Annual report
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UNITED STATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGEACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 Commission file number 001-41095 IMPERIAL PETROLEUM INC. (Exact name of Registrant as specified in its charter) Not applicable(Translation of Registrant’s Name into English) Republic of the Marshall Islands(Jurisdiction of incorporation or organization) 331 Kifissias Avenue, Erithrea 14561 Athens, Greece(Address of principal executive offices) Harry N. Vafias331 Kifissias Avenue, Erithrea 14561, Athens, GreeceTelephone: (011) (30) (210) 625 0001Facsimile: (011) (30) (210) 625 0018(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of each class TradingSymbol(s) Name of each exchangeon which registered Common Stock, par value $0.01 per share IMPP The Nasdaq Stock Market LLC8.75% Series A Cumulative RedeemablePerpetual Preferred Stock IMPPP The Nasdaq Stock Market LLC SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:None SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATIONPURSUANT TO SECTION 15(d) OF THE ACT:None 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 1/160
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Table of Contents The number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2024 was: 34,023,635 shares ofCommon Stock, par value $0.01 per share, and 795,878 shares of 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.01per share, and 16,000 shares of Series B Preferred Stock, par value $0.01 per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growthcompany. See the definitions of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Emerging growth company ☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report: ☐ Yes ☒ No If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 2/160
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TABLE OF CONTENTS ABOUT THIS REPORT 1 FORWARD-LOOKING INFORMATION 2 Part I 3 Item 1. Identity of Directors, Senior Management and Advisers 3 Item 2. Offer Statistics and Expected Timetable 3 Item 3. Key Information 3 Item 4. Information on the Company 43 Item 4A. Unresolved Staff Comments 66 Item 5. Operating and Financial Review and Prospects 66 Item 6. Directors, Senior Management and Employees 83 Item 7. Major Stockholders and Related Party Transactions 88 Item 8. Financial Information 93 Item 9. The Offer and Listing 94 Item 10. Additional Information 94 Item 11. Quantitative and Qualitative Disclosures About Market Risk 119 Item 12. Description of Securities Other than Equity Securities 119 PART II 120 Item 13. Defaults, Dividend Arrearages and Delinquencies 120 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 120 Item 15. Controls and Procedures 120 Item 16A. Audit Committee Financial Expert 121 Item 16B. Code of Ethics 121 Item 16C. Principal Accountant Fees and Services 121 Item 16D. Exemptions from the Listing Standards for Audit Committees 122 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 122 Item 16F. Change in Registrant’s Certifying Accountant 123 Item 16G. Corporate Governance 123 Item 16H. Mine Safety Disclosures 123 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 123 Item 16J. Insider Trading Policies 124 Item 16K Cybersecurity 124 PART III 125 Item 17. Financial Statements 125 Item 18. Financial Statements 125 Item 19. Exhibits 125 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 3/160
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ABOUT THIS REPORT Imperial Petroleum Inc. is a Marshall Islands company that is referred to in this Annual Report on Form 20-F, together with its subsidiaries, as“Imperial Petroleum,” the “Company,” “we,” “us,” or “our.” This Annual Report should be read in conjunction with our consolidated financialstatements and the accompanying notes thereto, which are included in Item 18 to this Annual Report. Imperial Petroleum Inc. was incorporated under the laws of the Republic of the Marshall Islands on May 14, 2021, by StealthGas Inc.(“StealthGas”) to serve as the holding company of four subsidiaries, each owning one of the tanker vessels in our initial fleet, that it subsequentlycontributed to us in connection with the 2021 Spin-Off (as defined below). On December 3, 2021, StealthGas distributed all of our then outstandingshares of common stock, par value $0.01 per share (“common stock”), and 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value$0.01 per share, liquidation preference $25.00 per share (“Series A Preferred Stock”), to its stockholders, which completed our separation fromStealthGas (the “2021 Spin-Off”). See “Item 4. Information on the Company—Business Overview—Our Fleet”. We use the term deadweight tons, or dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, in describing the size of ourvessels. Unless otherwise indicated, all references to “U.S. dollars,” “dollars,” “U.S. $” and “$” in this annual report are to the lawful currency of theUnited States of America. All share amounts reflect the 1-for-15 reverse split of the Common Stock effected by the Company on April 28, 2023. 1 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 4/160
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FORWARD-LOOKING INFORMATION This Annual Report on Form 20-F includes assumptions, expectations, projections, intentions and beliefs about future events. These statements areintended as “forward-looking statements.” We caution that assumptions, expectations, projections, intentions and beliefs about future events may andoften do vary from actual results and the differences can be material. All statements in this report that are not statements of historical fact are forward-looking statements as defined in Section 27A of the U.S.Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).Forward-looking statements include, but are not limited to, such matters as: • future operating or financial results; • global and regional economic and political conditions including the conflict in Ukraine and related sanctions, the war in Gaza and ongoingattacks by Houthis in the Red Sea and Gulf of Aden; • geopolitical conditions, including trade protectionism and tariffs imposed by the United States and other countries; • pending or recent acquisitions, business strategy and expected capital spending or operating expenses; • competition in the maritime transportation industry; • shipping market trends, including charter rates, factors affecting supply and demand and world tanker fleet and drybulk fleet composition; • potential disruption of shipping routes due to accidents, diseases, pandemics, political events, piracy or acts by terrorists, along withvarious ongoing geopolitical pressures such as the conflict in Ukraine and the related global response, the war in Gaza and the ongoingattacks by Houthis in the Red Sea and Gulf of Aden; • ability to employ our vessels profitably; • performance by the counterparties to our charter agreements; • future refined petroleum product and oil prices and production; • future supply and demand for oil, refined petroleum products and drybulk cargoes; • our financial condition and liquidity, including our ability to obtain financing in the future to fund capital expenditures, acquisitions andother general corporate activities, the terms of such financing and our ability to comply with covenants set forth in our financingarrangements; • performance by the shipyards constructing any newbuilding vessels we order; and • expectations regarding vessel acquisitions and dispositions. When used in this report, the words “anticipate,” “believe,” “intend,” “estimate,” “project,” “forecast,” “plan,” “potential,” “may,” “should” and“expect” reflect forward-looking statements. Such statements reflect our current views and assumptions and all forward-looking statements are subjectto various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect our future financialresults are discussed more fully under “Item 3. Key Information—Risk Factors,” as well as elsewhere in this Annual Report on Form 20-F and in ourother filings with the U.S. Securities and Exchange Commission (“SEC”). We caution readers of this Annual Report not to place undue reliance on theseforward-looking statements, which speak only as of their dates. We undertake no obligation to publicly update or revise any forward-looking statements. 2 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 5/160
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Part I Item 1. Identity of Directors, Senior Management and Advisers Not Applicable. Item 2. Offer Statistics and Expected Timetable Not Applicable. Item 3. Key Information A. [RESERVED] B. Capitalization and Indebtedness Not applicable. C. Reasons For the Offer and Use of Proceeds Not Applicable. D. Risk Factors Summary of Risk Factors An investment in our common stock or Series A Preferred Stock is subject to a number of risks, including risks related to our industry, businessand corporate structure. The following summarizes some, but not all, of these risks. Please carefully consider all of the information discussed in “Item 3.Key Information— Risk Factors” in this annual report for a more thorough description of these and other risks. 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 ourchartering 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 adverselyaffect 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 anddemand 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 ofAden, which may interfere with the operation of our vessels. 3 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 6/160
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• 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 revenuesand 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 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 vesselsexpire 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 globaldrybulk carrier fleet, and as our vessels age we may have difficulty competing with younger, more technologically advanced tankersfor 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 wouldadversely affect our cash flows and income. • We depend upon a few significant customers for a large part of our revenues. The loss of one or more of these customers couldadversely 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 ourfleet or raise funds by taking loans against our existing vessels which are currently unencumbered, are likely to contain restrictivecovenants 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 couldhave 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 priceshave 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 marketinterest rates and charges against our income. 4 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 7/160
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Risks Related to Taxation • We may have to pay tax on U.S.-source income and/or may become a passive foreign investment company. 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 theextent we elect to rely on this exemption, you may not have the same protections afforded to stockholders of companies that aresubject 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 abankruptcy act, and it may be difficult to enforce service of process and judgments against us and our officers and directors. Risks Related To Our Common Stock • The market price of our common stock has fluctuated and may continue to fluctuate in the future, and we may continue not to paydividends on our common stock. • Our stockholders may experience future dilution as a result of future equity offerings and other issuances of our common stock,preferred stock or other securities. 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, masterlimited partnership or other entity on terms with which you do not agree. • Future issuances or sales, or the potential for future issuances or sales, of our common stock may cause the trading price of oursecurities to decline and could impair our ability to raise capital through subsequent equity offerings. • The superior voting rights of our Series B preferred stock may limit the ability of our common stockholders to control or influencecorporate matters, and the interests of the holder of such shares could conflict with the interests of common stockholders. • Our restated articles of incorporation and amended and restated bylaws contain anti-takeover provisions that may discourage, delayor prevent (1) our merger or acquisition and/or (2) the removal of incumbent directors and officers and (3) the ability of publicstockholders to benefit from a change in control. • Issuance of preferred stock, such as our Series B preferred stock, may adversely affect the voting power of our common stockholdersand have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price ofour common stock. 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 issuanceof 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 theliquidation preference regardless of the circumstances. 5 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 8/160
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Risks Related To Our Industry The tanker industry is cyclical and volatile, which may adversely affect our earnings and available cash flow. The tanker industry is both cyclical and volatile in terms of charter rates and profitability. Periodic adjustments to the supply of and demand forcrude oil and product tankers cause the industry to be cyclical in nature. We expect continued volatility in market rates for our vessels in the foreseeablefuture with a consequent effect on our short and medium-term liquidity. A worsening of current global economic conditions may cause tanker charterrates to decline and thereby adversely affect our ability to charter or re-charter our vessels and any renewal or replacement charters that we enter into,may not be sufficient to allow us to operate our vessels profitably. In addition, the conflict in Ukraine is disrupting energy production and this conflict,as well Houthi attacks on vessels, are disrupting trade patterns, including shipping in the Black Sea, the Red Sea, Gulf of Aden and elsewhere, and theimpact of these events on energy prices and tanker rates, which initially have increased, is uncertain. Fluctuations in charter rates and vessel valuesresult from changes in the supply and demand for tanker capacity and changes in the supply and demand for oil and oil products. The factors affectingthe supply and demand for tankers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable. 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 oildecreases 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. 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 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 9/160
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• 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 andinternational 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 availablefor hire; • changes in government and industry environmental and other regulations that may limit the useful lives of tankers andenvironmental 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 newbuildingprices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification societysurveys, normal maintenance costs, insurance coverage costs, the efficiency and age profile of the existing tanker fleet in the market, and governmentand industry regulation of maritime transportation practices, particularly environmental protection laws and regulations. These factors influencing thesupply of and demand for shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree ofchanges in industry conditions. The effective supply of tankers has been impacted in recent years by the impact of sanctions and trade patterndisruptions, including vessels currently continuing to reroute away from the Red Sea, Gulf of Aden and Suez Canal due to Houthi attacks on ships.These factors resulted in fleet inefficiencies and support for tanker charter rates, which may not continue. We anticipate that the future demand for our tankers will be dependent upon economic growth in the world’s economies, seasonal and regionalchanges in demand, changes in the capacity of the global tanker fleet and the sources and supply of oil and petroleum products to be transported by sea.Given the number of new tankers currently on order with shipyards, the capacity of the global tanker fleet seems likely to increase and there can be noassurance as to the timing or extent of future economic growth. Adverse economic, political, social or other developments could have a material adverseeffect on our business and operating results. Declines in oil and natural gas prices for an extended period of time, or market expectations of potential decreases in these prices, couldnegatively affect our future growth in the tanker sector. Sustained periods of low oil and natural gas prices typically result in reduced exploration andextraction because oil and natural gas companies’ capital expenditure budgets are subject to cash flow from such activities and are therefore sensitive tochanges in energy prices. These changes in commodity prices can have a material effect on demand for our services, and periods of low demand cancause excess vessel supply and intensify the competition in the industry, which often results in vessels, particularly older and less technologically-advanced vessels, being idle for long periods of time. We cannot predict the future level of demand for our services or future conditions of the oil andnatural gas industry. Any decrease in exploration, development or production expenditures by oil and natural gas companies could reduce our revenuesand materially harm our business, results of operations and cash available for distribution. 7 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 10/160
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Charter rates for dry bulk vessels are volatile and may remain at currently low levels or decrease in the future, which may adversely affect ourresults of operations and financial condition. The dry bulk shipping industry continues to be cyclical with high volatility in charter rates and profitability among the various types of dry bulkvessels. The Baltic Dry Index, or the “BDI”, an index published by The Baltic Exchange of shipping rates for key drybulk routes, declined in 2020,principally as a result of the global economic slowdown caused by the COVID-19 pandemic. Strong global growth and increased infrastructure spendingled to a rise in demand for commodities, which combined with a historically low orderbook and port delays and congestion, resulted in an increase inBDI in 2021 and the first half of 2022, before moderating and declining significantly in the second half of 2022 as port congestion eased and Chinesedemand for drybulk commodities weakened. The BDI increased in the fourth quarter of 2023 and the first half of 2024 due in part to disruptions thatlengthened sailing distances, including trading pattern disruptions related to Russian sanctions, transit restrictions at the Panama Canal due to low waterlevels and vessels re-routing away from the Red Sea and Suez Canal due to Houthi attacks on ships, before again declining to relatively low levels,which continued to prevail in in the first quarter of 2025, as demand for commodities weakened. On April 1, 2025, the BDI stood at 1 1,587 compared to1,821 one year earlier. The factors affecting the supply and demand for drybulk vessels are outside of our control and are difficult to predict. As a result, the nature,timing, direction and degree of changes in industry conditions are also unpredictable. 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 theconflicts 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 distancedrybulk 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 commoditiesthat could affect the international trade; and • currency exchange rates. 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 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 11/160
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• the number of newbuild deliveries, including slippage in deliveries, which, among other factors, relates to the ability of shipyards todeliver 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 aroundthe 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 orotherwise 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 thecarrying 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 influencing the supply of and demand for shipping capacity are outside of our control, and we may not be able to correctly assess thenature, timing and degree of changes in industry conditions. We anticipate that the future demand for our drybulk vessels and, in turn, drybulk charterrates, will be dependent, among other things, upon economic growth in the world’s economies, seasonal and regional changes in demand, changes in thecapacity of the global drybulk vessel fleet and the sources and supply of drybulk cargo to be transported by sea. Fleet inefficiencies, including sanctionson Russian energy and disruptions related to vessels re-routing away from the Red Sea, Gulf of Aden and Suez Canal due to Houthi attacks on ships,have resulted in significant lengthening of average sailing distances and, as a result, have increased vessel employment rates in excess of cargo demandat times in recent years; such fleet inefficiencies and resulting support for drybulk charter rates may not continue. A decline in demand for commodities transported in drybulk vessels or an increase in supply of drybulk vessels could cause a significant declinein charter rates, which could materially adversely affect our business, financial condition and results of operations. There can be no assurance as to thesustainability of future economic growth, if any, due to unexpected demand shocks. World events, including terrorist attacks, international hostilities and potential disruption of shipping routes due to events outside of our control,including the conflict in Ukraine and ongoing Houthi attacks on vessels in the Red Sea and Gulf of Aden, could negatively affect our results ofoperations and financial condition. We conduct most of our operations outside of the U.S. and our business, results of operations, cash flows, financial condition and ability to paydividends, if any, in the future may be adversely affected by changing economic, political and government conditions in the countries and regions whereour vessels are employed or registered. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of politicalconflicts, including the current political instability in the Middle East, North Africa and other countries and geographic areas, terrorist or other attacksand war or international hostilities. Terrorist attacks and the continuing response of the U.S. and others to these attacks, as well as the threat of futureterrorist attacks around the world, continues to cause uncertainty in the world’s financial markets and may affect our business, operating results andfinancial condition. Continuing conflicts and recent developments in the Middle East, 9 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 12/160
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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 tofurther economic instability in the global financial markets. These uncertainties could also adversely affect our ability to obtain additional financing onterms acceptable to us or at all. In the past, political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disruptinternational shipping, particularly in the Arabian Gulf region. These types of attacks have also affected vessels trading in regions such as the Black Sea,South China Sea and the Gulf of Aden off the coast of Somalia. The Company is still taking ships through the Suez Canal, and there is a high risk thatHouthis might attack our vessels. Although our vessels are insured, there is a risk that insurers may deny cover, or delay payment if an attack does takeplace, which attack could destroy our ships or partially damage them. The IMO’s extraordinary council session held on 10th and 11th March 2022,addressed the impacts on shipping and seafarers, as a result of the conflict in the Black Sea and the Sea of Azov. The IMO called for the need to preservethe 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.Any of these occurrences could have a material adverse impact on our operating results, revenues and costs. The conflict between Russia and Ukraine, which commenced in February 2022, has disrupted supply chains and caused instability and significantvolatility in the global economy. Much uncertainty remains regarding the global impact of the conflict in Ukraine, and it is possible that such instability,uncertainty and resulting volatility could significantly increase our costs and adversely affect our business, including our ability to secure charters andfinancing on attractive terms, and as a result, adversely affect our business, financial condition, results of operation and cash flows. As a result of the conflict between Russia and Ukraine, Switzerland, the US, the EU, the UK and others have announced unprecedented levels ofsanctions and other measures against Russia and certain Russian entities and nationals. Such sanctions against Russia may adversely affect our business,financial condition, results of operation and cash flows. For example, apart from the immediate commercial disruptions caused in the conflict zone,escalating tensions among the two countries and fears of potential shortages in the supply of Russian crude have caused the price of oil to trade at highlevels. The ongoing conflict could result in the imposition of further economic sanctions against Russia, with uncertain impacts on the drybulk carrierand tanker markets and the world economy. While we do not have any Ukrainian or Russian crew, our vessels currently do sail in the Black Sea and weotherwise conduct limited operations in Russia and Ukraine, it is possible that the conflict in Ukraine, including any increased shipping costs,disruptions of global shipping routes, any impact on the global supply chain and any impact on current or potential customers caused by the events inRussia and Ukraine, could adversely affect our operations or financial performance. A decrease in the level of export of goods, in particular from Asia, or an increase in trade protectionism globally, including as a result of tariffsimposed by the United States or other countries, could have a material adverse impact on our business, financial condition, results of operations andcash flows. Our operations expose us to the risk that increased trade protectionism from the United States, China or other nations adversely affect ourbusiness. Governments may turn to trade barriers to protect or revive their domestic industries in the face of foreign imports, thereby depressing thedemand for shipping. Restrictions on imports, including in the form of tariffs, could have a major impact on global trade and demand for shipping. Tradeprotectionism in the markets that our charterers serve may cause an increase in the cost of exported goods, the length of time required to deliver goodsand the risks associated with exporting goods and, as a result, a decline in the volume of exported goods and demand for shipping. Due to theinterconnected nature of the global supply chain for many products, these policies could impact imports and exports from countries not directlyimposing or subject to tariffs. Tensions over trade and other matters remain high between the U.S. and China. In recent years, the United States instituted large tariffs on a widevariety of goods, including from China, which led to retaliatory tariffs 10 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 13/160
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from leaders of other countries including China, and the new U.S. administration, led by President Trump, has announced the intention to use tariffsextensively as a policy tool. The United States has recently imposed blanket 10% tariffs on virtually all imports to the U.S. and significantly highertariffs applicable to imports from many countries, including tariffs aggregating 145% on imports from China, which have resulted in other countriesimposing additional tariffs on imports from the U.S., including additional tariffs of 125% on imports from the U.S. announced by China, and is likely tocontinue to result in more retaliatory tariffs. On April 9, 2025, the U.S. announced a temporary pause on its tariffs applicable to many countries, whileincreasing the tariffs applicable to imports from China. The new U.S. administration has threatened to continue to broadly impose tariffs, which couldlead to corresponding punitive actions by the countries with which the U.S. trades. In April 2025, the U.S. also announced that it would imposeadditional port fees on (1) Chinese-owned ships of $50 per net ton for the arriving vessel commencing October 14, 2025, increasing to $80 per net tonon April 17, 2026, $110 per net ton on April 17, 2027 and $140 per net ton on April 17, 2028 and (2) operators of Chinese-built vessels of $18 per netton ($120 per container, if applicable) commencing October 14, 2025, increasing to $23 per net ton ($153 per container, if applicable) on April 17, 2026,$28 per net ton ($195 per container, if applicable) on April 17, 2027 and $33 per net ton ($250 per container, if applicable) on April 17, 2028. The feeswill be charged up to five times per year, per vessel. Although we do not have any Chinese-built vessels in our current fleet, it is unknown the effect thatthese proposed new port fees, whether adopted in the form proposed or with modifications, will have on us or our industry generally. These policypronouncements have created significant uncertainty about the future relationship between the United States and China, Canada, Mexico, the EU andother exporting countries, including with respect to trade policies, treaties, government regulations and tariffs, and has led to concerns regarding thepotential for an extended trade war. Protectionist developments, or the perception they may occur, may have a material adverse effect on globaleconomic conditions, and may significantly reduce global trade and, in particular, trade between the United States and other countries, including China,which could adversely and materially affect our business, results of operations, and financial condition. The employment of our drybulk vessels and the respective revenues depend on the international shipment of raw materials and commoditiesprimarily to China, Japan, South Korea and Europe from North and South America, India, Indonesia, and Australia. China is estimated to account for alarge percentage of the demand in recent years for commodities transported on drybulk carriers. Any reduction in or hindrance to the demand for suchmaterials could negatively affect demand for our vessels and, in turn, harm our business, results of operations and financial condition. For instance, thegovernment of China has implemented economic policies aimed at reducing the consumption of coal which may, in turn, result in a decrease in shippingdemand. Similarly, the COVID-19 pandemic resulted in reduced economic activity due to lockdowns and lower demand for movement of raw materials,and the potential for a trade war resulting from the recent announcement of tariffs by the U.S., China and other countries has led to fears of a slowdownin global economic activity. Furthermore, the government of China has implemented economic policies aimed at increasing domestic consumption of Chinese-made goods andcontaining capital outflows. These policies may have the effect of reducing the supply of goods available for exports and the level of internationaltrading and may, in turn, result in a decrease in demand for shipping raw materials and commodities consumed in China. In addition, reforms in Chinafor a gradual shift to a “market economy” including with respect to the prices of certain commodities, are unprecedented or experimental and may besubject to revision, change or abolition and if these reforms are reversed or amended, the level of imports to and exports from China could be adverselyaffected. Any new or increased trade barriers or restrictions on trade, including as a result of tariffs imposed by the United States or other countries, wouldhave an adverse impact on our charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charterpayments to us and to renew and increase the number of their charters with us. Such adverse developments could in turn have a material adverse effecton our business, financial condition, results of operations, cash flow, and our ability to service or refinance any debt we may incur in the future. 11 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 14/160
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The conflict in Ukraine could disrupt our operations and negatively impact charter rates and costs. The conflict in Ukraine, and the economic sanctions imposed by the EU, U.S. and other countries in response to Russian action, is disruptingenergy production and trade patterns, including shipping in the Black Sea and elsewhere, and its impact on energy prices and tanker rates, which initiallyhave increased, is uncertain. Some of these sanctions and executive orders target the Russian oil sector, including a prohibition on the import of oil fromRussia to the United States or the United Kingdom, and the European Union’s recent ban on Russian crude oil and petroleum products which took effectin December 2022 and February 2023, respectively, as well as a price cap on Russian oil of $60 per barrel. Prior to the war, Russia exportedapproximately 5.5 mbpd of seaborne crude oil and refined petroleum products to the EU, USA, South Korea and Japan. After February 2023, Russia isexporting less than 0.4 mbpd to these countries. The price of crude oil (Brent) initially traded above $100 per barrel as a result of the war and escalatingtensions in the region and fears of potential shortages in the supply of Russian crude oil but has since come down and, as of March 31, 2025, was tradingat lower than $75 per barrel while following the introduction of tariff announcements imposed by the U.S. in the beginning of April 2025 crude oil(Brent) was trading at a price lower than $65 per barrel. Russian crude oil is restricted for export, due to the extension of economic sanctions, and hasalso been impacted by boycotts and general sentiment, which could result in a reduction in the supply of crude oil and refined petroleum productscargoes available for transportation and, while initially tanker rates have increased, this could negatively impact tanker charter rates over the longerterm. In addition, higher oil prices could reduce demand for oil and refined petroleum products, including in the event of any slowdown in the globaleconomy due to such high oil prices or the impact of economic sanctions or geopolitical tensions and uncertainty, and in turn reduce demand for tankersand tanker charter rates. A slowdown in the global economy would also negatively affect the demand for products and commodities transported by drybulk vessels, which would then negatively affect the charter rates for such vessels. The war in Ukraine is also impacting trade flows on drybulk vesselsas it impacts the trade of a range of commodities. Some of these changes in trade flows could positively affect the demand for vessels, other trade flowchanges might negatively affect the vessel demand, such as reduced grain exports ex Ukraine. The conflict may also impact various costs of operatingour business, such as bunker expenses, for which we are responsible when our vessels operate in the spot market, which have increased with higher oilprices, war risk insurance premiums and crewing services, as Russia and the Ukraine are significant sources of crews, which may be disrupted or moreexpensive. In addition, our vessels carry from time to time lawful cargoes originating in Russia, in compliance with existing sanctions, oil majors and othercharterers may elect not to charter our vessels simply for doing business with companies that do lawful business in Russia. In addition, it may not bepossible for us to obtain war risk insurance for any vessel loading Russian origin cargoes, in which case our vessels would not be allowed to callRussian ports and thereby impacting the vessels’ future trading pattern and earnings. The situation in Ukraine, and the global response, continues to evolve and its impact on energy supply and demand, energy prices and tankeroperations and charter rates remains subject to considerable uncertainty, which could adversely impact our business, results of operations and financialcondition. If global economic conditions weaken, particularly in Europe, the United States or the Asia Pacific region, it could have a material adverse effect onour business, financial condition and results of operations. Global economic conditions impact worldwide demand for various goods and commodities and, tanker and drybulk shipping. The currentmacroeconomic environment is characterized by significant inflation, causing the U.S. Federal Reserve and other central banks to increase interest rates,which may raise the cost of capital, increase operating costs and reduce economic growth, disrupting global trade and shipping. Political events such asthe continued global trade war between the U.S. and China, expansion of U.S. tariffs and trade protectionism policies to nearly all other countries, andother policies that the new U.S. administration has stated, such as demands related to the operation of the Panama Canal, as well as ongoing conflictsthroughout the world, such as those in Ukraine and in the Middle East, including Houthi attacks on ships in the Red Sea and the Gulf of Aden, 12 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 15/160
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may disrupt global supply chains and negatively impact globalization and global economic growth. Weakened global economic conditions could disruptfinancial markets, and may lead to weaker consumer demand in the European Union, the United States and other parts of the world which could have amaterial adverse effect on our business. In particular, we anticipate a significant number of the port calls made by our vessels will continue to involve the loading or unloading in ports inthe Asia Pacific region. As a result, negative changes in economic conditions in any Asia Pacific country, in particular China which has been one of theworld’s fastest growing economies in recent years, can have a significant impact on the demand for tanker and drybulk shipping. If China’s pace ofgrowth continues to decline or other countries in the Asia Pacific region experience slower or negative economic growth in the future, this may alsonegatively affect the economies of the United States and the European Union, or “EU”, and tanker and drybulk shipping demand. Our business, financialcondition, results of operations, as well as our future prospects, will likely be materially and adversely affected by an economic downturn in any of thesecountries. As a result of past disruptions in the credit markets and more recently increased interest rates, the cost of obtaining bank financing in the shippingindustry has increased and many lenders have enacted tighter lending standards, required more restrictive terms, including higher collateral ratios foradvances, shorter maturities and smaller loan amounts, refused to refinance existing debt at maturity. Furthermore, certain banks that have historicallybeen significant lenders to the shipping industry have reduced or ceased lending activities in the shipping industry. We cannot be certain that financingwill be available on acceptable terms or at all. If financing is not available when needed, or is available only on unfavorable terms, we may be unable tomeet our obligations as they come due. In the absence of available financing, we may be unable to take advantage of business opportunities or respondto competitive pressures, any of which could have a material adverse effect on our revenues and results of operations. In addition, public health threats, such as the coronavirus, influenza and other highly communicable diseases or viruses, outbreaks of which havefrom time to time occurred in various parts of the world in which we operate, including China, could adversely impact our operations, and the operationsof our customers. The tanker industry is highly dependent upon the crude oil and petroleum products industries. The employment of our subsidiaries’ vessels is driven by the availability of and demand for crude oil and petroleum products, the availability ofmodern tanker capacity and the scrapping, conversion, or loss of older vessels. Historically, the world oil and petroleum markets have been volatile andcyclical 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 ofenergy 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 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 16/160
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• natural catastrophes; • terrorist acts; • weather; and • changes in seaborne and other transportation patterns. Despite turbulence in the world economy at times in recent years, worldwide demand for oil and oil products has continued to rise; however, theCOVID-19 pandemic caused demand for oil and oil products to stagnate for an extended period of time. In the event that an economic slowdown,whether as a result of recent imposition of tariffs by the U.S. and other countries or otherwise, results in a persistent stagnation or decline in demand andthe long-term trend falters, the production of and demand for crude oil and petroleum products will encounter pressure which could lead to a decrease inshipments of these products and consequently this would have an adverse impact on the employment of our vessels and the charter rates that theycommand, as was case from the second half of 2020 until the second quarter of 2022. Also, if oil prices decline to uneconomic levels for producers,whether as a result of global economic weakness resulting from the escalating trade wars resulting from U.S. tariff announcements or otherwise, it maylead to declining output. As a result of any reduction in demand or output, the charter rates that we earn from our vessels employed on charters related tomarket rates may decline, and possibly remain at low levels for a prolonged period, as was the case for most periods during the preceding ten years. An over-supply of tankers may lead to a reduction in charter rates, vessel values and profitability. The market supply of tankers is affected by a number of factors, such as supply and demand for energy resources, including oil and petroleumproducts, supply and demand for seaborne transportation of such energy resources, and the current and expected purchase orders for new-buildings.While currently the orderbook for tankers is at low levels compared to historical standards, if the capacity of new tankers delivered exceeds the capacityof such vessel types being scrapped and converted to non-trading vessels, global fleet capacity will increase. If the supply of tanker capacity, for thevessel class sizes comprising our fleet in particular, increases, and if the demand for the capacity of such vessel types decreases, or does not increasecorrespondingly, charter rates could materially decline. A reduction in charter rates and the value of our tankers may have a material adverse effect onour results of operations. An over-supply of drybulk vessel capacity may depress the current charter rates and, in turn, adversely affect our profitability. The market supply of drybulk vessels had increased due to the high level of new deliveries in recent years. Drybulk newbuildings were deliveredin significant numbers starting at the beginning of 2006 and continued to be delivered in significant numbers through 2017, before declining to moremoderate levels of newbuilding deliveries. In addition, the drybulk newbuilding orderbook may increase further in proportion to the existing fleet. Eventhough the overall level of the orderbook has declined over the past years, an over-supply of drybulk vessel capacity could depress the current charterrates. Factors that influence the supply of vessel capacity include: • number of new vessel deliveries; • scrapping rate of older vessels; • vessel casualties; • price of steel; • number of vessels that are out of service; • vessels’ average speed; • changes in environmental and other regulations that may limit the useful life of vessels; and • port or canal congestion. 14 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 17/160
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If drybulk vessel capacity increases but the demand for vessel capacity does not increase or increases at a slower rate, charter rates couldmaterially decline, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. The market values of tankers and drybulk carriers are volatile and over time may fluctuate significantly. When the market values of our vessels arelow, we may incur a loss on sale of a vessel or record an impairment charge, which may adversely affect our profitability and possibly lead todefaults under any future loan agreements. The market value of drybulk and tanker vessels is highly volatile, and the market value of our vessels may fluctuate significantly, and couldexperience significant declines. The market values of our vessels are subject to potential significant fluctuations depending on a number of factorsincluding: • 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. As of December 31, 2024, the book value of four out of eleven vessels, was higher than their market value. Although we believe that, with respectto each of these vessels, we will recover their carrying values at the end of their useful lives, based on their undiscounted cash flows, if we sell vessels ata time when vessel prices have not increased, the sale may be for less than the vessel’s carrying value in our financial statements, resulting in a reductionin profitability. Furthermore, if vessel values or anticipated future cash flows experience further declines, we may have to record an impairment chargein our financial statements, which would also result in a reduction in our profits. If we in the future again incur indebtedness and subsequently themarket value of our fleet declines, we may not be in compliance with certain provisions of any such potential future loan agreements obtained for fleetexpansion or financing of existing vessels. If we obtain future financing and the market value of our fleet declines, we may be unable to pledgeadditional collateral, our lenders could accelerate our debt and foreclose on our fleet. The loss of our vessels would mean we could not run our business. Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our ESG policies may imposeadditional costs on us or expose us to additional risks. Companies across all industries, including the shipping industry, are facing increased scrutiny relating to their ESG policies. Investor advocacygroups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices and in recentyears have placed increasing importance on the implications and social cost of their investments. The increased focus and activism related to ESG andsimilar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of theirassessment of a company’s ESG practices. Companies which do not adapt to or comply with investor, lender or other industry shareholder expectationsand standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless ofwhether 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 acompany could be materially and adversely 15 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 18/160
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affected. As a result, we may be required to implement more stringent ESG procedures or standards so that we continue to have access to capital and ourexisting and future investors and lenders remain invested in us and make further investments in us. Specifically, we may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on climatechange, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. Additionally, certain investors and lenders mayexclude shipping companies, such as us, from their investing portfolios altogether due to environmental, social and governance factors. If we are facedwith limitations in the debt and/or equity markets as a result of these concerns, or if we are unable to access alternative means of financing on acceptableterms, or at all, we may be unable to access funds to implement our business strategy or service any future indebtedness, which could have a materialadverse effect on our financial condition and results of operations. If we cannot meet our charterers’ quality and compliance requirements, including regulations or costs associated with the environmental impact ofour vessels, we may not be able to operate our vessels profitably which could have an adverse effect on our future performance, results ofoperations, cash flows and financial position. Customers have a high focus on quality, emissions and compliance standards with their suppliers across the entire value chain, including shippingand transportation. There is also increasing focus on the environmental footprint of marine transportation. We are required to maintain operatingstandards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliancewith United States and international regulations, and are subject vetting processes conducted by prospective charterers. In addition, RightShip, which isa voluntary compliance requirement but a desirable chartering verifier among top charterers, is also demanding compliance with their standardsregarding environmental acceptability based on a number of variables and factors important in the maritime industry. If we or our manager, or otheraffiliated entities, including Stealth Maritime, Brave Maritime, StealthGas or C3is Inc., are rated low or otherwise perform poorly on RightShipevaluations or other vetting processes conducted by charterers, it could lead to the loss of approval to conduct business with us and in turn the loss ofrevenue under existing charters or future chartering opportunities. Our continuous compliance with existing and new standards and quality requirements is vital for our operations. Related risks could materialize inmultiple ways, including a sudden and unexpected breach in quality and/or compliance concerning one or more vessels and/or a continuous decrease inthe quality concerning one or more vessels occurring over time. For instance, in June 2021, the IMO, working with the Marine Environmental ProtectionCommittee, passed amendments to Annex VI aimed at reducing carbon emissions produced by vessels and include two new metrics for measuring avessel’s overall energy efficiency and actual carbon dioxide emissions: Energy Efficiency Existing Shipping Index (“EEXI”) and Carbon IntensityIndicator (“CII”). If our vessels are only able to comply with the maximum EEXI and CII thresholds by reducing their speed, our vessels may be lessattractive to charterers, and we may only be able to charter our vessels for lower charter rates or to less creditworthy charters, if we are able to do so atall. Non-compliance by us, either suddenly or over a period of time, or an increase in requirements by our charterers above and beyond what we deliver,may have a material adverse effect on our future performance, results of operations, cash flows and financial position. We are subject to regulations and liability under environmental laws that require significant expenditures, which can affect the ability andcompetitiveness of our vessels to trade, our results of operations and financial condition. Our business and the operation of our vessels are regulated under international conventions, national, state and local laws and regulations in forcein the jurisdictions in which our vessels operate, as well as in the country or countries of their registration, in order to protect against potentialenvironmental impacts. Regulations of vessels, particularly environmental regulations have become more stringent and are expected to be further 16 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 19/160
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revised and become stricter in the future, including air emissions (nitrogen and sulfur oxides, particulate matter, etc.), marine pollution, BWTSimplementation, GHG emissions, etc. As a result, significant capital expenditures may be required on our vessels to keep them in compliance, and wemay be required to pay increased prices for newbuild and secondhand vessels that meet these requirements. See “Business-Environmental and OtherRegulations” for more information. In addition, the heightened environmental, quality and security concerns of the public, regulators, insurance underwriters, financing sources andcharterers may generally lead to additional regulatory requirements, including enhanced risk assessment and security requirements, greater inspection,and safety requirements on all vessels in the marine transportation markets and possibly restrictions on the emissions of greenhouse gases from theoperation of vessels. These requirements are likely to add incremental costs to our operations and the failure to comply with these requirements mayaffect the ability of our vessels to obtain and, possibly, collect on insurance or to obtain the required certificates for entry into the different ports wherewe operate. We could also incur material liabilities, including cleanup obligations and claims for natural resource, personal injury and property damagesin the event that there is a release of petroleum or other hazardous materials from our vessels or otherwise in connection with our operations. Violationsof, or liabilities under, environmental regulations can result in substantial penalties, fines and other sanctions, including, in certain instances, seizure ordetention of our vessels. Any such actual or alleged environmental laws regulations and policies violation, under negligence, willful misconduct or fault,could result in substantial fines, civil and/or criminal penalties or curtailment of operations in certain jurisdictions, and might adversely affect ourbusiness, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business.Furthermore, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our seniormanagement. Events of this nature would have a material adverse effect on our business, financial condition and results of operations. Environmental regulations in relation to climate change and greenhouse gas (“GHG”) emissions may increase operational and financialrestrictions, and environmental compliance costs and our non–scrubber fitted vessels may face difficulties in competing with scrubber-fitted vessels. GHG reduction measures adopted, or further additional measures to be adopted by the IMO, EU and other jurisdictions for achieving 2030 goalsmay impose operational and financial restrictions, carbon taxes or an emission trading system on less efficient vessels starting from 2023, graduallyaffecting younger vessels, even newbuilds after 2030, reducing their trade and competitiveness, increasing their environmental compliance costs,imposing additional energy efficiency investments, or even making such vessels obsolete. Maritime shipping is included within the European Union’sEmission Trading Scheme (ETS) as of January 1, 2024 with a phase-in period requiring shipping companies to surrender 40% of their 2024 emissions in2025; 70% of their 2025 emissions in 2026; and 100% of their 2026 emissions in 2027. Compliance with the maritime EU ETS may result in additionalcompliance and administration costs. These or other developments may lead to environmental taxation affecting less energy efficient vessels, reducetheir trade and competitiveness and make certain vessels in our fleet obsolete, which may have a material adverse effect on our business, financialcondition and results of operations. See “Business-Environmental and Other Regulations” for more information. Our vessels are not retrofitted with scrubbers and need to use low sulfur fuel containing 0.5% sulfur content, which is currently more expensivethan standard marine fuel containing 3.5% sulfur content. If the cost differential between low sulfur fuel and high sulfur fuel is significantly higher thananticipated, or if low sulfur fuel is not available at ports on certain trading routes, it may not be feasible or competitive to operate vessels on certaintrading routes without installing scrubbers or without incurring deviation time to obtain compliant fuel. Our vessels may therefore face difficulties incompeting with vessels equipped with scrubbers. Our vessels are subject to periodic inspections by a classification society. The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. Theclassification society certifies that a vessel is safe and seaworthy in accordance 17 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 20/160
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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 classedwith Lloyds Register of Shipping, Bureau Veritas, Registro Italiano Navale (RINA) and American Bureau of Shipping (ABS). A vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, a vessel’s machinery may be on acontinuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Our vessels are on special survey cyclesfor hull inspection and continuous survey cycles for machinery inspection. Every vessel is also required to be dry docked every two to three years forinspection of the underwater parts of such vessel. However, for vessels not exceeding 15 years that have means to facilitate underwater inspection in lieuof dry docking, the dry docking may be skipped and be conducted concurrently with the special survey. 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 tradebetween ports and will be unemployable; we would then be in violation of covenants in our loan agreements and insurance contracts or other financingarrangements. This would adversely impact our operations and revenues. 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 whenvessels are deployed under spot charters. The cost of fuel, including the fuel efficiency or capability to use lower priced fuel, can also be an importantfactor considered by charterers in negotiating charter rates. Changes in the price of fuel may adversely affect our profitability. The price and supply offuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actionsby the OPEC (“Organization of Petroleum Exporting Countries”) and other oil and gas producers, war and unrest in oil producing countries and regions,regional production patterns and environmental concerns. Furthermore, fuel may become significantly more expensive in the future, which may reduceour profitability. In addition, on January 1, 2020 the 0.5% global sulfur cap in marine fuels used by vessels that are not equipped with sulfur oxide(“SOx”) exhaust gas cleaning systems (“scrubbers”) under the International Convention for Prevention of Pollution from Ships (“MARPOL”) Annex VIentered into force. Our vessels are not retrofitted with scrubbers and need to use this low sulfur fuel containing 0.5% sulfur content, which is currentlymore expensive than standard marine fuel containing 3.5% sulfur content. If the cost differential between low sulfur fuel and high sulfur fuel increases,or if low sulfur fuel is not available at ports on certain trading routes, this may adversely affect our expenses for vessels operating in the sport marketand the competitiveness of our vessels. See “—Environmental regulations in relation to climate change and greenhouse gas (“GHG”) emissions mayincrease operational and financial restrictions, and environmental compliance costs, and our non–scrubber fitted vessels may face difficulties incompeting with scrubber-fitted vessels.” In addition, this may lead to changes in the production quantities and prices of different grades of marine fuelby refineries and introduces an additional element of uncertainty in fuel markets, which could result in additional costs and adversely affect our cashflows, earnings and results from operations. Maritime claimants could arrest our vessels, which could interrupt our cash flow. Crew members, suppliers of goods and services to a vessel, shippers of cargo and others may be entitled to a maritime lien against that vessel forunsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting a vessel through foreclosureproceedings. The arrest or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of funds to have thearrest lifted. In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel which issubject to the claimant’s maritime lien and any “associated” vessel, which is 18 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 21/160
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any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against one vessel in our fleet for claims relatingto another of our ships or, possibly, another vessel managed by Stealth Maritime. Governments could requisition our vessels during a period of war or emergency, resulting in loss of revenues. A government could requisition for title or seize our vessels. Requisition for title occurs when a government takes control of a vessel and becomesthe owner. Also, a government could requisition our vessels for hire. Requisition for hire occurs when a government takes control of a vessel andeffectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition ofone or more of our vessels would adversely impact our operations and revenues, thereby resulting in loss of revenues. Risks involved with operating ocean-going vessels could affect our business and reputation, which would adversely affect our revenues and stockprice. The operation of an ocean-going vessel carries inherent risks. 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 adverseweather conditions. Any of these circumstances or events could increase our costs or lower our revenues. The involvement of our vessels in a serious accident couldharm our reputation as a safe and reliable vessel operator and lead to a loss of business. Our vessels may suffer damage and we may face unexpected repair costs, which could affect our cash flow and financial condition. If our vessels suffer damages, they may need to be repaired at a shipyard facility. The costs of repairs are unpredictable and can be substantial. Wemay have to pay repair costs that our insurance does not cover. The loss of earnings while these vessels are being repaired and repositioned, as well asthe actual cost of these repairs, would have an adverse effect on our cash flow and financial condition. We do not intend to carry business interruptioninsurance. Acts of piracy on ocean-going vessels could adversely affect our business. Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean and inthe Gulf of Aden, off the coast of Somalia. If these piracy attacks occur in regions in which our vessels are deployed and are characterized by insurers as“war risk” zones, as the Gulf of Aden continues to be, or Joint War Committee (JWC) “war and strikes” listed areas, premiums payable for suchcoverage, for which we are responsible with respect to vessels employed on spot charters, but not vessels employed on bareboat or time charters, couldincrease significantly and such insurance coverage may be more difficult to obtain. In addition, crew costs, including employing onboard securityguards, could increase in 19 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 22/160
