product tankers, built 2008 and 2011, from Brave Maritime, an entity affiliated with the father of our Chief Executive Officer, for an aggregate purchase price of $31.0 million, which were delivered to us in March and May 2022, respectively.
For the years ended December 31, 2021, 2022 and 2023, total brokerage commissions of 1.25% amounted to $0.22 million, $1.2 million and $2.3 million, respectively, and in each period were included in voyage expenses – related party. For the years ended December 31, 2021, 2022 and 2023, commissions on vessels purchased/sold were nil, $1.2 million and $0.8 million, respectively.
For the years ended December 31, 2022, 2023 and 2024, total brokerage commissions of 1.25% amounted to $1.2 million, $2.3 million and $1.9 million, respectively, and in each period were included in voyage expenses – related party. For the years ended December 31, 2022, 2023 and 2024, commissions on vessels purchased/sold were $1.2 million, $0.8 million and $1.3 million.
For purposes of this table, shares subject to options, warrants or rights currently exercisable or exercisable within 60 days of April 1, 2024 are considered as beneficially owned by the person holding such options, warrants or rights.
For purposes of this table, shares subject to options, warrants or rights currently exercisable or exercisable within 60 days of April 15, 2025 are considered as beneficially owned by the person holding such options, warrants or rights.
Vessel Sale to C3is Inc. On July 7, 2023, we entered into a memorandum of agreement for the disposal of the vessel “Stealth Berana” to C3is Inc., in which we hold an interest through Series A Convertible Preferred Stock, for $43,000,000. The vessel was delivered to her new owners in July 2023.
On July 7, 2023, we entered into a memorandum of agreement for the disposal of the vessel Stealth Berana to C3is Inc., in which we hold an interest through Series A Convertible Preferred Stock, for $43,000,000. The vessel was delivered to her new owners in July 2023.
For the years ended December 31, 2021, 2022 and 2023, these crew management fees were, $0.06 million, $0.14 million and $0.3 million, respectively.
For the years ended December 31, 2022, 2023 and 2024, these crew management fees were, $0.14 million, $0.3 million and $0.3 million, respectively.
However, the seven United States stockholders of record include CEDEFAST, which, as nominee for The Depository Trust Company, is the record holder of 21,062,691 shares of common stock. Accordingly, we believe that the shares held by CEDEFAST include shares of common stock beneficially owned by both holders in the United States and non-United States beneficial owners.
However, the seven United States stockholders of record include CEDEFAST, which, as nominee for The Depository Trust Company, is the record holder of 24,605,679 shares of common stock. Accordingly, we believe that the shares held by CEDEFAST include shares of common stock beneficially owned by both holders in the United States and non-United States beneficial owners.
Our common stock and Series A Preferred Stock began regular-way trading on the Nasdaq Capital Market on December 6, 2021. As of April 1, 2024, we had approximately 57 common stockholders of record.
Our common stock and Series A Preferred Stock began regular-way trading on the Nasdaq Capital Market on December 6, 2021. As of April 15, 2025, we had approximately 42 common stockholders of record.
Office Space Stealth Maritime provided our office space to us without charge for the first year after the completion of the Spin-Off, and thereafter the lease rate has been €5,000 per month. The lease ended on January 1, 2024.
Office Space Stealth Maritime provided our office space to us without charge for the first year after the completion of the 2021 Spin-Off, and thereafter the lease rate was €5,000 per month until January 1, 2024, when the lease term ended.
(1) According to Amendment No. 2 to Schedule 13D jointly filed with the SEC on January 8, 2024 by Flawless Management Inc., Arethusa Properties LTD and Harry N. Vafias, Harry N. Vafias has sole voting power and sole dispositive power with respect to the aggregate 10,969,884 shares owned by Flawless Management Inc., Arethusa Properties LTD and Harry N. Vafias.
