Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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C3is Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
Y18284151 (CUSIP Number) |
Harry N. Vafias 331 Kifissias Avenue, Erithrea Athens, J3, 14561 011 30210 625 0001 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | Y18284151 |
| 1 |
Name of reporting person
Imperial Petroleum Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MARSHALL ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
11,532,251.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
73.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The percentage in Row 13 is calculated based on 4,239,004 shares of common stock, par value $0.01 per share Cthe "Common Stock"), of C3is Inc. outstanding as of January 10, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
C3is Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
331 Kifissias Avenue, Erithrea, Athens,
GREECE
, 14561. | |
Item 1 Comment:
This Amendment No. 4 (this "Amendment No. 4") to Schedule 13D (originally filed on July 28, 2023 and amended by Amendment No. 1 filed on January 24, 20
24, Amendment No. 2 filed on March 20, 2024 and Amendment No. 3 filed on May 1, 2024), relates to the common stock, par value $0.01 per share ("Common Stock"), of C3is Inc., a Marshall Islands corporation (the "Issuer"), and is being filed by Imperial Petroleum Inc., a Marshall Islands corporation ("Imperial Petroleum" or the "Reporting Person").Information given in response to each item below shall be deemed incorporated by reference in all other items below. Unless indicated otherwise, all items left blank remain unchanged, and any items which are amended below are deemed to amend and update the existing items in the Schedule 13D.All Common Stock shares amounts reflect the 1-for-2.5 reverse split of the Common Stock effected by the Issuer on December 31, 2024 at 11:59 p.m., Eastern Time (the "Reverse Split"). | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the statement is hereby amended by adding the following paragraphs to the end of Item 3:This Amendment No. 4 updates the number of shares of Common Stock beneficially owned by Imperial Petroleum as a result of changes in the conversion price of the 5.0% Series A Cumulative Convertible Perpetual Preferred Stock, par value $0.01 per share (the "Series A Convertible Preferred Stock"), of the Issuer. The conversion price has been adjusted to $1.3007 pursuant to the terms of the Series A Convertible Preferred Stock as a result of the adjustment of the exercise price of the Class B-1, B-2, C-1 and C-2 Warrants of the Issuer previously issued in registered offerings based on daily VWAP for the Common Stock during an adjustment period relating to the Reverse Split, as reported in the Issuer's report on Form 6-K filed with the SEC on January 2, 2025, to $1.3007 per share of Common Stock.Harry N. Vafias, the Chairman, Chief Executive Officer and President of Imperial Petroleum, is the Non-Executive Chairman of the Issuer and is the beneficial owner of 573,471 shares of Common Stock, including through Arethusa Properties LTD and Flawless Management Inc., as of the date hereof. John Kostoyannis and George Xiradakis, each a director of Imperial Petroleum, are each a director of the Issuer and own four and nil shares of Common Stock, respectively, as of the date hereof. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Person involved in the securities described in this Schedule 13D in connection with the Spin-Off Distribution, and intends to review its investment in the Issuer on a continuing basis. The Reporting Person may from time to time acquire additional securities of the Issuer, or retain or sell all or portion of the shares then held by the Reporting Person, in the open market, block trades, underwritten public offerings or privately negotiated transactions. Any actions the Reporting Person might undertake with respect to its investment in the Issuer may be made at any time and from time to time and will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: ongoing evaluation of the Issuer's business, financial condition, operations, prospects and strategic alternatives; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; tax considerations; liquidity of the Issuer's securities; and other factors and future developments.Mr. Vafias serves as the Non-Executive Chairman of the Issuer and Joh Kostoyannis and George Xiradakis each serve as a director of the Issuer, other shareholders of the Issuer and other relevant parties, which discussions may include matters ranging from the operations and conduct of the Issuer's business to considering or exploring extraordinary corporate transactions including the events listed in Item 4(a) through 4(j) of Schedue 13D. In connection with these discussions, the Reporting Person may, either directly or through one or more affiliates, determine to take any available course of action or to take no course of action and may at any time and from time to time take steps to further or implement such course of action, including any of the events listed in Item 4(a) through 4(j) of Schedule 13D. Any action or actions the Reporting Person may undertake with respect to its investment in the Issuer or the operations and conduct of the Issuer's business will be dependent upon the Reporting Person's review of numerous factors, including those listed above, and the Reporting Person specifically reserves the right to change its intentions, or to formulate plans and proposals, with respect to any or all of the matters described in this paragraph, subject to applicable law and regulations. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The reponses of Imperial Petroleum to Rows (7) through (11) of the cover page of this Schedule are incorporated herein by reference. Except as set forth herein, neither Imperial Petroleum nor, to the knowledge of Imperial Petroleum, the Covered Persons beneficially own any Common Stock as of the date of this filing. | |
| (b) | The reponses of Imperial Petroleum to Rows (7) through (11) of the cover page of this Schedule are incorporated herein by reference. Except as set forth herein, neither Imperial Petroleum nor, to the knowledge of Imperial Petroleum, the Covered Persons beneficially own any Common Stock as of the date of this filing. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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