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such circumstances. We usually employ armed guards on board the vessels on time and spot charters that transit areas where Somali pirates operate. Wemay not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, detention hijacking asa result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impacton our business, financial condition and results of operations. Our operations outside the United States expose us to global risks, such as political conflict, terrorism and public health concerns, including thecurrent conflict in Ukraine, which may interfere with the operation of our vessels. We are an international company and primarily conduct our operations outside the United States. Changing economic, political and governmentalconditions in the countries where we are engaged in business or where our vessels are registered affect us. In the past, political conflicts, particularly inthe Arabian Gulf, resulted in attacks on vessels, mining of waterways and other efforts to disrupt shipping in the area. Continuing conflicts, instabilityand other recent developments in Ukraine, the Middle East and elsewhere, including attacks in recent years involving vessels and vessel seizures forexample in the Strait of Hormuz and off the coast of Gibraltar, the attack on an Iranian tanker near the Saudi Arabian port city of Jeddah and in Syria andAfghanistan, may lead to additional acts of terrorism or armed conflict around the world, and our vessels may face higher risks of being attacked ordetained, or shipping routes transited by our vessels, such as the Strait of Hormuz or the Black Sea, may be otherwise disrupted. Acts of terrorism mayincrease with the continuing conflicts in the Middle East and North Africa, and therefore our vessels may face higher risks of being attacked. In addition,future hostilities or other political instability in regions where our vessels trade could affect our trade patterns and adversely affect our operations andperformance. If certain shipping lanes were to close it could adversely affect the availability of, and the demand for crude oil and petroleum products.This would negatively affect our business and our customers’ investment decisions over an extended period of time. In addition, sanctions against oilexporting countries such as Iran, Syria and Venezuela, and the events in Ukraine and related sanctions against Russia and regions of Ukraine, may alsoimpact the availability of crude oil and petroleum products and which would increase the availability of applicable vessels, thereby impacting negativelycharter rates. Changes in laws and regulations, including tax matters and their implementation by local authorities could affect our vessels chartered tocustomers in certain countries, including Chinese customers, as well as our vessels calling to ports in certain countries, including Chinese ports, andcould have a material adverse effect on our business, results of operations and financial condition. Terrorist attacks, or the perception that oil refineries and product tankers or crude oil tankers are potential terrorist targets, could materially andadversely affect the continued supply of refined petroleum products and crude oil to the United States and to other countries. Furthermore, futureterrorist attacks could result in increased volatility of the financial markets in the United States and globally, and could result in an economic recessionin the United States or the world. Any of these occurrences could have a material adverse impact on our operating results, revenues and costs. In addition, public health threats, such as the coronavirus, influenza and other highly communicable diseases or viruses, outbreaks of which havefrom time to time occurred in various parts of the world in which we operate, including China, could adversely impact our operations, and the operationsof our customers. The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us. Our vessels call in ports in certain geographic areas where smugglers attempt to hide drugs and other contraband on vessels, with or without theknowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether withor without the knowledge of any of our crew, we may face governmental or other regulatory claims or penalties which could have an adverse effect onour business, results of operations, cash flows and financial condition. 20 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 23/160
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Our vessels may call on ports located in countries that are subject to sanctions and embargoes imposed by the U.S. or other governments, whichcould adversely affect our reputation and the market for our common stock. From time to time on charterers’ instructions, our vessels have called and may again call on ports located in countries subject to sanctions andembargoes imposed by the United States government and countries identified by the United States government as state sponsors of terrorism, such asIran, Syria and North Korea. The U.S. sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same coveredpersons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time. We believe all of our vessels port calls have been made in full compliance with applicable economic sanctions laws and regulations, includingthose of the United States, the EU and other relevant jurisdictions. Our charter agreements include provisions that restrict trades of our vessels tocountries targeted by economic sanctions unless such transportation activities involving sanctioned countries are permitted under applicable economicsanctions and embargo regimes. Our ordinary chartering policy is to seek to include similar provisions in all of our period charters. Prior to agreeing towaive existing charter party restrictions on carrying cargoes to or from ports that may implicate sanctions risks, we ensure that the charterers have proofof compliance with international and U.S. sanctions requirements, or applicable licenses or other exemptions. Although we believe that we are in compliance with all applicable sanctions and embargo laws and regulations and intend to maintain suchcompliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may vary or may be subject tochanging interpretations and we may be unable to prevent our charterers from violating contractual and legal restrictions on their operations of thevessels. Any such violation could result in fines or other penalties for us and could result in some investors deciding, or being required, to divest theirinterest, or not to invest, in the Company. Additionally, some investors may decide to divest their interest, or not to invest, in the Company simplybecause we do business with companies that do lawful business in sanctioned countries. Moreover, our charterers may violate applicable sanctions andembargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect ourreputation. Investor perception of the value of our shares may also be adversely affected by the consequences of war, the effects of terrorism, civil unrestand governmental actions in these and surrounding countries. Failure to comply with the U.S. Foreign Corrupt Practices Act and other anti-bribery legislation in other jurisdictions could result in fines, criminalpenalties, contract terminations and an adverse effect on our business. We operate in a number of countries through the world, including countries that may be known to have a reputation for corruption. We arecommitted to doing business in accordance with applicable anti-corruption laws and have adopted policies which are consistent and in full compliancewith the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”) and other anti-bribery laws. We are subject, however, to the risk that we, our affiliatedentities or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws,including the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certainjurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damageour reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consumesignificant time and attention of our senior management. A cyber-attack could materially disrupt our business. Our business operations could be targeted by individuals or groups seeking to sabotage or disrupt our information technology systems andnetworks, or to steal data. A successful cyber-attack could materially disrupt our operations, including the safety of our operations, or lead tounauthorized release of information or alteration of information on our systems. Any such attack or other breach of our information technology systemscould have a material adverse effect on our business, financial condition, results of operations and cash flows. 21 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 24/160
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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 derive all our revenues from the payment of charter hire by charterers of our vessels. The ability and willingness of each of our counterpartiesto perform their obligations under charter agreements with us will depend on a number of factors that are beyond our control and may include, amongother things, general economic conditions, the condition of the refined petroleum product tanker sector, crude oil tanker sector and the drybulk sector, ofthe shipping industry and the overall financial condition of the counterparties. In addition, in depressed market conditions, charterers may seek torenegotiate their charters or may default on their obligations under charters and our charterers may fail to pay charter hire or attempt to renegotiatecharter rates. Should a counterparty fail to honor its obligations under agreements with us, it may be difficult to secure substitute employment for suchvessel, and any new charter arrangements we secure in the spot market or on bareboat or time charters could be at lower rates. If we lose a charter, wemay be unable to re-deploy the related vessel on terms as favorable to us. We would not receive any revenues from such a vessel while it remainedunchartered, but we may be required to pay expenses necessary to maintain the vessel in proper operating condition, insure it and service anyindebtedness secured by such vessel. The failure by charterers to meet their obligations to us or an attempt by charterers to renegotiate our charteragreements could have a material adverse effect on our revenues, results of operations and financial condition. Employment of our vessels on time or bareboat charters may prevent us from taking advantage of rising spot charter rates. The spot market may fluctuate significantly based upon tanker, crude oil and refined petroleum product supply and demand, in the case of ourtankers, and drybulk carrier and drybulk cargo supply and demand, in the case of our drybulk carriers. The factors affecting supply and demand fortankers, crude oil and refined petroleum products and drybulk carriers are outside of our control, and the nature, timing and degree of changes inindustry conditions are unpredictable. As of April 15, 2025, five of our vessels were operating in the spot market. We may employ more vessels on time and bareboat charters in thefuture, and to the extent we employ our vessels on time and bareboat charters, the charter rates for such vessels will be fixed for a specified time period.We cannot assure you that charter rates will not increase during the period of such employment. If our vessels are employed on time or bareboat chartersduring a period of rising spot market charter rates, we would be unable to pursue opportunities to charter our vessels at such higher charter rates.Conversely, spot rates are volatile and cyclical and may decline substantially. Charters at attractive rates may not be available when the charters for our vessels expire, which would have an adverse impact on our revenues andfinancial condition. As of April 15, 2025, all of our vessels were employed in the spot market or on time charters expiring from May 2025 up to September 2027. Weare exposed to prevailing charter rates in the product tanker, crude tanker and drybulk carrier sectors, including with respect to our vessels operating inthe spot market and when our vessels’ existing time charters expire, and to the extent the counterparties to our fixed-rate time charter contracts fail tohonor their obligations to us. The successful operation of our vessels in the competitive and highly volatile spot charter market will depend on, amongother things, obtaining profitable spot charters, which depends greatly on vessel supply and demand, and minimizing, to the extent possible, time spentwaiting for charters and time spent traveling unladen to pick up cargo. When the current charters for our fleet expire or are terminated, it may not bepossible to re-charter these vessels at similar rates, or at all, or to secure charters for any vessels we agree to acquire at similarly profitable rates, or at all.As a result, we may have to accept lower rates or experience off hire time for our vessels, which would adversely impact our revenues, results ofoperations and financial condition. 22 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 25/160
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We depend upon a few significant customers for our revenues. The loss of one or more of these customers could adversely affect our financialperformance. We derive a significant part of our revenue from a small number of charterers. For the year ended December 31, 2022, we had two customers fromwhich we derived 33% of our revenues, for the year ended December 31, 2023 we had one customer from which we derived 21% of our revenues, andfor the year ended December 31, 2024 we had two customers from which we derived 21% of our revenues. We anticipate a limited number of customerswill continue to represent significant amounts of our revenue. If these customers cease doing business or do not fulfill their obligations under thecharters of our vessels, due to financial pressure on these customers or otherwise, our results of operations and cash flows could be adversely affected.Further, if we encounter any difficulties in our relationships with these charterers, our results of operations, cash flows and financial condition could beadversely affected. Technological innovation could reduce our charter hire income and the value of our vessels. The charter hire rates and the value and operational life of a vessel are determined by a number of factors including the vessel’s efficiency,operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly, including the abilityto use alternative combustion fuels. Flexibility includes the ability to enter harbors, utilize related docking facilities and pass through canals and straits.The length of a vessel’s physical life is related to its original design and construction, its maintenance and the impact of the stress of operations. Moretechnologically advanced tankers and drybulk carriers have been built since our vessels, which have an average age of 15.6 years as of April 15, 2025,were constructed and tankers and drybulk carriers with further advancements may be built that are even more efficient or more flexible or have longerphysical lives, including new vessels powered by alternative fuels or which are otherwise perceived as more environmentally friendly by charterers. Competition from these more technologically advanced vessels could adversely affect the amount of charter hire payments we receive for ourvessels, and the resale value of our vessels could significantly decrease, which could also result in impairment costs. In these circumstances, we mayalso be forced to charter our vessels to less creditworthy charterers, either because the oil majors and other top tier charters will not charter older andless technologically advanced vessels or will only charter such vessels at lower contracted charter rates than we are able to obtain from these lesscreditworthy, second tier charterers. Consequently, our results of operations and financial condition could be adversely affected. The aging of our fleet may result in our vessels being less attractive to charterers and in increased operating costs in the future, which couldadversely affect our earnings. Our fleet’s average age, which was approximately 15.6 years, as of April 15, 2025, with our tankers having an average age of 16.7 years and ourdrybulk carriers having an average age of 12.4 years, which is above the average age of the global tanker fleet and only somewhat below above theaverage age of the global drybulk carrier fleet, respectively. As our vessels age we may have difficulty competing with younger, more technologicallyadvanced vessels for charters from oil majors and other top-tier charterers. In general, the costs to maintain a tanker or drybulk carrier in good operatingcondition increase with the age of the vessel. Older vessels are typically less fuel-efficient and more costly to maintain than more recently constructedtankers or drybulk carriers, as applicable, due to improvements in engine technology. Cargo insurance rates also increase with the age of a vessel, as docharterer’s concerns regarding the perceived reliability of the vessel’s technical performance. As a result, older vessels are generally less desirable tocharterers, particularly 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 ourcash flows and income. As of April 15, 2025, the vessels in our fleet had an average age of approximately 15.6 years, with our tankers having an average age of 16.7 yearsand our drybulk carriers having an average age of 12.4 years. Unless 23 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 26/160
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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. Weestimate the useful life of our vessels to be 25 years from the completion of their construction. Our cash flows and income are dependent on therevenues we earn by chartering our vessels to customers. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, ourbusiness, financial condition and results of operations may be materially adversely affected. Any reserves set aside for vessel replacement would not beavailable 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. Secured bank debt is common in the shippingindustry, however, and we may incur indebtedness in connection with any further expansion of our fleet or the financing of existing vessels. We expectour future financing arrangements may impose operating and financial restrictions on us. These restrictions may limit our ability to: • incur additional indebtedness; • create liens on our assets; • sell capital stock of our subsidiaries; • make investments; • engage in mergers or acquisitions; • pay dividends; and • make capital expenditures. We expect that any future credit facilities will require us to maintain specified financial ratios, satisfy financial covenants and contain cross-defaultclauses. As a result of the restrictions in our future financing arrangements we may enter into with respect to future vessels which we have yet toidentify, we may need to seek permission from our lenders in order to engage in some corporate actions. Our future lenders’ interests may be differentfrom ours, and we may not be able to obtain their permission when needed. This may prevent us from taking actions that we believe are in our bestinterest which may adversely impact our revenues, results of operations and financial condition. If in the future we again incur debt, a failure by us to meet our payment and other obligations contained in the agreements for such indebtedness,including our financial covenants and security coverage requirement, could lead to defaults under any future secured loan agreements. Our lenders couldthen accelerate our indebtedness outstanding at such time and foreclose on any vessels in our fleet mortgaged thereunder. The loss of our vessels wouldmean we could not run our business. The market values of our vessels may decrease, which could cause us to breach covenants in any future credit facilities, and could have a materialadverse effect on our business, financial condition and results of operations. Any future credit facilities, which likely would be secured by liens on our vessels, we enter into will likely contain various financial covenants,including requirements that relate to our financial condition, operating performance and liquidity. For example, we may be required to maintain amaximum consolidated leverage ratio that is based, in part, upon the market value of the vessels securing the applicable loan, as well as a minimum ratioof the market value of vessels securing a loan to the principal amount outstanding under such loan. The market value of drybulk carriers and tankers issensitive to, among other things, changes in the drybulk carrier and tanker charter markets, respectively, with vessel values deteriorating in times whendrybulk carrier charter rates or tanker charter rates, as applicable, are falling and improving when charter rates are anticipated to rise. 24 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 27/160
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Lower charter rates coupled with the difficulty in obtaining financing for vessel purchases have adversely affected drybulk carrier and tanker values inthe recent past. If we face similar conditions in the future, this could lead to a significant decline in the fair market values of our vessels, which mayaffect our ability to comply with these loan covenants. If the value of our vessels deteriorates, we may have to record an impairment charge in ourfinancial statements which would adversely affect our financial results and could further hinder our ability to raise capital. If in the future we again incur debt, a failure to comply with the covenants contained in such debt agreements and/or obtain covenant waivers ormodifications could result in the lenders thereunder requiring us to post additional collateral, enhance our equity and liquidity, increase our interestpayments or pay down indebtedness to a level where we were in compliance with such loan covenants, sell vessels in our fleet or accelerate ourindebtedness, which would impair our ability to continue to conduct our business. If in the future we incur debt and such indebtedness is accelerated, wemay not be able to refinance this debt or obtain additional financing and could lose our vessels if our lenders foreclosed on their liens. In addition, if wefind it necessary to sell our vessels at a time when vessel prices are low, we will recognize losses and a reduction in our earnings, which could affect ourability to raise additional capital necessary for us to comply with loan agreements for debt we may incur in the future. Our ability to obtain debt financing may be dependent on the performance of our then existing charters and the creditworthiness of our charterers,as well as the perceived impact of emissions by our vessels on the climate. The actual or perceived credit quality of our charterers, and any defaults by them, may materially affect our ability to obtain the additional capitalresources that we will require in order to purchase additional vessels or may significantly increase our costs of obtaining such capital. Our inability toobtain additional financing, or obtain financing at a higher than anticipated cost may materially affect our results of operation and our ability toimplement our business strategy. In 2019, a number of leading lenders to the shipping industry and other industry participants announced a global framework by which financialinstitutions can assess the climate alignment of their ship finance portfolios, called the Poseidon Principles, and additional lenders have subsequentlyannounced their intention to adhere to such principles. If the ships in our fleet are deemed not to satisfy the emissions and other sustainability standardscontemplated by the Poseidon Principles, or other Environmental Social Governance (ESG) standards required by lenders or investors, the availabilityand cost of bank financing for such vessels may be adversely affected. 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 inconnection with any further expansion of our fleet or the financing of existing vessels. This increase in the level of indebtedness and the need to servicethe indebtedness may impact our profitability and cash available for growth of our fleet, working capital and dividends if any. In addition, dividendpayments on our Series A Preferred Stock will reduce cash available for growth of our fleet, working capital and dividends, if any, on our commonstock. Additionally, any increases in interest rate levels, may increase the cost of servicing any potential future indebtedness. To finance our future fleet expansion program beyond our current fleet, we may incur secured debt. We would have to dedicate a portion of ourcash flow from operations to pay the principal and interest on such future debt. These payments would limit funds otherwise available for workingcapital, capital expenditures, and other purposes, including any distributions of cash to our stockholders, and our inability to service any such debt couldlead to acceleration of such debt and foreclosure on our fleet. Moreover, carrying secured indebtedness would expose us to increased risks if the demand for oil, oil-related or drybulk marine transportationdecreases and charter rates and vessel values are adversely affected. 25 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 28/160
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We may become exposed to volatility in interest rates, including SOFR. To the extent we enter into credit facilities in the future to finance our fleet, we expect that the loans advanced under such credit facilities would beadvanced at a floating rate based on SOFR. After a long period of relative stability at historically low levels, interest rates in 2022 began to increase; thistrend continued up to the first half of 2023. Following this period interest rates have begun to gradually decrease. Any future volatility in interest rates aswitnessed in the past can affect the amount of interest payable on floating rate debt, and which, in turn, could have an adverse effect on our earnings andcash flow during periods in which we have such debt.Our financial condition could be materially adversely affected at any time that we have not enteredinto interest rate hedging arrangements to hedge our interest rate exposure and the interest rates applicable to any credit facilities and or other financingarrangements we may enter into in the future increase. Moreover, even if we have entered into interest rate swaps or other derivative instruments forpurposes of managing our interest rate or bunker cost exposure, our hedging strategies may not be effective and we may incur substantial losses. Any derivative contracts we may enter into to hedge our exposure to fluctuations in interest rates could result in higher than market interest ratesand charges against our income, as well as reductions in our stockholders’ equity. We may enter into interest rate swaps for purposes of managing our exposure to fluctuations in interest rates applicable to indebtedness under anyfuture credit facilities which are advanced at floating rates. Our hedging strategies, however, may not be effective and we may incur substantial losses ifinterest rates or currencies move materially differently from our expectations. To the extent any interest rate swaps we may enter into do not qualify for treatment as hedges for accounting purposes, we will recognizefluctuations in the fair value of such contracts in our statement of comprehensive income. In addition, changes in the fair value of any derivativecontracts that do qualify for treatment as accounting hedges, will be recognized in “Accumulated other comprehensive income” on our statement ofequity. Our financial condition could also be materially adversely affected to the extent we do not hedge our exposure to interest rate fluctuations underour financing arrangements under which loans may be advanced at a floating rate. In addition, we may enter in the future into foreign currency derivative contracts in order to hedge an exposure to foreign currencies related toshipbuilding contracts. Any hedging activities we engage in may not effectively manage our interest rate and foreign exchange exposure or have the desired impact onour financial condition or results of operations. Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations couldadversely 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. However, arelatively small portion of our overall expenses, mainly executive compensation, is incurred in Euros. This could lead to fluctuations in net income dueto changes in the value of the U.S. dollar relative to the other currencies, in particular the Euro. Expenses incurred in foreign currencies against whichthe U.S. dollar falls in value can thereby increase, decreasing our net income. Inflation could adversely affect our business and financial results. Inflation could adversely affect our business and financial results by increasing the costs of labor and materials needed to operate our business.During 2022, 2023 and 2024, we experienced moderate inflationary cost increases in vessel operating expenses mainly in spares, stores and maintenancecosts, before such cost increases peaked in late 2022 and followed a slower growth in 2023 and 2024. In 2022 our main cost driver was the increase inthe number of our vessels as well as the effect of COVID-19 pandemic on crew costs. In 2023 our 26 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 29/160
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main cost driver was the average increase of our fleet by approximately three vessels, while in 2024 our fleet increased by two more vessels thus leadingto increased costs of operations. In an intense inflationary environment and depending on the tanker and drybulk industries specific conditions andmarket cycles, we may be unable to raise our charter rates enough to offset the increasing costs of our operations, which would decrease our profitmargins. Inflation may also raise our costs of capital and decrease our purchasing power, making it more difficult to maintain sufficient funds to operateour business. See “Item 5. Operating and Financial Review and Prospects—Inflation.” We are dependent on our relationship with Stealth Maritime. Stealth Maritime serves as commercial and technical manager for all of the vessels in our fleet . We are accordingly dependent upon our fleetmanager, Stealth Maritime, for: • the administration, chartering and operations supervision of our fleet; • our recognition and acceptance as owners of product and crude oil carriers, including our ability to attract charterers; • our ability to obtain vetting approval from oil majors; • relations with charterers and charter brokers; • operational expertise; and • management experience. The loss of Stealth Maritime’s services or its failure to perform its obligations to us properly for financial or other reasons could materially andadversely affect our business and the results of our operations, including the potential loss of oil major approvals to conduct business with us and in turnour ability to employ our vessels our charters with such oil majors. Although we may have rights against Stealth Maritime if it defaults on its obligationsto us, you would have no recourse against Stealth Maritime. In addition, in such a case or if our management agreement were to be terminated we mightnot be able to find a replacement manager on terms as favorable as those currently in place with Stealth Maritime. Further, we expect that we will needto seek approval from our future lenders to change our manager. We are not permitted to change our commercial or technical our manager from StealthMaritime, or to allow Stealth Maritime to subcontract or delegate commercial or technical management, without the prior written consent of our lenders. In addition, if Stealth Maritime suffers material damage to its reputation or relationships, including as a result of a spill or other environmentalincident or an accident, or any violation or alleged violation of U.S., EU, UN or other sanctions, involving ships managed by Stealth Maritime whetheror not owned by us, it may harm the ability of our company or our subsidiaries to successfully compete in our industry, including due to oil majors andother charterers electing not to do business with Stealth Maritime or us. Since our manager, Stealth Maritime, is a privately held company and there is little or no publicly available information about it, an investor couldhave little advance warning of potential financial and other problems that might affect our manager that could have a material adverse effect on us. We would be materially adversely affected if our manager becomes unable or unwilling to provide services for our benefit at the level of qualitythey have provided such services to our vessels in the past. If we were required to employ a ship management company other than our manager, wecannot offer any assurances that the terms of such management agreements and results of operations would be equally or more beneficial to us in thelong term. Our manager’s ability to render management services will depend in part on its own financial strength. Circumstances beyond our control couldimpair Stealth Maritime’s financial strength, and because it is a 27 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 30/160
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privately held company, information about its financial strength is not publicly available. As a result, our stockholders and we might have little advancewarning of financial or other problems affecting our manager even though their financial or other problems could have a material adverse effect on ourstockholders and us. Our officers face conflicts in the allocation of their time to our business. In addition, the fiduciary duties of our officers and directors may conflictwith those of the officers and directors of StealthGas, C3is and/or its affiliates. Our Chief Executive Officer is involved in other business activities not associated with us, which may result in his spending less time than isappropriate or necessary to manage our business successfully. In particular, Mr. Vafias, who functions as our Chief Executive Officer and President, alsoprovides services in similar capacities for StealthGas and is a significant stockholder of StealthGas, and is the Non-Executive Chairman of C3is Inc. Ourofficers are not required to work full-time on our affairs and also perform services for StealthGas, C3is Inc. and its affiliates. As a result, there could bematerial competition for the time and effort of our officers who also provide services to StealthGas, C3is and its affiliates, which could have a materialadverse effect on our business, results of operations and financial condition. See “Item 6. Directors, Senior Management and Employees”. Our officers and directors have fiduciary duties to manage our business in a manner beneficial to us and our stockholders. However, some of ourofficers and directors also serve as executive officers and/or directors of StealthGas and C3is Inc. As a result, these individuals have fiduciary duties tomanage the business of StealthGas, C3is Inc. and its affiliates in a manner beneficial to such entities and their stockholders. Consequently, these officersand directors may encounter situations in which their fiduciary obligations to StealthGas, C3is Inc. and us are in conflict. There may also be otherbusiness opportunities for which StealthGas and C3is Inc. may compete with us such as hiring employees, acquiring other businesses, or entering intojoint ventures, which could have a material adverse effect on our business. Companies affiliated with us or our management, including StealthGas, C3is Inc. Stealth Maritime and Brave Maritime, may manage or acquirevessels that compete with our fleet. Entities affiliated with other members of the Vafias family own vessels that operate in various sectors of the shipping industry, including a numberof product and crude oil tankers and drybulk carriers, which are managed by Stealth Maritime and/or Brave Maritime. It is possible that StealthGas, C3isInc., Stealth Maritime or other companies affiliated with the Vafias family or Stealth Maritime, including Brave Maritime, could, in the future, agree toacquire or manage additional vessels that compete directly with ours and may face conflicts between their own interests and their obligations to us.These conflicts may arise in connection with the chartering, purchase, sale and operations of the vessels in our fleet versus other vessels in which thesepersons or entities have an interest. Accordingly, our management and our manager might be faced with conflicts of interest with respect to their owninterests and their obligations to us. These conflicts of interests may have an adverse effect on our business and your interests as stockholders. We may enter into certain significant transactions with companies affiliated with members of the Vafias family which may result in conflicts ofinterests. In addition to our management contract with Stealth Maritime, a company controlled by members of the Vafias family other than our ChiefExecutive Officer, from time to time we may enter into other transactions with companies affiliated with members of the Vafias family. For instance, weacquired an aggregate of seventeen vessels from entities affiliated with the family of our Chief Executive Officer since 2022, and sold one vessel to C3isInc. Stealth Maritime also contracts for the crewing of vessels in our fleet with Hellenic Manning Overseas Inc., which is 25% owned by an affiliate ofStealth Maritime. Such transactions could create conflicts of interest that could adversely affect our business or your interests as holders of our shares, aswell as our financial position, results of operations and our future prospects. 28 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 31/160
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As our fleet grows in size, we will have to improve our operations and financial systems, staff and crew; if we cannot maintain these systems orcontinue to recruit suitable employees, our business and results of operations may be adversely affected. As we expand our fleet, we and Stealth Maritime will have to invest considerable sums in upgrading its operating and financial systems, as well ashiring additional well-qualified personnel to manage the vessels. In addition, as we expand our fleet, we will have to rely on our technical managers torecruit suitable additional seafarers and shoreside administrative and management personnel. Stealth Maritime and those technical managers may not beable to continue to hire suitable employees to the extent we continue to expand our fleet. Our vessels require a technically skilled staff with specializedtraining. If the technical managers’ crewing agents are unable to employ such technically skilled staff, they may not be able to adequately staff ourvessels. If Stealth Maritime is unable to operate our financial and operations systems effectively or our technical managers are unable to recruit suitableemployees as we expand our fleet, our results of operation and our ability to expand our fleet may be adversely affected. Delays in the delivery of any newbuilding or secondhand vessels we agree to acquire could harm our operating results. 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 toacquire in the future, would delay our receipt of revenues generated by these vessels and, to the extent we have arranged charter employment for thesevessels, could possibly result in the cancellation of those charters, and therefore adversely affect our anticipated results of operations. Although thiswould delay our funding requirements for the installment payments to purchase these vessels, it would also delay our receipt of revenues under anycharters we arrange for such vessels. 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 orpolitical 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 weakeconomic conditions and shipping demand and a dispute with the shipyard building the vessel. In addition, the refund guarantors under any newbuilding contracts, which are banks, financial institutions and other credit agencies, may also beaffected by financial market conditions in the same manner as our lenders and, as a result, may be unable or unwilling to meet their obligations undertheir refund guarantees. If the shipbuilders or refund guarantors are unable or unwilling to meet their obligations to the sellers of the vessels, this mayimpact our acquisition of vessels and may materially and adversely affect our operations and our obligations under any of our future credit facilities. Thedelivery of any secondhand vessels could be delayed because of, among other things, hostilities or political disturbances, non-performance of thepurchase agreement with respect to the vessels by the seller, our inability to obtain requisite permits, approvals or financing or damage to or destructionof the vessels while being operated by the seller prior to the delivery date. If we fail to manage our growth properly, we may not be able to successfully expand our market share. We intend to continue to grow our fleet. The acquisition of such additional vessels could impose significant additional responsibilities on ourmanagement and staff, and may necessitate that we, and they, increase the number of personnel. In the future, we may not be able to identify suitablevessels, acquire vessels on advantageous terms or obtain financing for such acquisitions. 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 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 32/160
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• expanding our customer base; and • obtaining required financing. Growing a business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty in obtaining additionalqualified personnel, managing relationships with customers and our commercial and technical managers and integrating newly acquired vessels intoexisting infrastructures. We may not be successful in executing any growth initiatives and may incur significant expenses and losses in connectiontherewith. We may be unable to attract and retain key management personnel and other employees in the shipping industry, which may negatively affect theeffectiveness of our management and our results of operation. Our success depends to a significant extent upon the abilities and efforts of our management team, including our Chief Executive Officer, HarryVafias. In addition, Harry Vafias is a member of the Vafias family, which controls Stealth Maritime, our fleet manager. Our success will depend upon ourand Stealth Maritime’s ability to hire and retain qualified managers to oversee our operations. The loss of any of these individuals could adversely affectour business prospects and financial condition. Difficulty in hiring and retaining personnel could adversely affect our results of operations. We do nothave employment agreements directly with our key personnel who are technically employees of Stealth Maritime, our fleet manager, although under ourmanagement agreement with Stealth Maritime, our relationship is governed by terms substantially similar to those typically included in employmentagreements. 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 orestablished companies with greater resources. We deploy our tanker vessels in highly competitive markets that are capital intensive. Competition arises primarily from other vessel owners,many of which have larger fleets and greater resources than we do. Competition for the transportation of refined petroleum products and crude oil can beintense and depends on price, location, size, age, condition and the acceptability of the vessel and its managers to the charterers. Competitors withgreater resources could enter and operate larger tanker fleets through consolidations or acquisitions, and many larger fleets that compete with us in eachof these sectors may be able to offer more competitive prices and fleets. The international drybulk shipping industry is highly competitive, and we may not be able to compete successfully for charters with new entrants orestablished companies with greater resources. We employ our drybulk vessels in highly competitive markets that are capital intensive and highly fragmented. Competition arises primarily fromother vessel owners, some of whom have substantially greater resources than we do. Competition for the transportation of drybulk cargo by sea isintense and depends on price, customer relationships, operating expertise, professional reputation and size, age, location and condition of the vessel. Duein part to the highly fragmented market, additional competitors with greater resources could enter the drybulk shipping industry and operate larger fleetsthrough consolidations or acquisitions and may be able to offer lower charter rates than we are able to offer, which could have a material adverse effecton our fleet utilization and, accordingly, our results of operations. Purchasing and operating previously owned, or secondhand, vessels may result in increased operating costs and vessels off-hire, which couldadversely affect our revenues. Our examination of secondhand vessels, which may not include physical inspection prior to purchase, does not provide us with the sameknowledge about their condition and cost of any required (or anticipated) repairs that we would have had if these vessels had been built for and operatedexclusively by us. Generally, we do not receive the benefit of warranties on secondhand vessels. 30 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 33/160
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In general, the cost of maintaining a vessel in good operating condition increases with its age. As of April 15, 2025, the average age of the vesselsin our fleet was approximately 15.6 years. Older vessels are typically less fuel efficient and more costly to maintain and operate than more recentlyconstructed vessels due to improvements in engine technology. Cargo insurance rates increase with the age of a vessel, making older vessels lessdesirable to charterers. Governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations, or theaddition of new equipment, to our vessels and may restrict the type of activities in which the vessels may engage. As our vessels age, market conditionsmay not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives. If we sell vessels, the salesprices may not equal and could be less than their carrying values at that time and thereby negatively affect our profitability. The shipping industry has inherent operational risks that may not be adequately covered by our insurance. We procure hull and machinery insurance, protection and indemnity insurance, which include environmental damage and pollution insurancecoverage, and war risk insurance for our fleet. While we endeavor to be adequately insured against all known risks related to the operation of our ships,there remains the possibility that a liability may not be adequately covered and we may not be able to obtain adequate insurance coverage for our fleet inthe future. The insurers may also not pay particular claims. Even if our insurance coverage is adequate, we may not be able to timely obtain areplacement vessel in the event of a loss. Our insurance policies contain deductibles for which we will be responsible and limitations and exclusionswhich may increase our costs or lower our revenue. In addition, if one of our ships, or other ships managed by Stealth Maritime or Brave Maritime andowned by an affiliated entity of Stealth Maritime or Brave Maritime, were to incur significant costs from an accident, spill or other environmentalliability, our insurance premiums and costs could increase significantly. The operation of drybulk vessels has particular operational risks. The operation of drybulk vessels has certain unique risks. With a drybulk vessel, the cargo itself and its interaction with the vessel can be anoperational risk. By their nature, drybulk cargoes are often heavy, dense, easily shifted, and react badly to water exposure. In addition, drybulk vesselsare often subjected to battering treatment during discharging operations with grabs, jackhammers (to pry encrusted cargoes out of the hold) and smallbulldozers. This treatment may cause damage to the vessel. Vessels damaged due to treatment during discharging procedures may affect a vessel’sseaworthiness while at sea. Hull fractures in drybulk vessels may lead to the flooding of the vessels’ holds. If a drybulk vessel suffers flooding in itsforward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads, leading to the loss of a vessel.If we are unable to adequately maintain our vessel and other vessels we may acquire, we may be unable to prevent these events. Any of thesecircumstances or events could negatively impact our business, financial condition, and results of operations. We may be subject to lawsuits for damages and penalties. The nature of our business exposes us to the risk of lawsuits for damages or penalties relating to, among other things, personal injury, propertycasualty and environmental contamination. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business,principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles.However, such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. Regulatory and legal risks as a result of our global operations, including with respect to sanctioned countries, could have a material adverse effecton our business, results of operations and financial conditions. Our global operations increase both the number and the level of complexity of U.S. or foreign laws and regulations applicable to us, some ofwhich can conflict with one another, as is the case, for instance, with certain 31 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 34/160
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sanctions issued by U.S., E.U. and U.K. These laws and regulations include international labor laws; U.S. laws such as the FCPA and other laws andregulations established by the Office of Foreign Assets Control; local laws such as the U.K. Bribery Act 2010; data privacy requirements like theEuropean General Data Protection Regulation, enforceable as of May 25, 2018; and the E.U.-U.S. Privacy Shield Framework, adopted by the EuropeanCommission on July 12, 2016. Some sanctions may also apply to transportation of goods (including crude oil) originating in sanctioned countries(particularly Iran, Venezuela and Russia), even if the vessel does not travel to those countries, or is otherwise acting on behalf of sanctioned persons. Wemay inadvertently breach some provisions of those laws and regulations which could result in cease of business activities, criminal sanctions against us,our officers or our employees, fines and materially damage our reputation. In addition, detecting, investigating and resolving such cases of actual oralleged violations may be expensive and time consuming for our senior management. For example, in 2024 our tanker vessels made 14 voyages carrying cargoes originating in the Russian ports of St. Petersburg and Ust-Luga, forwhich 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. It is possible that such cargoes, despite our belief that they are compliant with applicable sanctions, are alleged to haveoriginated from sources that are not in compliance with such sanctions, which could result in penalties against us, including blacklisting of a vesselwhich would preclude chartering or selling such vessel, and negatively impact our acceptability to potential charterers and harm our business. Inaddition, it may not be possible for us to obtain war risk or other insurances for any vessel loading cargoes originating in such countries, as has been thecase for certain of our vessels’ voyages this year. In such a case, if the vessel was involved in an accident, spill or was otherwise damaged in connectionwith 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 associatedwith 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 obligatedto service and repay any outstanding indebtedness that may be secured by such vessel. In addition, any deemed non-compliance with sanctions couldconstitute an event of default under any loan agreements secured by such vessel, and our lenders may seek to accelerate for immediate repayment anyindebtedness outstanding thereunder. Any such occurrences could adversely affect our business, results of operations or financial condition. In addition,actual or alleged violations could damage our reputation and ability to do business. Furthermore, if ships managed by Stealth Maritime or BraveMaritime, including those not owned by us, and ships owned by an affiliated entity of Stealth Maritime or Brave Maritime, including StealthGas andC3is were deemed to have violated sanctions or other laws and regulations, we could face similar consequences, including an inability to charter, insureor sell our ships, if we, such affiliated entities or our ships are blacklisted by authorities. We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations or tomake dividend payments. We are a holding company and our subsidiaries, which are all wholly-owned by us, conduct all of our operations and own all of our operatingassets. We have no significant assets other than the equity interests in our wholly-owned subsidiaries. As a result, our ability to make dividend paymentsto you depends on our subsidiaries and their ability to distribute funds to us. If we are unable to obtain funds from our subsidiaries, we may be unable orour Board of Directors may exercise its discretion not to pay dividends. Obligations associated with being a public company require significant company resources and management attention. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the other rules andregulations of the SEC, including the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley. Section 404 of Sarbanes-Oxley requires that we evaluate anddetermine the effectiveness of our internal control over financial reporting. 32 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 35/160
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We work with our legal, accounting and financial advisors to identify any areas in which changes should be made to our financial andmanagement control systems to manage our growth and our obligations as a public company. We evaluate areas such as corporate governance, corporatecontrol, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We will make changes in any of these andother areas, including our internal control over financial reporting, which we believe are necessary. However, these and other measures we may takemay not be sufficient to allow us to satisfy our obligations as a public company on a timely and reliable basis. In addition, compliance with reportingand other requirements applicable to public companies do create additional costs for us and will require the time and attention of management. Ourlimited management resources may exacerbate the difficulties in complying with these reporting and other requirements while focusing on executing ourbusiness strategy. We may not be able to predict or estimate the amount of the additional costs we may incur, the timing of such costs or the degree ofimpact that our management’s attention to these matters will have on our business. If management is unable to provide reports as to the effectiveness of our internal control over financial reporting, investors could lose confidence inthe reliability of our financial statements, which could result in a decrease in the value of our common stock. 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’sassessment of the effectiveness of our internal control over financial reporting. If, in such annual reports on Form 20-F, our management cannot providea report as to the effectiveness of our internal control over financial reporting as required by Section 404, investors could lose confidence in thereliability of our financial statements, which could result in a decrease in the value of our shares. Risks Related to Taxation A change in tax laws in any country in which we operate or loss of a major tax dispute or a successful tax challenge to our operating structure,intercompany pricing policies or the taxable presence of our subsidiaries in certain countries could adversely affect us. Tax laws, treaties and regulations are highly complex and subject to interpretation. Consequently, we and our subsidiaries are subject to changinglaws, treaties and regulations in and between the countries in which we operate. Our tax expense is based on our interpretation of the tax laws in effect atthe time the expense was incurred. A change in tax laws, treaties or regulations, or in the interpretation thereof, could result in a materially higher taxexpense or a higher effective tax rate on our earnings. Such changes may include measures enacted in response to the ongoing initiatives in relation tofiscal legislation at an international level such as the Action Plan on Base Erosion and Profit Shifting of the Organization for Economic Co-Operationand Development, which contemplates a global minimum tax rate of 15% calculated on a jurisdictional basis, subject to exemptions including forqualifying international shipping income. In addition, if any tax authority successfully challenges positions we may take in tax filings, our operational structure, intercompany pricingpolicies, the taxable presence of our subsidiaries in certain countries or any other situation, or if the terms of certain income tax treaties are interpreted ina manner that is adverse to our structure, or if we lose a material tax dispute in any country, our effective tax rate on our worldwide earnings couldincrease substantially and our earnings and cash flows from operations could be materially adversely affected. In accordance with the currently applicable Greek law, foreign flagged vessels that are managed by Greek or foreign ship management companieshaving established an office in Greece are subject to duties towards the Greek state which are calculated on the basis of the relevant vessels’ tonnage.The payment of said duties exhausts the tax liability of the foreign ship owning company and the relevant manager against any tax, duty, charge orcontribution payable on income from the exploitation of the foreign flagged vessel. As our manager is located in Greece, we will have to pay theseduties. Our operations in Greece may be subjected to new regulations that may require us to incur new or additional compliance or other administrativecosts, which may include requirements that we pay to the Greek government new taxes or other fees. 33 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 36/160
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In addition, China has enacted a new tax for non-resident international transportation enterprises engaged in the provision of services ofpassengers or cargo, among other items, in and out of China using their own, chartered or leased vessels, including any stevedore, warehousing andother services connected with the transportation. The new regulation broadens the range of international transportation companies which may findthemselves liable for Chinese enterprise income tax on profits generated from international transportation services passing through Chinese ports. We may have to pay tax on United States-source income, which would reduce our earnings. Under the United States Internal Revenue Code of 1986, as amended, or the Code, 50% of the gross shipping income of vessel owning orchartering corporations, such as our subsidiaries, that is attributable to transportation that begins or ends, but does not both begin and end, in the UnitedStates is characterized as United States-source shipping income. United States-source shipping income is subject to either a (i) 4% United States federalincome tax without allowance for deductions or (ii) taxation at the standard United States federal income tax rates (and potentially to a 30% branchprofits tax), unless derived by a corporation that qualifies for exemption from tax under Section 883 of the Code and the Treasury Regulationspromulgated thereunder. Generally, we and our subsidiaries will qualify for this exemption for a taxable year if our shares are treated as “primarily and regularly traded” onan established securities market in the United States. Our shares of common stock will be so treated if (i) the aggregate number of our shares of commonstock traded during such year on an established securities market in the United States exceeds the aggregate number of our shares of common stocktraded during that year on established securities markets in any other single country, (ii) either (x) our shares of common stock are regularly quotedduring such year by dealers making a market in our shares or (y) trades in our shares of common stock are effected, other than in de minimis quantities,on an established securities market in the United States on at least 60 days during such taxable year and the aggregate number of our shares of commonstock traded on an established securities market in the United States during such year equals at least 10% of the average number of our shares ofcommon stock outstanding during such taxable year and (iii) our shares of common stock are not “closely held” during such taxable year. For thesepurposes, our shares of common stock will be treated as closely held during a taxable year if, for more than one-half the number of days in such taxableyear, one or more persons each of whom owns either directly or under applicable attribution rules, at least 5% of our shares of common stock, own, inthe aggregate, 50% or more of our shares of common stock, unless we can establish, in accordance with applicable documentation requirements, that asufficient number of the shares of common stock in the closely-held block are owned, directly or indirectly, by persons that are residents of foreignjurisdictions that provide United States shipping companies with an exemption from tax that is equivalent to that provided by Section 883 to precludeother stockholders in the closely-held block from owning 50% or more of the closely-held block of shares of common stock. We believe that it will be the case, and may also be the case in the future, that, one or more persons each of whom owns, either directly or underapplicable attribution rules, at least 5% of our shares of common stock own, in the aggregate, 50% or more of our shares of common stock. In suchcircumstances, we and our subsidiaries may qualify for the exemption provided in Section 883 of the Code only if a sufficient number of shares of theclosely-held block of our shares of common stock were owned or treated as owned by “qualified shareholders” so it could not be the case that, for morethan half of the days in the taxable year, the shares of common stock in the closely-held block not owned or treated as owned by qualified shareholdersrepresented 50% or more of our shares of common stock. For these purposes, a “qualified shareholder” includes an individual that owns or is treated asowning shares of our common stock and is a resident of a jurisdiction that provides an exemption that is equivalent to that provided by Section 883 ofthe Code and certain other persons; provided in each case that such individual or other person complies with certain documentation and certificationrequirements set forth in the Section 883 regulations and designed to establish status as a qualified shareholder. 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 wouldbe subject for those years to the 4% United States federal income tax on 34 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 37/160
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gross United States shipping income or, in certain circumstances, to net income taxation at the standard United States federal income tax rates (andpotentially also to a 30% branch profits tax). The imposition of such tax could have a negative effect on our business and would result in decreasedearnings and cash flow. We could become a “passive foreign investment company,” which would have adverse United States federal income tax consequences to UnitedStates holders and, in turn, us. A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for United States federal income tax purposes if either(1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of thecorporation’s assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includesdividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are receivedfrom unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance ofservices does not constitute “passive income” and working capital and similar assets held pending investment in vessels will generally be treated as anasset which produces passive income. United States stockholders of a PFIC (and holders of warrants in a PFIC) are subject to a disadvantageous UnitedStates 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, theyderive from the sale or other disposition of their shares in the PFIC. In connection with determining our PFIC status we treat and intend to continue to treat the gross income that we derive or are deemed to derivefrom our time chartering and voyage chartering activities as services income, rather than rental income. We believe that our income from time charteringand voyage chartering activities does not constitute “passive income” and that the assets that we own and operate in connection with the production ofthat income do not constitute assets held for the production of passive income. We treat and intend to continue to treat, for purposes of the PFIC rules,the income that we derive from bareboat charters as passive income and the assets giving rise to such income as assets held for the production of passiveincome. There is, however, no legal authority specifically under the PFIC rules regarding our current and proposed method of operation and it is possiblethat the U.S. Internal Revenue Service, or IRS, may not accept our positions and that a court may uphold such challenge, in which case we and certain ofour subsidiaries could be treated as PFICs. In this regard we note that a federal court decision addressing the characterization of time charters concludesthat they constitute leases for federal income tax purposes and employs an analysis which, if applied to our time charters, could result in our treatmentand the treatment of our vessel-owning subsidiaries as PFICs. In addition, in making the determination as to whether we are a PFIC, we intend to treatthe deposits that we make on our newbuilding contracts and that are with respect to vessels we do not expect to bareboat charter as assets which are notheld for the production of passive income for purposes of determining whether we are a PFIC. We note that there is no direct authority on this point andit 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. This belief is based in part upon our beliefsregarding the value of the assets that we hold for the production of or in connection with the production of passive income relative to the value of ourother assets. 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 noassurance 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 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 taxableyears in a manner that could cause us to become a PFIC for those years. Because our status as a PFIC for any taxable year will not be determinable untilafter 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 beconsidered a PFIC for 2024 or any future taxable year. If the IRS were to find that we are or have been a PFIC for any taxable year, our United States stockholders and warrant holders would faceadverse United States tax consequences. Under the PFIC rules, unless those 35 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 38/160