(1) According to Amendment No. 8 to Schedule 13D jointly filed with the SEC on April 8, 2025 by Flawless Management Inc., Arethusa Properties LTD and Harry N. Vafias, Harry N. Vafias has sole voting power and sole dispositive power with respect to the shares owned by Flawless Management Inc., Arethusa Properties LTD and Harry N. Vafias.
The lease rate for 2024 is €72,000 per year as per renewed contact effective from January 1, 2024 and may be terminated by tenant upon eight weeks’ notice to landlord.
The lease rate for 2024 was €72,000 per year as per renewed contract effective from January 1, 2024 through January 1, 2026, which lease may be terminated by tenant upon eight weeks’ notice to landlord.
See “Item 10. Additional Information—Authorized Capital—Description of Series A Preferred Stock.” Common Stock Beneficially Owned Series A Preferred Stock Beneficially Owned Name of Beneficial Owner Number Percentage Number Percentage Principal Stockholders Flawless Management Inc.(1) 6,991,255 23.7 % 148,030 18.6 % Arethusa Properties Ltd.(1) 2,680,991 9.1 % Hudson Bay Capital Management LP(3) 1,896,483 6.4 % Executive Officers and Directors Harry N.
Additional Information—Authorized Capital—Description of Series A Preferred Stock.” Common Stock Beneficially Owned Series A Preferred Stock Beneficially Owned Name of Beneficial Owner Number Percentage Number Percentage Principal Stockholders Flawless Management Inc.(1) 6,991,255 20.3 % 148,030 18.6 % Arethusa Properties Ltd.(1) 2,926,395 8.5 % Executive Officers and Directors Harry N.
Payment of 10% of the purchase price was effected at the time of delivery, with the remaining balance due no later than one year after delivery of the vessel, which took place on July 14, 2023.
Payment of 10% of the purchase price was effected at the time of delivery, with the remaining balance due no later than one year after delivery of the vessel, which took place on July 14, 2023. The remaining balance bore interest at an implicit rate of 8.1% per annum and was paid in July 2024.
The remaining balance bears interest at an implicit rate of 8.1% per annum and is payable in July 2024. 91 Table of Contents Series B Preferred Stock On October 21, 2022, we entered into a stock purchase agreement and issued 16,000 shares of our newly-designated Series B Preferred Stock, par value $0.01 per share, to our Chairman and Chief Executive Officer, Harry Vafias, in return for cash consideration of $200,000.
Series B Preferred Stock On October 21, 2022, we entered into a stock purchase agreement and issued 16,000 shares of our newly- designated Series B Preferred Stock, par value $0.01 per share, to our Chairman and Chief Executive Officer, Harry Vafias, in return for cash consideration of $200,000.
As of April 1, 2024, we also had outstanding Class A Warrants to purchase up to 2,867 shares of common stock at an exercise price of $18.75 per share, Class B Warrants to purchase up to 786,800 shares of common stock at an exercise price of $24.00 per share, Class C Warrants to purchase up to 1,347,267 shares of common stock at an exercise price of $8.25 per share, Class D Warrants to purchase up to 173,334 shares of common stock at an exercise price of $12.00 per share, Class E Warrants to purchase up to 8,499,999 shares of common stock at an exercise price of $2.00 per share, and underwriters warrants to purchase up to 36,800 shares of common stock at an exercise price of $20.625 per share, 115,000 shares of common stock at an exercise price of $30.00 per share and 139,394 shares of common stock at an exercise price of $10.3125 per share.
As of April 15, 2025, we also had outstanding Class A Warrants to purchase up to 2,867 shares of common stock at an exercise price of $18.75 per share, Class B Warrants to purchase up to 786,800 shares of common stock at an exercise price of $24.00 per share, Class C Warrants to purchase up to 1,347,267 shares of common stock at an exercise price of $8.25 per share, Class D Warrants to purchase up to 173,334 shares of common stock at an exercise price of $12.00 per share, Class E Warrants to purchase up to 4,199,999 shares of common stock at an exercise price of $2.00 per share, and underwriters warrants to purchase up to 36,800 shares of common stock at an exercise price of $20.625 per share, 115,000 shares of common stock at an exercise price of $30.00 per share and 139,394 shares of common stock at an exercise price of $10.3125 per share. 88 Information for certain holders is based on their latest filings with the Securities and Exchange Commission or information delivered to us.
Vafias(1)(2) 11,291,159 38.4 % 172,063 21.6 % John Kostoyannis 16,469 * 235 * George Xiradakis 19,375 * — * Ifigeneia (Fenia) Sakellari 24,166 * 66 * All executive officers and directors as a group (four persons) 11,351,169 38.6 % 172,364 21.7 % 87 Table of Contents * Less than 1%.
Vafias(1)(2) 12,254,704 34.9 % 172,063 21.6 % John Kostoyannis 16,469 * 235 * George Xiradakis 19,375 * — * Ifigeneia (Fenia) Sakellari 24,166 * 66 * All executive officers and directors as a group (four persons) 12,314,714 35.7 % 172,364 21.7 % * Less than 1%.
Information for certain holders is based on their latest filings with the Securities and Exchange Commission or information delivered to us. All of our stockholders, including the stockholders listed in this table, are entitled to one vote for each share of common stock held. Series A Preferred Stock generally have no voting rights, other than in very limited circumstances.
All of our stockholders, including the stockholders listed in this table, are entitled to one vote for each share of common stock held. Series A Preferred Stock generally have no voting rights, other than in very limited circumstances. See “Item 10.
Excludes (i) 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 and (ii) options exercisable to acquire 100,000 shares of Common Stock at an exercise price per share equal to the closing price of the Common Stock on April 12, 2024, and an option expiration date of April 12, 2034, 50% of which options vest on April 12, 2025 and 50% of which options vest on April 12, 2026, subject to satisfaction of the time-based vesting terms.
Excludes options exercisable to acquire (i) 296,875 shares of Common Stock at an exercise price per share of $1.60, which options vest on October 30, 2025, subject to satisfaction of the time-based vesting terms, (ii) 50,000 shares of Common Stock at an exercise price per share of $3.60, which vest on April 12, 20264, subject to satisfaction of the time-based vesting terms and (iii) 234,375 shares of Common Stock at an exercise price per share of $3.20, 50% of which options vest on January 8, 2026 and 50% of which options vest on January 8, 2027, subject to satisfaction of the time-based vesting terms.
Seven of the common stockholders of record were located in the United States and held in the aggregate 21,066,988 shares of common stock representing approximately 70.7% of our outstanding shares of common stock.
Six of the common stockholders of record were located in the United States and held in the aggregate 24,610,598 shares of common stock representing approximately 71.5% of our outstanding shares of common stock.
Stealth Maritime may subcontract the technical management of some of our vessels to Brave Maritime in the future.
He is also the son of the principal and founder of Brave Maritime, an affiliate of Stealth Maritime, which is our management company. Stealth Maritime may subcontract the technical management of some of our vessels to Brave Maritime in the future.
The applicable percentage of ownership for each stockholder is based on 33,257,291 issued and 29,441,660 outstanding shares of Common Stock and 795,878 8.75% Series A Cumulative Redeemable Perpetual Preferred Shares issued and outstanding, and giving effect to 436,253 restricted shares of common stock awarded on April 12, 2024.
The applicable percentage of ownership for each stockholder is based on 38,667,118 issued and 34,415,235 outstanding shares of Common Stock and 795,878 8.75% Series A Cumulative Redeemable Perpetual Preferred Shares issued and outstanding as of April 15, 2025.
We pay our manager, Stealth Maritime, a fee equal to 1.25% of the gross freight, demurrage and charter hire collected from the employment of our vessels. Stealth Maritime also receives a fee equal to 1.0% calculated on the price as stated in the relevant memorandum of agreement for any vessel bought or sold by them on our behalf.
We pay our manager, Stealth Maritime, a fee equal to 1.25% of the gross freight, demurrage and charter hire collected from the employment of our vessels.