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stockholders make an election available under the Code (which election could itself have adverse consequences for such stockholders, as discussedbelow under “Tax Considerations—United States Federal Income Taxation of United States Holders”), such stockholders would be liable to pay UnitedStates federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from thedisposition of our common stock, as if the excess distribution or gain had been recognized ratably over the stockholder’s holding period of our commonstock. Similar rules would apply to holders of our Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants and Class E Warrants. See“Tax Considerations—United States Federal Income Tax Consequences—United States Federal Income Taxation of United States Holders” for a morecomprehensive discussion of the United States federal income tax consequences to United States stockholders if we are treated as a PFIC. As a result ofthese adverse tax consequences to United States stockholders, such a finding by the IRS may result in sales of our common stock by United Statesstockholders, which could lower the price of our common stock and adversely affect our ability to raise capital. Risk Related to an Investment in a Marshall Islands Corporation As a foreign private issuer we are entitled to claim exemptions from certain Nasdaq corporate governance standards, and to the extent we elect torely on these exemptions, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaqcorporate governance requirements. As a foreign private issuer, we are entitled to claim an exemption from many of Nasdaq’s corporate governance practices. Currently, our corporategovernance practices comply with the Nasdaq corporate governance standards applicable to U.S. listed companies other than that we only have twoindependent members on our audit committee whereas a domestic U.S. company would be required to have three independent members on its auditcommittee and, in lieu of obtaining stockholder approval prior to the issuance of certain designated securities issuances, the Company will comply withprovisions of the Marshall Islands Business Corporations Act providing that the Board of Directors approves share issuances. To the extent we rely onthese or other exemptions you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporategovernance 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. Our corporate affairs are governed by our articles of incorporation and bylaws and by the Marshall Islands Business Corporations Act, or BCA.The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicialcases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Republic ofthe Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existencein certain U.S. jurisdictions. Stockholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial caselaw, of the State of Delaware and other states with substantially similar legislative provisions, our public stockholders may have more difficulty inprotecting their interests in the face of actions by the management, directors or controlling stockholders than would stockholders of a corporationincorporated in a U.S. jurisdiction. The Marshall Islands has no established bankruptcy act, and as a result, any bankruptcy action involving ourcompany would have to be initiated outside the Marshall Islands, and our public stockholders may find it difficult or impossible to pursue their claims insuch other jurisdictions. It may be difficult to enforce service of process and judgments against us and our officers and directors. We are a Marshall Islands company, and our executive offices are located outside of the United States. All of our directors and officers resideoutside of the United States, and most of our assets and their assets are located 36 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 39/160
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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. You mayalso have difficulty enforcing, both in and outside the United States, judgments you may obtain in the U.S. courts against us or these persons in anyaction, including actions based upon the civil liability provisions of U.S. federal or state securities laws. There is also substantial doubt that the courts ofthe Marshall Islands would enter judgments in original actions brought in those courts predicated on U.S., federal or state securities laws. Risks Related To Our Common Stock An active trading market that will provide you with adequate liquidity for our common stock may not be sustained. 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 ourcommon stock and could lead to our share price becoming depressed or volatile. Our shares began regular way trading on the Nasdaq Capital Market onDecember 6, 2021, and there can be no assurance that an active trading market for our common stock on either Nasdaq or any other exchange will besustained. If an active and liquid trading market is not sustained, relatively small sales of our common stock could have a significant negative impact onthe price of our common stock. If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our shareprice and trading volume could decline. We became publicly traded on December 3, 2021, and there is currently only one analyst covering the Company. The trading market for ourcommon stock and Series A Preferred Stock will depend, in part, upon the research and reports that securities or industry analysts publish about us orour business. We do not have any control over analysts as to whether they will cover us, and if they do, whether such coverage will continue. If analystsdo not commence coverage of the Company, or if one or more of these analysts cease coverage of the Company or fail to regularly publish reports on us,we could lose visibility in the financial markets, which could cause our share price or trading volume to decline. In addition, if one or more of theanalysts who cover us downgrade our shares or change their opinion of our shares, our share price may likely decline. The market price of our common stock may be subject to significant fluctuations. The market price of our common stock may be subject to significant fluctuations as a result of many factors, some of which are beyond ourcontrol. 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 tankerand 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 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 40/160
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• 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. The international tanker and drybulk shipping industry has been highly unpredictable. In addition, the stock markets in general, and the marketsfor tanker and drybulk shipping and shipping stocks in general, have experienced extreme volatility that has sometimes been unrelated to the operatingperformance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. Our common stockmay 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 othersecurities. In addition, we may elect to sell one or more of our vessels or vessel- owning subsidiaries, conduct a spinoff of such vessels orsubsidiaries, or contribute such vessels or vessel- owning subsidiaries to a joint venture, master limited partnership or other entity on terms withwhich you do not agree. In order to raise additional capital, including to support our growth plans, or in connection with equity awards, strategic transactions or otherwise,we expect in the future to offer additional common stock, preferred stock or other securities convertible into or exchangeable for our common stock,including convertible debt. We expect that a significant component of the financing for the planned expansion of our fleet will be through equityofferings. We cannot predict the size of future issuances or sales of our common stock, preferred stock or other securities, including those made inconnection with future capital raising activities or acquisitions, or the effect, if any, that such issuances or sales may have on the market price of ourcommon stock. The issuance and sale of substantial amounts of common stock, preferred stock or other equity-linked securities, or announcement thatsuch issuance and sales may occur, could adversely affect the market price of our common stock and our Series A Preferred Stock. In addition, wecannot assure you that we will be able to make future sales of our common stock, preferred stock or other securities in any other offering at a price pershare that is equal to or greater than the price per share paid by investors, and investors purchasing stocks or other securities in the future could haverights that are superior to existing stockholders. The issuance of additional common stock, preferred stock or other securities could adversely impact thetrading price of our common stock. Any such capital raising transactions may be at the Imperial Petroleum Inc. or subsidiary level, to which interests in certain vessels in our fleet andrights to receive related cash flows would be transferred, as well as other capital raising alternatives available to us at that particular time. 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 suchvessels or vessel-owning subsidiaries to a joint venture, master limited partnership or other entity on terms with which you do not agree. Any suchtransfer may reduce our asset base and our rights to cash flows related to the transferred assets. If we contribute assets to a joint venture or masterlimited partnership, the joint venture or master limited partnership may be owned by or issue equity securities to public or private investors, and as partof any spin-off of assets we may be required to distribute a portion of such assets to holders of outstanding warrants pursuant to the terms of suchwarrants, thereby reducing our percentage interest in such assets and in the related cash flows. Future issuances or sales, or the potential for future issuances or sales, of our common stock, including shares of common stock issuable upon theexercise of our outstanding warrants, may cause the trading price of our securities to decline and could impair our ability to raise capital throughsubsequent equity offerings. We have issued a significant number of our shares of common stock and we may do so in the future. Shares to be issued in future equity offeringscould cause the market price of our common stock to decline, and could have an adverse effect on our earnings per share. In addition, future sales of ourcommon stock or other securities in the public markets, or the perception that these sales may occur, including shares of common stock issuable uponthe exercise of our outstanding warrants, could cause the market price of our common stock to decline, and could materially impair our ability to raisecapital through the sale of additional securities. 38 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 41/160
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The market price of our common stock could decline due to sales, or the announcements of proposed sales, of a large number of shares ofcommon stock, including those issuable exercise of our outstanding warrants, in the market, including sales of common stock by our large stockholders,or the perception that these sales could occur. These sales or the perception that these sales could occur could also depress the market price of ourcommon stock and impair our ability to raise capital through the sale of additional equity securities or make it more difficult or impossible for us to sellequity securities in the future at a time and price that we deem appropriate. We cannot predict the effect that future sales of common stock or otherequity-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 preferredstock or securities convertible or exchangeable into equity securities, without stockholder approval. We may issue such additional equity or convertiblesecurities to raise additional capital. The issuance of any additional shares of common or preferred stock or convertible securities could be substantially dilutive to our stockholders.Moreover, to the extent that we issue restricted stock units, stock appreciation rights, options or any additional warrants to purchase our common stockin the future or the exercise of the existing warrants to purchase common stock and those stock appreciation rights, options are exercised or as therestricted stock units vest, our stockholders may experience further dilution. Holders of shares of our common stock have no preemptive rights thatentitle such holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result inincreased dilution to our stockholders. The superior voting rights of our Series B Preferred Stock may limit the ability of our common stockholders to control or influence corporatematters, and the interests of the holder of such shares could conflict with the interests of common stockholders While our shares of common stock have one vote per share, each of our 16,000 shares of Series B preferred stock currently outstanding has 25,000votes per share; however, the voting power of the Series B preferred stock is limited such that no holder of Series B preferred stock may exercise votingrights pursuant to any Series B preferred stock that would result in the total number of votes a holder is entitled to vote on any matter submitted to a voteof stockholders of the Company to exceed 49.99% of the total number of votes eligible to be cast on such matter. The Series B preferred stock, however,have no dividend rights or distribution rights, other than the right upon dissolution to receive a payment equal to the par value per of $0.01 per share. As of the date of this report, our Chairman and Chief Executive Officer can therefore control 49.99% of the voting power of our outstandingcapital stock. Our Chairman and Chief Executive Officer will have substantial influence over our management and affairs and over matters requiringstockholder approval, including the election of directors and significant corporate transactions, even though he owns significantly less than 50% of theCompany economically. The superior voting rights of our Series B preferred stock may limit our common stockholders’ ability to influence corporate matters. The interestsof the holder of the Series B preferred stock may conflict with the interests of our common stockholders, and as a result, the holders of our capital stockmay approve actions that our common stockholders do not view as beneficial. Any such conflicts of interest could adversely affect our business,financial condition and results of operations, and the trading price of our common stock. Our amended and restated articles of incorporation and amended and restated bylaws contain anti-takeover provisions that may discourage, delay orprevent (1) our merger or acquisition and/or (2) the removal of incumbent directors and officers and (3) the ability of public stockholders to benefitfrom a change in control. Our restated articles of incorporation and amended and restated bylaws contain certain anti-takeover provisions. These provisions include blankcheck preferred stock, including preferred stock with superior voting 39 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 42/160
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rights, such as the Series B preferred stock, the prohibition of cumulative voting in the election of directors, a classified Board of Directors, advancewritten notice for stockholder nominations for directors, removal of directors only for cause, advance written notice of stockholder proposals for theremoval of directors and limitations on action by stockholders. These anti-takeover provisions, either individually or in the aggregate, may discourage,delay or prevent (1) our merger or acquisition by means of a tender offer, a proxy contest or otherwise, that a stockholder may consider in its bestinterest, (2) the removal of incumbent directors and officers, and (3) the ability of public stockholders to benefit from a change in control. 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 themarket price of our common stock and stockholders’ ability to realize any potential change of control premium. Issuance of preferred stock, such as our Series B preferred stock, may adversely affect the voting power of our common stockholders and have theeffect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common stock. Our restated articles of incorporation authorize our board of directors to issue preferred stock in one or more series and to determine the rights,preferences, privileges and restrictions, with respect to, among other things, dividends, conversion, voting, redemption, liquidation and the number ofshares constituting any series without stockholders’ approval. Our board of directors has issued, and may in the future issue, preferred stock with votingrights superior to those of the common stock, such as the Series B preferred stock. If our board of directors determines to issue preferred stock, suchissuance may discourage, delay or prevent a merger or acquisition that stockholders may consider favorable. The issuance of preferred stock with votingand conversion rights may also adversely affect the voting power of the holders of common stock. This could substantially impede the ability of publicstockholders to benefit from a change in control and, as a result, may adversely affect the market price of our common stock and our stockholders’ability to realize any potential change of control premium. We are an emerging growth company and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies willmake our common stock less attractive to investors. We are an emerging growth company, as defined in the JOBS Act, and we may take advantage of certain exemptions from various reportingrequirements that are applicable to other public companies that are not emerging growth companies. We cannot predict if investors will find ourcommon stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may bea less active trading market for our common stock and our share price may be more volatile. In addition, under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of ourinternal control over financial reporting pursuant to Section 404 of the Sarbanes- Oxley Act of 2002 for so long as we are an emerging growth company. For as long as we take advantage of the reduced reporting obligations, the information that we provide our stockholders may be different frominformation provided by other public companies. Our common stock ranks junior to the Series A Preferred Stock with respect to dividends and amounts payable in the event of our liquidation. Our common stock ranks junior to our Series A Preferred Stock with respect to the payment of dividends and amounts payable in the event of ourliquidation, dissolution or winding-up. This means that, unless accumulated dividends have been paid or set aside for payment on all of our outstandingSeries A Preferred Stock for all past completed dividend periods, no dividends may be declared or paid on our common stock subject to limitedexceptions. Likewise, in the event of our voluntary or involuntary liquidation, dissolution or winding-up, no distribution of our assets may be made toholders of our common stock until we have paid to 40 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 43/160
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holders of our Series A Preferred Stock a liquidation preference equal to $25.00 per share plus accumulated and unpaid dividends Accordingly, theSeries A Preferred Stock may adversely affect the market price of the common stock. Sales of our common stock by stockholders may have an adverse effect on the then prevailing market price of our common stock. Sales of a substantial number of our common stock in the public market, including upon exercise of our outstanding warrants, could cause themarket price of our common stock to decline and could impair our ability to raise capital through the sale of additional equity securities. We cannotpredict the effect that future sales of our common stock or other equity-related securities would have on the market price of our common stock. Our Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants and Class E Warrants are speculative in nature. Our Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants and Class E Warrants do not confer any rights of common stockownership on their holders, such as voting rights, but rather merely represent the right to acquire common stock at a fixed price. Specifically, holders ofthe Class A Warrants may acquire the common stock issuable upon the exercise of such warrants at an exercise price of $18.75 per share, holders of theClass B Warrants may acquire the common stock issuable upon the exercise of such warrants at an exercise price of $24.00 per share, holders of Class CWarrants may acquire the common stock issuable upon the exercise of such warrants at an exercise price of $8.25 per share, holders of Class D Warrantsmay acquire the common stock issuable upon the exercise of such warrants at an exercise price of $12.00 per share and holders of Class E Warrants mayacquire the common stock issuable upon the exercise of such warrants at an exercise price of $2.00 per share. Moreover, the market value of the Class AWarrants, Class B Warrants, Class C Warrants, Class D Warrants and Class E Warrants is uncertain and there can be no assurance that the market valueof the Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants and Class E Warrants will equal or exceed their exercise price. There is no public market for the Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants, Class E Warrants and we do not expectone to develop. There is presently no established public trading market for our Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants or Class EWarrants and we do not expect a market to develop. In addition, we do not intend to apply to list our Class A Warrants, Class B Warrants, Class CWarrants, Class D Warrants or Class E Warrants on any securities exchange or nationally recognized trading system, including the Nasdaq. Without anactive market, the liquidity of our Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants and Class E Warrants will be limited. Holders of our Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants and Class E Warrants will not have any rights of commonstockholders until such Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants and Class E Warrants are exercised. Our outstanding Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants and Class E Warrants do not confer any rights ofcommon stock ownership on their holders, but rather merely represent the right to acquire common stock at a fixed price. Risks Related to our Series A Preferred Stock The Series A Preferred Stock has limited trading volume and an active trading market that will provide you with adequate liquidity for our Series APreferred Stock may not develop which may negatively affect their market value and your ability to transfer or sell your shares. In addition, the lackof a fixed redemption date for our Series A Preferred Stock will increase your reliance on the secondary market for liquidity purposes. There was no public market for our Series A Preferred Stock prior to the completion of the 2021 Spin-Off in December 2021, and immediatelyafter the 2021 Spin-Off approximately 21.6% of our Series A Preferred Stock 41 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 44/160
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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 affiliatedwith one another, which concentration of ownership could make it less likely that an active and liquid trading market for our Series A Preferred Stockwill develop on Nasdaq. In addition, since the securities have no stated maturity date, investors seeking liquidity will be limited to selling their shares inthe secondary market absent redemption by us. There has been limited trading volume in the Series A Preferred Stock on Nasdaq historically, and wecannot predict the extent to which investor interest will lead to the development of an active and liquid trading market on Nasdaq for our Series APreferred Stock or, if such market develops, whether it will be maintained. The lack of an active trading market on Nasdaq and low trading volume forour Series A Preferred Stock, may make it more difficult for you to sell our Series A Preferred Stock and could lead to our share price becomingdepressed or volatile. If an active and liquid trading market does not develop, relatively small sales of our Series A Preferred Stock could have asignificant negative impact on the price of our Series A Preferred Stock. The Series A Preferred Stock represents perpetual equity interests. The Series A Preferred Stock represents perpetual equity interests in us and, unlike any future indebtedness, will not give rise to a claim forpayment of a principal amount at a particular date. As a result, holders of the Series A Preferred Stock may be required to bear the financial risks of aninvestment in the Series A Preferred Stock for an indefinite period of time. In addition, the Series A Preferred Stock ranks junior to any potentialindebtedness and other liabilities, and to any other senior securities we may issue in the future with respect to assets available to satisfy claims againstus. The shares of our Series A Preferred Stock are subordinated to any potential future debt, and your interests could be diluted by the issuance ofadditional preferred shares and by other transactions. Our Series A Preferred Stock are subordinate to any future indebtedness. As of December 31, 2024 and the date of this report, we did not have anyoutstanding indebtedness, however, we may incur debt as we expand our fleet or finance existing vessels of our fleet. Any future agreements forindebtedness will restrict our ability to pay dividends on or redeem preferred shares if an event of default has occurred or is continuing, and may imposesimilar or greater restrictions on our ability to pay dividends or redeem our preferred shares. Our articles of incorporation authorize the issuance of up to200,000,000 preferred shares in one or more classes or series. The issuance of additional preferred shares on a parity with or senior to our Series APreferred Stock would dilute the interests of the holders of our Series A Preferred Stock, and any issuance of preferred shares senior to our Series APreferred Stock or of additional indebtedness could affect our ability to pay dividends on, redeem or pay the liquidation preference on our Series APreferred Stock. The amount of the liquidation preference applicable to the Series A Preferred Stock is fixed and you have no right to receive any greater payment. The payment due upon liquidation is fixed at the liquidation preference of $25.00 per Series A Preferred Share, plus an amount equal to allaccumulated and unpaid dividends thereon to the date of liquidation, whether or not declared. If, in the case of our liquidation, there are remaining assetsto be distributed after payment of this amount, you have no right to receive or to participate in these amounts. In addition, if the market price of yourSeries A Preferred Stock is greater than the liquidation preference, you have no right to receive the market price from us upon our liquidation. The terms of the Series A Preferred Stock do not restrict our ability to engage in certain transactions, including spin-offs, transfers of assets or theformation of a master limited partnership, joint venture or other entity that may involve issuance of interests to third-parties in a substantial portionof our assets. Although the Statement of Designation with respect to the Series A Preferred Stock contains restrictions on our ability to dilute the value of yourinvestment in the Series A Preferred Stock by issuing additional preferred 42 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 45/160
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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. We mayelect 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 orvessel-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 bestinterests of the holders of Series A Preferred Stock. Any such transfer may reduce our asset base and our rights to cash flows related to the transferredassets. If we contribute assets to a joint venture or master limited partnership, the joint venture or master limited partnership may be owned by or issueequity securities to public or private investors, thereby reducing our percentage interest in such assets and in the related cash flows. Item 4. Information on the Company A. History and Development of the Company We are a provider of international seaborne transportation services to oil producers, refineries and commodities traders and producers, as well asindustrial users of drybulk cargoes. As of April 15, 2025, we owned and operated a fleet of seven medium range (“MR”) refined petroleum producttankers that carry refined petroleum products such as gasoline, diesel, fuel oil and jet fuel, as well as edible oils and chemicals, two suezmax tankers thatcarry 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 total cargo carrying capacity of our twelve-vessel fleet is 751,000 dwt. As of April 15, 2025, we had also contracted toacquire seven Japanese built drybulk carriers, aggregating approximately 443,000 dwt, one of which was delivered to us on April 26, 2025 and six ofwhich are expected to be delivered to us by the end of May 2025, which will increase the capacity of our fleet to 1,194,000 dwt. We are managed byStealth Maritime, a privately owned company controlled by the Vafias Group, which has been active in shipping for over 50 years and is controlled bythe Vafias family, of which Harry Vafias, our Chief Executive Officer, is a member. Imperial Petroleum Inc. was incorporated under the laws of the Republic of the Marshall Islands on May 14, 2021, by StealthGas Inc. to serve asthe holding company of four subsidiaries, each owning one of the tanker vessels in our initial fleet, that it subsequently contributed to us in connectionwith the 2021 Spin-Off. On December 3, 2021, StealthGas distributed all of our outstanding common stock and 8.75% Series A Cumulative RedeemablePerpetual Preferred Stock to its stockholders, which completed our separation from StealthGas. Upon consummation of the 2021 Spin-Off, the Companyand StealthGas became independent publicly traded companies with separate boards of directors and management, although some of the directors andofficers of the Company hold similar positions at StealthGas. 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 ofcommon 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. We also issued underwriter warrants to the representative of the underwriters to purchase up to an aggregate of 36,800 shares ofcommon 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 commonstock, resulting in proceeds to us of $13,746,250. 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. In March 2022, we completed an underwritten public offering, including the full exercise of the underwriter’s overallotment option, of 2,874,997units for $24.00 per unit, each unit consisting of (i) one share of common stock of the Company (or pre-funded warrants, all of which were subsequentlyexercised for common stock, in the case of 260,000 units) and (ii) fifteen Class B Warrant (a “Class B Warrant”) to purchase one share of common stockat an exercise price of $24.00 per share. We also issued underwriter warrants to the representative of the underwriters to purchase up to an aggregate of115,000 shares of Common stock at an 43 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 46/160
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exercise price of $30.00 per share. As of April 15, 2025, Class B Warrants had been exercised for an aggregate of 2,088,197 shares of our commonstock, 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 $24.00per share, remained outstanding as of April 15, 2025. In May 2022, we completed an underwritten public offering, including the full exercise of theunderwriter’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. The Company also issued warrants to therepresentative of the underwriters (the “May 2022 Representative Purchase Warrants”) to purchase up to an aggregate of 139,394 shares of commonstock at an exercise price of $10.3125 per share. As of April 15, 2025, Class C Warrants had been exercised for an aggregate of 357,167 shares of ourcommon stock, resulting in gross proceeds to us of $2,946,625, and we had repurchased Class C Warrants exercisable for an aggregate of 3,871,323shares 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, remainedoutstanding as of April 15, 2025. In June 2022, several existing holders of Class B Warrants exercised outstanding Class B Warrants to purchase an aggregate of 2,076,667 shares ofCommon Stock for cash, at an exercise price reduced by the Company from $24.00 per share to $10.50 per share, resulting in gross proceeds to us of$21,805,000. The exercising holders also received Class D Warrants to purchase up to an aggregate of 2,076,667 shares of Common Stock in a privateplacement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. In the fourth quarter of 2023, we repurchased Class D Warrantsexercisable for an aggregate of 1,903,333 shares of common stock. Class D Warrants exercisable for a total of 173,334 shares of common stock, with anexercise 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 sold3,385,342 shares of common stock for gross proceeds of $12,522,156. We terminated the ATM program on March 13, 2023. On February 14, 2023, we entered into agreements to acquire two handysize drybulk carriers, the Glorieuse built in Japan at Nakai Zosen in 2012and the Eco Wildfire built in Shin Kurushima Onishi in 2013 respectively, with an aggregate capacity of approximately 71,000 dwt, from entitiesaffiliated with our Chief Executive Officer, for aggregate cash consideration of $25.5 million and 13,875 shares of Series C Cumulative ConvertiblePerpetual Preferred Stock (the “Series C Convertible Preferred Stock”). The transactions closed upon delivery to us of the vessels in March 2023,including the issuance of the Series C Convertible Preferred Stock. The Series C Convertible Preferred Stock had a dividend rate of 5.00% per annumper $1,000 liquidation preference per share, payable in cash or additional shares of Series C Convertible Preferred Stock at the Company’s election, andwas convertible, at the holder’s option, after the six-month anniversary of issuance into shares of the Company’s common stock at a conversion priceequal to the lower of $7.50 and the ten-day volume weighted average price of the common stock. On December 21, 2023, all 13,875 shares of the SeriesConvertible Preferred Stock were converted by the holder, Flawless Management Inc., into 6,932,043 shares of our Common Stock. On June 21, 2023, we completed the spin-off (the “Spin-off) of our previously wholly-owned subsidiary, C3is Inc., the holding company for twodrybulk carriers, the Eco Angelbay and the Eco Bushfire, with an aggregate capacity of 64,000 dwt. Imperial Petroleum stockholders and warrantholdersreceived one C3is common share for every eight shares of Imperial Petroleum’s common stock owned, or in the case of holders of Imperial Petroleum’soutstanding Warrants that they have the right to purchase pursuant to Warrants owned, at the close of business on June 13, 2023. We retain an interest inC3is Inc. through our ownership of Series A Convertible Preferred Stock of C3is Inc., with an aggregate liquidation preference of $15,000,000, which iscurrently convertible into common stock of C3is Inc., at a conversion price of $3.0391 per share. In July 2023, we concluded a memorandum of agreement for the disposal of the vessel Stealth Berana to C3is Inc., an affiliated party, for$43,000,000. Payment of 10% of the purchase price was effected at the time of delivery, with the remaining balance due no later than one year afterdelivery of the vessel, which took place on 44 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 47/160
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July 14, 2023. The remaining balance bore interest at an implicit rate of 8.1% per annum and was collected in July 2024. On August 11, 2023, we entered into a securities purchase agreement with institutional investors, pursuant to which we agreed to issue and sell, ina 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 Shareat 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 exerciseprice 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 $1.99per Unit including a Pre-Funded Warrant and Class E Warrant. The offering closed on August 15, 2023, and the aggregate gross proceeds to us from theoffering, before placement agent fees and expenses, were $16,975,331. In the second and third quarter of 2024, Class E Warrants were exercised topurchase an aggregate of 4,300,000 shares of our common stock for $2.00 per share. On September 5, 2023, we entered into an agreement with affiliates of the Vafias family to acquire two tanker vessels, the aframax tanker GstaadGrace II (ex Stealth Haralambos), built in 2009 and the product tanker Aquadisiac built in 2008, with an aggregate capacity of approximately 164,000dwt, which were each delivered to us in February 2024. 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 commonstock. 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 theaverage purchase price of $1.97 per share. On October 9, 2023, we repurchased Class C Warrants exercisable for 1,480,000 shares of common stock andClass D Warrants exercisable for 1,100,000 shares of common stock for an aggregate purchase price of approximately $0.67 million. 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 ofcommon 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. In May 2024, we entered into an agreement with entities affiliated with the family of our Chief Executive Officer to acquire the handysize drybulkcarrier Neptulus, built in 2012, and the product tanker Clean Imperial, built in 2009, with an aggregate capacity of approximately 73,000 dwt. In August 2024, we took delivery of the handysize drybulk carrierNeptulus. The product tanker Clean Imperial was delivered on a charter-free basis in the first quarter of 2025. In September 2024, we entered into agreements to acquire seven Japanese built bulkers (5 supramaxes and 2 kamsarmaxes), from entitiesaffiliated with Brave Maritime Corp Inc. One of these vessels was delivered to us on April 26, 2025, and the remaining six of these vessels are expectedto be delivered to us within the second quarter of 2025. Our principal executive offices are located at 331 Kifissias Avenue, Erithrea 14561 Athens, Greece. Our telephone number from the United Statesis 011 30 210 625 0001. Our website address is www.imperialpetro.com. The information contained on or linked to from our website is not incorporatedherein by reference. Our company operates through a number of subsidiaries which directly own the vessels in our fleet. A list of our subsidiaries, including theirrespective 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 onForm 20-F. 45 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 48/160
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B. 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 carriersthat 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 also hadcontracts to acquire five supramax drybulk carriers and two kamsarmax drybulk carriers, one of which was delivered on April 26, 2025 and six of whichare expected to be delivered to us in the second quarter of 2025. Upon delivery of these contracted vessels, the total cargo carrying capacity of ourcombined 19-vessel fleet will be 1,194,000 dwt. Please see information in the section “Our Fleet”, below. During 2022, 2023 and 2024, our fleet had afleet operational utilization of 84.8%, 75.1% and 78.3%, respectively, and we generated voyage revenues of $97.0 million, $183.7 million and $147.5million, respectively. Our business strategy is focused on carefully selecting the timing and the structure of our investments in vessels and by reliably, safely andcompetitively operating the vessels we own, through our affiliate, Stealth Maritime. Our Fleet As of April 15, 2025, the profile and deployment of our fleet is the following: Name YearBuilt CountryBuilt Vessel Size(dwt) VesselType EmploymentStatus Expiration ofCharter(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. 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.(2) In September 2024, we contracted to acquire seven Japanese built drybulk carriers, aggregating approximately 443,000 dwt, one of which, the2012-built Supra Pasha, was delivered on April 26, 2025 and the remaining six of which are expected to be delivered to us within the secondquarter of 2025. We intend to take advantage of the cyclical nature of the market by buying and selling ships when we believe favorable opportunities exist. Wewill 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, whichgenerally last from one to six months, according to our assessment of market conditions. 46 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 49/160
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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 inorder to provide shipping companies with a range of services. Our manager’s safety management system is ISM certified in compliance with IMO’sregulations by Lloyd’s Register. In relation to the technical services, Stealth Maritime is responsible for arranging for the crewing of the vessels, the dayto day operations, inspections and vetting, maintenance, repairs, drydocking and insurance. Administrative functions include, but are not limited toaccounting, back-office, reporting, legal and secretarial services. In addition, Stealth Maritime provides services for the chartering of our vessels andmonitoring thereof, freight collection, and sale and purchase. For our drybulk vessels, Stealth Maritime subcontracts these services to its affiliate BraveMaritime. Under our management agreement with Stealth Maritime, which we entered into in conjunction with the 2021 Spin-Off, we pay Stealth Maritimea 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 calendardays we own the vessels. We pay a fixed fee of $125 per vessel per day for each of our vessels operating on bareboat charter. We are also obligated topay Stealth Maritime a fee equal to 1.25% of the gross freight, demurrage and charter hire collected from the employment of our vessels. StealthMaritime will also earn a fee equal to 1.0% of the contract price of any vessel bought or sold by them on our behalf. The initial term of our management agreement with Stealth Maritime will expire on December 31, 2025. Unless six months’ notice of non-renewalis given by either party prior to the end of the then current term, this agreement will automatically extend for additional 12-month periods. For additional information about the management agreement, including the calculation of management fees and termination provisions, see “Item.7. Major Stockholders and Related Party Transactions—B. Related Party Transactions—Management and Other Fees.” Crewing and Employees Stealth Maritime ensures that all seamen have the qualifications and licenses required to comply with international regulations and shippingconventions, and that our vessels employ experienced and competent personnel. Hellenic Manning Overseas Inc (HMO), formerly known as NavisMaritime Services Inc., based in Manila, is responsible for providing the crewing of our fleet, under Stealth Maritime’s technical management. Theseresponsibilities include training, compensation, transportation and additional insurance of the crew. Chartering of the Fleet We, through Stealth Maritime, manage the employment of our fleet. We deploy our tankers and drybulk carriers on period charters, including timeand bareboat charters that can last up to several years, and spot market charters along with short-term time charters, which generally last from one totwelve months, subject to market conditions. Time and bareboat charters are for a fixed period of time, but could also occasionally include optionalperiods giving charterers the right to extend the charter. A voyage charter is generally a contract to carry a specific cargo from a loading port to adischarging port for an agreed-upon total charge. Under voyage charters we pay for voyage expenses such as port, canal and fuel costs. Under a timecharter the charterer pays for voyage expenses while under a bareboat charter the charterer pays for voyage expenses and operating expenses such ascrewing, supplies, maintenance and repairs including special survey and drydocking costs. Vessels operating in the spot market generate revenues that are less predictable but may enable us to capture increased profit margins duringperiods of improvements in tanker charter rates, although we are then exposed to the risk of declining tanker charter rates. Typically, spot marketcharters can last from a few days up to two months. If we commit vessels to period charters, future spot market rates may be higher or lower than thoserates at which we have period chartered our vessels. 47 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 50/160
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In formulating our chartering strategy, we evaluate past, present and future performance of the freight markets and balance the mix of ourchartering arrangements in order to achieve optimal results for the fleet. . Our vessels trade globally. Some of the areas where we usually operate are the Middle East-Far East range, the Mediterranean, North West Europerange, Africa, USA and Latin America. As freight rates usually vary between these areas as well as voyage and operating expenses, we evaluate suchparameters when positioning our vessels for new employment. Customers Our assessment of a charterer’s financial condition and reliability is an important factor in negotiating employment for our vessels. Principalcharterers 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 andtraders. For the years ended December 31, 2022, 2023 and 2024, we had two, one and two customers accounted for 33%, 21% and 21%, respectively, ofour total revenues. In addition, any vessels under bareboat charter may be sub-chartered to third parties. 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 thanthe average age of the global drybulk carrier fleet, and as our vessels age we may have difficulty competing with younger, more technologicallyadvanced tankers for charters from oil majors and other top-tier charterers and more technologically advanced drybulk carriers for charters from majorindustrial users, commodity producers and traders and other top-tier charterers. In these circumstances, we may also be forced to charter our vessels toless creditworthy charterers, either because the oil majors, industrial users and commodity producers and traders and other top tier charters will notcharter older and less technologically advanced vessels or will only charter such vessels at lower contracted charter rates than we are able to obtain fromother charterers. Dry-BMS (RightShip Standards) This program is designed to allow ship managers to measure their Safety Management System (SMS) against agreed industry standards, with theaim of improving fleet performance and risk management. This will ensure that policies align with the industry’s best practice to both advance ourvessels’ performance and attain high standards of health, safety, security and pollution prevention. The draft guidelines focus on 30 areas of managementpractice across the four most serious risk areas faced in vessel operations: performance, people, plant and process. This grades the excellence of acompany’s SMS against measurable expectations and targets without involving the burdens of excessive inspections. This standard is not meant toreplace any pre-existing system or rule but rather to enhance their existing application and raise the levels of excellence achieved. The minimum benefitsof this venture would (a) cover all relevant ship management issues in one document, (b) be relevant to the entire dry bulk shipping industry worldwide,(c) complement other statutory requirements and industry guidance and (d) be frequently evaluated to drive continuous improvement across themanagement companies on an international level. Environmental and other Regulations Government regulations significantly affect the ownership and operation of our vessels. They are subject to international conventions and national,state and local laws and regulations in force in the countries in which they may operate or are registered. A variety of governmental and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the localport authorities (United States Coast Guard (the “USCG”), harbor master or equivalent), classification societies, flag state administration (country ofregistry), charterers and 48 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 51/160
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particularly terminal operators. Certain of these entities require us to obtain permits, licenses, certificates and financial assurances for the operation ofour vessels. Failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension ofoperation of one or more of our vessels. We believe that the heightened level of environmental and quality concerns among insurance underwriters, regulators and charterers is leading togreater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasingenvironmental concerns have created a demand for vessels that conform to the stricter environmental standards. We are required to maintain operatingstandards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliancewith United States and international regulations. We believe that the operation of our vessels is in substantial compliance with applicable environmentallaws and regulations. However, because such laws and regulations are frequently changed and may impose increasingly stricter requirements, any futurerequirements may limit our ability to do business, increase our operating costs, force the early retirement of one or more of our vessels, and/or affecttheir resale value, all of which could have a material adverse effect on our financial condition and results of operations. Environmental Regulations—International Maritime Organization (the “IMO”) The IMO, the United Nations agency for maritime safety and the prevention of pollution by ships, has negotiated international conventionsrelating to pollution by ships. In 1973, the IMO adopted the MARPOL, which has been periodically updated with relevant amendments. MARPOLaddresses pollution from ships by oil, noxious liquid substances carried in bulk, harmful substances carried by sea in packaged form, sewage, garbage,and air emissions. For example, MARPOL Annex III regulates the transportation of marine pollutants, and imposes standards on packing, marking,labeling, documentation, stowage, quantity limitations and pollution prevention. Our vessels are subject to standards imposed by the IMO. In September 1997, the IMO adopted MARPOL Annex VI to address air pollution from ships. Effective in May 2005, Annex VI set limits on SOxand nitrogen oxide (“NOx”) emissions from ship exhausts and prohibited deliberate emissions of ozone depleting substances, such aschlorofluorocarbons. Annex VI also included a global cap on the sulfur content of fuel oil and allowed for special areas to be established with morestringent controls on emissions. Options for complying with the requirements of Annex VI include use of low sulfur fuels, modifications to vesselengines, or the addition of post combustion emission controls. Annex VI has been ratified by some, but not all IMO member states. Vessels that aresubject to Annex VI must obtain an International Air Pollution Prevention Certificate evidencing compliance with Annex VI. We have obtainedInternational Air Pollution Prevention Certificates for all of our vessels and believe they are compliant in all material respects with current Annex VIrequirements. Amendments to Annex VI, effective July 2010, set progressively stricter regulations to control SOx and NOx emissions from ships, which presentboth environmental and health risks. The amendments required a progressive reduction of sulfur levels in bunker fuels to be phased in by 2020 andimposed more stringent NOx emission standards on marine diesel engines, depending on their date of installation. The Annex VI amendments have alsoestablished tiers of stringent NOx emissions standards for new marine engines, depending on their dates of installation. The United States ratified theamendments, and all vessels subject to Annex VI must comply with the amended requirements when entering U.S. ports or operating in U.S. waters.Since January 1, 2020, the amended Annex VI required that fuel oil contain no more than 0.50% sulfur. It is up to individual parties to MARPOL toenforce fines and sanctions, and several major port state regimes have announced plans to do so. We may incur costs to comply with the amended AnnexVI requirements. In November 2022, amendments to MARPOL Annex VI adopted by the IMO came into effect. These amendments require ships to improve theirenergy efficiency with a view to reducing their greenhouse gas emissions, with a particular focus on carbon emissions, both through changes in technicalspecifications as well 49 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 52/160
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as in modifications in vessels’ operational parameters. The USCG is working to implement the amended provisions of MARPOL Annex VI, chieflythrough proposed rule 1625-AC78, which remains at the proposed rule stage since its original publication in October of 2022. The amended MARPOLprovisions and the rules proposed by the USCG to implement them, in addition to any other new or more stringent air emission regulations which maybe adopted, could require significant capital expenditures to retrofit vessels and could otherwise increase our investment and operating costs. As ofApril 15, 2025, all of our 19 vessels, including those we have agreements to acquire, have ballast water treatment systems installed. In 2025, from ourcurrent 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”). For SOx, currentECAs in which a 0.1% cap on the sulfur content of fuel is enforced include: (i) the North American ECA, which includes the area extending 200 nauticalmiles from the Atlantic/Gulf and Pacific Coasts of the United States and Canada, the Hawaiian Islands, and the French territories of St. Pierre andMiquelon; (ii) the US Caribbean ECA, including Puerto Rico and the US Virgin Islands; (iii) the Baltic Sea ECA; and (iv) the North Sea ECA. Similarrestrictions on the sulfur content of fuel apply in Icelandic and inland Chinese waters. Similar restrictions apply in Icelandic and inland Chinese waters.Specifically, as of January 1, 2019, China expanded the scope of its Domestic ECAs to include all coastal waters within 12 nautical miles of themainland. Vessels operating within an ECA or an area with equivalent standards must use fuel with a sulfur content that does not exceed 0.10%.Additionally, two new NOx ECAs, the Baltic Sea and the North Sea, will be enforced for ships constructed (keel laying) on or after January 1, 2021, orexisting ships which replace an engine with “non-identical” engines, or install an “additional” engine. Other ECAs may be designated, and thejurisdictions in which our vessels operate may adopt more stringent emission standards independent of IMO. Effective from January 1, 2022, all vesselsentering Korean ports are prohibited from consuming marine fuel with sulfur content exceeding 0.5% cap and are prohibited from consuming marinefuel with sulfur content exceeding 0.1% cap in the SOx ECAs. For NOx, current ECAs in which certain requirements exist regarding the engines usedby vessels and the attendant NOx emissions, include (i) the North American ECA, and (ii) the US Caribbean ECA. Additionally, two new NOx ECAs,the Baltic Sea and the North Sea, are being enforced for ships constructed (keel laying) on or after January 1, 2021, or existing ships which replace anengine with “non-identical” engines, or install an “additional” engine. We may incur costs to install control equipment on our engines in order to complywith these requirements. In December 2021, the member states of the Convention for the Protection of the Mediterranean Sea Against Pollution agreedto support the designation of a new ECA in the Mediterranean. The Mediterranean Sea ECA for SOx and Particulate Matter was approved at MEPC 78and was formally designated during MEPC 79 in December 2022. MEPC 79 designated the Mediterranean Sea as an ECA for SOx and particulatematter, under MARPOL Annex VI. The amendment is expected to enter into force on May 1, 2024, with the new limit taking effect on May 1, 2025.Other ECAs may be designated, and the jurisdictions in which our vessels operate may adopt more stringent emission standards independent of IMO. Many countries have ratified and follow the liability plan adopted by the IMO and set out in the International Convention on Civil Liability for OilPollution Damage of 1969 (the “CLC”) (the United States, with its separate OPA regime described below, is not a party to the CLC). This conventiongenerally applies to vessels that carry oil in bulk as cargo. Under this convention and depending on whether the country in which the damage results is aparty to the 1992 Protocol to the CLC, the registered owner of a regulated vessel is strictly liable for pollution damage in the territorial waters orexclusive economic zone of a contracting state caused by the discharge of any oil from the ship, subject to certain defenses. Under an amendment to the1992 Protocol that became effective on November 1, 2003, for vessels of 5,000 to 140,000 gross tons, liability per incident is limited to 4.51 millionSpecial Drawing Rights (“SDR”) plus 631 SDR for each additional gross ton over 5,000. For a vessel over 140,000 gross tons, liability is limited to89.77 million SDR. SDR is an International Monetary Fund unit pegged to a basket of currencies. The right to limit liability under the CLC is forfeitedwhere the spill is caused by the owner’s actual fault and, under the 1992 Protocol, where the spill is caused by the owner’s intentional or recklessconduct. Vessels trading in states that are parties to the CLC must provide evidence of insurance covering the liability of the owner. In jurisdictionswhere the CLC has not been adopted, various legislative schemes or common law regimes govern, and liability is imposed either on the basis of fault orin a 50 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 53/160
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manner similar to that convention. 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”), whichimposes strict liability on ship owners for pollution damage caused by discharges of bunker oil in jurisdictional waters of ratifying states. The BunkerConvention also requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits ofliability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the Convention onLimitation of Liability for Maritime Claims of 1976, as amended). Because the Bunker Convention does not apply to pollution damage governed by theCLC, it applies only to discharges from any of our vessels that are not transporting oil. The Bunker Convention entered into force on November 21,2008. Liability limits under the Bunker Convention were increased as of June 2015. In jurisdictions where the Bunker Convention has not been adopted,such as the United States, liability for spills or releases of oil from ship’s bunkers may be strictly imposed or fault-based. Our vessels may also become subject to the International Convention on Liability and Compensation for Damage in Connection with the Carriageof Hazardous and Noxious Substances by Sea adopted in 1996 as amended by the Protocol to the HNS Convention, adopted in April 2010 (2010 HNSProtocol) (collectively, the “2010 HNS Convention”), if it enters into force. The 2010 HNS Convention creates a regime of liability and compensationfor damage from hazardous and noxious substances (“HNS”). The 2010 HNS Convention sets up a two-tier system of compensation composed ofcompulsory insurance taken out by ship owners and an HNS Fund that will come into play when the insurance is insufficient to satisfy a claim or doesnot cover the incident. Under the 2010 HNS Convention, if damage is caused by bulk HNS, claims for compensation will first be sought from the shipowner up to a maximum of 100 million SDR. If the damage is caused by packaged HNS or by both bulk and packaged HNS, the maximum liability is115 million SDR. Once the limit is reached, compensation will be paid from the HNS Fund up to a maximum of 250 million SDR. The 2010 HNSConvention has not been ratified by a sufficient number of countries to enter into force, and at this time we cannot estimate with any certainty the costsof compliance with its requirements should it enter into force. The IMO adopted International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the “BWM Convention”) inFebruary 2004. The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, tobe replaced in time with mandatory concentration limits. The BWM Convention took effect on September 8, 2017. Many of the implementation datesoriginally contained in the BWM Convention had already passed prior to its effectiveness, so that the period for installation of mandatory ballast waterexchange requirements would be very short, with several thousand ships per year needing to install the systems. Consequently, the IMO Assemblypassed a resolution in December 2013 revising the dates for implementation of the ballast water management requirements so that they are triggered bythe entry into force date. In effect, this makes all vessels constructed before September 8, 2017 “existing” vessels, allowing for the installation of ballastwater management systems on such vessels at the first renewal International Oil Pollution Prevention (“IOPP”) survey following entry into force of theBWM Convention. In July 2017, the implementation scheme was further changed to require vessels with IOPP certificates expiring betweenSeptember 8, 2017 and September 8, 2019 to comply at their second IOPP renewal. All ships must have installed a ballast water treatment system bySeptember 8, 2024. Each vessel in our current fleet has been issued or will be issued a ballast water management plan Statement of Compliance by theclassification society with respect to the applicable IMO regulations and guidelines. The cost of compliance could increase for our vessels as a result ofthese requirements, although it is difficult to predict the overall impact of such a requirement on our operations. The operation of our vessels is also affected by the requirements set forth in the ISM Code of the IMO. The ISM Code requires ship owners andbareboat charterers to develop and maintain an extensive Safety Management System (“SMS”) that includes the adoption of a safety and environmentalprotection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. 51 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 54/160
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Vessel operators must obtain a “Safety Management Certificate” from the government of the vessel’s flag state to verify that it is being operated incompliance with its approved SMS. The failure of a ship owner or bareboat charterer to comply with the ISM Code may subject such party to increasedliability, decrease available insurance coverage for the affected vessels and result in a denial of access to, or detention in, certain ports. Currently, each ofthe vessels in our fleet is ISM code-certified. However, there can be no assurance that such certification will be maintained indefinitely. Non-compliancewith the ISM Code may subject such party to increased liability, invalidate existing insurance or decrease available insurance coverage for the affectedvessels and result in a denial of access to, or detention in, certain ports. For example, the USCG and E.U. authorities have indicated that vessels not incompliance with the ISM Code will be prohibited from trading in U.S. and E.U. ports. The operations of our product tankers are subject to compliance with the IMO’s International Code for the Construction and Equipment of Shipscarrying Dangerous Chemicals in Bulk (the “IBC Code”) for chemical tankers built after July 1, 1986. The IBC Code includes ship design, constructionand equipment requirements and other standards for the bulk transport of certain liquid chemicals. Amendments to the IBC Code pertaining to revisedinternational certificates of fitness for the carriage of dangerous goods entered into force in June 2014, and additional requirements regarding stability,tank purging, venting and inerting requirements entered into force in January 2016. Further amendments to the IBC Code entered into force onJanuary 1, 2021 including revisions to carriage requirements for products. Moreover, on June 10, 2022, the IMO adopted additional amendments to theIBC Code to reduce flooding risks. These amendments are expected to enter into force on July 1, 2024. We may need to make certain expenditures tocomply with these amendments. Environmental Regulations—The United States Oil Pollution Act of 1990 and the U.S. Comprehensive Environmental Response, Compensation,and Liability Act The United States Oil Pollution Act of 1990 (“OPA”), established an extensive regulatory and liability regime for the protection and cleanup of theenvironment from oil spills. OPA applies to discharges of any oil from a vessel, including discharges of fuel oil (bunkers) and lubricants. OPA affects allowners and operators whose vessels trade in the United States, its territories and possessions or whose vessels operate in United States waters, whichinclude the United States’ territorial sea and its two hundred nautical mile exclusive economic zone. The United States has also enacted theComprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), which applies to the discharge of hazardous substances otherthan oil, whether on land or at sea. OPA and CERCLA both define “owner and operator” in the case of a vessel as any person owning, operating orchartering by demise, the vessel. Accordingly, both OPA and CERCLA impact our operations. Under OPA, vessel owners, operators and bareboat charterers are “responsible parties” and are jointly, severally and strictly liable (unless thedischarge of pollutants results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs andother damages arising from discharges or threatened discharges of pollutants from their vessels. OPA broadly defines these other damages to include: • natural resources damage and the costs of assessment thereof; • real and personal property damage; • net loss of taxes, royalties, rents, fees and other lost revenues; • lost profits or impairment of earning capacity due to property or natural resources damage; and • net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards, and loss ofsubsistence use of natural resources. In December 2015, the USCG adjusted the limits of liability of responsible parties under the OPA and established a procedure to further adjustthese limits every three years. Effective November 12, 2019, the OPA liability is limited to the greater of $1,200 per gross ton or $997,100 for non tankvessels, subject to adjustment 52 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 55/160
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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 March 23, 2023, the current limits of OPA liability for double-hulled tank vessels larger than 3,000 gross tonsare the greater of $2,500 per gross ton or $21,521,000, subject to adjustment for inflation by the USCG every three years. These limits of liability do notapply if an incident was directly caused by violation of applicable United States federal safety, construction or operating regulations or by a responsibleparty’s gross negligence or willful misconduct, or if the responsible party fails or refuses to report the incident or to cooperate and assist in connectionwith oil removal activities. OPA requires owners and operators of vessels over 300 gross tons to establish and maintain with the USCG evidence of financial responsibilitysufficient to meet their potential liabilities under the OPA. Under the USCG regulations implementing OPA, vessel owners and operators may evidencetheir financial responsibility by showing proof of insurance, surety bond, self-insurance, or guaranty. Under the OPA regulations, an owner or operatorof a fleet of vessels is required only to demonstrate evidence of financial responsibility in an amount sufficient to cover the vessels in the fleet havingthe greatest maximum liability under OPA. CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as wellas damage for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing same, and healthassessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a thirdparty, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5 million for vessels carrying ahazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsibleperson liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct ornegligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations. The limitation onliability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connectionwith response activities where the vessel is subject to OPA. We currently maintain, for each of our vessels, pollution liability coverage insurance in the amount of $1 billion per vessel per incident. Inaddition, we carry hull and machinery and protection and indemnity insurance to cover the risks of fire and explosion. Under certain circumstances, fireand explosion could result in a catastrophic loss. While we believe that our present insurance coverage is adequate, not all risks can be insured, and therecan 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. If thedamages from a catastrophic spill exceeded our insurance coverage, it would have a severe effect on us and could possibly result in our insolvency. OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibilitysufficient to meet the maximum amount of liability to which the particular responsible person may be subject as discussed above. Under the self-insurance provisions, the ship owner or operator must have a net worth and working capital, measured in assets located in the United States againstliabilities located anywhere in the world, that exceeds the applicable amount of financial responsibility. We have complied with the USCG regulationsby providing a financial guaranty evidencing sufficient self-insurance. OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within theirboundaries, and some states have enacted legislation providing for unlimited liability for oil spills. In some cases, states, which have enacted suchlegislation, have not yet issued implementing regulations defining vessels owners’ responsibilities under these laws. We intend to comply with allapplicable state regulations in the ports where our vessels call. 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 vesseltype, flag and number of previous detentions; (2) creates an obligation on 53 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 56/160
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member states to inspect at least 25% of vessels using their ports annually and provides for increased surveillance of vessels posing a high risk tomaritime safety or the marine environment; (3) provides the EU with greater authority and control over classification societies, including the ability toseek 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. It is impossible to predict what additional legislation or regulations, if any, may be promulgated bythe EU or any other country or authority. On May 15, 2009, the IMO adopted the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009(the “Hong Kong Convention”). The Hong Kong Convention was ratified by 16 states, representing 40% of the world fleet, in June 2023 and will enterinto force on June 26, 2025. The Hong Kong Convention requires ships over 500 gross tonnes operating in international waters to maintain an Inventoryof Hazardous Materials (an “IHM”). Only warships, naval auxiliary and governmental, non-commercial vessels are exempt from the requirements of theHong Kong Convention. The IHM has three parts: • Part I - hazardous materials inherent in the ship’s structure and fitted equipment; • Part II - operationally generated wastes; and • Part III - stores. Once the Hong Kong Convention has entered into force, each new and existing ship will be required to maintain Part I of IHM. The Paris Memorandum of Understanding on Port State Control, to which 27 nations are parties, adopted the “New Inspection Regime” (“NIR”),effective January 1, 2011. The NIR is a significant departure from the previous system, as it is a risk based targeting mechanism that will reward qualityvessels with a smaller inspection burden and subject high risk ships to more in depth and frequent inspections. The NIR is designed to identify potentialsubstandard ships and increase the effectiveness of inspections. The inspection record of a vessel, its age and type, the Voluntary IMO Member StateAudit Scheme, and the performance of the flag State and recognized organizations are used to develop the risk profile of a vessel. The European Parliament and the Council of the E.U. have adopted regulation 2015/757, European Monitoring, Reporting and VerificationRegulation (the “EU-MRV”) on the monitoring, reporting and verification of CO2 emissions from maritime transport. It entered into force on July 1,2015 and monitoring began January 1, 2018. The maritime EU-MRV regulation applies to all merchant ships of 5,000 gross tons or above on voyagesfrom, to and between ports under jurisdiction of E.U. member states. Companies operating the vessels will have to monitor the CO2 emissions releasedwhile in port and for any voyages to or from a port under the jurisdiction of an E.U. member state and to keep records on CO2 emissions on both per-voyage and annual bases. Furthermore, as of January 1, 2018, our vessels began monitoring and reporting CO2 emissions pursuant to the IMO DCSregulation, which is part of the IMO’s efforts to reduce GHG emissions from ships by 50% by 2050 compared to 2008. On February 4, 2019, theEuropean Commission tabled a proposal concerning the amendment of the EU-MRV. The main objective of the proposal was to amend the EU-MRV inorder to take account of the new IMO DCS for fuel oil consumption of ships that was introduced by the IMO in March 2018. As part of the IMO’sefforts to reduce GHG emissions from ships, an initial IMO GHG strategy envisaged a reduction in carbon intensity of international shipping (a 40 %reduction of average CO2 emissions per transport work by 2030 and a 70 % reduction by 2050, compared to 2008) and a 50 % reduction in total annualGHG emissions from international shipping by 2050, compared to 2008. The globally applicable IMO DCS system, currently runs in parallel with theEU-MRV, thus duplicating regulation for shipping companies whose ships sail both inside and outside the EU. The EU recently included internationalcarbon emissions from the maritime sector in the EU emissions trading system. These monitoring and reporting processes adopted by the EU-MRV andthe IMO DCS regulations is considered to be part of a market-based mechanism for a carbon tax to be adopted. On June 22, 2022, the European Unionrevised proposed amendments to regulation 2015/757. 54 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 57/160
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On September 16, 2020, the European Parliament voted in favor of amending the EU MRV Regulation to require shipping companies to reduce ona 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. In May 2023, EU ETS regulations were amended in order to include emissions from maritime transport activities in the EU ETS and torequire the monitoring, reporting and verification of emissions of additional greenhouse gases and emissions from additional ship types. In January2024, 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 tomethane and nitrous oxide emissions beginning in 2026. Shipping companies will need to buy allowances that correspond to the emissions covered bythe system. The introduction of shipping into the EU ETS means that an additional approximately 80 to 100 million emission allowances will be put on themarket. Of these, auction revenues from 20 million emission allowances will go to the Innovation Fund, a funding program that develops low-carbontechnologies, to be used for shipping-specific projects. The remaining revenues will go to the EU Member States and must be used for climate-relatedpurposes. On March 23, 2012, the USCG adopted ballast water discharge standards under the U.S. National Invasive Species Act. The regulations, whichbecame effective on June 21, 2012, set maximum acceptable discharge limits for living organisms and established standards for ballast watermanagement systems, and they are consistent with the requirements under the BWM Convention described above. The requirements are being phased inbased on the size of the vessel and its next dry docking date. As of the date of this report, the USCG has approved forty Ballast Water TreatmentSystems. A list of approved equipment can be found on the Coast Guard Maritime Information Exchange web page. Several U.S. states, such asCalifornia, have also adopted more stringent legislation or regulations relating to the permitting and management of ballast water discharges comparedto U.S. Environmental Protection Agency (“EPA”) regulations. The U.S. Clean Water Act (“CWA”) prohibits the discharge of oil or hazardous substances in navigable waters and imposes strict liability in theform of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages andcomplements the remedies available under OPA. Under EPA regulations we are required to obtain a CWA permit to discharge ballast water and otherwastewaters incidental to the normal operation of our vessels if we operate within the three mile territorial waters or inland waters of the United States.This permit, which the EPA has designated as the Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels (“VGP”),incorporates the current USCG requirements for ballast water management, as well as supplemental ballast water requirements, and includesrequirements applicable to 26 specific discharge streams, such as deck runoff, bilge water and gray water. The USCG and the EPA have entered into amemorandum of understanding which provides for collaboration on the enforcement of the VGP requirements. As a result, the USCG includes the VGPas part of its normal Port State Control inspections. The EPA issued a VGP that became effective in December 2013. Among other things, it containednumeric ballast water discharge limits for most vessels and more stringent requirements for exhaust gas scrubbers and required the use ofenvironmentally friendly lubricants. We have submitted NOIs (Notices Of Intent) for Discharges Incidental to the Normal Operation of a Vessel underthe 2013 VGP to the U.S. EPA for all our ships trading in U.S. waters. The 2013 VGP was set to expire on December 13, 2018; however, its provisionswill remain in effect until the regulations under the 2018 Vessel Incidental Discharge Act (“VIDA”) are final and enforceable. VIDA, signed into law onDecember 4, 2018, establishes a new framework for the regulation of vessel incidental discharges under CWA Section 312(p). VIDA requires the EPA todevelop performance standards for those discharges within two years of enactment, and requires the USCG to develop implementation, compliance, andenforcement regulations within two years of the EPA’s promulgation of its performance standards. All provisions of the 2013 VGP will remain in forceand effect until the USCG regulations under VIDA are finalized. On October 26, 2020, the EPA published a Notice of Proposed Rulemaking – VesselIncident Discharge National Standards of Performance in the Federal Register for public comment. The comment period closed on November 25, 2020.Compliance with the EPA and USCG ballast water management regulations could require the installation of equipment on our vessels to treat ballastwater 55 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 58/160
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before it is discharged or the implementation of other port facility disposal arrangements at potentially substantial cost, or may otherwise restrict ourvessels from entering United States waters. Climate Control Initiatives Although the Kyoto Protocol requires adopting countries to implement national programs to reduce emissions of greenhouse gases, emissions ofgreenhouse gases from international shipping are not currently subject to the Kyoto Protocol. The Kyoto Protocol was extended to 2020 at the 2012United Nations Climate Change Conference, with the hope that a new climate change treaty would be adopted by 2015 and come into effect by 2020.The Paris Agreement adopted under the United Nations Framework Convention on Climate Change in December 2015 contemplates commitments fromeach nation party thereto to take action to reduce greenhouse gas emissions and limit increases in global temperatures but did not include any restrictionsor other measures specific to shipping emissions. However, restrictions on shipping emissions are likely to continue to be considered and a new treatymay be adopted in the future that includes restrictions on shipping emissions. International or multi-national bodies or individual countries may adopttheir own climate change regulatory initiatives. The IMO’s Marine Environment Protection Committee adopted two sets of mandatory requirements toaddress greenhouse gas emissions from shipping that entered into force in January 2013. The Energy Efficiency Design Index establishes minimumenergy efficiency levels per capacity mile and applies to new vessels of 400 gross tons or greater. Currently operating vessels must develop andimplement Ship Energy Efficiency Plans. By 2025, all new ships built must be 30% more energy efficient than those built in 2014, but it is likely thatthe IMO will increase these requirements such that new ships must be up to 50% more energy efficient than those built in 2014 by 2022. These newrequirements could cause us to incur additional costs to comply. Draft MARPOL amendments released in November 2020 and adopted in June 2021built on the EEDI and SEEMP by requiring ships to reduce carbon intensity based on a new Energy Efficiency Existing Ship Index (“EEXI”) and reduceoperational carbon intensity reductions based on a new operational carbon intensity indicator, in line with the IMO strategy which aims to reduce carbonintensity of international shipping by 40% by 2030. The EEXI, which entered into force in January 2023, requires alterations to a vessel’s design,machinery or arrangements to meet a certain goal of CO2 grams emitted per capacity tonne mile under certain reference conditions. This measureaccounts for the vessel’s engine power, fuel consumption and CO2 conversion capacity, all of which make it impossible to effect EEXI compliance bymerely reducing the ship’s speed or cargo load. Alongside the EEXI, a mandatory Carbon Intensity Indicator (“CII”) was introduced on January 1, 2023.CII requirements are set to become particularly stringent by 2030. The USCG plans to develop and propose regulations to implement these provisions inthe United States. This measure of annual efficiency is used to rate vessels based on the grams of CO2 they emit per dwt-mile, giving all cargo vesselsabove 5,000 GT a rating of A to E every year. The rating thresholds will become increasingly stringent towards 2030. For ships that achieve a D ratingfor three consecutive years or an E rating, a corrective action plan needs to be developed as part of the SEEMP and approved. These changes wereaccompanied by the introduction of the so-called “Enhanced SEEMP,” a strengthened version of SEEMP that includes new mandatory content, such as aCII target implementation plan, on top of being subject to approval by appropriate authorities. These new requirements for existing ships will bereviewed by the end of 2025, with particular focus on the enforcement of the carbon intensity rating requirements. The IMO is also considering thedevelopment of market-based mechanisms for limiting greenhouse gas emissions from ships, but it is impossible to predict the likelihood of adoption ofsuch a standard or the impact on our operations. In April 2015, the EU adopted regulations requiring the monitoring and reporting of greenhouse gasemissions from marine vessels (of over 5,000 gross tons) which went into effect in January 2018. As described above, following a July 14, 2021European Commission proposal, the European Parliament voted to include CO2, methane (NH4) and nitrous oxide (N2O) emissions from shippingwithin the EU’s Emissions Trading Scheme. The proposal was adopted in May 2023, and became effective January 1, 2024. The EU ETS now applies toall voyages by vessels 5,000 gross tonnage and above that start or finish within the EU. It requires vessel operators to purchase allowances thatcorrespond 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.Additional jurisdictions may adopt similar GHG emissions monitoring and reduction schemes in the future. The EPA has issued a finding thatgreenhouse gas emissions endanger the public health and safety and has 56 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 59/160
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adopted regulations under the Clean Air Act to limit emissions of greenhouse gases from certain mobile sources and proposed regulations to limitgreenhouse gas emissions from large stationary sources, although the mobile source regulations do not apply to greenhouse gas emissions from vessels.Any passage of climate control initiatives by the IMO, the EU or the individual countries in which we operate that limit greenhouse gas emissions fromvessels could require us to limit our operations or make significant financial expenditures that we cannot predict with certainty at this time. Passage ofclimate control initiatives that affect the demand for oil may also materially affect our business. Even in the absence of climate control legislation andregulations, our business may be materially affected to the extent that climate change may result in sea level changes or more intense weather events. On June 29, 2017, the Global Industry Alliance, or (the “GIA”), was officially inaugurated. The GIA is a program, under the GlobalEnvironmental Facility-United Nations Development Program-IMO project, which supports shipping, and related industries, as they move towards alow carbon future. Organizations including, but not limited to, ship owners, operators, classification societies, and oil companies, signed to launch theGIA. The China Maritime Safety Administration (the “China MSA”) issued the Regulation on Data Collection of Energy Consumption for Ships inNovember 2018. This regulation is effective as of January 1, 2019 and requires ships calling on Chinese ports to report fuel consumption and transportwork details directly to the China MSA. This regulation also contains additional requirements for Chinese-flagged vessels (domestic and international)and other non-Chinese-flagged international navigating vessels. In November 2022, the China MSA published an additional Regulation ofAdministrative Measures of Ship Energy Consumption Data and Carbon Intensity, which came into effect on December 22, 2022. This regulation wasessentially enacted to implement MARPOL Annex VI to Chinese-flagged vessels, though a few of its provisions also apply to foreign ships with a grosstonnage of at least 400 entering and exiting Chinese ports. This Regulation essentially applies more stringent rules around that collection and reportingof data related to ships’ energy consumption, as is already required by the 2018 regulation. On October 23, 2023, the China MSA modified its monitoring and inspection requirements for vessels subject to intensified monitoring andinspection. Effective December 1, 2023, the requirements expand the kinds of vessels that can be included in the list and authorize provincial-leveloffices to enter vessels parallel to the China MSA’s existing authority. The modified rules no longer distinguish between Chinese and foreign vessels.Currently, we have no vessels on the list in question, and we strongly monitor compliance with applicable rules and regulations to avoid any such entry.Nevertheless, because it is unclear how the China MSA may amend the list’s entry requirements, any number of our vessels could be entered into the listregardless of our efforts. This would subsequently result in heightened monitoring, inspection and compliance costs, as well as associated delays in thevessels’ operations. On June 29, 2017, the Global Industry Alliance, or the GIA, was officially inaugurated. The GIA is a program, under the Global EnvironmentalFacility-United Nations Development Program-IMO project, which supports shipping, and related industries, as they move towards a low carbon future.Organizations including, but not limited to, ship owners, operators, classification societies, and oil companies, signed to launch the GIA. In addition, the United States is currently experiencing changes in its environmental policy, the results of which have yet to be fully determined.For example, in 2021, the United States announced its commitment to working with the IMO to adopt a goal of achieving zero emissions frominternational shipping by 2050. Additional legislation or regulation applicable to the operation of our ships that may be implemented in the future couldnegatively affect our profitability. Additional legislation or regulation applicable to the operation of our ships that may be implemented in the futurecould negatively affect our profitability. Furthermore, recent action by the IMO’s Maritime Safety Committee and U.S. agencies indicate thatcybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats, asdescribed below. This might cause companies to cultivate additional procedures for monitoring cybersecurity, which could require additional expensesand/or capital expenditures. However, the impact of such regulations is difficult to predict at this time. 57 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 60/160
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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. To implement certain portions of the MTSA, inJuly 2003, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to thejurisdiction of the United States. Similarly, in December 2002, amendments to the International Convention for the Safety of Life at Sea (“SOLAS”),created a new chapter of the convention dealing specifically with maritime security. The chapter went into effect in July 2004, and imposes variousdetailed security obligations on vessels and port authorities, most of which are contained in the newly created International Ship and Port FacilitiesSecurity or, ISPS, Code. Among the various requirements are: • on-board installation of automatic information systems to enhance vessel-to-vessel and vessel-to-shore communications; • on-board installation of ship security alert systems; • the development of vessel security plans; and • compliance with flag state security certification requirements. The USCG regulation’s aim to align with international maritime security standards exempted non-United States vessels from MTSA vesselsecurity measures provided such vessels have on board, by July 1, 2004, a valid International Ship Security Certificate (“ISSC”) that attests to thevessel’s compliance with SOLAS security requirements and the ISPS Code. We have obtained ISSCs for all of our vessels and implemented the varioussecurity measures addressed by the MTSA, SOLAS and the ISPS Codes to ensure that our vessels attain compliance with all applicable securityrequirements within the prescribed time periods. We do not believe these requirements will have a material financial impact on our operations. IMO Cyber Security The Maritime Safety Committee, at its 98th session in June 2017, adopted Resolution MSC.428(98)— Maritime Cyber Risk Management inSafety Management Systems. The resolution encourages administrations to ensure that cyber risks are appropriately addressed in existing safetymanagement systems (as defined in the ISM Code) no later than the first annual verification of the company’s Document of Compliance after January 1,2021. Owners risk having ships detained if they have not included cyber security in the SMS of ships. Vessel Recycling Regulations The EU has adopted a regulation that seeks to facilitate the ratification of the IMO Recycling Convention and sets forth rules relating to vesselrecycling and management of hazardous materials on vessels. In addition to new requirements for the recycling of vessels, the new regulation containsrules for the control and proper management of hazardous materials on vessels and prohibits or restricts the installation or use of certain hazardousmaterials on vessels. The new regulation applies to vessels flying the flag of an EU member state and certain of its provisions apply to vessels flying theflag of a third country calling at a port or anchorage of a member state. For example, when calling at a port or anchorage of a member state, a vesselflying the flag of a third country will be required, among other things, to have on board an inventory of hazardous materials that complies with therequirements of the new regulation and the vessel must be able to submit to the relevant authorities of that member state a copy of a statement ofcompliance issued by the relevant authorities of the country of the vessel’s flag verifying the inventory. The new regulation took effect on non-EU-flagged vessels calling on EU ports of call beginning on December 31, 2020. Classification and Inspection All our vessels are certified as being “in class” by a classification society member of the International Association of Classification Societies suchas Lloyds Register of Shipping and Bureau Veritas, Registro Italiano 58 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 61/160
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Navale (Rina) and American Bureau of Shipping (ABS). All new and secondhand vessels that we purchase must be certified prior to their delivery underour standard contracts and memoranda of agreement. If the vessel is not certified on the date of closing, we have no obligation to take delivery of thevessel. Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in class” by a classification society that is amember of the International Association of Classification Societies. Every vessel’s hull and machinery is “classed” by a classification society authorizedby its country of registry. The classification society certifies that the vessel has been built and maintained in accordance with the rules of suchclassification society and complies with applicable rules and regulations of the country of registry of the vessel and the international conventions ofwhich that country is a member. Each vessel is inspected by a surveyor of the classification society every year— an annual survey, every two to threeyears—an intermediate survey, and every four to five years—a special survey. Vessels also may be required, as part of the intermediate survey process,to be drydocked every 30 to 36 months for inspection of the underwater parts of the vessel and for necessary repairs related to such inspection;alternatively, such requirements may be dealt concurrently with the special survey. In addition to the classification inspections, many of our customers, including the major oil companies, regularly inspect our vessels as a pre-condition to chartering voyages on these vessels. We believe that our well- maintained, high quality tonnage should provide us with a competitiveadvantage in the current environment of increasing regulations, and customer emphasis on quality of service. All areas subject to surveys as defined by the classification society, are required to be surveyed at least once per class period, unless shorterintervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years. Vessels are dry docked for the special survey for inspection of the underwater parts and for repairs related to inspections. If any defects are found,the classification surveyor will issue a “recommendation” which must be rectified by the ship owner within the prescribed time limits. Risk of Loss and Liability Insurance General The operation of any cargo vessel includes amongst others the handling and management of situations such as mechanical failure and/or physicaldamage to the ship, collision, third party property loss, cargo loss or damage, business interruption due to political circumstances in foreign countries,hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including environmental mishaps, and the liabilitiesarising from owning and operating vessels in international trade. While we believe that our present insurance coverage is adequate, not all risks can beinsured, 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 atreasonable rates. We procure hull and machinery insurance, protection and indemnity insurance, which include environmental damage and pollution insurancecoverage, war risk and other insurance coverage for our fleet with insurance carriers that also provide insurance coverage for ships owned by affiliatedentities, including StealthGas and private Vafias family interests. Accordingly, if one of our ships, or other ships managed by Brave Maritime or StealthMaritime and owned by an affiliated entity of Brave Maritime or Stealth Maritime, including StealthGas and C3is, were to incur significant costs froman accident, spill or other environmental liability or were subject to insurance fraud or other incident, our insurance premiums and costs could increasesignificantly or we may not be able to obtain insurance for our ships. 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 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 62/160
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We also maintain Increased Value insurance. Under the Increased Value insurance, in case of total loss of a vessel, we will be able to recover thesum insured under the Increased Value policy in addition to the sum insured under the Hull and Machinery policy. Increased Value insurance also coversexcess liabilities which are not recoverable in full by the Hull and Machinery policies by reason of under insurance. For each ship the sum of the values insured under the Hull & Machinery and Increased Value policies represent its fair market value. Protection and Indemnity Insurance Protection and indemnity insurance, is a form of mutual indemnity insurance, which is designed to cover third party liabilities likely to arise out ofour shipping activities. It is provided by non-profit-making insurance organizations commonly known as Protection and Indemnity Associations or “P&I Clubs”. This insurance aims to respond towards third-party liability claims and other related expenses arising amongst others from injury or deathof crew, shore personnel working on board the ships during cargo operations and other third parties, loss of or damage to cargoes, claims arising fromcollisions with other vessels, damage to third-party properties, pollution arising from oil or other substances, salvage costs to the extent that they aim tocontrol or mitigate the environmental effect following a casualty, Wreck removal and other discretionary costs. Our current Protection and Indemnity insurance provides cover for Oil Pollution up to $1.0 billion per vessel per incident. The collective liabilityof the Association and those other associations is limited, in the case of liability seamen, to USD 3 billion per event. The 12 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have enteredinto a pooling agreement to reinsure each association’s liabilities. Claims pooling between the clubs is regulated by the Pooling Agreement whichdefines the risks that can be pooled and how losses are to be shared between the participating clubs. The Pool provides a mechanism for sharing allclaims 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 tripartiteformula which takes account of each club’s contributing tonnage, premium and claims record. For claims falling in the upper pool layer from $50million to $100 million, 7.5% is retained by the club bringing the claim and 92.5% is shared by all on a tonnage-weighted basis. The International Group clubs arrange a common market reinsurance contract to provide reinsurance for claims which exceed the upper limit ofthe pool (US $100 million) up to an amount of US $3.1 billion any one claim (US $1 billion for Oil Pollution claims). It is said to be the largest singlemarine reinsurance contract in the market. Claims from $30 million to $100 million are reinsured from a captive, named Hydra. As members of Mutual P&I Associations, we may become subject to unbudgeted supplementary calls payable to the P&I Club depending on itsfinancial year results that they are determined by 3 main parameters, i.e., their exposure from payment of claims, the income through premium and theincome arising from investments. Our aim at every renewal is to conclude our P&I insurance with “A rated” P&I clubs as this, amongst other benefits,eliminates the risk of unbudgeted supplementary calls being imposed. Competition We operate in a highly competitive global market based primarily on supply and demand of vessels and cargoes. Ownership of medium range product tankers and crude oil tankers capable of transporting crude oil and refined petroleum products, such asgasoline, diesel, fuel oil and jet fuel, as well as edible oils and chemicals, is 60 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 63/160
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highly diversified and is divided among many independent tanker owners. Many oil companies and other oil trading companies, the principal charterersof our product tankers and crude oil tankers, also operate their own vessels and transport oil for themselves and third-party charterers in directcompetition with independent owners and operators. Competition for charters, including for the transportation of oil and oil products, can be intense anddepends on price as well as on the location, size, age, condition, specifications and acceptability of the vessel and its operator to the charterer and isfrequently tied to having an available vessel with the appropriate approvals from oil majors. Principal factors that are important to our charterers includethe quality and suitability of the vessel, its age, technical sophistication, safety record, compliance with IMO standards and the heightened industrystandards that have been set by some energy companies, and the competitiveness of the bid in terms of overall price. The drybulk sector is characterized by relatively low barriers to entry, and ownership of drybulk vessels is highly fragmented. In general, wecompete with other owners of drybulk vessels for charters based upon price, customer relationships, operating expertise, professional reputation andsize, age, location and condition of the vessel. We negotiate the terms of our charters (whether voyage charters, period time charters, bareboat charters orpools) based on market conditions. In the drybulk sector we currently compete primarily with other owners of drybulk vessels, many of which may havemore resources than us and may operate vessels that are newer, and therefore more attractive to charterers than vessels we may operate. Seasonality Tanker markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere, but weaker in thesummer months as a result of lower oil consumption in the northern hemisphere and refinery maintenance. In addition, unpredictable weather patterns inthese months tend to disrupt vessel scheduling and supplies of certain commodities. As a result, our revenues may be stronger in fiscal quarters endedDecember 31 and March 31 and relatively weaker during the fiscal quarters ended June 30 and September 30. Coal, iron ore and grains, which are the major bulks of the drybulk shipping industry, are somewhat seasonal in nature. The energy marketsprimarily affect the demand for coal, with increases during hot summer periods when air conditioning and refrigeration require more electricity andtowards the end of the calendar year in anticipation of the forthcoming winter period. The demand for iron ore tends to decline in the summer monthsbecause many of the major steel users, such as automobile makers, reduce their level of production significantly during the summer holidays. Graintrades are seasonal as they are driven by the harvest within a climate zone. Because three of the five largest grain producers (the United States ofAmerica, Canada and the European Union) are located in the northern hemisphere and the other two (Argentina and Australia) are located in thesouthern hemisphere, harvests occur throughout the year and grains transportation requires drybulk shipping accordingly. The Tanker Industry In broad terms, demand for oil and oil products traded by sea is primarily affected by global and regional economic conditions, as well as otherfactors such as changes in the location of productive capacity, and variations in regional prices. Demand for shipping capacity is a product of thephysical quantity of the cargo (measured, depending on the cargo in terms of tons or cubic metrics), together with the distance the cargo is carried.Demand cycles move broadly in line with developments in the global economy, with growth rate of demand for products slowing significantly andbecoming negative in some years in the period immediately after the onset of the global economic downturn in late 2008, before recovering graduallyfrom 2011 with general improvement in the global macro-economic environment. Low crude prices between 2015 and 2017 induced greaterconsumption, which led to increased seaborne trade of crude oil as well as refined products. Growth in seaborne trade slowed in 2018 because ofinventory drawdown in crude as well as refined products. In 2019, the decline in seaborne trade was on account of lower refinery runs and weakereconomic growth. Refineries underwent maintenance in the first half of 2019 to prepare for low sulfur fuel oil and MGO demand related with 61 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 64/160
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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. The outbreak of COVID-19 severely affected the demand for crude oil and refined petroleum products in 2020 and 2021 as several majoreconomies enforced lockdowns to contain the spread of the virus and mitigate the damage caused by the pandemic. The decline in trade was mainly ledby a sharp decline in both crude oil and oil products trade following restrictions enforced by authorities in several major economies. In 2022, oil demandand trade improved significantly as Covid-19 restrictions were being eased out and longer haul routes started emerging as a result of the war in Ukraine.Specifically, in 2022, 3,369 million tons of crude oil, products and vegetable oils/chemicals were moved by sea. Of this, crude shipments constituted1,967 million tons of cargo and products 1,032 million tons, with the balance made up of other bulk liquids, including vegetable oils, chemicals andassociated products. Products trades have received a boost in the last decade as a result of developments in exploration and production activity in theU.S. Horizontal drilling and hydraulic fracturing have triggered a shale oil revolution and rising crude oil production has also ensured the availability ofcheaper feedstocks to local refineries. As a result, the U.S. has become a major net exporter of products. In 2023 global imports of crude oil reached2,161.5 million tons marking a 6.6% year on year increase, while global exports of crude oil reached 2,167.5 million tons marking a 5.7% year on yearincrease. Moreover, in 2023 imports of clean products reached 807.1 million tons marking a 3.3% year on year decline while exports of clean productsreached 797.3 million tons marking a 5.4% year on year decline. In 2024, global imports of crude oil reached 44 million barrels per day, marking an0.9% year-on-year increase. 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. Products are carried predominantly in coated ships andinclude commodities such as gas oil, gasoline, jet fuel, kerosene and naphtha (often referred to as ‘clean products’), and fuel oil and vacuum gas oil(often referred to as ‘dirty products’). In addition, some product tankers are also able to carry bulk liquid chemicals and edible oils and fats if they havethe appropriate International Maritime Organization (IMO) certification. These vessels are classified as product/chemical tankers, and as such, theyrepresent a swing element in supply, having the ability to move between trades depending on market conditions. Clean petroleum products are thereforecarried by non-IMO product tankers and IMO certified product/chemical tankers. IMO tankers will also carry, depending on their tank coatings, a rangeof other products including organic and inorganic bulk liquid chemicals, vegetable oils and animal fats and special products such as molasses. Two other important factors are likely to affect product tanker supply in the future. The first is the requirement to retrofit Ballast WaterManagement Systems (BWTS) to existing vessels. In February 2004, the IMO adopted the International Convention for the Control and Management ofShips’ Ballast Water and Sediments. The IMO Ballast Water Management (BWM) Convention contains an environmentally protective numeric standardfor the treatment of a ship’s ballast water before it is discharged. This standard, detailed in Regulation ‘D-2’ of the BWM Convention, sets out thenumbers of organisms allowed in specific volumes of treated discharge water. The IMO ‘D-2’ standard is also the standard that has been adopted by theU.S. Coast Guard’s ballast water regulations and the U.S. EPA’s Vessel General Permit. The BWM Convention also contains an implementationschedule for the installation of IMO member state type approved treatment systems in existing ships and in new vessels, requirements for thedevelopment of vessel ballast water management plans, requirements for the safe removal of sediments from ballast tanks, and guidelines for the testingand type approval of ballast water treatment technologies. In July 2017, the IMO extended the regulatory requirement of compliance to the BWMConvention from September 8, 2017 to September 8, 2019. Vessels trading internationally will have to comply with the BWM Convention upon theirnext special survey after that date. Expenditure of this kind has become another factor impacting the decision to scrap older vessels after BWMConvention came into force in 2019. The second factor that is likely to impact future vessel supply is the drive to control sulfur emission from ships. Heavy fuel oil (HFO) has been themain fuel of the shipping industry for many years. It is relatively 62 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 65/160
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inexpensive and widely available, but it is ‘dirty’ from an environmental point of view. The sulfur content of HFO consumed by ships has been about3.5% until the end of 2019. It is the reason that maritime shipping accounts for 8% of global emissions of sulfur dioxide (SO2), an important source foracid rain, as well as respiratory diseases. In some port cities, such as Hong Kong, shipping is the largest single source of SO2 emissions, as well asemissions of particulate matter (PM), which are directly tied to the sulfur content of the fuel. One estimate suggests that PM emissions from maritimeshipping led to 87,000 premature deaths worldwide in 2012. 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 ofaffreightment (“COA”) or in pools. Under a voyage charter, the owner agrees to provide a vessel for the transport of cargo between specific ports inreturn for the payment of an agreed freight rate per ton of cargo or an agreed dollar lump sum amount. Voyage costs, such as canal and port charges andbunker expenses, are the responsibility of the owner. Under a time charter, the ship owner places the vessel at the disposal of a charterer for a givenperiod of time in return for a specified rate (either hire per day or a specified rate per dwt capacity per month) with the voyage costs being theresponsibility of the charterer. In both voyage charters and time charters, operating costs (such as repairs and maintenance, crew wages and insurancepremiums), as well as drydockings and special surveys, are the responsibility of the ship owner. The duration of time charters varies, depending on theevaluation of market trends by the ship owner and by charterers. Occasionally, tankers are chartered on a bareboat basis. Under a bareboat charter,operations of the vessels and all operating costs are the responsibility of the charterer, while the owner only pays the financing costs of the vessel. ACOA is another type of charter relationship where a charterer and a ship owner enter into a written agreement pursuant to which a specific cargo will becarried over a specified period of time. COAs benefit charterers by providing them with fixed transport costs for a commodity over an identified periodof time. COAs benefit ship owners by offering ascertainable revenue over that same period of time and eliminating the uncertainty that would otherwisebe caused by the volatility of the charter market. A shipping pool is a collection of similar vessel types under various ownerships, placed under the careof a single commercial manager. The manager markets the vessels as a single fleet and collects the earnings which are distributed to individual ownersunder a pre-arranged weighing system by which each participating vessel receives its share. Pools have the size and scope to combine voyage charters,time charters and COA with freight forward agreements for hedging purposes, to perform more efficient vessel scheduling thereby increasing fleetutilization. Market cyclicality and trends The international tanker shipping industry is cyclical and volatile, having reached historical highs in 2008 and historical lows in 2016. Charterrates improved in the first half of 2020; before declining sharply in the second half of 2020 and remaining at low levels in 2021 and early 2022, beforesignificantly improving in the second half of 2022 and the first quarter of 2023 and remained at high levels for the majority of 2023. In 2024 tankercharter rates continued to increase for the first half of the year. In the second half of 2024 we witnessed a gradual decline in rates however thesemaintained and continue to be at healthy levels from a long term perspective. Tanker charter hire rates and vessel values for all tankers are influenced bythe supply-demand dynamics of the tanker market. Demand for vessels depends on the international trade of oil and refined petroleum products,including the availability of crude oil. Also, in general terms, time charter rates are less volatile than spot rates as they reflect the fact that the vessel isfixed for a longer period of time. In the spot market, rates will reflect the immediate underlying conditions in vessel supply and demand, and are thusprone to more volatility. At the same time, the supply of tankers vessels cannot be changed drastically in the short term as it takes about nine months to build a ship and,usually, there is a lag of, at least, fifteen to eighteen months between placing an order to build a vessel and its delivery. In the near term, supply is limitedby the existing number of vessels and can only be adjusted by increasing or decreasing the operating speed of a vessel but various economic andoperational factors could limit the range of such adjustments. 63 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 66/160
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Typically, periods of high charter rates result in an increased rate of new vessel ordering, often more than what the demand levels warrant; thesevessels begin to be delivered eighteen months or more later when demand growth for vessels may have slowed down thus creating oversupply and quickcorrection of charter rates. 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. Only the largest portsaround the world possess the infrastructure to accommodate vessels of this size. Capesize vessels are primarily used to transport iron ore, bauxite or coaland, to a much lesser extent, grains, primarily on long-haul routes. Kamsarmax. Kamsarmax vessels have a carrying capacity of around 80,000 dwt. The standard Kamsarmax vessel measures approximately 229-230 meters in length. These dimensions are generally larger than those of a Panamax vessel allowing for greater cargo capacity. These vessels areprimarily used for transportation of drybulk commodities such as coal, iron ore, grain and bauxite. Panamax. Panamax vessels have a carrying capacity of around 70,000 dwt. These vessels are designed to meet the physical restrictions of thePanama Canal locks (hence their name “Panamax” — the largest vessels able to transit the Panama Canal prior to its 2016 expansion, making them moreversatile than larger vessels). These vessels carry coal, grains, and, to a lesser extent, minerals such as bauxite/alumina and phosphate rock. Handymax/Supramax. Handymax vessels have a carrying capacity of between 40,000 and 60,000 dwt. These vessels operate on a large number ofgeographically dispersed global trade routes, carrying primarily grains and minor bulks. The standard vessels are usually built with 25-30 ton cargo gear,enabling them to discharge cargo where grabs are required (particularly industrial minerals), and to conduct cargo operations in countries and ports withlimited infrastructure. This type of vessel offers good trading flexibility and can, therefore, be used in a wide variety of bulk and neobulk trades, such assteel products. Handysize. Handysize vessels have a carrying capacity of between 28,000 and to 40,000 dwt. These vessels are almost exclusively carry minorbulk cargo. Increasingly, vessels of this type operate on regional trading routes, and may serve as trans-shipment feeders for larger vessels. Handysizevessels are well suited for small ports with length and draft restrictions. Their cargo gear enables them to service ports lacking the infrastructure forcargo loading and discharging. The supply of drybulk vessels is dependent on the delivery of new vessels and the removal of vessels from the global fleet, either throughscrapping or loss. The level of scrapping activity is generally a function of scrapping prices in relation to current and prospective charter marketconditions, as well as operating, repair and survey costs. The demand for drybulk vessel capacity is determined by the underlying demand for commodities transported in drybulk vessels, which in turn isinfluenced by trends in the global economy. Demand for drybulk vessel capacity is also affected by the operating efficiency of the global fleet, with portcongestion, which has been a feature of the market to greater or lesser degrees since 2004, absorbing tonnage and therefore leading to a tighter balancebetween supply and demand. In evaluating demand factors for drybulk vessel capacity, we believe that drybulk vessels can be the most versatile elementof the global shipping fleets in terms of employment alternatives. Drybulk Carrier Charter Hire Rates. Charter hire rates fluctuate by varying degrees among drybulk vessel size categories. The volume andpattern of trade in a small number of commodities (major bulks) affect demand 64 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 67/160
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for larger vessels. Therefore, charter rates and vessel values of larger vessels often show greater volatility. Conversely, trade in a greater number ofcommodities (minor bulks) drives demand for smaller drybulk vessels. Accordingly, charter rates and vessel values for those vessels are subject to lessvolatility. Charter hire rates paid for drybulk vessels are primarily a function of the underlying balance between vessel supply and demand, although at timesother factors may play a role. Furthermore, the pattern seen in charter rates is broadly mirrored across the different charter types and the differentdrybulk vessel categories. However, because demand for larger drybulk vessels is affected by the volume and pattern of trade in a relatively smallnumber of commodities, charter hire rates (and vessel values) of larger ships tend to be more volatile than those for smaller vessels. In the time charter market, rates vary depending on the length of the charter period and vessel specific factors such as age, speed and fuelconsumption. In the voyage charter market, rates are influenced by cargo size, commodity, port dues and canal transit fees, as well as commencement andtermination regions. 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 generallycommand higher rates than routes with low port dues and no canals to transit. Voyages with a load port within a region that includes ports where vesselsusually discharge cargo or a discharge port within a region with ports where vessels load cargo also are generally quoted at lower rates, because suchvoyages generally increase vessel utilization by reducing the unloaded portion (or ballast leg) that is included in the calculation of the return charter to aloading area. Within the drybulk shipping industry, the charter hire rate references most likely to be monitored are the freight rate indexes issued by the BalticExchange. These references are based on actual charter hire rates under charters entered into by market participants as well as daily assessmentsprovided to the Baltic Exchange by a panel of major shipbrokers. Legal Proceedings To our knowledge, there are no material legal proceedings to which we are a party or to which any of our properties are subject, other than routinelitigation incidental to our business. In our opinion, the disposition of these lawsuits should not have a material impact on our consolidated results ofoperations, financial position and cash flows. 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. Properties Other than our vessels we do not have any material property. For information on our fleet, see “Item 4. Information on the Company—BusinessOverview.” We have no freehold or material leasehold interest in any real property. We lease office space from an affiliated company of Stealth Maritime. See“Item 7. Major Stockholders and Related Party Transactions—B. Related Party Transactions—Office Space.” 65 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 68/160
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Item 4A. Unresolved Staff Comments None. 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 conjunctionwith our consolidated financial statements, accompanying notes thereto and other financial information, appearing elsewhere in this annual report. Thisdiscussion contains forward- looking statements that reflect our current views with respect to future events and financial performance. Our actualresults may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth in thesection 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. 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 1,000kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. 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 asthe holding company of four subsidiaries, each owning one of the tanker vessels in our initial fleet, that it subsequently contributed to us in connectionwith the 2021 Spin-Off. On December 3, 2021, StealthGas distributed all of our outstanding common stock and 8.75% Series A Cumulative RedeemablePerpetual 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 asindustrial users of drybulk cargoes. As of April 15, 2025, we owned and operated a fleet of seven MR refined petroleum product tankers that carryrefined petroleum products such as gasoline, diesel, fuel oil and jet fuel, as well as edible oils and chemicals, two suezmax tankers that carry crude oiland three handysize drybulk carriers, that transport major bulks such as iron ore, coal and grains, and minor bulks such as bauxite, phosphate andfertilizers. As of April 15, 2025, we also had contracts to acquire five supramax drybulk carriers and two kamsarmax drybulk carriers, one of which wasdelivered to us on April 26, 2025 and six of which are expected to be delivered to us in the second quarter of 2025. Upon delivery of these contractedvessels, the total cargo carrying capacity of our combined 19-vessel fleet will be 1,194,000 dwt. 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. Some of our vessels mayparticipate in shipping pools, or, in some cases in contracts of affreightment, although we have not employed any of our vessels under sucharrangements to date. As of April 15, 2025, we had each of our handysize drybulk vessels operating under time charters of short duration. Four of ourproduct tankers were under time charter employment concluding in May 2025, October 2025, January 2026 and September 2027 and our two suezmaxtankers and our other three product tankers were operating in the spot market. 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. Imperial Petroleum stockholders and warrantholders received oneC3is common share for every eight shares of Imperial Petroleum’s common stock owned, or in the case of holders of Imperial Petroleum’s outstandingWarrants that they have the right to purchase pursuant to Warrants owned, at the close of business on June 13, 2023. 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 currentlyconvertible into common stock of C3is Inc., at a conversion price of $3.0391 per share, as of the date of this annual report. 66 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 69/160
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Vessels operating on period charters, principally time and bareboat charters, provide more predictable cash flows but can yield lower profitmargins than vessels operating in the spot market during periods characterized by favorable market conditions. Vessels operating in the spot marketgenerate revenues that are less predictable but may enable us to achieve increased profit margins during 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, which may have amaterially adverse impact on our overall financial performance. As described below under “—Results of Operations”, the mix of charters our vessels are deployed on, which affects our utilization, revenues,expenses and profitability, has differed in recent periods and over time we expect will continue to vary. In the year ended December 31, 2022, thepercentage of our fleet’s total calendar days on which our vessels operated in the spot market was 43.7%, time charter activity was 43.1% and bareboatactivity was 9.8%. Our fleet total operational utilization for the year ended December 31, 2022 was 84.8%. In the year ended December 31, 2023, thepercentage of our fleet’s total calendar days on which our vessels operated in the spot market was 66.4%, time charter activity was 29.0%, while we hadno bareboat activity. Our fleet total operational utilization for the year ended December 31, 2023 was 75.1%. In the year ended December 31, 2024, thepercentage of our fleet’s total calendar days on which our vessels operated in the spot market was 68.6%, time charter activity was 28.7%, while we hadno bareboat activity. Our fleet total operational utilization for the year ended December 31, 2024 was 78.3%. Operating vessels in the spot market, can result in decreased utilization, revenues and profitability in weak charter markets, as compared to periodsof stronger markets or employment on period charters entered into during more favorable market conditions. This was the case for those of our tankersoperating in the spot market in the first months of 2022 until conditions in the crude oil and product tanker charter markets began to improvesubstantially, particularly in the second half of 2022 and remained favorable throughout the majority of 2023 and the first half of 2024. In the secondhalf of 2024 the market slightly softened but rates remained well above historical averages. In relation to the drybulk carriers operating in the spotmarket in 2023, conditions in the drybulk charter market deteriorated significantly from the strong markets experienced from late 2020 to the latter partof 2022 and therefore the spot exposure of our drybulk carriers in 2023 and 2024 was low, although the short duration time charters on which weemployed our drybulk carriers also exposes us to the prevailing charter rate environment for such vessels. In general, with any improvement in marketconditions we may seek to employ our vessels predominately in the spot market to take advantage of higher charter rates, as we have generally donewith 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 timecharters, if attractive rates become available. Indeed, in the second half of 2024 we increased time charter coverage for tanker vessels as marketconditions 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 areresponsible for operating expenses and in the spot market we are responsible for both voyage and operating expenses, and (3) may generate higher orlower revenues and profit margins depending on market conditions in the product tanker, crude oil tanker and drybulk carrier charter markets, asapplicable, with generally higher rates than spot charters in weak markets and lower rates than spot charters in stronger markets, and at what point in thecharter market cycle the bareboat or time charters were entered into. The proportion of time our fleet operates on bareboat charters versus time chartersand in the spot market affects our revenues and expenses, as vessels employed on bareboat charters generate lower revenues and expenses, becauseunder bareboat charters we are not responsible for either voyage expenses or, unlike time charters, operating expenses, and the charter rates for bareboatcharters are correspondingly lower. Profit margins for vessels employed on bareboat charters are generally somewhat lower than time charters, reflectingthe 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. 67 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 70/160