(2) Includes 1,472,788 shares of restricted common stock, of which 273,775 vest on May 15, 2024, 95,238 vest on July 15, 2024, 275,000 vest on October 30, 2024, 273,775 vest on May 15, 2025, 275,000 vest on October 30, 2025, 140,000 vest on April 12, 2025 and 140,000 vest on April 12, 2026, subject to satisfaction of the vesting criteria.
(2) Includes 1,754,038 shares of restricted common stock, of which 273,775 vest on May 15, 2025, 275,000 vest on October 30, 2025, 140,000 vest on April 12, 2025, 140,625 vest on January 8, 2026, 140,000 vest on April 12, 2026 and 140,625 vest on January 8, 2027, subject to satisfaction of the vesting criteria, and 50,000 shares acquirable pursuant to options with an exercise price per share of $3.60, which vested on April 12, 2025, subject to satisfaction of the time-based vesting terms.
Our Code of Business Conduct and Ethics requires our Audit Committee to review and approve any “related party” transaction as defined in Item 7.B of Form 20-F before it is consummated. Contribution Agreement In November 2021, we entered into the Contribution Agreement with StealthGas in connection with the Spin-Off.
Our Code of Business Conduct and Ethics requires our Audit Committee to review and approve any “related party” transaction as defined in Item 7.B of Form 20-F before it is consummated. Management Affiliations Harry Vafias, our president, chief executive officer and one of our directors, is an officer, director and the sole stockholder of Flawless Management Inc., our largest stockholder.
Under our management agreement with Stealth Maritime which we entered into in conjunction with the Spin-Off, we pay management fees and commissions at the same rate. The above management fees for the years ended December 31, 2021, 2022 and 2023 were $0.5 million, $1.0 million and $1.6 million, respectively.
Stealth Maritime also receives a fee equal to 1.0% calculated on the price as stated in the relevant memorandum of agreement for any vessel bought or sold by them on our behalf. 90 The above management fees for the years ended December 31, 2022, 2023 and 2024 were $1.0 million, $1.6 million and $1.7 million, respectively.
Removed
(3) Based on a Schedule 13G jointly filed, on February 5, 2024, by Hudson Bay Capital Management LP and Sander Gerber, which indicates these shares of common stock are issuable upon exercise of outstanding warrants that contain a 9.99% blocker provision and that the reported number of shares gave effect to this blocker provision.
Added
On May 17, 2024, we entered into an agreement with entities affiliated with the family of our Chief Executive Officer to acquire the handysize drybulk carrier Neptulus, built in 2012, and the product tanker Clean Imperial , built in 2009, with an aggregate capacity of approximately 73,000 dwt, for an aggregate purchase price of $38.9 million.
Removed
The Contribution Agreement sets forth the agreements between us and StealthGas regarding the contribution of the subsidiaries owning the vessels comprising our initial fleet and the refinancing of the existing indebtedness of StealthGas securing the vessels comprising our fleet with borrowings under a Senior Secured Credit Facility with DNB, which were the principal transaction necessary to separate us from StealthGas. 88 Table of Contents The Contribution Agreement also provided for the settlement or extinguishment of certain liabilities and other obligations between us and StealthGas, if any.
Added
In August 2024, we took delivery of the handysize drybulk carrier Neptulus . The product tanker Clean Imperial was delivered on a charter-free basis in the first quarter of 2025. The transaction was approved by the Company’s audit committee comprised of independent directors.
Removed
Following the Spin-Off, StealthGas and Imperial Petroleum will operate independently, and neither will have any ownership interest in the other nor will there be any ongoing relationships between StealthGas and Imperial Petroleum after the separation.
Added
Pursuant to the terms of the purchase agreements the Company has the right to pay for the purchase price for the vessels up to one year after the date of the purchase agreement. These vessels were paid in full on April 22, 2025.