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We will be evaluating vessel purchase opportunities to expand our fleet accretive to our earnings and cash flow. Additionally, we will considerselling certain of our vessels when favorable sales opportunities present themselves. If, at the time of sale, the carrying value is lower than the salesprice, 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 salesprice, we will realize a loss on sale, which will negatively impact our earnings. Please see “—Critical Accounting Estimates” below, for a furtherdiscussion of the consequences of selling our vessels for amounts below their carrying values. Factors Affecting Our Results of Operations We believe that the important measures for analyzing trends in the results of our operations consist of the following: • Calendar days. We define calendar days as the total number of days in a period during which each vessel in our fleet was in ourpossession including off-hire days associated with major repairs, dry dockings or special or intermediate surveys. Calendar days arean indicator of the size of our fleet over a period and affect both the amount of revenue and the amount of expense that we recordduring that period. We acquired two vessels in 2023 and three vessels in 2024, and in September 2024 contracted to acquire sevendrybulk carriers, one of which was delivered to us on April 26, 2025 and six of which are expected to be delivered to us in thesecond quarter of 2025, significantly increasing our fleet’s size and calendar days. We may also elect to sell vessels in our fleet fromtime to time, as did with respect to an aframax tanker in both 2024 and 2023. • Voyage days. We define voyage days as the total number of days in a period during which each vessel in our fleet was in ourpossession net of off-hire days associated with major repairs, dry dockings or special or intermediate surveys. The shipping industryuses voyage days (also referred to as available days) to measure the number of days in a period during which vessels are available togenerate revenues. • Fleet utilization; Fleet operational utilization. We calculate fleet utilization by dividing the number of our voyage days during aperiod by the number of our calendar days during that period, and we calculate fleet operational utilization by dividing the numberof our voyage days-excluding commercially idle days-during a period, by the number of our calendar days during that period. Theshipping industry uses fleet utilization to measure a company’s efficiency in minimizing the amount of days that its vessels are off-hire for reasons such as scheduled repairs, vessel upgrades or drydockings and other surveys, and uses fleet operational utilization toalso measure a company’s efficiency in finding suitable employment for its vessels. • Cyclicality. As of April 15, 2025, we had seven vessels operating under time charter contracts and five vessels operating in the spotmarket. All three of our handysize drybulk carriers were under time charter employment of short term duration while four of ourproduct tankers were also under time charter employment expiring on May 2025, October 2025, January 2026 and September 2027,respectively. Tanker charter market rates have been strong since the second half of 2022, after remaining at low levels for mostperiods 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 and in 2024 marking a furtherdeterioration towards the end of 2024. In the event of renewed weakness in the global economy, including as a result of theimposition of tariffs by the United Sates and other countries, inflation or otherwise, charter rates face significant downside risks, as aweaker global economy may lead to lower demand for the seaborne transport of refined petroleum products, crude oil or drybulkcargoes. In addition, the conflict in Ukraine is disrupting energy production and trade patterns, including shipping in the Black Seaand elsewhere, and its impact on energy prices and tanker rates, which initially have increased, is uncertain, particularly if it resultsin an economic downturn and reduced demand for oil. The easing of trade pattern disruptions due to international 68 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 71/160
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events, including Houthi attacks on vessels in the Red Sea and Gulf of Aden resulting in rerouting of vessels away from the SuezCanal, could also reduce resulting support for charter rates. The impact of the tariffs recently imposed by the U.S., and by China and other countries in response, remains uncertain; however, itcould result in global economic weakness and recession, which may negatively impact demand for drybulk, crude oil and refinedpetroleum product cargoes and in turn our vessels and the charter hire rates they are able to earn. • Seasonality. As of April 15, 2025, we had three drybulk vessels and four product tankers under time charter employment. Theremaining three product tankers and two suezmax tankers of our fleet were operating in the spot market. At the end of these charters,seeking period or spot employment may expose us to seasonal changes. For instance, the tanker markets are typically stronger in thewinter months as a result of increased oil consumption in the northern hemisphere but weaker in the summer months as a result oflower oil consumption in the northern hemisphere and refinery maintenance, and drybulk markets are typically stronger in the springmonths due to grain season in the Southern Hemisphere, autumn months due to coal inventories and weaker in winter months. Our ability to control our fixed and variable expenses, including those for commission expenses, crew wages and related costs, the cost ofinsurance, expenses for repairs and maintenance, the cost of spares and consumable stores, tonnage taxes and other miscellaneous expenses also affectour financial results. Factors beyond our control, such as developments relating to market premiums for insurance and the value of the U.S. dollarcompared to currencies in which certain of our expenses, primarily crew wages are denominated, can also cause our vessel operating expenses toincrease. In addition, our net income is affected by any financing arrangements, including any interest rate swap arrangements, that we may enter intofrom time to time. Below please see data regarding our fleet and average daily results for the years ended December 31, 2022, 2023 and 2024, which we use inanalyzing our performance. 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 numberof days each vessel was a part of our fleet during the period divided by the number of calendar days in that period.(2) Our total voyage days for our fleet reflect the total days the vessels we operated were in our possession for the relevant periods, net of off-hiredays associated with major repairs, drydockings or special or intermediate surveys.(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 therelevant period. 69 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 72/160
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(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 relevantperiod.(5) Total calendar days are the total days the vessels we operated were in our possession for the relevant period including off-hire days associated withmajor repairs, drydockings or special or intermediate surveys.(6) Fleet utilization is the percentage of time that our vessels were available for revenue generating voyage days, and is determined by dividingvoyage days by fleet calendar days for the relevant period.(7) Fleet operational utilization is the percentage of time that our vessels generated revenue, and is determined by dividing voyage days, excludingcommercially idle days, by fleet calendar days for the relevant period.(8) Average time charter equivalent daily rate is a measure of the average daily revenue performance of a vessel. We determine the average timecharter equivalent daily rate by dividing voyage revenues net of voyage expenses (the “Time charter equivalent revenues”) by voyage days for therelevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage and are payable by usunder a spot charter (which would otherwise be paid by the charterer under a time or bareboat charter contract), as well as commissions or anyvoyage costs incurred while the vessel is idle. Time charter equivalent revenues and average time charter equivalent daily rate are non-GAAPmeasures, the most directly comparable GAAP measures to voyage revenues, assisting the Company’s management in making decisions regardingthe deployment and use of its vessels and in evaluating their financial performance. They are also standard shipping industry performancemeasures used primarily to compare period-to-period changes in a shipping company’s performance despite changes in the mix of charter types(i.e., spot charters or time charters, but not bareboat charters) under which the vessels may be employed between the periods. Our calculation oftime charter equivalent revenues and average time charter equivalent daily rate may not be comparable to that reported by other companies in theshipping or other industries. Under bareboat charters, we are not responsible for either voyage expenses, unlike spot charters, or vessel operatingexpenses, unlike spot charters and time charters; TCE assists our investors to assess our financial performance from period to period on acomparable basis and provide investors with a means of better evaluating and understanding our operating performance. Reconciliation of timecharter equivalent revenues as reflected in the consolidated statements of comprehensive income and calculation of average time charterequivalent 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, lubricatingoil, insurance, maintenance and repairs, is calculated by dividing vessel operating expenses by fleet calendar days for the relevant time period.(10) Daily general and administrative expenses are calculated by dividing total general and administrative expenses by fleet calendar days for therelevant period.(11) Management fees are based on a fixed rate management fee of $440 per day for each vessel in our fleet under spot or time charter and a fixed ratefee of $125 per day for each of the vessels operating on bareboat charter. Daily management fees are calculated by dividing total management feesby fleet calendar days for the relevant period.(12) Total operating expenses, or “TOE”, is a measurement of our total expenses associated with operating our vessels. TOE is the sum of vesseloperating expenses and general and administrative expenses. Daily TOE is calculated by dividing TOE by fleet calendar days for the relevant timeperiod. 70 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 73/160
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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 vesselsgenerate 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 numberof factors, including our decisions relating to vessel acquisitions and disposals, the amount of time that we spend positioning our vessels, the amount oftime that our vessels spend in drydock undergoing repairs, maintenance and upgrade work, the age of our vessels, condition and specifications of ourvessels and the levels of supply and demand in the product tanker and crude oil tanker charter markets and the drybulk carrier charter markets. We employ our vessels under time, bareboat and spot charters. Bareboat charters provide for the charterer to bear the cost of operating the vesseland as such typically market rates for bareboat charters are lower than those for time charters. Vessels operating on period charters, principally time andbareboat charters, provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot charter market duringperiods characterized by favorable market conditions. As a result, during the time our vessels are committed on period charters we will be unable, duringperiods of improving charter markets, to take advantage of improving charter rates as we could if our vessels were employed only on spot charters.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 ourvessels at low prevailing rates in weak market conditions, and may have a materially adverse impact on our overall financial performance. If we commitvessels on period charters, future spot market rates may be higher or lower than those rates at which we have time chartered our vessels. Voyage Expenses Voyage expenses include port and canal charges, bunker (fuel oil) expenses and commissions. These charges and expenses increase in periodsduring which vessels are employed on the spot market or in periods during which vessels are not employed, because during such periods, these expensesare paid by the vessel owner. Under period charters, these charges and expenses, including bunkers (fuel oil) but excluding commissions which arealways paid by the vessel owner, are paid by the charterer. Commissions on hire are paid to our manager Stealth Maritime and/or third-party brokers.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. Vessel Operating Expenses Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses for repairs and maintenance, the cost of sparesand consumable stores, tonnage taxes and other miscellaneous expenses. Our ability to control these fixed and variable expenses, also affects ourfinancial results. In addition, the type of charter under which our vessels are employed (time, bareboat or spot charter) also affects our operatingexpenses because we do not pay the operating expenses of vessels that we deploy on bareboat charters. Factors beyond our control, some of which mayaffect the shipping industry in general, including, for instance, developments relating to market prices for insurance and regulations related to safety andenvironmental matters may also cause these expenses to increase. 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 bareboatcharter. Our Manager also receives a fee equal to 1.0% calculated on the price stated in the relevant memorandum of agreement for any vessel bought orsold by them on our behalf. 71 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 74/160
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General and Administrative Expenses We incur general and administrative expenses that consist primarily of legal fees, audit fees, office rental fees, officers and board remuneration orreimbursement, directors’ and officers’ insurance, listing fees and other general and administrative expenses. Our general and administrative expensesalso include our direct compensation expenses and the value of non-cash executive services provided through, and other expenses arising from, ourmanagement agreement with Stealth Maritime, our directors’ compensation and the value of the lease expense for the space we rent from StealthMaritime. Inflation Inflation has had only a moderate effect on our expenses in recent years, particularly in 2022 following the outbreak of Russian war againstUkraine, and had a milder impact on our expenses in 2023 and 2024. In general, the pressure on energy prices brought upon by the Russian invasion inUkraine has resulted in inflationary effects mainly on financing expenses, prior to the repayment of our debt in the first half of 2023, and operatingexpenses, as well as bunker costs for which we are responsible when our vessels operate in the spot market or are unemployed. Although these impactswere milder in 2023 than 2022 and subsided further in 2024, a resumption of increased inflationary pressures would increase our financing, operatingvoyage and administrative expenses further. Depreciation and Dry docking The carrying value of our vessels includes the original cost of the vessels plus capitalized expenses since acquisition relating to improvements andupgrading of the vessels, less accumulated depreciation and less any impairment. We depreciate our vessels on a straight-line basis, from the date theywere originally built over their estimated useful lives, determined to be 25 years. Depreciation is based on cost less the estimated scrap value of thevessels which equals $350 per light weight ton. We expense costs associated with drydockings and special and intermediate surveys as incurred whichmay affect the volatility of our results. In 2022, we drydocked one Suezmax tanker, the Suez Enchanted and one Handysize drybulk vessel, the EcoAngelbay, at a total cost of $1.9 million. In 2023, we drydocked three MR product tankers, namely the Clean Thrasher, the Magic Wand and the CleanNirvana, 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. Stealth Haralambos), and a product tanker, the Clean Sanctuary. All ofthe aforementioned vessels that underwent drydocking, with the exception of Eco Wildfire and Eco Angelbay, were installed with ballast water treatmentsystems as part of their drydocking. The installation of the ballast water treatment systems is considered an improvement and the respective cost hasbeen capitalized in the vessel cost. Our current fleet on the water has one scheduled drydocking for 2025. Interest Expense and Finance Costs As of December 31, 2024 and 2023, we did not have any outstanding bank debt. In the first half of 2023, we repaid $70 million of outstandingindebtedness under secured credit facilities. We incurred interest expense under these credit facilities in 2022 and the first half of 2023 and will incurinterest expense under any new credit facilities we enter into to finance new acquisitions or existing vessels, as described in the “—Liquidity and CapitalResources” section below. We would also incur financing costs in connection with establishing those facilities, which would be deferred and amortizedover the period of the facility, which we would also include in interest expense. Critical Accounting Estimates The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which havebeen prepared in accordance with U.S. GAAP. The preparation of 72 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 75/160
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those financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expensesand related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates underdifferent assumptions or conditions. Critical accounting estimates are those that reflect significant judgments or uncertainties, and potentially result in materially different results underdifferent assumptions and conditions. We have described below what we believe is our most critical accounting estimate that involves a high degree ofjudgment. For a description of our significant accounting policies, see Note 2 to our consolidated financial statements included elsewhere herein. Impairment of long-lived assets: We follow the Accounting Standards Codification (“ASC”) Subtopic 360-10, “Property, Plant and Equipment” (“ASC 360-10”), which requireslong-lived assets used in operations be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of theassets may not be recoverable. On a quarterly basis, in case an impairment indicator exists for a vessel, we perform an analysis of the anticipatedundiscounted future net cash flows for such vessel. If the carrying value of the related vessel exceeds the undiscounted cash flows and the fair marketvalue 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 ofcomprehensive income. We review certain indicators of potential impairment, such as vessel fair values, vessel sales and purchases, business plans and overall marketconditions including any regulatory changes that may have a material impact on the vessel lives. The decline in the values of our vessels was consideredto be an indicator of potential impairment. We determined undiscounted projected net operating cash flows for each vessel with carrying valueexceeding its fair value and compared it to the vessel’s carrying value. This assessment was made at the individual vessel level since separatelyidentifiable cash flow information for each vessel was available. In developing estimates of future cash flows to be generated over remaining usefullives of the vessels, we made assumptions about the future, such as: (1) vessel charter rates, (2) vessel utilization rates, (3) vessel operating expenses,(4) dry docking costs, (5) vessel scrap values at the end of vessels’ remaining useful lives and (6) the remaining useful lives of the vessels. Theseassumptions were based on historical trends as well as future expectations in line with our historical performance and our expectations for future fleetutilization under our current fleet deployment strategy, vessel sales and purchases, and overall market conditions. Projected cash flows were determined for the vessels by considering the revenues from existing charters for those vessels that have long termemployment, and revenue estimates based on nine-year historical average rates (base rates) for periods for which there is no charter in place. Withregards to operating expenses and utilization rate, these were based on historical trends. Revenue estimates are highly subjective. We believe that thenine- year average historical average rates represent an appropriate estimation of the future revenue rates since they more accurately reflect the earningscapacity of our vessels and because they capture the volatility of the market as they include numerous market highs and lows. Furthermore, they areconsidered a fair estimate based on past experience. The carrying values of our vessels may not represent their fair market value at any point in time since the market prices of second-hand vesselstend to fluctuate with changes in charter rates and the cost of new-buildings. Sensitivity Analysis. The impairment test is highly sensitive to variances in future charter rates. When we conducted the analysis of the impairment test as ofDecember 31, 2024 we also performed a sensitivity analysis related to the future cash flow estimates. Set forth below is an analysis, as of December 31,2024, of the percentage difference between the 73 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 76/160
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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 onour impairment analysis if we were to utilize the most recent five-year, three- year and one-year historical average rates, which shows the number ofvessels whose carrying value would not have been recovered and the related impairment charge. Percentage differencebetweenour actual average2024rates as comparedwith the base rates 5-yearhistoricalaverage rate 3-yearhistoricalaverage rate 1-yearhistoricalaverage rate No. ofvessels Amount($ million) No. ofvessels Amount($ million) No. ofvessels 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 highlysubjective. There can be no assurance as to how long charter rates and vessel values will remain at their current levels or whether they will improve byany significant degree. Charter rates may remain at relatively low levels for some time, or decline, which could adversely affect our revenue andprofitability, and future assessments of vessel impairment. 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 ofeach 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).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 oftheir useful lives, based on their undiscounted cash flows. Implications of Being an Emerging Growth Company We had less than $1.235 billion in revenue during our last fiscal year, which means that we qualify as an “emerging growth company” as definedin the Jumpstart Our Business Startups Act, or JOBS Act. An emerging growth company may take advantage or specified reduced reporting and otherburdens that are otherwise applicable generally to public companies. These provisions include: • exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal controls over financialreporting under Section 404(b) of the Sarbanes-Oxley Act; • exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable toprivate companies; and • exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB,requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provideadditional information about the audit and financial statements. We may take advantage of these provisions until December 31, 2026. We will cease to be an emerging growth company if, among otherthings, we have more than $1.235 billion in “total annual gross revenues” during the most recently completed fiscal year. We may choose to takeadvantage of some, but not all, of these reduced burdens. For as long as we take advantage of the reduced reporting obligations, the informationthat we provide stockholders may be different from information provided by other public companies. We are choosing to “opt out” of the extendedtransition period relating to the exemption from new or revised financial accounting standards and as a result, we will comply with new or revisedaccounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth public companies.Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accountingstandards is irrevocable. 74 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 77/160
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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. REVENUES—Revenues for the year ended December 31, 2024 were $147.5 million compared to $183.7 million for the year ended December 31,2023, a decrease of $36.2 million, primarily due to softer market spot rates. As of the end of 2024, daily spot market rates were about $22,000 forstandard product tankers versus $33,000 as of the end of the same period of 2023 and $30,000 for standard suezmax tankers as opposed to $60,000 as ofthe end of the same period of 2023. Total calendar days for our fleet were 3,801 for the year ended December 31, 2024 compared to 3,650 for the yearended December 31, 2023. Of the total calendar days in 2024, nil or 0.0% were bareboat charter days, 1,092 or 28.7% were time charter days and 2,608or 68.6% were spot days. This compares to nil or 0.0% bareboat charter days, 1,058 or 29.0% time charter days and 2,423 or 66.4% spot days in 2023.Our fleet operational utilization was 78.3% and 75.1% for the years ended December 31, 2024 and December 31, 2023 respectively. VOYAGE EXPENSES—Voyage expenses were $52.0 million for the year ended December 31, 2024 compared to $62.5 million for the yearended December 31, 2023. The $10.5 million decrease in voyage expenses is mainly attributed to a reduction in port expenses due to decreased transitsthrough the Suez Canal and a decrease in voyage commissions resulting from lower market rates and consequently softer revenue generation. Voyageexpenses consisted largely of bunker charges amounting to $35.1 million for 2024, accounting for 67.5% of total voyage expenses. Voyage expensesalso included port expenses of $10.7 million for the year ended December 31, 2024, corresponding to 20.6% of total voyage expenses, and commissionto third parties of $2.0 million, equivalent to 3.8% of total voyage expenses for 2024. For the year ended December 31, 2023, voyage expenses includedbunker charges of $34.5 million corresponding to 55.2% of total voyage expenses, port expenses of $15.8 million corresponding to 25.3% of totalvoyage expenses, and commission to third parties of $7.3 million corresponding to 11.7% of total voyage expenses. VESSEL OPERATING EXPENSES—Vessel operating expenses were $26.4 million for the year ended December 31, 2024 compared to $25.6million for the year ended December 31, 2023, an increase of $0.8 million, or 3.1%. The increase in operating expenses was primarily due to the averagesize of our fleet increasing by 0.39 vessels. DRY DOCKING COSTS—Dry docking costs were $1.7 million for the year ended December 31, 2024 compared to $6.6 million for the yearended December 31, 2023. Dry docking costs for the year ended December 31, 2024 related to the dry docking of two tanker vessels, while during theyear ended December 31, 2023 three of our product tankers, one of our suezmax tankers and two of our drybulk carriers underwent drydocking. MANAGEMENT FEES—Management fees were $1.7 million for the year ended December 31, 2024 compared to $1.6 million for the year endedDecember 31, 2023, an increase of $0.1 million or 6.3%. The increase was due to the increase in the average size of our fleet by approximately 0.39vessels. The daily management fees per vessel did not change during these periods and remained at $440 per day for vessels under time and spot charter. GENERAL AND ADMINISTRATIVE EXPENSES—General and administrative expenses were $4.9 million for each of the years endedDecember 31, 2024 and 2023, respectively. The remaining unrecognized stock-based compensation cost relating to the 1,505,338 restricted shares ofcommon stock and options to purchase common stock granted under our equity compensation plan in 2024 and 2023, amounting to $1,417,451 as ofDecember 31, 2024, is expected to be recognized over the remaining period of 0.9 years, according to the contractual terms of those non-vested shareawards. The aggregate cash compensation to our officers in 2024 was $0.4 million and we expect such cash compensation to be approximately $0.4million in 2025. 75 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 78/160
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DEPRECIATION—Depreciation expenses for the year ended December 31, 2024 were $17.0 million while for the year ended December 31, 2023depreciation expenses were $15.6 million. The $1.4 million increase in depreciation expenses is due to the increase in the average size of our fleet byapproximately 0.39 vessels due to the depreciation of the vessels added in the fleet during 2024. IMPAIRMENT LOSS—Impairment loss for the year ended December 31, 2024 was nil. 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, atthe time of the Spin-off, compared to the values prevailing when these vessels were acquired resulted in the incurrence of an impairment loss. OTHER OPERATING INCOME-Other operating income for the year ended December 31, 2024 was $1.9 million and related to the collection ofa claim in connection with repairs undertaken in prior years NET LOSS ON SALE OF VESSEL/NET GAIN ON SALE OF VESSEL- RELATED PARTY- Net loss on sale of vessel/ Net gain on sale ofvessel – related party for the year ended December 31, 2024 was a loss of $1.6 million and related to the sale of the Aframax tanker Gstaad Grace II to athird party whereas net gain on sale of vessel for the year ended December 31, 2023 was $8.2 million and related to the sale of the Aframax tankerAfrapearl II (ex. Stealth Berana) to C3is Inc., a related party. INTEREST AND FINANCE COSTS— Interest and finance costs for the years ended December 31, 2024 and 2023 were $0.4 million and $1.8million, respectively. The $0.4 million of costs for the year ended December 31, 2024 relate mainly to accrued interest expense – related party inconnection with the $14.0 million, part of the acquisition price of our bulk carrier, Neptulus, which was paid in April 2025. The $1.8 million of costs forthe year ended December 31, 2023 related mainly to $1.3 million of interest charges incurred up to the full repayment of all outstanding loans concludedin April 2023 along with the full amortization of $0.5 million of loan related charges following the repayment of our outstanding debt. INTEREST INCOME— Interest income for the years ended December 31, 2024 and 2023 was $8.3 million and $5.8 million, respectively. Theincrease is mainly attributed to the interest earned from the time deposits held by the Company as well as the interest income – related party for thetwelve months ended December 31, 2024 in connection with the $38.7 million of the sale price of the Aframax tanker Afrapearl II (ex. Stealth Berana)which was received in July 2024. 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 anet income of $71.1 million for the year ended December 31, 2023. 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. REVENUES—Voyage revenues for the year ended December 31, 2023 were $183.7 million compared to $97.0 million for the year endedDecember 31, 2022, an increase of $86.7 million, primarily due to the increase in our average number of vessels by approximately three vessels and thefull year of operation of our two suezmax tankers that were delivered in early June 2022, along with stronger market conditions prevailing during themajority of the year 2023. Total calendar days for our fleet were 3,650 for the year ended December 31, 2023 compared to 2,522 for the year endedDecember 31, 2022. Of the total calendar days in 2023, nil or 0.0% were bareboat charter days, 1,058 or 29.0% were time charter days and 2,423 or66.4% were spot days. 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. 76 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 79/160
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VOYAGE EXPENSES—Voyage expenses were $62.5 million for the year ended December 31, 2023 compared to $33.8 million for the yearended 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 or117.1%. Voyage expenses consisted largely of bunker charges amounting to $34.5 million for 2023, accounting for 55.2% of total voyage expenses.Voyage expenses also included port expenses of $15.8 million for the year ended December 31, 2023, corresponding to 25.3% of total voyage expenses,and commission to third parties which were $7.3 million, equivalent to 11.7% of total voyage expenses for year 2023. For the year ended December 31,2022, voyage expenses included bunker charges of $24.2 million corresponding to 71.6% of total voyage expenses, port expenses of $5.2 millioncorresponding to 15.4% of total voyage expenses, and commission to third parties of $3.1 million corresponding to 9.2% of total voyage expenses. VESSEL OPERATING EXPENSES—Vessel operating expenses were $25.6 million for the year ended December 31, 2023 compared to $16.4million for the year ended December 31, 2022, an increase of $9.2 million, or 56.1%. The increase in operating expenses was primarily due to theaverage size of our fleet increasing by approximately 3 vessels in conjunction with an increase in daily supply costs by approximately 66% and dailymaintenance costs by approximately 57% due to increased maintenance needs relating to some of our vessels. DRY DOCKING COSTS—Dry docking costs were $6.6 million for the year ended December 31, 2023 compared to $1.9 million for the yearended December 31, 2022. Dry docking costs for the year ended December 31, 2023 related to the dry docking of three of our product tankers, one ofour suezmax tankers and two of our drybulk carriers, while during the year ended December 31, 2022 one of our suezmax vessels and one of ourdrybulk carriers underwent drydocking. MANAGEMENT FEES—Management fees were $1.6 million for the year ended December 31, 2023 compared to $1.0 million for the year endedDecember 31, 2022, an increase of $0.6 million or 60%. The increase was due to the increase in the average size of our fleet by approximately threevessels. The daily management fees per vessel did not change during these periods and remained at $440 per day for vessels under time and spot charterand $125 per day for vessels under bareboat charter. GENERAL AND ADMINISTRATIVE EXPENSES—General and administrative expenses for the year ended December 31, 2023 were $4.9million compared to $1.8 million for the year ended December 31, 2022, an increase of $3.1 million or 172.2%. 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 aggregatecash compensation to our officers in 2023 and 2022 was $0.4 million and $0.3 million, respectively, and we expect such cash compensation to beapproximately $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, 2022depreciation 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 byapproximately three vessels. IMPAIRMENT LOSS—Impairment loss for the year ended December 31, 2023 was $9.0 million and related to the Spin-off of two of our drybulkcarriers to C3is Inc. in June 2023. The decline in the drybulk vessels’ fair values compared to the values prevailing when these vessels were acquiredresulted in the incurrence of an impairment loss. 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 ouraframax tanker Afrapearl II (ex. Stealth Berana) to C3is Inc. 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 anet income of $29.5 million for the year ended December 31, 2022. 77 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 80/160
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Recent Accounting Pronouncements Please refer to Note 2 of the financial statements included elsewhere in this report. Liquidity and Capital Resources As of December 31, 2024, we had cash and cash equivalents including time deposits of $206.7 million. 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 partialexercises 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 suchofferings. Our principal sources of funds for our liquidity needs have been equity offerings and cash flows from operations, which we expect to continue tobe components of the financing for further fleet growth. Potential additional sources of funds may include bank borrowings. Our principal use of fundshas been to acquire our vessels, maintain the quality of our vessels, and fund working capital requirements. In July 2023, we sold an Aframax tanker toC3is 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 wasreceived in July 2024, and we sold a second Aframax tanker to a third party in 2024 for $42.0 million. Our liquidity needs, as of December 31, 2024, primarily relate to funding expenses for operating our vessels, and payment of an aggregate of$37.3 million for a product tanker and a drybulk vessel delivered but not yet paid as per the relevant vessel purchase agreement, which payment tookplace in April 2025. In addition, in September 2024, we entered into agreements to acquire seven drybulk carriers for an aggregate purchase price of$129 million, the purchase price of which we expect to pay with cash on hand within the third quarter of 2025. 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 outstandingbank 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 liquidityrequirements. We believe that, unless there is a major and sustained downturn in market conditions applicable to our specific shipping industry sectors,our internally generated cash flows will be sufficient to fund our operations, including working capital requirements, for at least 12 months. In September 2023, our Board of Directors approved a share repurchase program and authorized the officers of the Company to repurchase, fromtime 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 anaggregate amount of $8.4 million under this program. We also repurchased outstanding warrants for an additional $1.5 million in the fourth quarter of2023. Our contractual obligations as of December 31, 2024 were: Payments due by period (in thousands of U.S. dollars) Total Less than1 year (2025) 1-3years(2026-2027) 3-5years(2028-2029) Management fees (1) $ 14,129 $ 1,923 $6,103 $6,103 Vessel acquisition agreements 166,300 166,300 — — Office lease 77 77 — — Executive fees 1,980 396 792 792 Total $182,486 $ 168,696 $6,895 $6,895 (1) This amount represents the aggregate daily management fees payable to Stealth Maritime. Based on our management agreement with StealthMaritime, we pay $125 per vessel per day for vessels on bareboat 78 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 81/160
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charter and $440 per vessel per day for vessels not on bareboat charter for our existing fleet. The amount presented does not include brokeragecommission of 1.25% of the gross freight, demurrage and charter hire collected from employment of our ships and 1% of the contract price of anyvessels bought or sold on our behalf payable to Stealth Maritime. The term of our management agreement with Stealth Maritime will expire inDecember 2025, but is extended on a year-to-year basis thereafter, unless six months’ written notice is provided prior to the expiration of the termor if a vessel is sold. 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 liquidationpreference 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. From time to time and depending upon market conditions, we may consider various capital raising alternatives to finance the strategic growth anddiversification of our fleet. Any such capital raising transactions may be at the Imperial Petroleum Inc. or subsidiary level, to which interests in certainvessels in our fleet and rights to receive related cash flows would be transferred, as well as other capital raising alternatives available to us at thatparticular time. In addition, we may elect to sell one or more of our vessels or vessel-owning subsidiaries, conduct a spinoff of such vessels orsubsidiaries, or contribute such vessels or vessel-owning subsidiaries to a joint venture, master limited partnership or other entity. Any such transfer mayreduce our asset base and our rights to cash flows related to the transferred assets. If we contribute assets to a joint venture or master limited partnership,the joint venture or master limited partnership may be owned by or issue equity securities to public or private investors, and as part of any spin-off ofassets we may be required to distribute a portion of such assets to holders of outstanding warrants pursuant to the terms of such warrants, therebyreducing our percentage interest in such assets and in the related cash flows. 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. This mainly represents the net amount ofcash, after expenses, generated by chartering our vessels. Net cash provided by operating activities decreased in the year ended December 31, 2024compared to the year ended December 31, 2023 by $1.8 million, mainly due to lower profitability offset by improved cash flow from working capitalitems such as trade receivables and related party liabilities. Net cash provided by operating activities increased in the year ended December 31, 2023compared 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 averagesize of our fleet along with improved market conditions. Net cash (used in)/provided by investing activities. 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 netcash used in investing activities was $186.7 million. During the year ended December 31, 2024, we generated $41.2 million of proceeds from the sale ofan aframax vessel, deployed $74.7 million for vessel acquisitions, placed $259.6 million under time deposits and had $150.8 million of funds under timedeposits maturing during the course for the year. We also had $35.7 million of proceeds received from repayment of seller financing in connection withthe Aframax tanker we sold to C3is Inc. in 2023. 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. 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 timedeposits. 79 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 82/160
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Net cash provided by/(used in) financing activities. For the year ended December 31, 2024, cash inflows from financing activities were $4.8 million, for the year ended December 31, 2023 cashoutflows 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. During the year ended December 31, 2024, we raised $8.6 million from warrant exercises and $0.5 million from exercise of stock options, used$2.5 million on share repurchases and paid dividends on our Series A Preferred Stock amounting to $1.7 million. During the year ended December 31, 2023, we raised $27.6 million in net proceeds from equity financings, expended $70.4 million in order torepay all of our outstanding indebtedness and expended $7.4 million on common share and outstanding warrant repurchases. During the year endedDecember 31, 2023, we also paid dividends on our Series A and Series C Preferred Stock amounting to $2.1 million and provided $5.0 million to C3isInc. in connection with its Spin-off. During the year ended December 31, 2022, we raised $204.6 million from equity financings and bank borrowings, which were partly offset byloan repayments amounting to $5.4 million and dividends paid on our Series A Preferred Stock amounting to $1.7 million. As and when we identify assets that we believe will provide attractive returns, we may enter into specific term loan facilities and borrow amountsunder these facilities as the vessels are delivered to us. Aside from the proceeds of equity offerings, this is the primary driver of the timing and amountof cash provided to us by our financing activities. We operate in a capital intensive industry which requires significant amounts of investment, and we may, at times elect, to fund a significantportion 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. StealthGas, and the subsidiaries that owned the four tankers that comprised our initial fleet upon thecompletion of the 2021 Spin- Off, entered into credit facilities in connection with financing the acquisition of these vessels. We entered into a seniorsecured credit facility with DNB to refinance the outstanding balances under these credit facilities that were entered into by StealthGas for which thefour tankers served as security prior to the 2021 Spin-Off, which facility was repaid in full using cash on hand on March 10, 2023. In September andNovember 2022, we entered into senior secured credit facilities to refinance part of the purchase price for the other four tankers in our fleet, which weacquired earlier in 2022. In the first and second quarter of 2023 we repaid all of our then outstanding loans amounting to $70 million. 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 capitalcommitments. C. Research and Development, Patents and Licenses None. D. Trend Information Tankers The tanker industry is both cyclical and volatile in terms of charter rates and profitability while geopolitical events affect the demand for seabornetransportation. Indicatively, during the ten-year period from the first quarter of 2013- through the fourth quarter of 2022, average earnings for anAframax tanker fluctuated between 80 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 83/160
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$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 sameperiod. Asset values are also subject to price fluctuations and market cyclicality. For example, the price of a 5-year-old Aframax tanker fluctuatedbetween $27.0 million and $60.0 million during the ten-year period from the first quarter of 2013 through the fourth quarter of 2022 while the price of a5-year-old MR tanker ranged between $22.0 million and $40.0 million over the same period. In late 2019 and during the first half of 2020, tanker shipping charter rates reached near record highs driven mainly by extraordinary floatingstorage demand and dropped to less than operating cost levels by the end of the year. Specifically, average Aframax tanker earnings spiked over $50,000per day in the fourth quarter of 2019 as compared to approximately $5,700 per day in the fourth quarter of 2020, $7,648 per day in the second quarter of2021 and $11,093 in the fourth quarter of 2021. Similarly, average MR tanker earnings stood at approximately $20,000 per day in the fourth quarter of2019 before dropping to approximately $6,400 per day in the fourth quarter of 2020, $6,880 in the second quarter of 2021 and $7,847 in the fourthquarter of 2021. The geopolitical crisis between Russia and Ukraine has caused tanker charter rates to rise significantly. Indicatively, average Aframaxtanker earnings were $32,266 per day in the first quarter of 2022, and spiked to $82,810 per day in mid-March 2023 Similarly, average MR tankerearnings stood at $9,749 per day in the first quarter of 2022, and spiked to $31,489 per day in mid-March 2023. Ongoing geopolitical tensions such asthe events in the Middle East which commenced in the fourth quarter of 2023 in conjunction with the Houthi attacks in the Red Sea created an upwardpressure on rates which remained at high levels during the first half of 2024 and then gradual begun to decline in the second half of 2024 mostly due tothe closing of West- East arbitrage and reduced refinery runs. Indicatively, by the end of year 2023 rates for aframax, suezmax and MR tankers hadclimbed to $55,000 per day, $60,400 per day and $33,000 per day. As of April 1, 2024, rates for aframax, suezmax and MR tankers were in the region of$46,000, $40,000 and $30,000, respectively. As of April 1, 2025, rates for aframax, suezmax and MR tankers were in the region of $36,000, $46,000 and$25,000, respectively. The ongoing war in Ukraine and the embargo imposed by the European Union to Russian crude oil and refined petroleum products along with thecrisis in the Middle East are creating shifts in trade patterns, benefiting longer- haul routes and thus supporting tanker tonne-mile demand and tankervessel charter rates. Specifically, crude tanker dwt demand is estimated to have increased by 6.6% in 2022, 6.7% in 2023, and product tanker demand isestimated to have increased by approximately 3.1% in 2022 supported by increasing demand for oil products and is currently expected to have increasedby around 10% in 2023 as demand for oil transportation recovers further, refinery capacity in key exporting regions further expands and Russia looks foralternative markets to outsource its refined petroleum products. Year 2024 started off on a very strong note with firm tanker demand however increasedIranian exports and slightly softer Chinese oil demand contributed to the closing of West- East arbitrage for crude oil into the summer and the secondhalf of the year. Overall in 2024 demand for oil transportation was overall 0.8% higher year on year due to the increase in tonne mile distances. On thesupply side, the crude tanker trading fleet is estimated to have increased by 2.0% in 2023 while the product tanker fleet is estimated to have increased byapproximately 0.5%. For 2024 fleet growth for crude tankers was in the region of 0.3% while for product tankers fleet growth was somewhat higher inthe region of 2%. Tanker deliveries are set to pick up in 2025 and it is expected that the crude fleet will increase by 1.7% while the product tanker fleetby 6.1%. The escalating trade wars resulting from U.S. tariff announcements could result in global economic weaknesses and recession, which may result instagnation or decline in demand for crude oil and refined petroleum products, the price of which initially declined significantly due to fears of a globaleconomic slowdown, and in turn could lead to a decrease in shipments of these products and consequently this would have an adverse impact on theemployment of our tanker vessels and the charter rates that they command. Drybulk Carriers Over the course of 2022, the BDI registered a low of 965 on August 31, 2022 and a high of 3,369 on May 23, 2022. Since the start of the financialcrisis in 2008 the performance of the BDI has been characterized 81 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 84/160
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by high volatility, as the growth in the size of the drybulk fleet outpaced growth in vessel demand for an extended period of time. 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 thecorresponding 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.In 2022, the total size of the drybulk fleet in deadweight tons rose by about 2.8%, compared to a decline in tonne-mile demand of 1.8%, which resultedin a year over year drop of about 34% in the value of the BDI. According to preliminary industry estimates, the total size of the drybulk fleet is expectedto have risen by about 1.9% in 2023, compared to tonne- mile demand growth of 2.2%. Meanwhile, the war in Ukraine has amplified the volatility in thedrybulk market with the BDI ranging between 965 and 3,369 in 2022. Specifically, the BDI ranged from a low of 965 on August 31, 2022 and a high of3,369 on May 23, 2022 while it stood at 1,424 on March 10, 2023. Similarly, average handysize drybulk carrier spot rates ranged from a low of $10,833per day on December 30, 2022 and a high of $33,333 per day on March 25, 2022. As at the end of 2023 spot rates for handysize drybulk carriers stoodclose to $11,800 per day while as at the end of March 1, 2024 rates had declined to approximately $11,200 per day. In the short term, the effect of theinvasion of Ukraine has been mildly positive for the drybulk market, yet the overall longer-term effect on ton-mile demand is uncertain given thatcargoes such as grains, coal and iron ore exported previously from Ukraine and Russia will need to be substituted by cargoes from different sources.Overall, the BDI declined significantly in the second half of 2022, which was attributed in part to the easing of port congestion which positively affectedthe drybulk carrier demand in 2021 as well as to the weakening Chinese demand for drybulk commodities, a trend which was expected to continue in2023 but the Gaza war and the resulting upscaling of hostilities in Suez Canal at Gulf of Aden proved otherwise, pushing BDI to higher numbers,especially during the fourth quarter of 2023. The resultant condition of the two major Canals, Panama due to drafts and subsequent congestion and Suezbecause 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 betterthan the rest of 2023. The BDI experienced notable fluctuations throughout 2024 and into early 2025. The highest point was on November 19, 2024,when the BDI reached 1,627 points, and the lowest point was on December 10, 2024, when the BDI fell to 1,156 points, marking a 15-month low at thattime. As of April 15, 2025, the BDI stood at 1,263, having declined from 1,821 at April 1, 2024. Disruptions arising both from the Ukraine conflict andfrom recent vessel attacks in Red Sea compounded with tighter Panama Canal transit restrictions due to climate related issues, have provided support inton-mile demand as many vessels have to divert towards longer-haul routes. These factors resulting in fleet inefficiencies and support for drybulk charterrates may not continue. In addition, the continuing war in Ukraine led to increased economic uncertainty amidst fears of a more generalized military conflict or significantinflationary pressures, due to the increases in fuel and grain prices following the sanctions imposed on Russia. Whether the present dislocation in themarkets and resultant inflationary pressures will transition to a long-term inflationary environment is uncertain, and the effects of such a development oncharter rates, vessel demand and operating expenses in the sector in which we operate are uncertain. As described above, the initial effect of the invasionin Ukraine on the drybulk freight market ranged from neutral to positive, despite the short-term volatility in charter rates and increases on specific itemsof operating costs, mainly in the context of increased crew costs. If these conditions are sustained, the longer-term net impact on the drybulk freightmarket and our business would be difficult to predict. Historically, a positive relationship is registered between global inflation and drybulk vesselfreight rates, and therefore the inflationary trends have not, and we do not expect them to have, a material impact on our results of operations. However,such events may have unpredictable consequences, and contribute to instability in global economy, a decrease in supply or cause a decrease inworldwide demand for certain goods and, thus, shipping. Regarding the possible impact of supply chain disruptions that have or may emanate from themilitary conflict in Ukraine, our operations have not been affected materially and we do not expect them to be in the future. The escalating trade wars resulting from the tariffs recently imposed by the U.S., and by China and other countries in response, could result inglobal economic weaknesses and recessions, which may negatively impact demand for dryblk cargoes and in turn our drybulk carriers and the charterhire rates they are able to earn. 82 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 85/160
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See “Business—The Tanker Industry” and “Business—The Drybulk Carrier Industry.” E. Critical Accounting Estimates Please see “—Critical Accounting Estimates” above. 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 YearBecameDirector YearDirector’sCurrentTermExpires 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. Vafias has been a member of the Board of Directors and Chief Executive Officer and President of Imperial Petroleum since its inceptionon May 14, 2021. He has also been the President and Chief Executive Officer and a member of the Board of Directors of StealthGas, which is listed onthe Nasdaq Global Select Market, since its inception in December 2004 and its Chief Financial Officer since January 2014. Mr. Vafias is also the Non-Executive Chairman of C3is Inc., which has been listed on the Nasdaq Capital Market since its Spin-off from the Company in June 2023. Mr. Vafias hasbeen actively involved in the tanker and gas shipping industry since 1999. Mr. Vafias worked at Seascope, a leading ship brokering firm specializing insale and purchase of vessels and chartering of oil tankers. Mr. Vafias also worked at Braemar, a leading ship brokering firm, where he gained extensiveexperience in tanker and dry cargo chartering. Seascope and Braemar merged in 2001 to form Braemar Seascope Group plc, a public company quotedon the London Stock Exchange and one of the world’s largest ship brokering and shipping service groups. From 2000 until 2004, he worked at BraveMaritime and Stealth Maritime, companies providing comprehensive ship management services, where Mr. Vafias headed the operations and charteringdepartments of Stealth Maritime and served as manager for the sale and purchase departments of both Brave Maritime and Stealth Maritime. Mr. Vafiasgraduated from City University Business School in the City of London in 1999 with a B.A. in Management Science and from Metropolitan University in2000 with a Masters degree in Shipping, Trade and Transport. John Kostoyannis has been a member of our Board of Directors since November 2021. He has also been a member of the Board of Directors ofStealthGas since 2010. Mr. Kostoyannis is a Managing Director at Allied Shipbroking Inc., a leading shipbroking house in Greece, providing Sale andPurchase and Chartering services in the shipping industry. Before joining Allied Shipbroking, from 1991 until September 2001, Mr. Kostoyannis workedin several prominent shipbroking houses in London and Piraeus. He is a member of the Hellenic Shipbrokers Association. Mr. Kostoyannis graduatedfrom the City of London Polytechnic in 1988 where he studied Shipping and Economics. He is a director of C3is Inc., which is listed on the NasdaqCapital Market. George Xiradakis has been a member of our Board of Directors since November 2021. Mr. Xiradakis is the founder and Managing Director ofXRTC Business Consultants Ltd. (“XRTC”) (January 1999). The company was established in order to represent financial institutions in the Greekterritory and initially acted as the 83 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 86/160
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exclusive Shipping Representative of Credit Lyonnais Group in Greece. XRTC expanded its scope as Financial and Advisor Consultant for GreekShipping, offering its services in national and International Institutions and Organizations. From February 2005 to 2008, XRTC acted as shippingfinance consultant of the French banking group NATIXIS. He is also the General Secretary of the Association of Banking and Financial Executives ofHellenic Shipping, Vice President of China Hellenic Chamber (HCCI), Vice President (International and Financial Relations) of the China-GreeceAssociation. 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 InternationalPropeller Club of the United States. He is now Emeritus President of International Propeller Club, Port of Piraeus, Emeritus Member of The PiraeusChamber of Commerce & Industry, Member of the Mediterranean Committee of China Classification Society, Piraeus Marine Club, Hellenic MaritimeMuseum and Hellas Liberty Floating Museum. He is currently a director of C3is Inc., which is listed on the Nasdaq Capital Market, and has also been aBoard 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 financeofficer of StealthGas since 2015. Prior to this, Ms. Sakellari was employed for seven years with Piraeus Bank where she held positions in both its creditdepartments (corporate and project finance) and in its private equity investment arm. Ms. Sakellari holds a Bachelor Degree in Management Sciencesfrom the London School of Economics and a Masters Degree in finance from SDA Bocconi. Our President and Chief Executive Officer Harry Vafias, and the other individuals providing services to us or our subsidiaries may face a conflictregarding the allocation of their time between our business and the other business interests of StealthGas or its affiliates. The amount of time our officersand such other individuals providing services to us will allocate between our business and the business of StealthGas and its affiliates will vary fromtime to time depending on various circumstances and needs of the businesses, such as the level of strategic activity of each business. While there will beno formal requirements or guidelines for the allocation of time spent between our business and the other businesses they are involved in, theperformance of their duties will be subject to the ongoing oversight of our board of directors. B. Compensation of Directors and Senior Management Our Chief Executive Officer who also serves as a Board Director will not receive additional compensation for his service as a director. Eachindependent director receives annualized fees of $25,000 plus reimbursement of their out-of-pocket expenses incurred in attending meetings of ourBoard of Directors or any committee of our Board of Directors. We have no direct employees. The services of our Chief Executive Officer and Interim Chief Financial Officer are provided under themanagement agreement with Stealth Maritime. Stealth Maritime compensates each of these individuals for their services, in amounts approved by ourCompensation Committee and Board of Directors, and we, in turn, reimburse Stealth Maritime for their compensation. The aggregate cash compensationto 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 beapproximately $0.4 million in 2025. Our executive officers and directors are also eligible to receive awards under our equity compensation plan described below under “—EquityCompensation Plan.” We recognized non-cash stock-based compensation expense of $0.12 million in 2022, $2.4 million in 2023 and $3.4 million in2024, and had unrecognized non-cash stock-based compensation expense of $1.4 million as of December 31, 2024, which we expect to recognize over aweighted average period of 0.9 years. Of these amounts of recognized non-cash stock-based compensation expense, $0.1 million in 2022, $1.8 million in2023, $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, $0.1million in 2024 related to restricted share or option awards to our directors. We have no service contracts with any of our directors that provide for benefits upon termination of employment. 84 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 87/160
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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 than15, by a vote of a majority of the entire board. Each director shall be elected to serve until the third succeeding annual meeting of stockholders and untilhis or her successor shall have been duly elected and qualified, except in the event of death, resignation or removal. A vacancy on the board created bydeath, 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 electionof 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 aquorum, at any special meeting called for that purpose or at any regular meeting of the board of directors. The current term of our Class I directorexpires in 2027, the term of our Class II director expires in 2026 and the term of our Class III director expires in 2025. Corporate Governance Our Board of Directors and our Company’s management reviews our corporate governance practices in order to oversee our compliance with theapplicable corporate governance rules of the Nasdaq Stock Market and the SEC. We have adopted a number of key documents that are the foundation of our corporate governance, including: • a Code of Business Conduct and Ethics; • a Nominating and Corporate Governance Committee Charter; • a Compensation Committee Charter; and • an Audit Committee Charter. We will provide a paper copy of any of these documents upon the written request of a stockholder. Stockholders may direct their requests to theattention of Investor Relations, c/o Harry Vafias, Imperial Petroleum Inc., 331 Kifissias Avenue, Erithrea 14561 Athens, Greece. These documents arealso available on our website at www.imperialpetro.com under the heading “Corporate Governance.” To promote open discussion among the independent directors, our independent directors will meet in regularly scheduled executive sessionswithout participation of our Company’s management. Stockholders who wish to send communications on any topic to the Board of Directors or to theindependent directors may do so by writing to Imperial Petroleum Inc., 331 Kifissias Avenue, Erithrea 14561 Athens, Greece. We are a “foreign private issuer” under the securities laws of the United States and the rules of the Nasdaq Capital Market. Under the securitieslaws of the United States, “foreign private issuers” are subject to different disclosure requirements than U.S. domiciled registrants, as well as differentfinancial reporting requirements. Under the Nasdaq Capital Market rules, a “foreign private issuer” is subject to less stringent corporate governancerequirements. Subject to certain exceptions, the rules of the Nasdaq Capital Market permit a “foreign private issuer” to follow its home country practicein lieu of the listing requirements of the Nasdaq Capital Market. As permitted by these exemptions, as well as by our bylaws and the laws of theMarshall Islands, we currently intend to have an audit committee composed solely of two independent committee members, whereas a domestic U.S.public company would be required to have three such independent members. In addition, in lieu of obtaining stockholder approval prior to certainissuances of designated securities, the Company will comply with provisions of the Marshall Islands Business Corporations Act, providing that theBoard of Directors approves share issuances. Committees of the Board of Directors The Board of Directors has established an Audit Committee, a Nominating and Corporate Governance Committee and a CompensationCommittee. The members of the Audit Committee are George Xiradakis 85 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 88/160
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(Chairman), and John Kostoyannis. The members of the Nominating and Corporate Governance Committee are John Kostoyannis (Chairman) andGeorge Xiradakis. The members of the Compensation Committee are George Xiradakis (Chairman) and John Kostoyannis. Each of the directors on theAudit 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. The Board has determined that themembers of the Audit Committee meet the applicable independence requirements of the SEC and the Nasdaq Stock Market, that all members of theAudit Committee fulfill the requirement of being financially literate and that George Xiradakis is an Audit Committee financial expert as defined undercurrent SEC regulations. The Audit Committee is appointed by the Board and is responsible for, among other matters overseeing the: • integrity of the Company’s financial statements, including its system of internal controls; • Company’s compliance with legal and regulatory requirements; • independent auditor’s qualifications and independence; • retention, setting of compensation for, termination and evaluation of the activities of the Company’s independent auditors, subject toany required stockholder approval; and • performance of the Company’s independent audit function and independent auditors, Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee is appointed by the Board and is responsible for, among other matters: • reviewing the Board structure, size and composition and making recommendations to the Board with regard to any adjustments thatare deemed necessary; • identifying candidates for the approval of the Board to fill Board vacancies as and when they arise as well as developing plans forsuccession, in particular, of the chairman and executive officers; • overseeing the Board’s annual evaluation of its own performance and the performance of other Board committees; • retaining, setting compensation and retentions terms for and terminating any search firm to be used to identify candidates; and • developing and recommending to the Board for adoption a set of Corporate Governance Guidelines applicable to the Company andto periodically review the same. 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 anyplan or program and adjust compensation arrangements as appropriate based on performance; • reviewing and monitoring management development and succession plans and activities; 86 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 89/160
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• 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 theCompensation 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. 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. Our manager employs and provides us with the services of our Chief Executive Officer, Interim Chief FinancialOfficer and any other management executives the Company may require. In each case their services are provided under the management agreement withStealth Maritime. Stealth Maritime compensates each of these individuals for their services and we, in turn, reimburse Stealth Maritime for theircompensation. For our compensation expenses, pursuant to our management agreement, we reimburse Stealth Maritime for its payment of thecompensation of our Chief Executive Officer and Interim Chief Financial Officer as described above. 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 notdirectly 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 aredisclosed in “Item 7. Major Stockholders and Related Party Transactions” below. Equity Compensation Plan We have an equity compensation plan, the 2024 Equity Compensation Plan, which was adopted in April 2024 and is administered by our Board ofDirectors which can make awards totaling in aggregate up to 10% of the number of shares of common stock outstanding at the time any award isgranted. Officers, directors and employees (including any prospective officer or employee) of the Company and its subsidiaries and affiliates andconsultants and service providers to (including persons who are employed by or provide services to any entity that is itself a consultant or serviceprovider to) the Company and its subsidiaries and affiliates will be eligible to receive awards under the equity incentive plan. Awards may be madeunder the expected equity compensation plan in the form of incentive stock options, non-qualified stock options, stock appreciation rights, dividendequivalent rights, restricted stock, unrestricted stock, restricted stock units and performance shares. The 2024 Equity Plan replaced the 2021 Equity Plan, under which we will not grant any additional awards. In 2022, 2023 and 2024, we granted anaggregate of 2,944,290 awards under the 2021 Equity Plan. This include grants of restricted shares to our Chief Executive Officer, in an aggregateamount of 1,568,026 shares, Interim Chief Financial Officer, our independent directors and employees of our manager providing services to us,including 247,286 restricted shares to Nikolas Vafias, the senior executive of our manager and father of our Chief Executive Officer. This also includesoptions to purchase 593,750, 25,000 and 12,500 shares of common stock granted to our Chief Executive Officer, Directors of our Board and InterimChief Financial Officer, respectively, 87 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 90/160
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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 vestedon 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 grantedto 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 veston April 12, 2026. Under the 2024 Equity Plan, on January 8, 2025 we have granted an aggregate of 391,600 restricted shares and options to acquire312,500 shares of common stock, including grants to our Chief Executive Officer of 281,250 restricted shares, 50% of which vest on January 8, 2026and 50% of which vest on January 8, 2027, subject to satisfaction of the time-based vesting terms, and options exercisable for 234,375 shares ofcommon 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. Major Stockholders and Related Party Transactions A. 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. The table also includes information regarding the beneficial ownership of our outstanding Series A Preferred Stock by each of directors andexecutive officers individually and as a group. Beneficial ownership is determined in accordance with the rules of the SEC. In general, a person who has or shares voting power and/or dispositive power with respect to securities is treated as a beneficial owner of thosesecurities. It does not necessarily imply that the named person has the economic or other benefits of ownership. For purposes of this table, shares subjectto options, warrants or rights currently exercisable or exercisable within 60 days of April 15, 2025 are considered as beneficially owned by the personholding such options, warrants or rights. The applicable percentage of ownership for each stockholder is based on 38,667,118 issued and 34,415,235outstanding shares of Common Stock and 795,878 8.75% Series A Cumulative Redeemable Perpetual Preferred Shares issued and outstanding as ofApril 15, 2025. 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 topurchase 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 commonstock 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 pershare, 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 commonstock 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 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 91/160
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Information for certain holders is based on their latest filings with the Securities and Exchange Commission or information delivered to us. All ofour stockholders, including the stockholders listed in this table, are entitled to one vote for each share of common stock held. Series A Preferred Stockgenerally have no voting rights, other than in very limited circumstances. See “Item 10. Additional Information—Authorized Capital—Description ofSeries A Preferred Stock.” Common StockBeneficially Owned Series A PreferredStock BeneficiallyOwned 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. 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%.(1) According to Amendment No. 8 to Schedule 13D jointly filed with the SEC on April 8, 2025 by Flawless Management Inc., Arethusa PropertiesLTD and Harry N. Vafias, Harry N. Vafias has sole voting power and sole dispositive power with respect to the shares owned by FlawlessManagement Inc., Arethusa Properties LTD and Harry N. Vafias.(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 veston 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 ofthe 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. Excludes options exercisable to acquire (i) 296,875 shares of Common Stock at an exerciseprice 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 ofCommon 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 whichoptions vest on January 8, 2027, subject to satisfaction of the time-based vesting terms. Harry N. Vafias also holds 16,000 shares of Series BPreferred Stock, each of which entitles the holder hereof to 25,000 votes per share on all matters submitted to a vote of the shareholders of theCompany, provided however, that no holder of Series B preferred shares may exercise voting rights pursuant to Series B preferred shares thatwould result in the aggregate voting power of any beneficial owner of such shares and its affiliates (whether pursuant to ownership of Series Bpreferred shares, common shares or otherwise) to exceed 49.99% of the total number of votes eligible to be cast on any matter submitted to a voteof shareholders of the Company. 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. Six of the common stockholders of record were located in the United States and held inthe aggregate 24,610,598 shares of common stock representing approximately 71.5% of our outstanding shares of common stock. However, the sevenUnited States stockholders of record include CEDEFAST, which, as nominee for The Depository Trust Company, is the record holder of 24,605,679shares of common stock. Accordingly, we believe that the shares held by CEDEFAST include shares of common stock beneficially owned by bothholders in the United States and non-United States beneficial owners. As a result, these numbers may not accurately represent the number of 89 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 92/160
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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 ofcontrol of the Company. B. Related Party Transactions Pursuant to our Audit Committee Charter, our Audit Committee is responsible for establishing procedures for the approval of all related partytransactions involving executive officers and directors. Our Code of Business Conduct and Ethics requires our Audit Committee to review and approveany “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 FlawlessManagement Inc., our largest stockholder. He is also the son of the principal and founder of Brave Maritime, an affiliate of Stealth Maritime, which isour management company. Stealth Maritime may subcontract the technical management of some of our vessels to Brave Maritime in the future. Management and Other Fees In connection with the 2021 Spin-Off, we entered into a management agreement with Stealth Maritime, pursuant to which Stealth Maritimeprovides us with technical, administrative, commercial and certain other services, on substantially the same terms, including the same fee levels, asStealth Maritime provided these services to the vessel-owning subsidiaries of StealthGas contributed to us in connection with the 2021 Spin-Off. Inrelation to the technical services, Stealth Maritime is responsible for arranging for the crewing of the vessels, the day to day operations, inspections andvetting, supplies, maintenance, repairs, bunkering drydocking and insurance. 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. In providing most of these services, Stealth Maritime pays third parties and receives reimbursement from us.Under the management agreement Stealth Maritime subcontracts certain of its obligations. For our drybulk vessels, Stealth Maritime subcontracts theseservices 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 byStealth Maritime to an affiliated ship-management company, Hellenic Manning Overseas Inc. (formerly known as Navis Maritime Services Inc.), whichis 25% owned by an affiliate of Stealth Maritime. The Company pays to Stealth Maritime a fixed monthly fee of $2,500 per vessel for these crewmanagement services, all of which fees are passed on to Hellenic Manning Overseas Inc. For the years ended December 31, 2022, 2023 and 2024, thesecrew management fees were, $0.14 million, $0.3 million and $0.3 million, respectively. As of April 15, 2025, all of our vessels were being manned byHellenic Manning Overseas Inc., while for our Aframax tanker sold in July 2023 and for one of our product tankers, crewing services were provided byBernard Shulte Management up until April 2023 and February 2023 respectively with a lumpsum monthly fee of $0.1 million. We are not responsiblefor crewing any vessels deployed on bareboat charters. In the years ended December 31, 2022, 2023 and 2024, Stealth Maritime received a fixed management fee of $440 per vessel per day operatingunder 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 thevessels in our fleet. In addition, our manager arranges for supervision onboard the vessels, when required, by superintendent engineers and when suchvisits exceed a period of five days in a twelve-month period we are charged $500 for each additional day. We pay our manager, Stealth Maritime, a feeequal to 1.25% of the gross freight, demurrage and charter hire collected from the employment of our vessels. Stealth Maritime also receives a fee equalto 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 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 93/160
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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. 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 toonboard supervision which were included in our operating expenses – related party. For the years ended December 31, 2022, 2023 and 2024, totalbrokerage commissions of 1.25% amounted to $1.2 million, $2.3 million and $1.9 million, respectively, and in each period were included in voyageexpenses – related party. For the years ended December 31, 2022, 2023 and 2024, commissions on vessels purchased/sold were $1.2 million, $0.8million and $1.3 million. We also reimburse Stealth Maritime for its payment for services related to our executive officers. Additional vessels that we may acquire in the future may be managed by Stealth Maritime or other unaffiliated management companies. Under the management agreement we have agreed to keep Stealth Maritime and its employees, agents and sub-contractors indemnified and tohold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against themor incurred or suffered by them arising out of or in connection with the performance of the management agreement and against and in respect of allcosts, loss, damages, and expenses, which they may suffer or incur, during the course of the performance of the management agreement. The initial term of our management agreement with Stealth Maritime will expire on December 31, 2025 and will be extended on a year-to-yearbasis thereafter unless six-month written notice of termination is provided by either party prior to the expiration of the term. Stealth Maritime may terminate the management agreement prior to the end of its term if any money payable by us is not paid within 30 daysfollowing demand by Stealth Maritime. The management agreement will also terminate (1) upon an order being made or resolution passed for thewinding up, dissolution, liquidation or bankruptcy of us or Stealth Maritime (otherwise than for the purpose of reconstruction or amalgamation) or if areceiver is appointed, or if we or Stealth Maritime suspends payment, ceases to carry on business, or makes any special arrangement or compositionwith 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 orcompromised or arranged total loss or are requisitioned. 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 thelease rate was €5,000 per month until January 1, 2024, when the lease term ended. The lease rate for 2024 was €72,000 per year as per renewed contracteffective from January 1, 2024 through January 1, 2026, which lease may be terminated by tenant upon eight weeks’ notice to landlord. 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 affiliatedwith 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. The transaction was approved by the Company’s audit committee comprised of independent directors. On July 7, 2022, we entered into agreements to acquire two handysize drybulk carriers from entities affiliated with the family of our ChiefExecutive Officer for an aggregate purchase price of $39.0 million, which were delivered to us in the second half of 2022. The transaction was approvedby the Company’s audit committee comprised of independent directors. 91 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 94/160
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On February 14, 2023, we entered into agreements to acquire two handysize drybulk carriers from entities affiliated with our Chief ExecutiveOfficer for aggregate cash consideration of $25.5 million and 13,875 shares of Series C Cumulative Convertible Perpetual Preferred Stock. Delivery ofthe vessels on a charter-free basis, and closing of the transactions, occurred in March 2023. The Series C Convertible Preferred Stock had a dividend rateof 5.00% per annum per $1,000 liquidation preference per share, which is payable in cash or additional shares of Series C Convertible Preferred Stock atour election, and was convertible, at the holder’s option, after the six-month anniversary of issuance into shares of our common stock at a conversionprice equal to the lower of $7.50 and the ten-day volume weighted average price of the common stock. The transaction was approved by a committeecomprised of independent directors, which received a fairness opinion from an independent financial advisor in connection with the issuance of theSeries C Convertible Preferred Stock in the transaction. On December 21, 2023, all 13,875 shares of our Series Convertible Preferred Stock wereconverted by the holder, Flawless Management Inc., into 6,932,043 shares of our Common Stock. On September 5, 2023, we entered into an agreement with entities affiliated with the Vafias family to acquire two tanker vessels, the aframaxtanker Gstaad Grace II (ex. Stealth Haralambos), built in 2009 and the product tanker Aquadisiac built in 2008, with an aggregate capacity ofapproximately 164,000 dwt. The aggregate purchase price for these acquisitions is $71 million. Both vessels were delivered to us on a charter-free basisin February 2024. The transaction was approved by the Company’s audit committee comprised of independent directors. On May 17, 2024, we entered into an agreement with entities affiliated with the family of our Chief Executive Officer to acquire the handysizedrybulk 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. In August 2024, we took delivery of the handysize drybulk carrier Neptulus. The product tanker CleanImperial was delivered on a charter-free basis in the first quarter of 2025. The transaction was approved by the Company’s audit committee comprisedof independent directors. Pursuant to the terms of the purchase agreements the Company has the right to pay for the purchase price for the vessels up toone year after the date of the purchase agreement. These vessels were paid in full on April 22, 2025. On September 20, 2024, we entered into agreements to acquire seven Japanese built drybulk carriers (5 supramaxes and 2 kamsarmaxes) for anaggregate purchase price of $129 million, from entities affiliated with Brave Maritime Corp Inc. One of the vessels as delivered to us on April 26, 2025and the remaining six vessels are expected to be delivered to us within the second quarter of 2025. Brave Maritime is affiliated with members of theVafias family. The transaction was approved by the Company’s audit committee comprised of independent directors. Pursuant to the terms of thepurchase 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. 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 aninterest through Series A Convertible Preferred Stock, for $43,000,000. The vessel was delivered to her new owners in July 2023. Payment of 10% ofthe 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 tookplace on July 14, 2023. The remaining balance bore interest at an implicit rate of 8.1% per annum and was paid in July 2024. 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, parvalue $0.01 per share, to our Chairman and Chief Executive Officer, Harry Vafias, in return for cash consideration of $200,000. The issuance of theSeries B Preferred Stock was approved by an independent committee of the Board of Directors of the Company, which received a fairness 92 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 95/160
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opinion from an independent financial advisor that the transaction was fair from a financial point of view to the Company. See “Item 10. AdditionalInformation A. 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. Imperial Petroleum stockholders and warrantholders received oneC3is common share for every eight shares of Imperial Petroleum’s common stock owned, or in the case of holders of Imperial Petroleum’s outstandingWarrants that they have the right to purchase pursuant to Warrants owned, at the close of business on June 13, 2023. 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 currentlyconvertible into common stock of C3is Inc., at a conversion price of $3.0391 per share. C. Interest of Experts and Counsel Not applicable. Item 8. Financial Information See “Item 18. Financial Statements” below. Significant Changes. Other than as described in Note 17 “Subsequent Events” to our consolidated financial statements included in this AnnualReport, no significant change has occurred since the date of such consolidated financial statements. Legal Proceedings. To our knowledge we are not currently a party to any material lawsuit that, if adversely determined, would have a materialeffect on our financial position, results of operations or liquidity. From time to time in the future we may be subject to legal proceedings and claims inthe ordinary course of business, principally personal injury and property casualty claims. Those claims, even if lacking merit, could result in theexpenditure of significant financial and managerial resources. We have not been involved in any legal proceedings which may have, or have had amaterial effect on our financial position, results of operations or liquidity, nor are we aware of any proceedings that are pending or threatened which mayhave a significant effect on our financial position, results of operations or liquidity. See Note 16 “Commitments and Contingencies” to our consolidatedfinancial statements included elsewhere in this Annual Report. Dividend Policy. We currently intend to retain our future earnings, if any, to fund the development and growth of our business. Our board ofdirectors will, however, evaluate our dividend policy consistent with our cash flows and liquidity requirements and we may consider paying dividendson our common stock depending on future performance of our business and financial condition. Declaration and payment of any future dividend issubject to the discretion of our Board of Directors. The timing and amount of dividend payments will be dependent upon our earnings, financialcondition, cash requirements and availability, restrictions in our loan agreements, or other financing arrangements, the provisions of Marshall Islandslaw affecting the payment of distributions to stockholders and other factors, and will be subject to the priority of our Series A Preferred Stock, which, asdescribed elsewhere in this report, earn dividends at a dividend rate of 8.75% per annum per $25.00 of liquidation preference per share. Because we area holding company with no material assets other than the stock of our subsidiaries, our ability to pay dividends will depend on the earnings and cashflow of our subsidiaries and their ability to pay dividends to us. Marshall Islands law generally prohibits the payment of dividends other than fromsurplus or while a company is insolvent or would be rendered insolvent upon the payment thereof. 93 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 96/160
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Item 9. The Offer and Listing Trading on the Nasdaq Stock Market Following the 2021 Spin-Off, regular way trading in our common stock and Series A Preferred Stock began on the Nasdaq Capital Market onDecember 6, 2021, under the symbols “IMPP” and “IMPPP”, respectively. Item 10. Additional Information A. Share Capital Authorized Capitalization Under our amended and restated articles of incorporation, our authorized capital stock consists of 2,000,000,000 shares of common stock, parvalue $0.01 per share, and 200,000,000 shares of preferred stock, par value $0.01 per share. All of our shares of stock are in registered form. As ofApril 15, 2025, the Company had 38,667,118 shares of common stock issued and 34,415,235 shares of common stock outstanding, 795,878 shares of8.75% Series A Cumulative Redeemable Perpetual Preferred Stock and 16,000 shares of Series B Preferred Stock issued and outstanding, as well asClass 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 786,800shares 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 exerciseprice 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 Warrantsto 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 sharesof 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 sharesof common stock at an exercise price of $10.3125 per share. Common Stock Under our amended and restated articles of incorporation, we are authorized to issue up to 2,000,000,000 shares of common stock, par value $0.01per share, of which there were 38,275,518 shares issued and 34,023,635 shares outstanding as of December 31, 2024 and 34,415,235 shares outstandingas of April 15, 2025. As of April 15, 2025, we also had outstanding Class A Warrants to purchase up to 2,867 shares of common stock at an exerciseprice 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 CWarrants 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 sharesof 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 ofcommon 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. Each outstanding share of common stock is entitled to one vote, either in person or by proxy, on all matters that may be voted upon by theirholders at meetings of the stockholders. Holders of our common stock (i) have equal ratable rights to dividends from funds legally available therefore, ifdeclared by the Board of Directors; (ii) are entitled to share ratably in all of our assets available for distribution upon liquidation, dissolution or windingup; and (iii) do not have preemptive, subscription or conversion rights or redemption or sinking fund provisions. All issued common stock when issuedwill be fully paid for and non-assessable. Dividends. We currently intend to retain our future earnings, if any, to fund the development and growth of our business. Our board of directorswill, however, evaluate our dividend policy consistent with our cash flows and liquidity requirements and we may consider paying dividends on ourcommon stock depending on future performance of our business and financial condition. Declaration and payment of any future dividend is subject tothe discretion of our Board of Directors. The timing and amount of dividend payments will be dependent upon our earnings, financial condition, cashrequirements and availability, restrictions in our loan agreements, or other 94 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 97/160
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financing arrangements, the provisions of Marshall Islands law affecting the payment of distributions to stockholders and other factors, and will besubject to the priority of our Series A Preferred Stock, which, as described elsewhere in this report, earn dividends at a dividend rate of 8.75% per annumper $25.00 of liquidation preference per share. Because we are a holding company with no material assets other than the stock of our subsidiaries, ourability to pay dividends will depend on the earnings and cash flow of our subsidiaries and their ability to pay dividends to us. Marshall Islands lawgenerally prohibits the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent upon the paymentthereof. Warrants General. As of April 15, 2025, we 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 topurchase 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 commonstock 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 pershare 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 commonstock 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. The following summary of certain terms and provisions of the Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants and ClassE Warrants is not complete and is subject to, and qualified in its entirety by the provisions of the forms of Class A Warrants, Class B Warrants, Class CWarrants, Class D Warrants and Class E Warrants, respectively, which are each filed as an exhibit to this Annual Report. Exercisability. The Class A Warrants are exercisable at any time after their original issuance, of February 2, 2022, up to the date that is five yearsafter their original issuance (February 2, 2027). The Class B Warrants are exercisable at any time after their original issuance, of March 23, 2022, up tothe date that is five years after their original issuance (March 23, 2027). The Class C Warrants are exercisable at any time after their original issuance, ofMay 19, 2022, up to the date that is five years after their original issuance (May 19, 2027). The Class D Warrants are exercisable at any time after theiroriginal issuance, of June 15, 2022, up to the date that is five years after their original issuance (June 15, 2027). The Class E Warrants are exercisable atany time after their original issuance, of August 15, 2023, up to the date that is five years after their original issuance (August 15, 2028). The Class AWarrants, Class B Warrants, Class C Warrants, Class D Warrants and Class E Warrants are exercisable, at the option of each holder, in whole or in partby delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the common stock underlying theClass A Warrants, Class B Warrants, Class C Warrants, Class D Warrants or Class E Warrants under the Securities Act is effective and available for theissuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full inimmediately available funds for the number of shares of common stock purchased upon such exercise. If a registration statement registering the issuanceof the common stock underlying the Class A Warrants, Class B Warrants, Class C Warrants, Class E Warrants, or the resale of the common stockunderlying the Class D Warrants, under the Securities Act is not effective or available and, in the case of the Class A Warrants, Class B Warrants, ClassC Warrants and Class E Warrants, an exemption from registration under the Securities Act is not available for the issuance of such shares, the holdermay, in its sole discretion, elect to exercise the Class A Warrant, Class B Warrants, Class C Warrants, Class D Warrants or Class E Warrants through acashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to theformula set forth in the Class A Warrant, Class B Warrants, Class C Warrants, Class D Warrants or Class E Warrants. No fractional shares of commonstock will be issued in connection with the exercise of a Class A Warrant, Class B Warrant, Class C Warrant, Class D Warrant or Class E Warrants. Inlieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price. 95 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 98/160
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Exercise Limitation. A holder will not have the right to exercise any portion of the Class A Warrants, Class B Warrants, Class C Warrants, Class DWarrants or Class E Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, upon election by a holder prior tothe issuance of any Class A warrants, Class B Warrants, Class C Warrants, Class D Warrants and Class E Warrants, 9.99%) of the number of shares ofour common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the termsof the warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, upon at least 61 days’prior notice from the holder to us with respect to any increase in such percentage. Exercise Price. The exercise price per whole share of common stock purchasable upon exercise of the Class A Warrants is $18.75 per share, uponexercise of the Class B Warrants is $24.00 per share, upon exercise of the Class C Warrants is $8.25 per share, upon exercise of the Class D Warrants is$12.00 per share and upon exercise of the Class E Warrants is $2.00 per share. The exercise price and number of shares of common stock issuable uponexercise will adjust in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affectingour common stock. Transferability. Subject to applicable laws, the Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants and Class E Warrants maybe offered for sale, sold, transferred or assigned without our consent. Exchange Listing. We do not intend to apply for the listing of the Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants orClass E Warrants on any stock exchange. Without an active trading market, the liquidity of the Class A Warrants, Class B Warrants, Class C Warrants,Class D Warrants and Class E Warrants will be limited. Rights as a Stockholder. Except as otherwise provided in the Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants or Class EWarrants or by virtue of such holder’s ownership of our common stock, the holder of a Class A Warrant, Class B Warrant, Class C Warrants, Class DWarrants or Class E Warrants does not have the rights or privileges of a holder of our common stock, including any voting rights, until the holderexercises the warrant. Fundamental Transactions. In the event of a fundamental transaction, as described in the Class A Warrants, Class B Warrants, Class C Warrants,Class D Warrants and Class E Warrants and generally including, with certain exceptions, any reorganization, recapitalization or reclassification of ourcommon stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or intoanother person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of 50% ofthe voting power represented by our outstanding common stock, the holders of the Class A Warrants, Class B Warrants, Class C Warrants, Class DWarrants and Class E Warrants will be entitled to receive upon exercise of the warrants the kind and amount of securities, cash or other property that theholders would have received had they exercised the warrants immediately prior to such fundamental transaction. Additionally, as more fully described inthe Class A Warrant, Class B Warrant, Class C Warrants, Class D Warrants and Class E Warrants, as applicable, in the event of certain fundamentaltransactions, the holders of the Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants and Class E Warrants will be entitled to receiveconsideration in an amount equal to the Black Scholes value of the Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants or Class EWarrants, respectively, on the date of consummation of such transaction. Governing Law. The Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants and Class E Warrants and related warrant agencyagreement, as applicable, are governed by New York law. Underwriter’s Warrants. The February 2022 Representative’s Purchase Warrants, issued to the representative of the underwriters of our February2022 underwritten public offering, have substantially similar 96 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 99/160
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terms as the Class A Warrants other than that they will be exercisable for up to an aggregate of 36,800 shares of common stock at any time, and fromtime to time, in whole or in part, during the period commencing July 31, 2022 and expiring January 31, 2027 at an exercise price of $20.625 per share.These warrants are governed by New York law. The March 2022 Representative’s Purchase Warrants, issued to the representative of the underwriters of our March 2022 underwritten publicoffering, have substantially similar terms as the Class B Warrants other than that they will be exercisable for up to an aggregate of 115,000 shares ofcommon stock, at any time, and from time to time, in whole or in part, during the period commencing September 18, 2022 and expiring March 18, 2027at an exercise price of $30.00 per share. These warrants are governed by New York law. The May 2022 Representative’s Purchase Warrants, issued to the representative of the underwriters of our May 2022 underwritten public offering,have substantially similar terms as the Class C Warrants other than that they will be exercisable for up to an aggregate of 139,394 shares of commonstock, at any time, and from time to time, in whole or in part, during the period commencing November 12, 2022 and expiring May 16, 2027 at anexercise price of $10.3125 per share. These warrants are governed by New York law. Preferred Stock Under our amended and restated articles of incorporation, we are authorized to issue up to 200,000,000 shares of preferred stock, par value $0.01per share, of which 800,000 shares have been designated as Series A Preferred Stock, of which 795,878 shares of Series A Preferred Stock areoutstanding as of December 31, 2024 and April 15, 2025; 16,000 shares have been designated as Series B Preferred Stock, all of which were outstandingas of December 31, 2024 and April 15, 2025. The undesignated authorized preferred stock may be issued in one or more series and our Board ofDirectors, without further approval from our stockholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemptionrights, liquidation preferences and other rights and restrictions relating to any series. Issuances of preferred stock, while providing flexibility inconnection with possible financings, acquisitions and other corporate purposes, could, among other things, adversely affect the relative voting power ofthe holders of our common stock. See “Description of Series A Preferred Stock” and “Description of Series B Preferred Stock” below. Transfer Agent and Registrar Equiniti Trust Company, LLC is the transfer agent and registrar for Imperial Petroleum common stock and Series A Preferred Stock, and thewarrant agent for the Class A, B and C Warrants. Listing Our common stock is listed on the Nasdaq Capital Market under the symbol “IMPP.” Our Series A Preferred Stock is listed on the Nasdaq CapitalMarket under the symbol “IMPPP.” Description of Series A Preferred Stock The following description of the Series A Preferred Stock does not purport to be complete and is subject to, and qualified in its entirety byreference to the Statement of Designations designating the Series A Preferred Stock (the “Statement of Designations”) and setting forth the rights,preferences and limitations of the Series A Preferred Stock. A copy of the Statement of Designations is filed as an exhibit to this Annual Report.References to “Imperial Petroleum Inc.,” “we,” “our” and “us” refer specifically to Imperial Petroleum Inc. General As of December 31, 2024 and April 15, 2025, there were 800,000 Series A Preferred Stock authorized, and 795,878 Series A Preferred Stockissued and outstanding. We may, without notice to or consent of the holders of 97 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 100/160
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the then-outstanding Series A Preferred Stock, authorize and issue additional Series A Preferred Stock as well as Parity Securities and Junior Securitiesand, subject to the further limitations described under “—Voting Rights”, Senior Securities. The holders of our common stock are entitled to receive dividends out of assets legally available for that purpose at times and in amounts as ourboard of directors may from time to time determine. Upon the occurrence of a liquidation, dissolution or winding up the holders of common stock wouldbe entitled to share ratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities and payment tothe holders of shares of any class or series of capital stock (including the Series A Preferred Stock) having preferential rights to receive distributions ofour assets. The Series A Preferred Stock entitle the holders thereof to receive cumulative cash dividends when, as and if declared by our board of directorsout of legally available funds for such purpose. Each share of Series A Preferred Stock have a fixed liquidation preference of $25.00 per share plus anamount equal to accumulated and unpaid dividends thereon to the date fixed for payment, whether or not declared. Please read “—Liquidation Rights.” The Series A Preferred Stock represents perpetual equity interests in us and, unlike any potential indebtedness we may incur in the future, will notgive rise to a claim for payment of a principal amount at a particular date. As such, the Series A Preferred Stock ranks junior to any future indebtednessand other liabilities with respect to assets available to satisfy claims against us. All the Series A Preferred Stock are represented by a single certificate issued to the Securities Depository (as defined below) and registered in thename of its nominee and, so long as a Securities Depository has been appointed and is serving, no person acquiring Series A Preferred Stock will beentitled to receive a certificate representing such shares unless applicable law otherwise requires or the Securities Depository resigns or is no longereligible to act as such and a successor is not appointed. Please read “—Book-Entry System.” The Series A Preferred Stock are not convertible into common stock or other of our securities and will not have exchange rights or be entitled orsubject to any preemptive or similar rights. The Series A Preferred Stock will not be subject to mandatory redemption or to any sinking fundrequirements. The Series A Preferred Stock will be subject to redemption, in whole or from time to time in part, at our option commencing onSeptember 30, 2022. Please read “—Redemption.” Ranking The Series A Preferred Stock, with respect to dividend distributions and distributions upon the liquidation, winding-up and dissolution of ouraffairs, rank: • senior to all classes of our common stock, and to each other class or series of stock established after the initial issue date of theSeries A Preferred Stock by our board of directors, the terms of which class or series do not expressly provide that it is made seniorto or on parity with the Series A Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution orwinding-up of our affairs, whether voluntary or involuntary (collectively, the “Junior Securities”); • on a parity with any class or series of stock established after the initial issue date of the Series A Preferred Stock by our board ofdirectors, the terms of which class or series are not expressly subordinated or senior to the Series A Preferred Stock as to dividenddistributions and distributions upon the liquidation, dissolution or winding-up of our affairs, whether voluntary or involuntary(collectively, the “Parity Securities”); and • junior to (i) any future indebtedness and other liabilities with respect to assets available to satisfy claims against us, and (ii) eachclass or series of capital stock expressly made senior to the Series 98 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 101/160
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A Preferred Stock as to the payment of dividends and amounts payable upon liquidation, dissolution or winding up, whethervoluntary or involuntary (such shares described in this clause (ii), the “Senior Securities”). Under the Statement of Designations, we may issue Junior Securities and, so long as cumulative dividends on the Series A Preferred Stock are notin arrears, Parity Securities from time to time in one or more series without the consent of the holders of the Series A Preferred Stock. Our board ofdirectors has the authority to determine the preferences, powers, qualifications, limitations, restrictions and special or relative rights or privileges, if any,of any such series before the issuance of any shares of that series. Our board of directors will also determine the number of shares constituting eachseries of securities. Our ability to issue additional Senior Securities is limited as described under “—Voting Rights.” Liquidation Preference The holders of issued and outstanding Series A Preferred Stock will be entitled, in the event of any liquidation, dissolution or winding up of ouraffairs, whether voluntary or involuntary, to receive the liquidation preference of $25.00 per share in cash plus an amount equal to accumulated andunpaid dividends thereon to (but not including) the date fixed for payment of such amount (whether or not declared), and no more, before anydistribution will be made to the holders of our common stock or any other Junior Securities. A consolidation or merger of us with or into any otherentity, individually or in a series of transactions, will not be deemed a liquidation, dissolution or winding up of our affairs for this purpose. In the eventthat our assets available for distribution to holders of the issued and outstanding Series A Preferred Stock and any Parity Securities are insufficient topermit payment of all required amounts, our assets then remaining will be distributed among the Series A Preferred Stock and any Parity Securities, asapplicable, ratably on the basis of their relative aggregate liquidation preferences. After payment of all required amounts to the holders of theoutstanding shares of Series A Preferred Stock and Parity Securities, our remaining assets and funds will be distributed among the holders of thecommon stock and any other Junior Securities then issued and outstanding according to their respective rights. Voting Rights The Series A Preferred Stock have no voting rights except as provided by Marshall Islands law and as follows. In the event that six quarterlydividends, whether consecutive or not, payable on Series A Preferred Stock are in arrears, the holders of Series A Preferred Stock will have the right,voting separately as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, atthe next meeting of stockholders called for the election of directors, to elect one member of our board of directors, and the size of our board of directorswill be increased as needed to accommodate such change (unless the size of our board of directors already has been increased by reason of the electionof a director by holders of Parity Securities upon which like voting rights have been conferred and with which the Series A Preferred Stock voted as aclass for the election of such director). The right of such holders of Series A Preferred Stock to elect one member of our board of directors will continueuntil such time as all dividends accumulated and in arrears on the Series A Preferred Stock have been paid in full, at which time such right willterminate, subject to revesting in the event of each and every subsequent failure to pay six quarterly dividends as described above. Upon any terminationof the right of the holders of the Series A Preferred Stock and any other Parity Securities to vote as a class for a director, the term of office of alldirectors then in office elected by such holders voting as a class will terminate immediately. Any director elected by the holders of the Series A PreferredStock and any other Parity Securities shall each be entitled to one vote per director on any matter before our board of directors. Unless we have received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series A Preferred Stock, voting asa single class, we may not (i) adopt any amendment to our articles of incorporation or Statement of Designations, that adversely alters the preferences,powers or rights of the Series A Preferred Stock, (ii) issue any Parity Securities if the cumulative dividends payable on outstanding Series A PreferredStock are in arrears, or (iii) create or issue any Senior Securities. 99 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 102/160
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On any matter described above on which the holders of the Series A Preferred Stock are entitled to vote as a class, such holders will be entitled toone vote per share. The Series A Preferred Stock held by us or any of our subsidiaries or affiliates will not be entitled to vote. Dividends General Holders of Series A Preferred Stock will be entitled to receive, when, as and if declared by our board of directors out of legally available funds forsuch purpose, cumulative cash dividends from December 3, 2021. Dividend Rate Dividends on Series A Preferred Stock will be cumulative, commencing December 3, 2021 and payable on each Dividend Payment Date,commencing December 30, 2021, when, as and if declared by our board of directors or any authorized committee thereof out of legally available fundsfor such purpose. Dividends on the Series A Preferred Stock will accrue at a rate of 8.75% per annum per $25.00 stated liquidation preference per SeriesA Preferred Stock. The dividend rate is not subject to adjustment. Dividend Payment Date The “Dividend Payment Dates” for the Series A Preferred Stock will be each March 30, June 30, September 30 and December 30, commencingDecember 30, 2021. Dividends will accumulate in each dividend period from and including the preceding Dividend Payment Date or the initial issuedate, as the case may be, to but excluding, the applicable Dividend Payment Date for such dividend period. If any Dividend Payment Date otherwisewould fall on a day that is not a Business Day, declared dividends will be paid on the immediately succeeding Business Day without the accumulation ofadditional dividends. Dividends on the Series A Preferred Stock will be payable based on a 360-day year consisting of twelve 30-day months. “Business Day” means a day on which the Nasdaq Stock Market is open for trading and which is not a Saturday, a Sunday or other day on whichbanks in New York City are authorized or required by law to close. Payment of Dividends Not later than the close of business, New York City time, on each Dividend Payment Date, we will pay those dividends, if any, on the Series APreferred Stock that have been declared by our board of directors to the holders of such shares as such holders’ names appear on our share transfer booksmaintained by the Registrar and Transfer Agent on the applicable Record Date. The applicable record date (the “Record Date”), will be three BusinessDays immediately preceding the applicable Dividend Payment Date, except that in the case of payments of dividends in arrears, the Record Date withrespect to a Dividend Payment Date will be such date as may be designated by our board of directors in accordance with our Bylaws then in effect andthe Statement of Designations. So long as the Series A Preferred Stock are held of record by the Securities Depository or its nominee, declared dividends will be paid to theSecurities Depository in same-day funds on each Dividend Payment Date. The Securities Depository will credit accounts of its participants inaccordance with the Securities Depository’s normal procedures. The participants will be responsible for holding or disbursing such payments tobeneficial owners of the Series A Preferred Stock in accordance with the instructions of such beneficial owners. No dividend may be declared or paid or set apart for payment on any Junior Securities (other than dividend payable solely in shares of JuniorSecurities) unless full cumulative dividends have been or contemporaneously are being paid or provided for on all issued and outstanding Series APreferred Stock and any Parity Securities 100 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 103/160
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through the most recent respective dividend payment dates. Accumulated dividends in arrears for any past dividend period may be declared by our boardof directors and paid on any date fixed by our board of directors, whether or not a Dividend Payment Date, to holders of the Series A Preferred Stock onthe record date for such payment, which may not be more than 60 days, nor less than 15 days, before such payment date. Subject to the next succeedingsentence, if all accumulated dividends in arrears on all outstanding Series A Preferred Stock and any Parity Securities have not been declared and paid,or sufficient funds for the payment thereof have not been set apart, payment of accumulated dividends in arrears will be made in order of their respectivedividend payment dates, commencing with the earliest. If less than all dividends payable with respect to all Series A Preferred Stock and any ParitySecurities are paid, any partial payment will be made pro rata with respect to the Series A Preferred Stock and any Parity Securities entitled to a dividendpayment at such time in proportion to the aggregate amounts remaining due in respect of such shares at such time. Holders of the Series A PreferredStock will not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends. No interest or sum ofmoney in lieu of interest will be payable in respect of any dividend payment which may be in arrears on the Series A Preferred Stock. Redemption The Series A Preferred Stock represent perpetual equity interests in us. We will have no obligation to redeem or repurchase any Series A PreferredStock at any time. Optional Redemption We may redeem, at our option, in whole or from time to time in part, the Series A Preferred Stock (i) on or after June 30, 2024 and prior toJune 30, 2025, at a price equal to $25.50 per Series A Preferred Stock, (ii) on or after June 30, 2025 and prior to June 30, 2026, at a price equal to $25.25per Series A Preferred Stock and (iii) on or after June 30, 2026, at a price equal to $25.00 per Series A Preferred Stock, plus, in each case, an amountequal to all accumulated and unpaid dividends thereon to (but not including) the date of redemption, whether or not declared. Any such optionalredemption may be effected only out of funds legally available for such purpose. Redemption Upon a Change of Control In connection with a Change of Control (as defined below), we may, at our option, redeem the Series A Preferred Stock, in whole but not in part,no later than 90 days after the first date on which such Change of Control occurs, at a redemption price of (1) if the “Change of Control” occurs prior toDecember 31, 2023, $26.50 per share and (2) if the “Change of Control” occurs on or after December 31, 2023 at the same redemption prices as apply toan optional redemption as set forth above under “Optional Redemption”, plus, in the case of either (1) or (2), an amount equal to all accumulated andunpaid dividends thereon to (but not including) the date of redemption, whether or not declared. Any such redemption may be effected only out of fundslegally available for such purpose. A “Change of Control” means the following events have occurred and are continuing: • the acquisition by any “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) of beneficial ownership,directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisitiontransactions of our shares entitling that person or group to exercise more than 50% of the total voting power of all of our sharesentitled to vote generally in elections of directors (except that such person or group will be deemed to have beneficial ownership ofall securities that such person or group has the right to acquire, whether such right is currently exercisable or is exercisable onlyupon the passage of time or occurrence of a subsequent condition); and • following the closing of any transaction referred to in the above bullet point, neither we nor the acquiring or surviving entity has aclass of common securities (or American Depositary Receipts 101 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 104/160
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representing such securities) listed on the New York Stock Exchange (“NYSE”), the NYSE American or the Nasdaq Global SelectMarket, the Nasdaq Global Market or the Nasdaq Capital Market (collectively, “Nasdaq”) or listed or quoted on an exchange orquotation system that is a successor to the NYSE, the NYSE American or the Nasdaq. Redemption Procedure We will give notice of any redemption by mail, postage prepaid, not less than 30 days and not more than 60 days before the scheduled date ofredemption, to the holders of any shares to be redeemed as such holders’ names appear on our share transfer books maintained by the Registrar andTransfer Agent at the address of such holders shown therein. Such notice shall state: (1) the redemption date, (2) the number of shares of Series APreferred Stock to be redeemed and, if less than all issued and outstanding Series A Preferred Stock are to be redeemed, the number (and theidentification) of shares to be redeemed from such holder, (3) the redemption price, (4) the place where the Series A Preferred Stock are to be redeemedand shall be presented and surrendered for payment of the redemption price therefor, and (5) that dividends on the shares to be redeemed will cease toaccumulate from and after such redemption date. If fewer than all of the issued and outstanding Series A Preferred Stock are to be redeemed, the number of shares to be redeemed will bedetermined by us, and such shares will be redeemed pro rata or by lot as the Securities Depository shall determine, with adjustments to avoid redemptionof fractional shares. So long as all Series A Preferred Stock are held of record by the Securities Depository or its nominee, we will give notice, or causenotice to be given, to the Securities Depository of the number of shares of Series A Preferred Stock to be redeemed and the Securities Depository willdetermine the number of shares of Series A Preferred Stock to be redeemed from the account of each of its participants holding such shares in itsparticipant account. So long as the Series A Preferred Stock are held of record by the Securities Depository or its nominee, the redemption price will be paid by thePaying Agent to the Securities Depository on the redemption date. The Securities Depository’s normal procedures provide for it to distribute the amountof the redemption price in same-day funds to its participants who, in turn, are expected to distribute such funds to the persons for whom they are actingas agent. If we give or cause to be given a notice of redemption, then we will deposit with the Paying Agent funds sufficient to redeem the Series APreferred Stock as to which notice has been given by the close of business, New York City time, no later than the Business Day immediately precedingthe date fixed for redemption, and will give the Paying Agent irrevocable instructions and authority to pay the redemption price to the holder or holdersthereof upon surrender or deemed surrender (which will occur automatically if the certificate representing such shares is issued in the name of theSecurities Depository or its nominee) of the certificates therefor. If notice of redemption shall have been given, then from and after the date fixed forredemption, unless we default in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the notice, alldividends on such shares will cease to accumulate and all rights of holders of such shares as our stockholders will cease, except the right to receive theredemption price, including an amount equal to accumulated and unpaid dividends to (but not including) the date fixed for redemption, whether or notdeclared. We will be entitled to receive from the Paying Agent the interest income, if any, earned on such funds deposited with the Paying Agent (to theextent that such interest income is not required to pay the redemption price of the shares to be redeemed), and the holders of any shares so redeemed willhave no claim to any such interest income. Any funds deposited with the Paying Agent hereunder by us for any reason, including, but not limited to,redemption of Series A Preferred Stock, that remain unclaimed or unpaid after two years after the applicable redemption date or other payment date,shall be, to the extent permitted by law, repaid to us upon our written request after which repayment the holders of the Series A Preferred Stock entitledto such redemption or other payment shall have recourse only to us. If only a portion of the Series A Preferred Stock represented by a certificate has been called for redemption, upon surrender of the certificate to thePaying Agent (which will occur automatically if the certificate 102 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 105/160