Removed
Pursuant to the Contribution Agreement, on the distribution date of December 3, 2021, StealthGas distributed to its stockholders all 318,351 shares of our common stock and all 795,878 shares of our Series A Preferred Stock, with one of our common stock and one of our Series A Preferred Stock being distributed for every eight shares and forty-eight shares, respectively, of StealthGas common stock held by StealthGas stockholders.
Added
On September 20, 2024, we entered into agreements to acquire seven Japanese built drybulk carriers (5 supramaxes and 2 kamsarmaxes) for an aggregate purchase price of $129 million, from entities affiliated with Brave Maritime Corp Inc.
Removed
The Contribution Agreement provided that the Spin-Off and the transfer of StealthGas’ product and crude oil tanker vessel-owning subsidiaries to us, was subject to, among other things, the approval of StealthGas’ Board of Directors, our entry into a Senior Secured Credit Facility with DNB and the application of borrowings thereunder to refinance the existing indebtedness of StealthGas securing the vessels comprising our fleet, approval of our request for our common stock and Series A Preferred Stock to be listed on Nasdaq and the effectiveness of the registration statement relating to the Spin-Off distribution.
Added
One of the vessels as delivered to us on April 26, 2025 and the remaining six vessels are expected to be delivered to us within the second quarter of 2025. Brave Maritime is affiliated with members of the Vafias family. The transaction was approved by the Company’s audit committee comprised of independent directors.
Removed
The fulfillment of the foregoing conditions did not create any obligation on the part of StealthGas to effect the Spin-Off.
Added
Pursuant to the terms of the purchase agreements the Company has the right to pay the purchase price for the vessels up to one year after the date of the purchase agreement. Vessel Sale to C3is Inc.
Removed
StealthGas had the right not to complete the Spin-Off if, at any time, the board of directors of StealthGas determined, in its sole discretion, that the Spin-Off was not in the best interests of StealthGas or its stockholders, or that market conditions are such that it was not advisable to effect the Spin-Off.
Added
Share Capital – Description of Series B Preferred Stock” for a description of the Series B Preferred Stock. Spin-off of C3is Inc. On June 21, 2023, we completed the Spin-off of our previously wholly-owned subsidiary, C3is Inc., the holding company for two drybulk carriers, the Eco Angelbay and the Eco Bushfire , with an aggregate capacity of 64,000 dwt.
Removed
We and StealthGas agreed to take all actions reasonably necessary or desirable to consummate and make effective the transactions contemplated by the Contribution Agreement. The Contribution Agreement provided that it may be terminated by StealthGas at any time prior to the separation by and in the sole discretion of StealthGas without the approval of us or the stockholders of StealthGas.
Added
Imperial Petroleum stockholders and warrantholders received one C3is common share for every eight shares of Imperial Petroleum’s common stock owned, or in the case of holders of Imperial Petroleum’s outstanding Warrants that they have the right to purchase pursuant to Warrants owned, at the close of business on June 13, 2023.
Removed
Any and all agreements, arrangements, commitments and understandings, between us and our subsidiaries and other affiliates, on the one hand, and StealthGas and its subsidiaries and other affiliates (other than us and our affiliates), on the other hand, terminated as of the distribution date of December 3, 2021.
Added
We retain an interest in C3is Inc. through our ownership of Series A Convertible Preferred Stock of C3is Inc., with an aggregate liquidation preference of $15,000,000, which is currently convertible into common stock of C3is Inc., at a conversion price of $3.0391 per share. C. Interest of Experts and Counsel Not applicable.
Removed
Management Affiliations Harry Vafias, our president, chief executive officer and one of our directors, is an officer, director and the sole stockholder of Flawless Management Inc., our largest stockholder immediately after completion of the Spin-Off. He is also the son of the principal and founder of Brave Maritime, an affiliate of Stealth Maritime, which is our management company.
Removed
Share Capital – Description of Series B Preferred Stock” for a description of the Series B Preferred Stock. C. Interest of Experts and Counsel Not applicable

Other IMPP 10-K year-over-year comparisons