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representing such shares is registered in the name of the Securities Depository or its nominee), the Paying Agent will issue to the holder of such shares anew certificate (or adjust the applicable book-entry account) representing the number of shares of Series A Preferred Stock represented by thesurrendered certificate that have not been called for redemption. Notwithstanding any notice of redemption, there will be no redemption of any Series A Preferred Stock called for redemption until funds sufficientto pay the full redemption price of such shares, including all accumulated and unpaid dividends to the date of redemption, whether or not declared, havebeen deposited by us with the Paying Agent. We and our affiliates may from time to time purchase the Series A Preferred Stock, subject to compliance with all applicable securities and otherlaws. Neither we nor any of our affiliates has any obligation or any present plan or intention, to purchase any Series A Preferred Stock. Any sharesrepurchased and cancelled by us will revert to the status of authorized but unissued preferred stock, undesignated as to series. Notwithstanding the foregoing, in the event that full cumulative dividends on the Series A Preferred Stock and any Parity Securities have not beenpaid or declared and set apart for payment, we may not repurchase, redeem or otherwise acquire, in whole or in part, any Series A Preferred Stock orParity Securities except pursuant to a purchase or exchange offer made on the same terms to all holders of Series A Preferred Stock and any ParitySecurities. Common stock and any other Junior Securities may not be redeemed, repurchased or otherwise acquired unless full cumulative dividends onthe Series A Preferred Stock and any Parity Securities for all prior and the then-ending dividend periods have been paid or declared and set apart forpayment. No Sinking Fund The Series A Preferred Stock do not have the benefit of any sinking fund. Description of Series B Preferred Stock The following description of the Series B Preferred Stock is a summary and does not purport to be complete and is qualified by reference to theStatement of Designation filed as an exhibit to this Annual Report. On October 21, 2022, we issued 16,000 shares of our newly-designated Series B Preferred Stock, par value $0.01 per share. As of December 31,2024 and April 15, 2025, there were 16,000 shares of Series B Preferred Stock authorized, and 16,000 shares of Series B Preferred Stock issued andoutstanding. Voting To the fullest extent permitted by law, each share of Series B preferred stock entitles the holder hereof to 25,000 votes per share on all matterssubmitted to a vote of the shareholders of the Company, provided however, that no holder of Series B preferred stock may exercise voting rightspursuant to Series B preferred stock that would result in the aggregate voting power of any beneficial owner of such shares and its affiliates (whetherpursuant to ownership of Series B preferred stock, common stock or otherwise) to exceed 49.99% of the total number of votes eligible to be cast on anymatter submitted to a vote of shareholders of the Company. To the fullest extent permitted by law, the holder of Series B preferred stock shall have nospecial voting or consent rights and shall vote together as one class with the holders of the common stock on all matters put before the shareholders. Conversion The Series B preferred stock is not convertible into shares of common stock or any other security. 103 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 106/160
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Redemption The Series B preferred stock is not redeemable. Dividends The Series B preferred stock has no dividend rights. Transferability All issued and outstanding Series B preferred stock must be held of record by one holder, and the Series B preferred stock shall not be transferredor sold without the prior approval of our board of directors. Liquidation Preference Upon any liquidation, dissolution or winding up of the Company, the Series B preferred stock will rank pari- passu with the common stockholdersand shall be entitled to receive a payment equal to the par value of $0.01 per share. The Series B preferred stockholder has no other rights todistributions upon any liquidation, dissolution or winding up of the Company. B. Articles of Incorporation and Bylaws Our articles of incorporation and our bylaws are filed as Exhibit 1.1 and Exhibit 1.2, respectively, hereto. Purpose. Our purpose is to engage in any lawful act or activity relating to the business of chartering, rechartering or operating tankers, drybulk carriers orother vessels or any other lawful act or activity customarily conducted in conjunction with shipping, and any other lawful act or activity approved by theBoard of Directors of the Corporation. Our articles of incorporation and bylaws do not impose any limitations on the ownership rights of ourstockholders. Under our bylaws, annual stockholder meetings will be held at a time and place selected by our Board of Directors. The meetings may be held inor outside of the Marshall Islands. Special meetings may be called by the Board of Directors. Our Board of Directors may set a record date between 15and 60 days before the date of any meeting to determine the stockholders that will be eligible to receive notice and vote at the meeting. Directors. Our directors are elected by a plurality of the votes cast at a meeting of the stockholders by the holders of shares entitled to vote in the election.There is no provision for cumulative voting. The Board of Directors may change the number of directors by a vote of a majority of the entire board. Each director shall be elected to serve untilhis successor shall have been duly elected and qualified, except in the event of his death, resignation, removal, or the earlier termination of his term ofoffice. The Board of Directors has the authority to fix the amounts which shall be payable to the members of our Board of Directors for attendance atany meeting or for services rendered to us. Dissenters’ Rights of Appraisal and Payment. Under the BCA, our stockholders have the right to dissent from various corporate actions, including any merger or sale of all or substantially all ofour assets not made in the usual course of our business, and receive payment of the fair value of their shares. However, the right of a dissentingstockholder under the BCA to receive payment of the fair value of his shares is not available for the shares of any class or series of stock, which shares 104 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 107/160
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or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting ofthe stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a securities exchange or admitted for trading on aninterdealer quotation system or (ii) held of record by more than 2,000 holders. The right of a dissenting stockholder to receive payment of the fair valueof his or her shares shall not be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for itsapproval the vote of the stockholders of the surviving corporation. In the event of any further amendment of our articles of incorporation, a stockholderalso has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissentingstockholder must follow the procedures set forth in the BCA to receive payment. In the event that we and any dissenting stockholder fail to agree on aprice for the shares, the BCA procedures involve, among other things, the institution of proceedings in the circuit court in the judicial circuit in theMarshall Islands in which our Marshall Islands office is situated. The value of the shares of the dissenting stockholder is fixed by the court afterreference, if the court so elects, to the recommendations of a court-appointed appraiser. Stockholders’ Derivative Actions. Under the BCA, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action,provided that the stockholder bringing the action is a holder of common stock both at the time the derivative action is commenced and at the time of thetransaction to which the action relates. Anti-takeover Provisions of our Charter Documents. Several provisions of our articles of incorporation and bylaws may have anti-takeover effects. These provisions are intended to avoid costlytakeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our Board of Directors to maximize stockholder valuein connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage,delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise, that a stockholder may considerin its best interest and (2) the removal of incumbent officers and directors. Blank Check Preferred Stock. Under the terms of our articles of incorporation, our Board of Directors has authority, without any further vote or action by our stockholders, toissue up to 200,000,000 shares of blank check preferred stock, of which 800,000 have been designated Series A Preferred Stock and of which 795,878are issued and outstanding as of April 15, 2025 and 16,000 have been designated Series B Preferred Stock and of which 16,000 are issued andoutstanding as of April 15, 2025. Our Board of Directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent achange of control of our company or the removal of our management. Classified Board of Directors. Our articles of incorporation provide for a Board of Directors serving staggered, three-year terms. Approximately one-third of our Board ofDirectors will be elected each year. This classified board provision could discourage a third party from making a tender offer for our shares orattempting to obtain control of our company. It could also delay stockholders who do not agree with the policies of the Board of Directors fromremoving a majority of the Board of Directors for two years. Election and Removal of Directors. Our articles of incorporation and bylaws prohibit cumulative voting in the election of directors. Our bylaws require parties other than the Board ofDirectors to give advance written notice of nominations for the election of 105 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 108/160
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directors. Our bylaws also provide that our directors may be removed only for cause and only upon the affirmative vote of the holders of at least 80% ofthe outstanding shares of our capital stock entitled to vote for those directors. These provisions may discourage, delay or prevent the removal ofincumbent officers and directors. Calling of Special Meetings of Stockholders. Our bylaws provide that special meetings of our stockholders may be called only by resolution of our Board of Directors. Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our bylaws provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual meeting ofstockholders must provide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days or more than 120 days priorto the first anniversary date of the previous year’s annual meeting. If, however, the date of our annual meeting is more than 30 days before or 60 daysafter the first anniversary date of the previous year’s annual meeting, a stockholder’s notice must be received at our principal executive offices by thelater of (i) the close of business on the 90th day prior to the annual meeting date or (ii) the close of business on the tenth day following the date on whichsuch annual meeting date is first publicly announced or disclosed by us. Our bylaws also specify requirements as to the form and content of astockholder’s notice. These provisions may impede stockholders’ ability to bring matters before an annual meeting of stockholders or make nominationsfor directors at an annual meeting of stockholders. Business Combinations. Our articles of incorporation prohibit us from engaging in a “business combination” with certain persons for three years following the date theperson becomes an interested stockholder. Interested stockholders generally include: • persons who are the beneficial owners of 15% or more of the outstanding voting stock of the corporation; and • persons who are affiliates or associates of the corporation and who hold 15% or more of the corporation’s outstanding voting stockat any time within three years before the date on which the person’s status as an interested stockholder is determined. Subject to certain exceptions, a business combination includes, among other things: • certain mergers or consolidations of the corporation or any direct or indirect majority-owned subsidiary of the company; • the sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets having an aggregate market value equal to 10% ormore of either the aggregate market value of all assets of the corporation, determined on a consolidated basis, or the aggregate valueof all the outstanding stock of the corporation; • certain transactions that result in the issuance or transfer by the corporation of any stock of the corporation to the interestedstockholder; • any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series,or securities convertible into the stock of any class or series, of the corporation that is owned directly or indirectly by the interestedstockholder; and 106 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 109/160
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• any receipt by the interested stockholder of the benefit (except as a stockholder) of any loans, advances, guarantees, pledges or otherfinancial benefits provided by or through the corporation. These provisions of our articles of incorporation do not apply to a business combination if: • before a person becomes an interested stockholder, the board of directors of the corporation approves the business combination ortransaction in which the stockholder became an interested stockholder; • upon consummation of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interestedstockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, other thancertain excluded shares; • following a transaction in which the person became an interested stockholder, the business combination is (a) approved by the boardof directors of the corporation and (b) authorized at a regular or special meeting of stockholders, and not by written consent, by thevote of the holders of at least two-thirds of the voting stock of the corporation not owned by the stockholder; or • the transaction is with a stockholder that was or became an interested stockholder prior to or at the time the 2021 Spin-Off wasconsummated. C. Material Contracts We refer to “Item 7. Major Stockholders and Related Party Transactions—B. Related Party Transactions” for a discussion of our materialagreements outside the ordinary course of our business to which we are a party. We have entered into a management agreement with Stealth Maritime asdescribed as described in “—Related Party Transactions – Management Arrangements” and memoranda of agreement for the acquisition of drybulkcarriers from entities affiliated with Brave Maritime “—Related Party Transactions—Vessel Acquisitions.” Other than the agreements discussed in the aforementioned section of this annual report, we have no material contracts, other than contractsentered into in the ordinary course of business, to which we or any member of the group is a party. D. Exchange Controls and Other Limitations Affecting Stockholders Under Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls orrestrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our common stock. We are not aware of any limitations on the rights to own our common stock, including rights of non-resident or foreign stockholders to hold orexercise voting rights on our common stock, imposed by foreign law or by our articles of incorporation or bylaws. E. Tax Considerations Marshall Islands Tax Consequences The following discussion is based on the current laws of the Republic of the Marshall Islands applicable to persons who do not reside in, maintainoffices in or engage in business in the Republic of the Marshall Islands. Imperial Petroleum is incorporated in the Marshall Islands. Under current Marshall Islands law, Imperial Petroleum is not subject to tax on incomeor capital gains, and no Marshall Islands withholding tax will be imposed upon payments of dividends by Imperial Petroleum to holders of its commonstock or Series A 107 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 110/160
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Preferred Stock that are not residents or domiciled or carrying any commercial activity in the Marshall Islands. The holders of Imperial Petroleumcommon stock and Series A Preferred Stock will not be subject to Marshall Islands tax on the sale or other disposition of such common stock or Series APreferred Stock. United States Federal Income Tax Consequences The following discussion of United States federal income tax matters is based on the Code, judicial decisions, administrative pronouncements, andexisting and proposed regulations issued by the United States Department of the Treasury, or the Treasury Regulations, all as of the date of this report,and all of which are subject to change, possibly with retroactive effect. This discussion is also based in part upon Treasury Regulations promulgatedunder Section 883 of the Code. The discussion below is based, in part, on the description of Imperial Petroleum’s business as described in “Business”above and assumes that Imperial Petroleum will conduct its business as described in that section. United States Federal Income Taxation of Our Company Taxation of Operating Income: In General Unless exempt from United States federal income taxation under the rules discussed below, a foreign corporation is subject to United Statesfederal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage orbareboat charter basis, from the participation in a pool, partnership, strategic alliance, joint operating agreement, code sharing arrangement or other jointventure it directly or indirectly owns or participates in that generates such income, or from the performance of services directly related to those uses,which we refer to as “shipping income,” to the extent that the shipping income is derived from sources within the United States. For these purposes,50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States exclusive ofcertain U.S. territories and possessions constitutes income from sources within the United States, which we refer to as “U.S.-source shipping income.” Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% from sources within theUnited States. We are not permitted by law to engage in transportation that produces income which is considered to be 100% from sources within theUnited States. Shipping income attributable to transportation exclusively between non-United States ports will be considered to be 100% derived fromsources outside the United States. Shipping income derived from sources outside the United States will not be subject to any United States federalincome tax. In the absence of exemption from tax under Section 883 of the Code, our gross U.S.-source shipping income would be subject to a 4% taximposed without allowance for deductions as described below. Exemption of Operating Income from United States Federal Income Taxation Under Section 883 of the Code and the Treasury Regulations thereunder, Imperial Petroleum will be exempt from United States federal incometaxation on its U.S.-source shipping income if: • Imperial Petroleum is organized in a foreign country, or its country of organization, that grants an “equivalent exemption” tocorporations organized in the United States; and either • more than 50% of the value of Imperial Petroleum’s stock is owned, directly or indirectly, by “qualified shareholders,” individualswho are “residents” of a foreign country that grants an “equivalent exemption” to corporations organized in the United States, whichwe refer to as the “50% Ownership Test,” or 108 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 111/160
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• Imperial Petroleum’s stock is “primarily and regularly traded on an established securities market” in a country that grants an“equivalent exemption” to United States corporations, or in the United States, which we refer to as the “Publicly-Traded Test.” The Marshall Islands jurisdiction where Imperial Petroleum and certain of its shipowning subsidiaries, are incorporated, and Liberia where itsother shipowning subsidiaries are incorporated, grant an “equivalent exemption” to United States corporations. Therefore, Imperial Petroleum will beexempt from United States federal income taxation in any taxable year with respect to our U.S.-source shipping income if Imperial Petroleum satisfieseither the 50% Ownership Test or the Publicly-Traded Test for such taxable year. Imperial Petroleum does not expect that it will be able to satisfy the 50% Ownership Test for any taxable year due to the anticipated, widely-heldnature of its stock. Imperial Petroleum’s ability to satisfy the Publicly-Traded Test is discussed below. The Treasury Regulations provide, in pertinent part, that the stock of a foreign corporation will be considered to be “primarily traded” on anestablished securities market in a country if the number of shares of each class of stock that is traded during the taxable year on all established securitiesmarkets in that country exceeds the number of shares in each such class that is traded during that year on established securities markets in any othersingle country. Imperial Petroleum common stock and Series A Preferred Stock will be “primarily traded” on the Nasdaq Capital Market, which is anestablished securities market for these purposes. Under the regulations, Imperial Petroleum stock will be considered to be “regularly traded” on an established securities market if one or moreclasses of its stock representing more than 50% of our outstanding shares, by total combined voting power of all classes of stock entitled to vote andtotal value, is listed on the market (the “listing threshold”). Since Imperial Petroleum common stock and Series A Preferred Stock, which represent morethan 50% of our outstanding shares, by total combined voting power of all classes of stock entitled to vote and total value, will be listed on the NasdaqCapital Market, Imperial Petroleum will satisfy the listing threshold. It is further required that with respect to each class of stock relied upon to meet the listing threshold (i) such class of the stock is traded on themarket, other than in minimal quantities, on at least 60 days during the taxable year (or 1/6 of the days in the case of a short taxable year); and (ii) theaggregate number of shares of such class of stock traded on such market is at least 10% of the average number of shares of such class of stockoutstanding during such year (or as appropriately adjusted in the case of a short taxable year). Imperial Petroleum expects to satisfy the tradingfrequency and trading volume tests described in this paragraph. Even if this were not the case, the relevant Treasury regulations provide that the tradingfrequency and trading volume tests will be deemed satisfied by a class of stock if, as Imperial Petroleum expects to be the case with its common stockand Series A Preferred Stock, such class of stock is traded on an established market in the United States, such as the Nasdaq Capital Market and suchclass of stock is regularly quoted by dealers making a market in such stock. Notwithstanding the foregoing, the Treasury regulations provide that, in pertinent part, a class of a non-U.S. corporation’s stock will not beconsidered to be “regularly traded” on an established securities market for any taxable year if 50% or more of the outstanding shares of such class of thecorporation’s stock is owned, actually or constructively under specified attribution rules, on more than half the days during the taxable year by personswho each own 5% or more of such class of the corporation’s stock (the “5% Override Rule”). For purposes of being able to determine the persons who own 5% or more of a class of a corporation’s stock (“5% Stockholders”) the Treasuryregulations permit a corporation to rely on Schedule 13G and Schedule 13D filings with the SEC to identify persons who have a 5% or more beneficialinterest in such corporation’s common stock, which currently are our sole class of voting shares, or, if our Series A Preferred Stock are then entitled to 109 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 112/160
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vote, our Series A Preferred Stock. The Treasury regulations further provide that an investment company that is registered under the InvestmentCompany Act of 1940, as amended, will not be treated as a 5% Stockholder for such purposes. It is possible that 5% Stockholders may own more than 50% of the Imperial Petroleum common stock. In the event the 5% Override Rule istriggered, the Treasury regulations provide that the 5% Override Rule will nevertheless not apply if Imperial Petroleum can establish that within thegroup of 5% Stockholders, there are sufficient 5% Stockholders that are considered to be “qualified shareholders” for purposes of Section 883 of theCode to preclude non-qualified 5% Stockholders in the closely-held group from owning 50% or more of the corporation’s common stock for more thanhalf the number of days during the taxable year. To establish this exception to the 5% Override Rule, 5% Stockholders owning a sufficient number ofour common stock would have to provide the Corporation with certain information in order to substantiate their status as qualified shareholders. If, afterthe 2021 Spin-Off, 5% Stockholders were to own more than 50% of the Imperial Petroleum common stock, there is no assurance that ImperialPetroleum would be able to satisfy the foregoing requirements. Taxation in Absence of Exemption If the benefits of Section 883 of the Code are unavailable for any taxable year, Imperial Petroleum’s U.S. source shipping income, to the extent notconsidered to be “effectively connected” with the conduct of a United States trade or business, as described below, will be subject to a 4% tax imposedby Section 887 of the Code on a gross basis, without the benefit of deductions (“4% gross basis tax regime”). Since under the sourcing rules describedabove, no more than 50% of our shipping income is treated as being derived from United States sources, the maximum effective rate of United Statesfederal income tax on our shipping income will not exceed 2% under the 4% gross basis tax regime. To the extent the benefits of the Section 883 of the Code are unavailable and Imperial Petroleum’s U.S. source shipping income is considered to be“effectively connected” with the conduct of a United States trade or business, as described below, any such “effectively connected” U.S. source shippingincome, net of applicable deductions, would be subject to the United States federal corporate income tax currently imposed at rates of up to 21%. Inaddition, Imperial Petroleum may be subject to the 30% United States federal “branch profits” taxes on earnings effectively connected with the conductof such trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conductof such United States trade or business. Imperial Petroleum’s U.S. source shipping income would be considered “effectively connected” with the conduct of a United States trade orbusiness only if: • Imperial Petroleum has, or is considered to have, a fixed place of business in the United States involved in the earning of shippingincome; and • Substantially all of Imperial Petroleum’s U.S. source shipping income is attributable to regularly scheduled transportation, such asthe operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points forvoyages that begin or end in the United States. Imperial Petroleum does not intend to have, or permit circumstances that would result in having, any vessel operating to the United States on aregularly scheduled basis. Based on the foregoing and on the expected mode of Imperial Petroleum’s shipping operations and other activities, ImperialPetroleum believes that none of its U.S. source shipping income will be “effectively connected” with the conduct of a United States trade or business. 110 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 113/160
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United States Taxation of Gain on Sale of Vessels Regardless of whether Imperial Petroleum qualifies for exemption under Section 883 of the Code, Imperial Petroleum will not be subject toUnited States federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the UnitedStates under United States federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for thispurpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of avessel by Imperial Petroleum will be considered to occur outside of the United States. United States Federal Income Taxation of U.S. Holders The following discussion regarding the material U.S. federal income tax consequences, subject to the limitations described below, to U.S. Holders(as defined below) of acquiring, and of owning and disposing, our common stock, Series A Preferred Stock, Class A Warrants, Class B Warrants, Class CWarrants and Class D Warrants, does not purport to be a comprehensive description of all tax considerations that may be relevant to a particular person. As used herein, the term “U.S. Holder” means a beneficial owner of Imperial Petroleum common stock, Series A Preferred Stock, Class AWarrants, Class B Warrants, Class C Warrants, Class D Warrants or Class E Warrants, and that is a United States citizen or resident, United Statescorporation or other United States entity taxable as a corporation, an estate the income of which is subject to United States federal income taxationregardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one ormore United States persons have the authority to control all substantial decisions of the trust, or the trust has in effect a valid election to be treated as aUnited States person. This discussion does not purport to deal with the tax consequences of owning Imperial Petroleum common stock, Series A Preferred Stock Class AWarrants, Class B Warrants, Class C Warrants, Class D Warrants or Class E Warrants to all categories of investors, some of which, such as dealers insecurities, investors whose functional currency is not the United States dollar and investors that own, actually or under applicable constructiveownership rules, 10% or more of our common stock, may be subject to special rules. This discussion deals only with holders who hold ImperialPetroleum common stock, Series A Preferred Stock, Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants or Class E Warrants as acapital asset. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situationunder United States federal, state, local or foreign law of the ownership of Imperial Petroleum common stock, Series A Preferred Stock, Class AWarrants, Class B Warrants, Class C Warrants, Class D Warrants or Class E Warrants. If a partnership holds Imperial Petroleum common stock, Series A Preferred Stock, Class A Warrants, Class B Warrants, Class C Warrants, Class DWarrants or Class E Warrants, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of thepartnership. If you are a partner in a partnership holding our common stock, Series A Preferred Stock, Class A Warrants, Class B Warrants, Class CWarrants, Class D Warrants or Class E Warrants, you are encouraged to consult your tax advisor. The foregoing treatment of the common stock, Series A Preferred Stock, Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrantsand Class E Warrants are not binding on the IRS or the courts. Distributions Subject to the discussion of passive foreign investment companies below, any distributions made by Imperial Petroleum with respect to itscommon stock or Series A Preferred Stock to a U.S. Holder will generally constitute dividends, which may be taxable as ordinary income or “qualifieddividend income” to the extent of Imperial Petroleum’s current or accumulated earnings and profits, as determined under United States federal incometax principles. Distributions in excess of Imperial Petroleum’s current or accumulated earnings and 111 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 114/160
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profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis their common stock or Series A Preferred Stockon a dollar-for-dollar basis and thereafter as capital gain. Because Imperial Petroleum is not a United States corporation, U.S. Holders that arecorporations will generally not be entitled to claim a dividends received deduction with respect to any distributions such corporate U.S. Holders receive.Dividends paid with respect to the Imperial Petroleum common stock or Series A Preferred Stock will generally be treated as “passive category income”or, in the case of certain types of U.S. Holders, “general category income” for purposes of computing allowable foreign tax credits for United Statesforeign tax credit purposes. Dividends paid on the Imperial Petroleum common stock or Series A Preferred Stock to a U.S. Holder who is an individual, trust or estate (a “U.S.Individual Holder”) are expected generally to be treated as “qualified dividend income” provided certain requirements are met. Qualified dividendincome is taxable to such U.S. Individual Holders at preferential tax rates provided that (1) Imperial Petroleum is not a passive foreign investmentcompany for the taxable year during which the dividend is paid or the immediately preceding taxable year (which as discussed below, ImperialPetroleum does not believe it is, has been or will be), (2) the Imperial Petroleum common stock or Series A Preferred Stock, as applicable, are readilytradable on an established securities market in the United States (such as the Nasdaq Capital Market, on which the Imperial Petroleum common stockand Series A Preferred Stock will be listed), (3) the U.S. Individual Holder has owned the common stock or Series A Preferred Stock, as applicable, formore than 60 days in the 121-day period beginning 60 days before the date on which the common stock or Series A Preferred Stock, respectively,become ex-dividend, and (4) the U.S. Individual Holder is not under an obligation (whether pursuant to a short sale or otherwise) to make paymentswith respect to positions in similar or related property. There is no assurance that any dividends paid on the Imperial Petroleum common stock or SeriesA Preferred Stock will be eligible for these preferential rates in the hands of a U.S. Individual Holder. Any dividends paid by Imperial Petroleum that arenot eligible for these preferential rates will be taxed as ordinary income to a U.S. Individual Holder. Special rules may apply to any “extraordinary dividend”, which is generally a dividend paid by Imperial Petroleum in an amount which is equal toor in excess of ten percent (in the case of common stock) or five percent (in the case of Series A Preferred Stock) of a stockholder’s adjusted tax basis(or fair market value in certain circumstances) in Imperial Petroleum common stock or Series A Preferred Stock. If Imperial Petroleum pays an“extraordinary dividend” on its common stock or Series A Preferred Stock that is treated as “qualified dividend income,” then any loss derived by a U.S.Individual Holder from the sale or exchange of such common stock or Series A Preferred Stock will be treated as long-term capital loss to the extent ofsuch dividend. For foreign tax credit purposes, if at least 50 percent of our stock by voting power or by value is owned, directly, indirectly or by attribution, byUnited States persons, then, subject to the limitation described below, a portion of the dividends that we pay in each taxable year will be treated as U.S.-source income, depending in general upon the ratio for that taxable year of our U.S.-source earnings and profits to our total earnings and profits. Theremaining portion of our dividends (or all of our dividends, if we do not meet the 50 percent test described above) will be treated as foreign-sourceincome and generally will be treated as passive category income or, in the case of certain types of United States holders, general category income forpurposes of computing allowable foreign tax credits for United States federal income tax purposes. However, if, in any taxable year, we have earningsand profits and less than ten percent of those earnings and profits are from United States sources, then, in general, dividends that we pay from ourearnings and profits for that taxable year will be treated entirely as foreign-source income. Where a United States holder that is an individual receives adividend on our shares that is a qualifying dividend (as described in the second preceding paragraph), special rules will apply that will limit the portionof such dividend that will be included in such individual’s foreign source taxable income and overall taxable income for purposes of calculating suchindividual’s foreign tax credit limitation. Sale, Exchange or other Disposition of Common Stock or Series A Preferred Stock Assuming Imperial Petroleum does not constitute a passive foreign investment company for any taxable year, a U.S. Holder generally willrecognize taxable gain or loss for U.S. federal income tax purposes upon a 112 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 115/160
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sale, exchange or other disposition of Imperial Petroleum common stock or Series A Preferred Stock in an amount equal to the difference between theamount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s tax basis in such stock. Such gain or loss willgenerally be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale, exchange or otherdisposition. Gain or loss realized by a United States holder on the sale or exchange of common stock or Series A Preferred Stock generally will betreated as U.S.-source gain or loss for United States foreign tax credit purposes. A United States holder’s ability to deduct capital losses against ordinaryincome is subject to certain limitations. Exercise of Class A Warrants, Class B Warrants, Class C Warrants and Class D Warrants A U.S. Holder should not recognize gain or loss on the exercise of Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants orClass E Warrants and related receipt of common stock (unless cash is received in lieu of the issuance of a fractional shares of common stock). A U.S.Holder’s initial tax basis in the common stock received on the exercise of a Class A Warrant, Class B Warrant, Class C Warrants, Class D Warrants orClass E Warrants should be equal to the sum of (a) such U.S. Holder’s initial tax basis in such warrant plus (b) the exercise price paid by such U.S.Holder on the exercise of such warrant. If we were to become a PFIC, pursuant to proposed Treasury Regulations a U.S. Holder’s holding period for thecommon stock received will begin on the date on which such U.S. holder acquired its Class A Warrant, Class B Warrant, Class C Warrants, Class DWarrants or Class E Warrants. In certain limited circumstances, a U.S. Holder may be permitted to undertake a cashless exercise of Class A Warrants, Class B Warrants, Class CWarrants, Class D Warrants or Class E Warrants into common stock. The U.S. federal income tax treatment of a cashless exercise of warrants intocommon stock is unclear, and the tax consequences of a cashless exercise could differ from the consequences upon the exercise of a Class A Warrant,Class B Warrant, Class C Warrant or Class D Warrant described in the preceding paragraph. U.S. Holders should consult their own tax advisorsregarding the U.S. federal income tax consequences of a cashless exercise of Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants orClass E Warrants. Disposition of Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants and Class E Warrants A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of a Class A Warrant, Class B Warrant, Class C Warrant, Class DWarrant or Class E Warrant in an amount equal to the difference, if any, between the amount of cash plus the fair market value of any property receivedand such U.S. Holder’s tax basis in the Class A Warrant, Class B Warrant, Class C Warrant, Class D Warrant or Class E Warrant sold or otherwisedisposed of. Subject to the PFIC rules discussed below, any such gain or loss generally will be a capital gain or loss, which will be long-term capital gainor loss if the Class A Warrant, Class B Warrant, Class C Warrant, Class D Warrant or Class E Warrant is held for more than one year. Deductions forcapital losses are subject to complex limitations under the Code. Expiration of Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants and Class E Warrants without Exercise Upon the lapse or expiration of a Class A Warrant, Class B Warrant, Class C Warrant, Class D Warrant or Class E Warrant, a U.S. Holder willrecognize a loss in an amount equal to such U.S. Holder’s tax basis in the Class A Warrant, Class B Warrant, Class C Warrant or Class D Warrant,respectively. Subject to the PFIC rules discussed below, any such loss generally will be a capital loss and will be long-term capital loss if the Class AWarrants, Class B Warrants, Class C Warrants, Class D Warrants or Class E Warrants are held for more than one year. Deductions for capital losses aresubject to complex limitations under the Code. 113 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 116/160
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Certain Adjustments to the Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants and Class E Warrants Under Section 305 of the Code, an adjustment to the number of shares of common stock that will be issued on the exercise of the Class AWarrants, Class B Warrants, Class C Warrants, Class D Warrants or Class E Warrants, or an adjustment to the exercise price of the Class A Warrants,Class B Warrants, Class C Warrants, Class D Warrants or Class E Warrants, may be treated as a constructive distribution to a U.S. Holder of the Class AWarrants, Class B Warrants, Class C Warrants, Class D Warrants and Class E Warrants, respectively, if, and to the extent that, such adjustment has theeffect of increasing such U.S. Holder’s proportionate interest in our earnings and profits or our assets, depending on the circumstances of suchadjustment (for example, if such adjustment is to compensate for a distribution of cash or property to the stockholders). Adjustments to the exerciseprice of the Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants and Class E Warrants made pursuant to a bona fide reasonableadjustment formula that has the effect of preventing dilution of the interest of the holders of the Class A Warrants, Class B Warrants, Class C Warrants,Class D Warrants and Class E Warrants should generally not be considered to result in a constructive distribution. Any such constructive distributionwould be taxable whether or not there is an actual distribution of cash or other property (see more detailed discussion of the rules applicable todistributions we make at “Distributions” above). Passive Foreign Investment Company Status and Significant Tax Consequences Special United States federal income tax rules apply to a U.S. Holder that holds stock, Class A Warrants, Class B Warrants, Class C Warrants,Class D Warrants or Class E Warrants in a foreign corporation classified as a passive foreign investment company, or PFIC, for United States federalincome tax purposes. In general, Imperial Petroleum will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which such holderheld Imperial Petroleum common stock, Series A Preferred Stock, Class A Warrants Class B Warrants, Class C Warrants, Class D Warrants or Class EWarrants, either: • at least 75% of Imperial Petroleum’s gross income for such taxable year consists of passive income (e.g., dividends, interest, capitalgains and rents derived other than in the active conduct of a rental business); or • at least 50% of the average value of Imperial Petroleum’s assets during such taxable year produce, or are held for the production of,passive income, which we refer to as “passive assets”. For purposes of determining whether Imperial Petroleum is a PFIC, Imperial Petroleum will be treated as earning and owning our proportionateshare of the income and assets, respectively, of any of its subsidiary corporations, in which Imperial Petroleum owns at least 25% of the value of thesubsidiary’s stock. Income earned, or deemed earned, by Imperial Petroleum in connection with the performance of services would not constitutepassive income. By contrast, rental income would generally constitute “passive income” unless Imperial Petroleum were treated under specific rules asderiving rental income in the active conduct of a trade or business. Based on Imperial Petroleum’s anticipated operations and future projections, Imperial Petroleum does not believe that it is a PFIC for the taxableyear ended December 31, 2024. Although there is no legal authority directly on point, and Imperial Petroleum is not relying upon an opinion of counselon this issue, Imperial Petroleum’s belief is based principally on the position that, for purposes of determining whether Imperial Petroleum is a PFIC, thegross income Imperial Petroleum derives or is deemed to derive from the time chartering and voyage chartering activities of its wholly-ownedsubsidiaries should constitute services income, rather than rental income. Correspondingly, such income should not constitute passive income, and theassets that Imperial Petroleum or its wholly-owned subsidiaries own and operate in connection with the production of such income, in particular, thevessels, should not constitute passive assets for purposes of determining whether Imperial Petroleum is a PFIC. Imperial Petroleum believes there issubstantial legal authority supporting its position consisting of case law and IRS pronouncements concerning the characterization of income derivedfrom time charters and voyage charters as services income for other tax purposes. However, there is also authority 114 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 117/160
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which characterizes time charter income as rental income rather than services income for other tax purposes. Moreover, in the absence of any legalauthority specifically relating to the statutory provisions governing PFICs, the IRS or a court could disagree with Imperial Petroleum’s position. Inaddition, although Imperial Petroleum intends to conduct its affairs in a manner to avoid being classified as a PFIC with respect to any taxable year,there can be no assurance that the nature of Imperial Petroleum’s operations will not change in the future. As discussed more fully below, if Imperial Petroleum were to be treated as a PFIC for any taxable year which included a U.S. Holder’s holdingperiod in Imperial Petroleum common stock or Series A Preferred Stock, then such U.S. Holder would be subject to different U.S. federal incometaxation rules depending on whether the U.S. Holder makes an election to treat Imperial Petroleum as a “qualified electing fund” (a “QEF election”). Asan alternative to making a QEF election, a U.S. Holder should be able to make a “mark-to-market” election with respect to Imperial Petroleum commonstock or Series A Preferred Stock, as discussed below. In addition, if Imperial Petroleum were to be treated as a PFIC, a U.S. Holder of ImperialPetroleum common stock or Series A Preferred Stock would be required to file annual information returns with the IRS. In addition, if a U.S. Holder owns Imperial Petroleum common stock, Series A Preferred Stock, Class A Warrants, Class B Warrants, Class CWarrants, Class D Warrants or Class E Warrants and Imperial Petroleum is a PFIC, such U.S. Holder must generally file IRS Form 8621 with the IRS U.S. Holders Making a Timely QEF Election A U.S. Holder who makes a timely QEF election with respect to Imperial Petroleum common stock or Series A Preferred Stock (an “ElectingHolder”) would report for U.S. federal income tax purposes his pro rata share of Imperial Petroleum’s ordinary earnings and of Imperial Petroleum’s netcapital gain, if any, for Imperial Petroleum’s taxable year that ends with or within the taxable year of the Electing Holder. Imperial Petroleum’s netoperating losses or net capital losses would not pass through to the Electing Holder and will not offset Imperial Petroleum’s ordinary earnings or netcapital gain reportable to the Electing Holder in subsequent years (although such losses would ultimately reduce the gain, or increase the loss, if any,recognized by the Electing Holder on the sale of his common stock or Series A Preferred Stock). Distributions received from Imperial Petroleum by anElecting Holder are excluded from the Electing Holder’s gross income to the extent of the Electing Holder’s prior inclusions of Imperial Petroleum’sordinary earnings and net capital gain. The Electing Holder’s tax basis in his common stock or Series A Preferred Stock would be increased by anyamount included in the Electing Holder’s income. Distributions received by an Electing Holder, which are not includible in income because they havebeen previously taxed, would decrease the Electing Holder’s tax basis in Imperial Petroleum common stock or Series A Preferred Stock, as applicable.An Electing Holder would generally recognize capital gain or loss on the sale or exchange of Imperial Petroleum common stock or Series A PreferredStock. In order for an Electing Holder to make a QEF election, we would need to provide such Electing Holder with annual information regardingImperial Petroleum. If we were aware that we were to be treated as a PFIC for any taxable year, we currently expect that we would provide each UnitedStates Holder with all necessary information, to the extent reasonably available, in order to make the QEF election described above with respect to ourcommon stock and Series A Preferred Stock. We may elect to provide such information on our website. A QEF election will not be available with respectto Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants or Class E Warrants. U.S. Holders Making a Timely Mark-to-Market Election A U.S. Holder who makes a timely mark-to-market election with respect to Imperial Petroleum common stock or Series A Preferred Stock wouldinclude annually in the U.S. Holder’s income, as ordinary income, any excess of the fair market value of the common stock or Series A Preferred Stockat the close of the taxable year over the U.S. Holder’s then adjusted tax basis in the common stock or Series A Preferred Stock, respectively. The excess,if any, of the U.S. Holder’s adjusted tax basis at the close of the taxable year over the then fair market value of the common stock or Series A PreferredStock would be deductible in an amount equal to the 115 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 118/160
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lesser of the amount of the excess or the net mark-to-market gains that the U.S. Holder included in income in previous years with respect to the commonstock or Series A Preferred Stock, as applicable. A U.S. Holder’s tax basis in his common stock and Series A Preferred Stock would be adjusted to reflectany income or loss amount recognized pursuant to the mark-to-market election. A U.S. Holder would recognize ordinary income or loss on a sale,exchange or other disposition of the common stock or Series A Preferred Stock; provided, however, that any ordinary loss on the sale, exchange or otherdisposition may not exceed the net mark-to-market gains that the U.S. Holder included in income in previous years with respect to the common stock orSeries A Preferred Stock. A mark-to-market election will not be available with respect to the Class A Warrants, Class B Warrants, Class C Warrants,Class D Warrants or Class E Warrants. U.S. Holders Not Making a Timely QEF Election or Mark-to-Market Election A U.S. Holder who does not make a timely QEF Election or a timely mark-to-market election with respect to Imperial Petroleum common stock,Series A Preferred Stock or is holding our Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants or Class E Warrants (a “Non-Electing Holder”) would be subject to special rules with respect to (i) any “excess distribution” (generally, the portion of any distributions received bythe Non-Electing Holder on the common stock, Series A Preferred Stock, Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants orClass E Warrants in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three precedingtaxable years, or, if shorter, the Non-Electing Holder’s holding period for the common stock, Series A Preferred Stock, Class A Warrants, Class BWarrants, Class C Warrants, Class D Warrants or Class E Warrants), and (ii) any gain realized on the sale or other disposition of the common stock,Series A Preferred Stock, Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants or Class E Warrants. Under these rules, (i) the excessdistribution or gain would be allocated ratably over the Non-Electing Holder’s holding period for the common stock, Series A Preferred Stock, Class AWarrants, Class B Warrants, Class C Warrants, Class D Warrants or Class E Warrants; (ii) the amount allocated to the current taxable year, and anytaxable year prior to the first taxable year in which we were a PFIC, would be taxed as ordinary income; and (iii) the amount allocated to each of theother prior taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interestcharge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. If a Non-Electing Holder dies while owning Imperial Petroleum common stock, Series A Preferred Stock, Class A Warrants, Class B Warrants, Class C Warrants,Class D Warrants or Class E Warrants, the Non-Electing Holder’s successor would be ineligible to receive a step-up in the tax basis of those commonstock, Series A Preferred Stock, Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants or Class E Warrants. Unearned Income Medicare Contribution Tax Certain U.S. Holders that are individuals, estates or trusts are required to pay an additional 3.8% tax on, among other things, dividends on andcapital gains from the sale or other disposition of stock, Series A Preferred Stock, Class A Warrants, Class B Warrants, Class C Warrants, Class DWarrants or Class E Warrants. U.S. Holders are encouraged to consult their own tax advisors regarding the effect, if any, of this tax on the ownership anddisposition of our common stock, Series A Preferred Stock, Class A Warrants, Class B Warrants, Class C Warrants and Class D Warrants. United States Federal Income Taxation of “Non-U.S. Holders” A beneficial owner of Imperial Petroleum common stock or Series A Preferred Stock (other than a partnership) that is not a U.S. Holder is referredto herein as a “Non-U.S. Holder.” Dividends on Common Stock and Series A Preferred Stock Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on dividends received from ImperialPetroleum with respect to its common stock or with respect to its Series A 116 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 119/160
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Preferred Stock, unless such income is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of a United States income tax treaty with respect to those dividends, such income is taxable only if it is attributableto a permanent establishment maintained by the Non-U.S. Holder in the United States. Sale, Exchange or Other Disposition of Common Stock, Series A Preferred Stock, Class A Warrants, Class B Warrants, Class C Warrants, Class DWarrants or Class E Warrants Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on any gain realized upon the sale,exchange or other disposition of Imperial Petroleum common stock, Series A Preferred Stock, Class A Warrants, Class B Warrants, Class C Warrants,Class D Warrants or Class E Warrants, unless: • such gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States, if the Non-U.S.Holder is entitled to the benefits of a United States income tax treaty with respect to that gain, that gain is taxable only if it isattributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or • the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of dispositionand other conditions are met. If the Non-U.S. Holder is engaged in a United States trade or business for United States federal income tax purposes, the income from thecommon stock or Series A Preferred Stock, including dividends and the gain from the sale, exchange or other disposition of the common stock, Series APreferred Stock, Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants or Class E Warrants that is effectively connected with theconduct of that trade or business will generally be subject to regular United States federal income tax in the same manner as discussed in the previoussection relating to the taxation of U.S. Holders. In addition, in the case of a corporate Non-U.S. Holder, its earnings and profits that are attributable tothe effectively connected income, subject to certain adjustments, may be subject to an additional United States federal “branch profits” tax at a rate of30%, or at a lower rate as may be specified by an applicable United States income tax treaty. Backup Withholding and Information Reporting In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reportingrequirements. Such payments will also be subject to backup withholding tax if a U.S. Individual Holder: • fails to provide an accurate taxpayer identification number; • is notified by the IRS that he failed to report all interest or dividends required to be shown on your • United States federal income tax returns; or • in certain circumstances, fails to comply with applicable certification requirements. Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on anappropriate IRS Form W-8. If a stockholder sells Imperial Petroleum common stock, Series A Preferred Stock, Class A Warrants, Class B Warrants, Class C Warrants, Class DWarrants or Class E Warrants to or through a United States office of a broker, the payment of the proceeds is subject to both United States backupwithholding and information reporting unless the stockholder certifies that it is a non-U.S. person, under penalties of perjury, or the stockholderotherwise establishes an exemption. If a stockholder sells Imperial Petroleum common stock, Series A Preferred Stock, Class A Warrants, Class BWarrants, Class C Warrants, Class D Warrants or Class E Warrants through a non-United States office of a non-United States broker and the salesproceeds are paid 117 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 120/160
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outside the United States then information reporting and backup withholding generally will not apply to that payment. However, United Statesinformation reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made outside theUnited States, if a stockholder sells Imperial Petroleum common stock, Series A Preferred Stock, Class A Warrants, Class B Warrants, Class C Warrants,Class D Warrants or Class E Warrants through a non-United States office of a broker that is a United States person or has some other contacts with theUnited States. Backup withholding is not an additional tax. Rather, a stockholder generally may obtain a refund of any amounts withheld under backupwithholding rules that exceed the stockholder’s United States federal income tax liability by filing a refund claim with the IRS. Individuals who are U.S. Holders (and to the extent specified in the applicable Treasury Regulations, certain individuals who are Non-U.S.Holders and certain United States entities) who hold “specified foreign financial assets” (as defined in Section 6038D of the Code and the applicableTreasury Regulations) are required to file IRS Form 8938 (Statement of Specified Foreign Financial Assets) with information relating to each such assetfor each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day ofthe taxable year. Specified foreign financial assets would include, among other assets, Imperial Petroleum common stock, Series A Preferred Stock,Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants or Class E Warrants, unless Imperial Petroleum common stock, Series APreferred Stock, Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants or Class E Warrants were held through an account maintainedwith a United States financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due toreasonable cause and not due to willful neglect. Additionally, the statute of limitations on the assessment and collection of United States federal incometax with respect to a taxable year for which the filing of IRS Form 8938 is required may not close until three years after the date on which IRS Form8938 is filed. U.S. Holders (including United States entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding theirreporting obligations under Section 6038D of the Code. Imperial Petroleum encourages each stockholder and warrant holder to consult with his, her or its own tax advisor as to particular taxconsequences to it of acquiring, holding and disposing of Imperial Petroleum common stock, Series A Preferred Stock, Class A Warrants, Class BWarrants, Class C Warrants, Class D Warrants or Class E Warrants, including the applicability of any state, local or foreign tax laws and any proposedchanges in applicable law. F. Dividends and Paying Agents Not applicable. G. Statement by Experts Not applicable. H. Documents on Display We are subject to the informational requirements of the Exchange Act. In accordance with these requirements, we file reports and otherinformation as a foreign private issuer with the SEC. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and informationstatements and other information regarding registrants that file electronically with the SEC. You may access our public filings with the SEC withoutcharge on this website. I. Subsidiary Information Not applicable. 118 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 121/160
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Item 11. Quantitative and Qualitative Disclosures About Market Risk Our risk management policy Our primary market risks relate to adverse movements in freight rates for product tankers and crude oil tankers and any declines that may occur inthe value of our assets which are made up primarily of product tankers and crude oil tankers. Our policy is to also continuously monitor our exposure toother business risks, including the impact of changes in interest rates, currency rates, and bunker prices on earnings and cash flows. We assess theserisks and, when appropriate, enter into derivative contracts with credit-worthy counter parties to minimize our exposure to the risks. In regard to bunkerprices, as our employment policy for our vessels has continued to be and is expected to continue with a high percentage of our fleet on spot employment,we are directly exposed for the majority of our fleet to increases in bunker fuel prices. Interest rate risk We did not have any outstanding bank debt as of December 31, 2024, as we repaid all $70.0 million of our outstanding indebtedness in the firsthalf of 2023. If, however, we again incur indebtedness in the future to finance our fleet, we would expect to be subject to market risks relating tochanges in interest rates, because we would expect such loans to be floating rate debt on which we pay interest based on SOFR plus a margin. Currentlywe have, and during 2024 we had, no interest rate swap agreements outstanding. Foreign exchange rate fluctuation We generate all of our revenues in U.S. dollars and incurred about 11.8% of our expenses in currencies other than U.S. dollars in 2024 (2023:12.0%; 2022: 8.4%). For accounting purposes, expenses incurred in other currencies are converted into U.S. dollars at the exchange rate prevailing onthe date of each transaction. Due to our relatively low percentage exposure of any particular currency other than our base currency, which is the U.S.dollar we believe that such currency movements will not otherwise have a material effect on us. As such, we do not hedge these exposures as theamounts involved do not make hedging economic. As of April 15, 2025, we have no payment obligations related to the building of vessels in currenciesother than U.S. dollars. We have not and do not intend to enter into foreign currency contracts for speculative purposes. Item 12. Description of Securities Other than Equity Securities Not Applicable. 119 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 122/160
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PART II Item 13. Defaults, Dividend Arrearages and Delinquencies Not applicable. Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds Not applicable. Item 15. Controls and Procedures a. Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the designand operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2024.Disclosure controls and procedures are defined under SEC rules as controls and other procedures that are designed to ensure that information required tobe disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported withinrequired time periods. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosedby an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including itsprincipal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding requireddisclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of humanerror and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can onlyprovide reasonable assurance of achieving their control objectives. Based on the Company’s evaluation, management concluded that the Company’s disclosure controls and procedures were effective as ofDecember 31, 2024. b. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f)and 15d-15(f) under the Exchange Act, and for the assessment of the effectiveness of internal control over financial reporting. The Company’s internalcontrol over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, inreasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance thattransactions are recorded as necessary to permit the preparation of financial statements in accordance with US GAAP, and that receipts and expendituresof the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a materialeffect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of anyevaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that thedegree of compliance with the policies or procedures may deteriorate. 120 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 123/160
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In making its assessment of the Company’s internal control over financial reporting as of December 31, 2024, management used the criteria setforth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)and evaluated the internal control over financial reporting. Management concluded that, as of December 31, 2024 the Company’s internal control over financial reporting was effective. c. Attestation Report of the Registered Public Accounting Firm. This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control overfinancial reporting. Our report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the Securitiesand Exchange Commission for “emerging growth companies” that permit us to provide only management’s report in this report. d. Changes in Internal Control Over Financial Reporting Not applicable. Item 16A. Audit Committee Financial Expert The Board has determined that George Xiradakis is an Audit Committee financial expert as defined by the U.S. Securities and ExchangeCommission and meets the applicable independence requirements of the U.S. Securities and Exchange Commission and the Nasdaq Stock Market. Item 16B. Code of Ethics We have adopted a Code of Business Conduct and Ethics, a copy of which is posted on our website, and may be viewed athttp://www.imperialpetro.com. We will also provide a paper copy free of charge upon written request by our stockholders. Stockholders may direct theirrequests to the attention of: Investor Relations, 331 Kifissias Avenue, Erithrea 14561 Athens, Greece. No waivers of the Code of Business Conduct andEthics were granted to any person during the fiscal year ended December 31, 2024. Item 16C. Principal Accountant Fees and Services Deloitte Certified Public Accountants S.A. (“Deloitte”), an independent registered public accounting firm, has audited our annual financialstatements for fiscal years ended 2022, 2023 and 2024, acting as our independent auditor since our inception in 2021. All services provided by Deloittewere pre-approved by the Audit Committee. The chart below sets forth the total amount billed and accrued for Deloitte for services performed in 2023and 2024 and breaks down these amounts by the category of service (in thousands): 2023 2024 Audit fees $237 $151 Assurance/audit related fees — — Tax fees — — All other fees — — Total $237 $151 (1) Audit fees Audit fees represent compensation for professional services rendered for (i) the audit of our annual financial statements, (ii) the review of ourquarterly financial information (iii) audit services provided in connection with filing of registration statements and related consents and comfort lettersand other audit services required for SEC or other regulatory filings. 121 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 124/160
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(2) Assurance / Audit Related Fees Deloitte did not provide any services that would be classified in this category in 2023 or 2024. (3) Tax Fees Deloitte did not provide any tax services in 2023 or 2024. (4) All Other Fees Deloitte did not provide any other services that would be classified in this category in 2023 or 2024. Non-audit services The Audit Committee of our Board of Directors has the authority to pre-approve permissible audit-related and non-audit services not prohibited bylaw to be performed by our independent auditors and associated fees. Engagements for proposed services either may be separately pre-approved by the audit committee or entered into pursuant to detailed pre-approval policies and procedures established by the audit committee, as long as the audit committee is informed on a timely basis of any engagemententered into on that basis. Approval for other permitted non-audit services has to be sought on an ad hoc basis. Where no Audit Committee meeting is scheduled within an appropriate time frame, the approval is sought from the Chairman of the AuditCommittee subject to confirmation at the next meeting. Item 16D. Exemptions from the Listing Standards for Audit Committees None. Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers On September 7, 2023, we publicly announced that our Board of Directors had authorized the repurchase of up to $10,000,000 of shares of ourcommon stock. As of April 1, 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. Shares may be purchased from time to time in open market or privately negotiated transactions, which may include derivative transactions, attimes and prices that are considered to be appropriate by the Company and the program may be discontinued at any time. The below table presentsinformation about our stock repurchases from January 1, 2024 through April 1, 2025. No share repurchases have been made since January 2024. Allpurchases have been made on the open market within the safe harbor provisions of Regulation 10b-18 under the Exchange Act. Period TotalNumber ofSharesPurchased(a) AveragePricePaid PerShare(b) TotalNumberof SharesPurchased asPart ofPubliclyAnnouncedPlans orPrograms(c) MaximumApproximateDollar Valueof Sharesthat May Yet BePurchasedUnder thePlans orPrograms(d) January 1 to 31, 2024 807,348 3.102 4,251,883 1,609,768 122 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 125/160
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During fiscal year 2024, our Chief Executive Officer, through an entity controlled by him, made purchases of shares of the Company’s CommonStock as set forth below. Period TotalNumber ofSharesPurchased(a) AveragePricePaid PerShare(b) TotalNumber ofSharesPurchased asPart ofPubliclyAnnouncedPlans orPrograms(c) MaximumApproximateDollar Valueof Sharesthat May Yet BePurchasedUnder thePlans orPrograms(d) January 2 to 4, 2024 397,035 2.8820 Item 16F. Change in Registrant’s Certifying Accountant Not Applicable. Item 16G. Corporate Governance Statement of Significant Differences Between our Corporate Governance Practices and Nasdaq Corporate Governance Standards for Non-Controlled U.S. Issuers As a foreign private issuer, we are not required to comply with certain of the corporate governance practices followed by U.S. companies underthe Nasdaq corporate governance standards. We, however, voluntarily comply with all applicable Nasdaq corporate governance standards other thanthat, (1) we have two rather than three members on our audit committee, each of whom is independent under Nasdaq and SEC rules, and (2) whileNasdaq requires listed companies to obtain prior stockholder approval for certain issuances of authorized stock in transactions not involving a publicoffering, as permitted under Marshall Islands law and our articles of incorporation and bylaws, we do not need prior stockholder approval to issue sharesof authorized stock, including under equity compensation plans such as our 2024 Equity Compensation Plan. Item 16H. Mine Safety Disclosures Not Applicable. Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. 123 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 126/160
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Item 16J. Insider Trading Policies. We have adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers andemployees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards that apply to us.A copy of our insider trading policy is filed as Exhibit 11.2 to this Annual Report on Form 20-F. In addition, with regard to our trading in our ownsecurities, it is the our policy to comply with the applicable insider trading laws, rules and regulations, and any exchange listing standards whenengaging in transactions in our securities. Item 16K. Cybersecurity Risk Management and Strategy Our company recognizes the importance of safeguarding the security of the computer systems, software, networks, and other technology assetsused in our business, both ashore and onboard our vessels. Our manager, Stealth Maritime, has implemented processes for identifying, assessing, and mitigating cybersecurity risks and, as part of anEnterprise Risk Management, or ERM, process, our manager has implemented a cybersecurity risk management program that is informed by recognizedindustry standards and frameworks and incorporates elements of the same. Our manager’s cybersecurity risk management program incorporates a number of components, including, but not limited to, information securitypolicies and operating procedures, periodic information security risk assessments and other vulnerability analyses, and ongoing monitoring of criticalrisks from cybersecurity threats using automated tools. Additionally, our manager has implemented a process to conduct cybersecurity awareness training for employees during onboarding and,thereafter, throughout the year, and conducts regular phishing simulations in an effort to raise awareness of spoofed or manipulated electroniccommunications and other cybersecurity threats. Our manager maintains a Cybersecurity Incident Response Plan, which is designed to guide responses to cyber incidents, including to mitigate andcontain any potential cybersecurity incidents that could affect its systems, network, or data. The Cybersecurity Incident Response Plan identifies theindividuals responsible for developing, maintaining, and following procedures related to cybersecurity incident response, including escalation protocols. As part of our manager’s cybersecurity risk management program, all processes around third-party vendor risk management are maintained,including a framework for managing third-party information security risks. Governance Our Board of Directors has ultimate responsibility for the oversight of cybersecurity risks and responses to cybersecurity incidents, should theyarise. The Board of Directors is informed periodically regarding the status of initiatives to further reduce cybersecurity risk by the IT function and otherfunctions as needed. The key individuals responsible for the overall assessment and day-to-day management of material risks from cybersecurity threats include theHead of Information Technology and head of the legal function at our manager Stealth Maritime. Our manager’s current Head of IT at our managerpossesses approximately 26 years of experience with information technology and cybersecurity risk management programs. Our manager’s Head of IT, alongside the head of our manager’s legal function and our Chief Financial Officer, provide quarterly reports to theBoard of Directors covering cybersecurity and other information technology risks affecting us. These reports may include reviewing our manager’scurrent infrastructure and the status of key cybersecurity initiatives, including the status of ongoing mitigation efforts, providing insights into the latestcybersecurity threats, and discussing any recent security incidents impacting similarly-situated companies. In the event of a cybersecurity incident, wehave implemented a process in which our Chief Financial Officer and the head of our manager’s legal function would report such incident to our boardof directors if the incident is determined to present critical risk to us. 124 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 127/160
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PART III Item 17. Financial Statements See Item 18 Item 18. Financial Statements Reference is made to the financial statements beginning on page F-1, which are incorporated herein by reference. Item 19. Exhibits Number Description 1.1 Restated Articles of Incorporation of the Company, as amended by Articles of Amendment, dated April 27, 2023, to Restated Articles ofIncorporation (incorporated by reference to Exhibit 1.1 to the Company’s Annual Report on Form 20-F or the fiscal year endedDecember 31, 2023 filed with the SEC on April 12, 2024) 1.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement onForm F-1 (File No. 333-262264) filed with the SEC on January 20, 2022) 1.3 Statement of Designation of 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 3.3to the Company’s Registration Statement on Form F-1 (File No. 333-262264) filed with the SEC on January 20, 2022) 1.4 Statement of Designation of Series B Preferred Stock (incorporated by reference to Exhibit 99.1 to the Company’s Report onForm 6-K filed with the SEC on October 21, 2022) 2.1 Description of Securities (incorporated by reference to Exhibit 2.1 to the Company’s Annual Report on Form 20-F or the fiscal yearended December 31, 2023 filed with the SEC on April 12, 2024) 4.1 Management Agreement between Imperial Petroleum Inc. and Stealth Maritime S.A. (incorporated by reference to Exhibit 10.1 to theCompany’s Registration Statement on Form F-1 (File No. 333-262264) filed with the SEC on January 20, 2022) 4.2.1 Warrant Agency Agreement, dated February 2, 2022, between the Company and American Stock Transfer & Trust Company, LLC(incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 6-K filed with the SEC on February 3, 2022) 4.2.2 Warrant Agency Agreement, dated March 23, 2022, between the Company and American Stock Transfer & Trust Company, LLC(incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 6-K filed with the SEC on March 23, 2022) 4.2.3 Warrant Agency Agreement, dated May 19, 2022, between the Company and American Stock Transfer & Trust Company, LLC(incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 6-K filed with the SEC on May 19, 2022) 4.3 Form of Class A Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Report on Form 6-K filed with the SEC onFebruary 3, 2022) 4.4 Form of Class B Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Report on Form 6-K filed with the SEC onMarch 23, 2022) 4.5 Form of Class C Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Report on Form 6-K filed with the SEC on May 19,2022) 4.6 Form of Class D Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 6-K filed with the SEC on June 13,2022) 125 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 128/160
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Number Description 4.7 Form of Class E Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 6-K filed with the SEC onAugust 15, 2023) 4.8 Representative’s Purchase Warrants (incorporated by reference to Exhibit 4.3 to the Company’s Report on Form 6-K filed with theSEC on March 23, 2022; Exhibit 4.5 to the Company’s Registration Statement on Form F-1 (File No. 333-263593) filed with the SECon March 16, 2022; Exhibit 4.4 to the Company’s Report on Form 6-K filed with the SEC on March 23, 2022 and Exhibit 4.3 to theCompany’s Report on Form 6-K filed with the SEC on May 19, 2022) 4.9 MoAs for acquisition of Drybulk Carriers 4.10 2021 Equity Compensation Plan (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement onForm F-1 (File No. 333-262264) filed with the SEC on January 20, 2022) 4.11 2024 Equity Compensation Plan (incorporated by reference to Exhibit 4.12 to the Company’s Annual Report on Form 20-F or thefiscal year ended December 31, 2023 filed with the SEC on April 12, 2024) 8 Subsidiaries 11.1 Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statementon Form F-1 (File No. 333-260829) filed with the SEC on November 12, 2021) 11.2 Insider Trading Policy 12.1 Certification of the Chief Executive Officer 12.2 Certification of the Chief Financial Officer 13.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as added by Section 906 of the Sarbanes-Oxley Act of2002 13.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as added by Section 906 of the Sarbanes-Oxley Act of2002 15.1 Consent of Deloitte Certified Public Accountants S.A. 97 Compensation Recovery Policy (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 20-F or the fiscalyear ended December 31, 2023 filed with the SEC on April 12, 2024) 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB Inline XBRL Taxonomy Extension Label Linkbase 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 126 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 129/160
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SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned tosign this annual report on its behalf. IMPERIAL PETROLEUM INC. By: /s/ Harry N. Vafias Name: Harry N. VafiasTitle: President and Chief Executive Officer Date: April 29, 2025 127 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 130/160
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IMPERIAL PETROLEUM INC.CONSOLIDATED FINANCIAL STATEMENTS Index to consolidated financial statements Pages Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1163) F-2 Consolidated balance sheets as of December 31, 2023 and 2024 F-3 Consolidated statements of comprehensive income for the years ended December 31, 2022, 2023 and 2024 F-4 Consolidated statements of stockholders’ equity for the years ended December 31, 2022, 2023 and 2024 F-5 Consolidated statements of cash flows for the years ended December 31, 2022, 2023 and 2024 F-6 Notes to the consolidated financial statements F-7 F-1 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 131/160
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Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders ofImperial Petroleum Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Imperial Petroleum Inc. and subsidiaries (the “Company”) as of December 31,2023 and 2024, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows, for each of the three years in theperiod ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statementspresent fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2024, and the results of its operations and itscash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the UnitedStates of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’sfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (UnitedStates) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicablerules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is notrequired to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required toobtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of theCompany’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts anddisclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for ouropinion. /s/ Deloitte Certified Public Accountants S.A. Athens, GreeceApril 29, 2025 We have served as the Company’s auditor since 2021. F-2 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 132/160
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Table of Contents Imperial Petroleum Inc.Consolidated balance sheets(Expressed in United States dollars) As of December 31,2023 As of December 31,2024 Assets Current assets Cash and cash equivalents 91,927,512 67,783,531 Time deposits 32,099,810 138,948,481 Receivable from related party (Note 3) 37,906,821 — Trade and other receivables 13,498,813 13,456,083 Other current assets (Note 12) 302,773 652,769 Inventories 7,291,123 7,306,356 Advances and prepayments 161,937 250,562 Total current assets 183,188,789 228,397,782 Non current assets Operating lease right-of-use asset — 78,761 Vessels, net (Note 4) 180,847,252 208,230,018 Investment in related party (Note 3) 12,798,500 12,798,500 Total non current assets 193,645,752 221,107,279 Total assets 376,834,541 449,505,061 Liabilities and Stockholders’ Equity Current liabilities Trade accounts payable 8,277,118 5,243,872 Payable to related parties (Note 3) 2,324,334 18,725,514 Accrued liabilities (Note 6) 3,008,500 3,370,020 Deferred income 919,116 1,419,226 Operating lease liability, current portion — 78,761 Total current liabilities 14,529,068 28,837,393 Total liabilities 14,529,068 28,837,393 Commitments and contingencies (Note 16) Stockholders’ equity Capital stock, $0.01 par value, 2,000,000,000 authorized at December 31, 2023 and 2024, 33,257,291shares issued and 29,812,755 outstanding at December 31, 2023 and 38,275,518 issued and34,023,635 outstanding at December 31, 2024 (Note 8) 332,573 382,755 Preferred stock, 200,000,000 authorized (Note 8) Preferred stock, Series A, $0.01 par value, 800,000 preferred shares authorized, 795,878 preferredshares, issued and outstanding at December 31, 2023 and 2024 (Note 8) 7,959 7,959 Preferred stock, Series B, $0.01 par value, 16,000 preferred shares authorized, 16,000 preferred shares,issued and outstanding at December 31, 2023 and 2024 (Note 8) 160 160 Treasury stock 3,444,536 and 4,251,883 shares at December 31, 2023 and 2024, respectively with a parvalue of $0.01 per share (Note 8) (5,885,727) (8,390,225) Additional paid-in capital (Note 8) 270,242,635 282,642,357 Retained earnings 97,607,873 146,024,662 Total stockholders’ equity 362,305,473 420,667,668 Total liabilities and stockholders’ equity 376,834,541 449,505,061 The accompanying notes are an integral part of these consolidated financial statements. F-3 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 133/160
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Table of Contents Imperial Petroleum Inc.Consolidated statements of comprehensive income(Expressed in United States dollars) For the years ended December 31, 2022 2023 2024 Revenues Revenues (Note 12) 97,019,878 183,725,820 147,479,980 Total revenues 97,019,878 183,725,820 147,479,980 Expenses / (income) Voyage expenses 32,604,893 60,276,962 50,168,529 Voyage expenses – related party (Note 3) 1,202,449 2,253,979 1,856,361 Vessels’ operating expenses (Note 13) 16,227,636 25,295,851 26,044,734 Vessels’ operating expenses – related party (Notes 3, 13) 165,500 346,583 328,000 Dry-docking costs 1,890,247 6,551,534 1,691,361 Management fees – related party (Note 3) 1,045,640 1,606,440 1,672,440 General and administrative expenses (including $296,274, $465,176 and $490,054 to related party)(Note 3) 1,773,590 4,934,468 4,894,070 Depreciation (Note 4) 12,290,463 15,629,116 16,991,900 Other operating income (Note 14) — — (1,900,000) Impairment loss (Note 1, 4) — 8,996,023 — Net gain on sale of vessel – related party (Note 3) — (8,182,777) — Net loss on sale of vessel (Note 4) — — 1,589,702 Total expenses, net 67,200,418 117,708,179 103,337,097 Income from operations 29,819,460 66,017,641 44,142,883 Other (expenses) / income Interest and finance costs (1,610,145) (1,821,908) (16,269) Interest expense – related party (Note 3) — — (382,051) Interest income 1,290,059 4,470,396 6,668,877 Interest income – related party (Note 3) — 1,363,360 1,636,640 Dividend income from related party (Note 3) — 404,167 762,500 Foreign exchange gain / (loss) 11,554 700,346 (2,654,808) Other (expenses) / income, net (308,532) 5,116,361 6,014,889 Net income 29,510,928 71,134,002 50,157,772 Earnings per share attributable to common shareholders — basic (Note 11) 2.89 3.22 1.54 Earnings per share attributable to common shareholders — diluted (Note 11) 2.88 2.93 1.40 Weighted average number of shares, basic 8,559,000 18,601,539 29,933,920 Weighted average number of shares, diluted 8,593,575 22,933,671 33,010,419 The accompanying notes are an integral part of these consolidated financial statements. F-4 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 134/160
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Table of Contents Imperial Petroleum Inc.Consolidated statements of stockholders’ equity(Expressed in United States dollars) Capital stock Treasury stock Preferred stock AdditionalPaid-inCapital(Note 8) (AccumulatedDeficit)/RetainedEarnings Number ofShares(Note 8) Amount(Note 8) Number ofShares(Note 8) Amount(Note 8) Number ofShares(Note 8) Amount(Note 8) Total Balance, January 1, 2022* 318,351 3,184 — — 795,878 7,959 97,206,257 (471,557) 96,745,843 Issuance of common stock (including the exercise of warrants)net of issuance costs 12,463,531 124,635 — — — — 156,696,839 — 156,821,474 Issuance of restricted shares and stock based compensation 190,476 1,905 — — — — 115,351 — 117,256 Issuance of Series B preferred shares — — — — 16,000 160 199,840 — 200,000 Net income — — — — — — — 29,510,928 29,510,928 Deemed dividend on warrant inducement ($1.42 per share)(Note 8) — — — — — — — (2,943,675) (2,943,675) Incremental fair value of the class D warrants (Note 8) — — — — — — — 2,943,675 2,943,675 Dividends declared on Series A preferred shares ($2.19 perpreferred share) — — — — — — (1,305,737) (435,246) (1,740,983) Balance December 31, 2022* 12,972,358 129,724 — — 811,878 8,119 252,912,550 28,604,125 281,654,518 Issuance of common stock (including the exercise of warrants)net of issuance costs 11,767,579 117,676 — — — — 27,460,093 — 27,577,769 Stock repurchase — — (3,444,536) (5,885,727) — — — — (5,885,727) Warrants repurchase — — — — — — (1,521,738) — (1,521,738) Issuance of restricted shares and stock based compensation 1,585,311 15,853 — — — — 2,419,002 — 2,434,855 Dividends declared on Series A preferred shares ($2.19 perpreferred share) — — — — — — — (1,740,983) (1,740,983) Dividends declared on Series C preferred shares ($28.06 perpreferred share) (Note 9) — — — — — — — (389,271) (389,271) Conversion of Series C preferred shares (Note 9) 6,932,043 69,320 — — — — 9,930,680 6,507,789 16,507,789 Deemed dividends on Series C preferred shares ($0.94 perpreferred share) (Note 9) — — — — — — — (6,507,789) (6,507,789) Net income — — — — — — — 71,134,002 71,134,002 Distribution of net assets of C3is — — — — — — (20,957,952) — (20,957,952) Balance, December 31, 2023 33,257,291 332,573 (3,444,536) (5,885,727) 811,878 8,119 270,242,635 97,607,873 362,305,473 Exercise of warrants 4,300,000 43,000 — — — — 8,534,822 — 8,577,822 Stock repurchase — — (807,347) (2,504,498) — — — — (2,504,498) Issuance of restricted shares and stock based compensation 421,352 4,213 — — — — 3,392,869 — 3,397,082 Dividends declared on series A preferred shares ($2.19 perpreferred share) — — — — — — — (1,740,983) (1,740,983) Net income — — — — — — — 50,157,772 50,157,772 Exercise of stock options 296,875 2,969 — — — — 472,031 — 475,000 Balance, December 31, 2024 38,275,518 382,755 (4,251,883) (8,390,225) 811,878 8,119 282,642,357 146,024,662 420,667,668 * Adjusted to reflect the reverse stock split effect on April 28, 2023 (see Note 1 and 8) The accompanying notes are an integral part of these consolidated financial statements. F-5 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 135/160
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Table of Contents Imperial Petroleum Inc.Consolidated statements of cash flows(Expressed in United States dollars) For the years ended December 31, 2022 2023 2024 Cash flows from operating activities: Net income for the year 29,510,928 71,134,002 50,157,772 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 12,290,463 15,629,116 16,991,900 Amortization of deferred finance charges 94,007 474,039 — Noncash lease expense — 62,609 71,237 Shared based compensation 117,256 2,434,855 3,397,082 Impairment loss — 8,996,023 — Net gain on sale of vessel - related party — (8,182,777) — Net loss on sale of vessel — — 1,589,702 Unrealized foreign exchange (gain)/loss on time deposits — (426,040) 1,983,810 Dividends income from related party — (404,167) — Changes in operating assets and liabilities: (Increase)/decrease in Trade and other receivables (6,497,828) (6,477,912) 42,730 Other current assets (240,002) (62,771) (349,996) Inventories (5,248,577) (1,908,513) (15,233) Changes in operating lease liabilities — (62,609) (71,237) Advances and prepayments (22,364) (181,990) (88,625) Due from related party — (2,940,967) 2,206,821Increase/(decrease) in Trade accounts payable 6,685,211 118,523 (2,173,926) Due to related parties 2,105,698 — 3,091,759 Accrued liabilities 1,495,632 1,383,841 361,520 Deferred income 607,638 (54,903) 500,110 Net cash provided by operating activities 40,898,062 79,530,359 77,695,426 Cash flows from investing activities: Dividends income received — 241,667 — Proceeds from sale of vessel, net — 3,865,890 41,153,578 Acquisition and improvement of vessels (118,678,560) (28,145,103) (74,672,266) Purchase of bank time deposits (68,000,000) (167,501,480) (259,603,451) Maturity of bank time deposits — 203,827,710 150,770,970 Proceeds from seller financing — — 35,700,000 Net cash (used in)/provided by investing activities (186,678,560) 12,288,684 (106,651,169) Cash flows from financing activities: Proceeds from issuance of Series B preferred shares 200,000 — — Proceeds from exercise of stock options — — 475,000 Proceeds from equity offerings 168,001,415 29,070,586 — Proceeds from warrants exercise — — 8,600,000 Stock issuance costs (11,179,941) (1,492,817) — Issuance costs on warrants exercise — — (22,178) Stock repurchase — (5,885,727) (2,504,498) Warrants repurchase — (1,521,738) — Deferred finance charges paid (404,633) — — Customer deposits paid (368,000) — — Dividends paid on preferred shares (1,740,983) (2,130,254) (1,736,562) Loan repayments (5,354,000) (70,438,500) — Proceeds from long-term debt 47,792,500 — — Cash retained by C3is Inc. at spin off — (5,000,000) — Net cash provided by/(used in) financing activities 196,946,358 (57,398,450) 4,811,762 Net increase/(decrease) in cash, cash equivalents and restricted cash 51,165,860 34,420,593 (24,143,981) Cash, cash equivalents and restricted cash at the beginning of the year 6,341,059 57,506,919 91,927,512 Cash, cash equivalents and restricted cash at the end of the year 57,506,919 91,927,512 67,783,531 Supplemental cash flow information: Interest paid 898,368 1,735,054 — Non cash investing activity – Vessel improvements included in liabilities — 859,320 — Non cash investing and financing activity – Part payment of vessel acquisition through issuance of Series C Preferred Shares — 10,000,000 — Non cash investing activity – Dividend on Series A Perpetual Convertible Preferred shares included in investment in relatedparty — 162,500 — Non cash investing activity – Vessel acquisition included in payable to related parties — — 13,305,000 Non cash investing activity – Seller financing included in receivables from related party — 35,700,000 — Non cash financing activity – Dividend on Series A Preferred Shares included in payable to related parties — — 4,421 Distribution of net assets of C3is Inc. to shareholders and warrant holders — 20,957,952 — Reconciliation of cash, cash equivalents and restricted cash Cash and cash equivalents 50,901,092 91,927,512 67,783,531 Restricted cash, current 1,005,827 — — Restricted cash, non-current 5,600,000 — — Total cash, cash equivalents and restricted cash shown in the statements of cash flows 57,506,919 91,927,512 67,783,531 The accompanying notes are an integral part of these consolidated financial statements. F-6 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 136/160
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Table of Contents Imperial Petroleum Inc.Notes to the consolidated financial statements(Expressed in United States dollars) 1. General Information and Basis of Presentation Imperial Petroleum Inc. (“Imperial”) was formed by StealthGas Inc (the “former Parent Company”) on May 14, 2021 under the laws of theRepublic of the Marshall Islands. Initial share capital of Imperial consisted of 33 common shares. StealthGas Inc. separated its crude and product tankersby transferring to Imperial its interest in 4 subsidiaries, Clean Power Inc., MR Roi Inc., King of Hearts Inc. and Tankpunk Inc. (the “Subsidiaries”), eachowning one tanker. The transfer was completed on November 10, 2021 in exchange for 318,318 newly issued common shares and 795,878 SeriesA 8.75% Preferred Shares (the “Series A Preferred Shares”) in Imperial. On December 3, 2021, StealthGas Inc. distributed the 318,351 common sharesand 795,878 8.75% Series A Preferred Shares (with a liquidation preference of $25.00 per share) in Imperial to holders of StealthGas Inc.’s commonstock on a pro rata basis (the “2021 Spin-Off”). The accompanying consolidated financial statements include the accounts of Imperial and its wholly owned subsidiaries (collectively, the“Company”) using the historical carrying costs of the assets and the liabilities of the Subsidiaries from their dates of incorporation until their dates ofdisposal, if any. On June 21, 2023, the Company completed the spin-off transaction (the “Spin-off”) of its wholly-owned subsidiary C3is Inc. (“C3is”), which wasformed by the Company in July 2022. Prior to the Spin-off, Imperial received all issued and outstanding common shares and all 600,000 5.00% Series APerpetual Convertible Preferred shares of C3is (Note 3) in exchange for the contribution to C3is of the entities owning Imperial’s two Handysizedrybulk carriers, “Eco Bushfire” and “Eco Angelbay” together with $5,000,000 in cash as working capital. Imperial, as the sole shareholder of C3is,distributed the common shares it held in C3is to the Company’s stockholders and warrant holders in accordance with the terms of the Company’soutstanding warrants on a pro rata basis on June 21, 2023. Common shares of C3is commenced trading on June 21, 2023 on the Nasdaq Capital Marketunder the ticker symbol “CISS”. Imperial Inc. continues to operate in the tanker and dry bulk shipping market and remains a publicly traded company. The assets and liabilities of C3is on June 21, 2023, were as follows: June 21, 2023 Cash and cash equivalents 5,000,000 Trade and other receivables 877,202 Inventories 124,813 Advances and prepayments 192,961 Due from related party 188,750 Vessels, net (after impairment of $8,996,023) 28,500,000 Trade accounts payable 816,187 Accrued and other liabilities 357,647 Deferred income 115,940 Net assets of C3is distributed to stockholders and warrantholders 33,593,952 Less investment in preferred shares of C3is issued as part of Spin-off (12,636,000) Distribution of net assets of C3is to stockholders and warrantholders 20,957,952 At December 31, 2024, the Company’s fleet was comprised of 11 vessels consisting of 6 medium range (M.R.) type Product tankers, 2 Suezmaxcrude oil tankers and 3 Handysize drybulk carriers providing worldwide marine transportation services under long, medium or short-term charters. F-7 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 137/160
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Table of Contents The Company’s vessels are managed by Stealth Maritime Corporation S.A. (the “Manager”), a company controlled by members of the family ofthe Company’s Chief Executive Officer. The Manager, a related party, was incorporated in Liberia and registered in Greece on May 17, 1999 under theprovisions of law 89/1967, 378/1968 and article 25 of law 27/75 as amended by article 4 of law 2234/94. (Note 3). At December 31, 2024, the Company held 100% interest in the below companies. Company Date ofIncorporation Name of VesselOwned bySubsidiary Dead WeightTonnage(“dwt”) AcquisitionDate DisposalDate Clean Power Inc. 5/2/2007 Magic Wand 47,000 9/1/2008 — MR Roi Inc. 5/2/2007 Clean Thrasher 47,000 27/2/2008 — King of Hearts Inc. 17/3/2008 Clean Sanctuary 46,000 14/7/2009 — Nirvana Product Trading Inc 25/2/2022 Clean Nirvana 50,000 28/3/2022 — Volume Jet Trading Inc. 25/2/2022 Clean Justice 46,000 31/5/2022 — Intercontinental Crude and Product Enterprises Inc. 18/5/2022 Suez Enchanted 160,000 3/6/2022 — Petroleum Trading and Shipping Inc. 21/4/2022 Suez Protopia 160,000 3/6/2022 — Haven Exotic Trading Inc. 31/1/2023 Eco Wildfire 33,000 28/3/2023 — Blue Oddysey International Inc. 31/1/2023 Glorieuse 38,000 27/3/2023 — Aquatic Success International Inc. 6/9/2023 Aquadisiac 51,000 18/2/2024 — Alpine Hydrocarbons Inc. 6/9/2023 Gstaad Grace II* 113,000 28/2/2024 26/4/2024 Poseidonas Corporation Inc. 20/5/2024 Neptulus 33,000 24/8/2024 — Tankpunk Inc. 6/1/2008 Stealth Berana* 115,804 26/7/2010 14/7/2023 Imperial Petroleum Product Solutions Inc.** 20/5/2024 — — — — Artemisia Commodities Inc.*** 13/9/2024 — — — — Aurelia World Transports Inc. *** 13/9/2024 — — — — Guinevere Dry Cargoes Inc.*** 13/9/2024 — — — — Edrys Shipments Inc.*** 13/9/2024 — — — — Ophelia Grain Inc.*** 13/9/2024 — — — — Laurentia Bulk Inc.*** 13/9/2024 — — — — Sapphira Wheat Inc.*** 13/9/2024 — — — — * These vessels were sold on April 26, 2024, and on July 14, 2023 (Note 3), respectively, and the vessel owning companies became dormant.** The product tanker vessel “Clean Imperial” owned by Imperial Petroleum Product Solutions Inc. was delivered to the Company on January 10,2025*** Companies are associated with the acquisition of seven Japanese built bulkers that are scheduled for delivery by May 2025 (Note 3). Effective as of the opening of trading on April 28, 2023, the Company effected a one-for-fifteen reverse stock split of its shares of common stock.The reverse stock split affected all outstanding shares of common stock. No fractional shares were issued in connection with the reverse split.Stockholders who would otherwise hold a fractional share of the Company’s common stock received a cash payment in lieu of such fractional share.Furthermore, in connection with the reverse stock split, the exercise price of the Company’s outstanding warrants at that date increased and the numberof shares issuable upon their exercise decreased in accordance with their terms. In addition, the conversion price of the Company’s Series C CumulativeConvertible Perpetual Preferred Shares was proportionately adjusted in accordance with their terms (Note 9). The par value and other terms of theCompany’s shares of common stock were not affected by the reverse stock split. F-8 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 138/160
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Table of Contents During 2022, 2023 and 2024 two, one and two charterers, respectively, accounted for 10% or more of the Company’s revenues. Year ended December 31, Charterer 2022 2023 2024 A — 21% — B 16% — 10% C — — 11% D 17% — — 2. Significant Accounting Policies Principles of Consolidation: The accompanying consolidated financial statements have been prepared in accordance with accounting principlesgenerally accepted in the United States of America (“US GAAP”) and include the accounts of Imperial Petroleum Inc. and its subsidiaries referred to inNote 1 from their date of incorporation/ acquisition and until their date of disposal. All inter-company balances and transactions have been eliminatedupon consolidation. Use of Estimates: The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management tomake estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date ofthe financial statements and the reported amounts of revenues and expenses recognized during the reporting period. Actual results could differ fromthose estimates. Other comprehensive (loss) / income: The Company has no other comprehensive (loss) / income and accordingly comprehensive (loss) / incomeequals net (loss) / income for all periods presented. As such, no statement of comprehensive (loss) / income has been presented. Foreign Currency Translation: The functional currency of the Company is the U.S. Dollar because the Company’s vessels operate ininternational shipping markets, which utilize the U.S. Dollar as the functional currency. The accounting books of the Company are maintained inU.S. Dollars. Transactions involving other currencies are converted into U.S. Dollars using the exchange rates in effect at the time of the transactions. Atthe balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated to reflect the period end exchangerates. Resulting gains or losses are separately reflected in the accompanying consolidated statements of comprehensive income. Cash and Cash Equivalents: The Company considers highly liquid investments such as time deposits and certificates of deposit with originalmaturity of three months or less to be cash equivalents. Time Deposits: Time deposits held with banks with original maturities longer than three months are classified and presented as Time Deposits. Inthe event remaining maturities are shorter than 12 months, such deposits are classified as current assets; if original maturities are longer than 12 months,such deposits are classified as non-current assets. Restricted Cash: Restricted cash mainly reflects deposits with certain banks that can only be used to pay loan installments or which are requiredto be maintained as a certain minimum cash balance per mortgaged vessel or funds held in escrow. In the event that the obligation relating to such fundsis expected to be terminated within the next twelve months, these funds are classified as current assets; otherwise they are classified as non-currentassets. Trade Receivables: The amount shown as trade receivables includes estimated recoveries from charterers for hire, freight and demurrage billings,net of allowance for doubtful accounts. At each balance sheet date, all F-9 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 139/160
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Table of Contents potentially un-collectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts. No provisionfor doubtful accounts was required for any of the periods presented. Inventories: Inventories consist of bunkers (for vessels under voyage charter or on ballast or idle) and lubricants which are stated at the lower ofcost and net realizable value. The cost is determined by the first-in, first-out method. The Company considers victualing and stores as being consumedwhen purchased and, therefore, such costs are expensed when incurred. Vessels, net: Vessels, net are stated at cost less depreciation and impairment, if any. Cost consists of the contract price less discounts and anymaterial expenses incurred upon acquisition (initial repairs, improvements, acquisition and expenditures made to prepare the vessel for its initialvoyage). Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase theearning capacity or improve the efficiency or safety of the vessels, or otherwise are charged to expenses as incurred. Impairment or Disposal of Long-lived Assets: Impairment charges are recorded for long-lived assets used in operations when indicators ofimpairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators ofimpairment are present, the Company performs an analysis of the anticipated undiscounted future net cash flows of the related vessels, quarterly. If thecarrying value of the related asset exceeds the undiscounted cash flows, the carrying value is reduced to its fair value and the difference is recorded as animpairment loss in the consolidated statements of comprehensive income. Various factors including anticipated future charter rates, estimated scrapvalues, future dry-docking costs and estimated vessel operating costs are included in this analysis. These factors are based on historical trends as well asfuture expectations. Undiscounted cash flows are determined by considering the revenues from existing charters for those vessels that have long termemployment and when there is no charter in place the estimates based on historical average rates for the respective class of vessel. Vessels’ Depreciation: The cost of each of the Company’s vessels is depreciated on a straight-line basis over the vessel’s remaining economicuseful life, after considering the estimated residual value. Management estimates the useful life of each of the Company’s vessels to be 25 years, fromthe date of their construction. Segment Reporting: The Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), receives financial information andevaluates the Company’s operations by total charter revenues and not by the type of vessel, length of vessel employment, customer or type of charter.The CODM does not use discrete financial information to evaluate the operating results each such type of charter or vessel but is instead regularlyprovided with only the consolidated expenses as noted on the face of the consolidated statements of comprehensive income. Although revenue can beidentified for these types of charters or vessels, management cannot and does not identify expenses, profitability or other financial information for thesevarious types of charters or vessels. As a result, management, including the CODM, reviews operating results solely by revenue per day and operatingresults of the fleet and the CODM assesses performance for the vessel operations and decides how to allocate resources based on consolidated netincome. Thus, the Company has determined that it operates under one reportable segment as well as one operating segment. Furthermore, when theCompany charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, the disclosure of geographical information isimpracticable. Accounting for Special Survey and Dry-docking Costs: Special survey and dry-docking costs are expensed in the period incurred. Accounting for Revenue and Related Expenses: The Company generates revenues from charterers for the charter hire of its vessels. Vessels arechartered on time charters, bareboat charters or voyage charters. F-10 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 140/160
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Table of Contents A time charter is a contract for the use of a vessel for a specific period of time and a specified daily charter hire rate, which is generally payable inadvance. Operating costs incurred for running the vessel such as crew costs, vessel insurance, repairs and maintenance and lubricants are paid for by theCompany under time charter agreements. A time charter generally provides typical warranties and owner protective restrictions. The performanceobligations in a time charter are satisfied over the term of the contract beginning when the vessel is delivered to the charterer until it is redelivered backto the owner of the vessel. Some of the Company’s time charters may also contain profit sharing provisions, under which the Company can realizeadditional revenues in the event that spot rates are higher than the base rates in these time charters. A bareboat charter is a contract in which the vesselowner provides the vessel to the charterer for a fixed period of time at a specified daily rate, which is generally payable in advance, and the charterergenerally assumes all risks and costs of operation during the bareboat charter period. The Company’s time charter and bareboat contracts are classifiedas operating leases pursuant to Accounting Standards Codification (“ASC”) 842 – Leases, because (i) the vessel is an identifiable asset (ii) the owner ofthe vessel does not have substantive substitution rights and (iii) the charterer has the right to control the use of the vessel during the term of the contractand derives the economic benefits from such use. Time charter and bareboat revenues are recognized when a charter agreement exists, the vessel is madeavailable to the charterer and collection of the related revenue is reasonably assured. Time charter and bareboat charter revenues are recognized asearned on a straight-line basis over the term of the charter as service is provided. Revenues from profit sharing arrangements in time charters arerecognized in the period earned. Under time charter agreements, all voyages expenses, except commissions are assumed by the charterer. Underbareboat charter agreements, the charterer further assumes all vessel operating expenses, dry-docking expenses and risk of operation. The Company elected to make use of a practical expedient for lessors, not to separate the lease and non-lease components included in the timecharter revenue but rather to recognize operating lease revenue as a combined single lease component for all time charter contracts as the related leasecomponent, the hire of a vessel, and the non-lease component, the fees for operating and maintaining the vessel, have the same timing and pattern oftransfer (both the lease and non-lease components are earned by passage of time) and the predominant component is the lease. A voyage charter is a contract in which the vessel owner undertakes to transport a specific amount and type of cargo on a load port-to-dischargeport basis, subject to various cargo handling terms. The Company accounts for a voyage charter when all the following criteria are met: (1) the parties tothe contract have approved the contract in the form of a written charter agreement and are committed to perform their respective obligations, (2) theCompany can identify each party’s rights regarding the services to be transferred, (3) the Company can identify the payment terms for the services to betransferred, (4) the charter agreement has commercial substance (that is, the risk, timing, or amount of the Company’s future cash flows is expected tochange as a result of the contract) and (5) it is probable that the Company will collect substantially all of the consideration to which it will be entitled inexchange for the services that will be transferred to the charterer. The Company determined that its voyage charters consist of a single performanceobligation, which is to provide the charterer with an integrated transportation service within a specified time period, and is met evenly as the voyageprogresses and begins to be satisfied once the vessel is ready to load the cargo. The voyage charter party agreement generally has a demurrage/despatchclause according to which, in the case of demurrage the charterer reimburses the vessel owner for any potential delays exceeding the allowed lay-time asper the charter party clause at the ports visited which is recorded as demurrage revenue, while in the case of despatch, the owner reimburses thecharterer for the earlier discharging of the cargo from the agreed time. In addition, the Company has concluded that a contract for a voyage charter meetsthe criteria to recognize revenue over time because the charterer simultaneously receives and consumes the benefits of the Company’s performance asthe Company performs. Therefore, since the Company’s performance obligation under each voyage contract is met evenly as the voyage progresses,revenues from voyage charters are recognized on a straight-line basis over the voyage duration which commences once the vessel is ready to load thecargo and terminates upon the completion of the discharge of the cargo. Demurrage/despatch revenues/expenses are recognized when the amount can beestimated and its collection/payment is probable. In voyage charters, vessel operating and voyage expenses are paid for by the Company. The voyage F-11 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 141/160
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Table of Contents charters are considered service contracts which fall under the provisions of ASC 606 because the Company retains control over the operations of thevessels such as the routes taken or the vessels’ speed. Deferred income mainly represents cash received for undelivered performance obligations. The portion of the deferred revenue that will be earnedwithin the next twelve months is classified as current liability and the remaining as long-term liability. Vessel voyage expenses are direct expenses to voyage revenues and primarily consist of brokerage commissions, port expenses, canal dues andbunkers. Brokerage commissions are paid to shipbrokers and the Manager for their time and efforts for negotiating and arranging charter partyagreements on behalf of the Company and expensed over the related charter period and all the other voyage expenses are expensed as incurred exceptfor expenses during the ballast portion of the voyage. Any expenses incurred during the ballast portion of the voyage (period between the contract dateand the date of the vessel’s arrival to the load port) such as bunker expenses, canal tolls and port expenses are deferred and are recognized on a straight-line basis, in voyage expenses, over the voyage duration as the Company satisfies the performance obligations under the contract provided these costsare (1) incurred to fulfill a contract that the Company can specifically identify, (2) able to generate or enhance resources of the company that will beused to satisfy performance of the terms of the contract, and (3) expected to be recovered from the charterer. These costs are considered ‘contractfulfillment costs’ and are included in ‘other current assets’ in the accompanying consolidated balance sheets. Vessel operating expenses comprise all expenses relating to the operation of the vessel, including crewing, repairs and maintenance, insurance, stores,lubricants and other operating expenses. Vessel operating expenses are expensed as incurred. Equity Compensation Plan: Share-based compensation includes vested and non-vested shares and options to purchase common shares that maybe granted to employees of the Company, to employees of the Manager and to non-employee directors, for their services as directors and is includedin General and administrative expenses in the consolidated statements of comprehensive income. These shares are measured at their fair value. The fairvalue of the restricted shares is equal to the market value of the Company’s common stock on the grant date. The fair value of each option to purchase acommon share granted is estimated on the date of the grant using the Black-Scholes option pricing model. The shares that do not contain any futureservice vesting conditions are considered vested shares and the total fair value of such shares is recognized in full on the grant date. The restricted sharesand the options to purchase common shares that contain a time-based service vesting condition are considered non-vested on the grant date and a totalfair value of such awards is recognized over the vesting period on a straight-line basis over the requisite service period for each separate portion of theaward as if the award was, in substance, multiple awards (graded vesting attribution method). The fair value is recognized (as compensation expense)over the requisite service period for all awards that vest. The Company accounts for forfeitures as they occur. Dividends: Dividends on cumulative preferred shares are recorded when declared. Dividends are recorded in equity against retained earnings tothe extent there are retained earnings on the date of recording, while any shortfall is recorded in additional paid-in capital. Earnings per common share: Basic earnings per common share are computed under the two-class method by dividing net income by theweighted average number of common shares outstanding during the period. Dividends on cumulative redeemable perpetual preferred shares reduce theincome available to common shareholders, (whether or not earned). Diluted earnings per common share, reflect the potential dilution that could occur ifsecurities or other contracts to issue common stock were exercised. Dilution is computed by either the treasury stock method or the two–class method,whichever results in the more dilutive effect. Under the treasury stock method, all of the Company’s dilutive securities are assumed to be exercised orconverted and the proceeds used to repurchase common shares at the weighted average market price of the Company’s common stock during therelevant periods. The incremental shares (the difference between the number of shares assumed F-12 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 142/160
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Table of Contents issued and the number of shares assumed purchased) are included in the denominator of the diluted earnings per share computation to the extent theseare not anti-dilutive. Offering costs: Expenses directly attributable to an equity offering are deferred and set off against the proceeds of the offering within paid-incapital, unless the offering is aborted, in which case they are written-off and charged to earnings. Distinguishing Liabilities from Equity: The Company follows the provisions of ASC 480 “Distinguishing liabilities from equity” and ASC 815“Derivatives and Hedging” to determine the classification of certain freestanding financial instruments as either liabilities or equity. ASC 480 requiresthat a warrant which contains an obligation that may require the issuer to redeem the shares in cash, be classified as a liability and accounted for at fairvalue. The Company further analyses the key features of the warrants and examines whether certain of these features affect their classification underASC 815. Investment in related party (Financial Instruments, Recognition and Measurement): The Company has elected to measure equity securitieswithout a readily determinable fair value, that do not qualify for the practical expedient in ASC 820 Fair Value Measurement to estimate fair value usingthe Net Asset Value (“NAV”) per share (or its equivalent), at its cost minus impairment, if any. At each reporting period, the Company also evaluatesindicators such as the investee’s performance and its ability to continue as going concern and market conditions, to determine whether an investment isimpaired in which case, the Company will estimate the fair value of the investment to determine the amount of the impairment loss. Stock and warrant repurchases: The Company records the repurchase of its common shares and warrants at cost. The Company’s commonshares repurchased for retirement are immediately cancelled and the Company’s common stock is accordingly reduced. Any excess of the cost of theshares over their par value is allocated in additional paid-in capital, in accordance with ASC 505-30-30, Treasury Stock. For warrants repurchased, if theinstrument is classified as equity, any cash paid in the settlement is recorded as an offset to additional paid-in capital. The Company’s warrants are allclassified as equity. Recent Accounting Pronouncements: In November 2023, the FASB issued ASU 2023-07, which requires the disclosure of significant segment expenses that are part of an entity’ssegment measure of profit or loss and regularly provided to the chief operating decision maker. In addition, it adds or makes clarifications to othersegment-related disclosures, such as clarifying that the disclosure requirements in ASC 280 are required for entities with a single reportable segment andthat an entity may disclose multiple measures of segment profit and loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023and interim periods beginning after December 15, 2024. The Company adopted ASU 2023-07 as of January 1, 2024 and its adoption had limited impacton the Company’s disclosures and there was no impact on the Company’s financial position or results of operations. In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense DisaggregationDisclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. The standard is intended to require more detailed disclosure aboutspecified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented onthe face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal yearsbeginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively to financial statements issued forreporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements. The Company iscurrently assessing the impact this standard will have on its consolidated financial statements. F-13 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 143/160
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Table of Contents 3. Transactions with Related Parties The Manager provides the vessels with a wide range of shipping services such as chartering, technical support and maintenance, insurance,consulting, financial and accounting services, for a fixed daily fee of $440 per vessel operating under a voyage or time charter or $125 per vesseloperating under a bareboat charter (the “Management fees”) and a brokerage commission of 1.25% on freight, hire and demurrage per vessel (the“Brokerage commissions”), as per the management agreement between the Manager and the Company. In addition, the Manager arranges forsupervision onboard the vessels, when required, by superintendent engineers and when such visits exceed a period of five days in a twelve month period,an amount of $500 is charged for each additional day (the “Superintendent fees”). The Manager also provides crew management services to the Company’s vessels. These services have been subcontracted by the Manager to anaffiliated ship-management company, Hellenic Manning Overseas Inc. (ex. Navis Maritime Services Inc.). The Company pays to the Manager a fixedmonthly fee of $2,500 per vessel for crew management services (the “Crew management fees”). The Manager also acts as a sales and purchase broker for the Company in exchange for a commission fee equal to 1% of the gross sale or purchaseprice of vessels or companies. The commission fees relating to vessels purchased (“Commissions – vessels purchased”) are capitalized to the cost of thevessels as incurred. The commission fees relating to vessels sold (“Commissions – vessels sold”) are included in the consolidated statements ofcomprehensive income. In addition to management services, the Company reimburses the Manager for the compensation of its executive officers (the “Executivecompensation”). Furthermore, the Company rents office space from the Manager and incurs a rental expense (the “Rental expense”). On February 14, 2023, the Company entered into memoranda of agreement with companies affiliated with members of the family of theCompany’s Chief Executive Officer for the acquisition of the vessels “Glorieuse” and “Eco Wildfire” for a total consideration of $35,500,000 (Note 4).The vessels were delivered to the Company on March 27, 2023 and March 28, 2023, respectively. The aggregate purchase price of $18,500,000 of thevessel Glorieuse comprised of $8,500,000 in cash and 13,875 Series C Cumulative Convertible Perpetual Preferred Shares (“Series C Preferred Shares”)(Note 9). On June 21, 2023, the Company completed the Spin-off (Note 1), and received 600,000 Series A Perpetual Convertible Preferred shares of C3is,having a liquidation preference of $25 per share and a par value of $0.01 per share. The Company is the holder of all of the issued and outstandingSeries A Perpetual Convertible Preferred share of C3is (Note 1). The Series A Perpetual Convertible Preferred shares entitle the Company to a number ofvotes equal to the number of C3is common shares into which the shares are then convertible multiplied by 30 provided however, that voting rights maynot be exercised pursuant to Series A Perpetual Convertible Preferred shares that would result in the aggregate voting power of any beneficial owner ofsuch shares and its affiliates (whether pursuant to ownership of Series A Perpetual Convertible Preferred shares, C3is’ common shares or otherwise)exceeding 49.99% of the total number of votes eligible to be cast on any matter submitted to a vote of shareholders. The Series A Perpetual ConvertiblePreferred are convertible into common stock of C3is at the Company’s option at any time and from time to time on or after the date that is the date 90days following the issuance date, at a conversion price equal to 150% of the VWAP of C3is common shares over the five consecutive trading day periodcommencing on the issuance date. The conversion price has been adjusted to the lowest price of issuance of common stock by C3is in any registeredoffering of common stock of C3is after the original issuance of Series A Perpetual Convertible Preferred shares. Furthermore, Imperial is entitled toreceive cumulative cash dividends, at the annual rate of 5.00% on the stated amount of $25 per share, of the 600,000 Series A Perpetual ConvertiblePreferred shares, receivable quarterly in arrears on the 15th day of January, April, July and October in each year, subject to C3is’s Board of Directorsapproval. The Company recognized for the period from June 21, 2023 to December 31, 2023, the amount of $404,167 and for the year F-14 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 144/160
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Table of Contents ended December 31, 2024 the amount of $762,500, which are presented in ‘Dividend income from related party’ in the accompanying consolidatedstatements of comprehensive income. As there was no observable market for the Series A Perpetual Convertible Preferred shares, these were recorded at $12,636,000, being the fairvalue of the shares determined through Level 3 inputs of the fair value hierarchy by taking into consideration a third-party valuation based on theincome approach taking into account the present value of the future cash flows the Company expects to receive from holding the equity instrument. Investment in related party was initially measured at fair value which is deemed to be the cost and subsequently assessed for the existence of anyobservable market for the Series A Perpetual Convertible Preferred shares and any observable price changes for identical or similar investments as wellas the existence of any indications for impairment. As per the Company’s assessment no such case was identified as at December 31, 2023 and 2024. The valuation methodology applied comprised the bifurcation of the value of the Series A Perpetual Convertible Preferred shares in threecomponents namely, the “straight” preferred stock component, the embedded option component and the control premium component. The mean of thesum of the three components was used to estimate the value for the Series A Perpetual Convertible Preferred shares at $12,636,000. The valuationmethodology and the significant other observable inputs used for each component are set out below: Valuation technique Significant other observable input Values “Straight” Preferred Stock component Discounted Cash Flow Model - Weighted average cost of capital 13% Embedded Option component Black & Scholes - Volatility- Risk-free rate- Weighted average cost of capital- Strike price- Share price (based on the first 5 trading daysvolume weighted average) 78%4%13%$3.50$2.33 Control Premium Component Discounted Cash Flow Model - Control premium - Weighted average cost of capital 12%13% As of December 31, 2023 and 2024, the aggregate value of investments in C3is amounted to $12,798,500, including $162,500 of accrueddividends and are presented as ‘Investment in related party’ in the accompanying consolidated balance sheets. On July 7, 2023, the Company entered into a memorandum of agreement with C3is for the disposal of the vessel “Stealth Berana” for an aggregateconsideration of $43,000,000 (Note 4). The vessel was delivered to her new owners on July 14, 2023. 10% of the total consideration i.e. $4,300,000 wasreceived in cash, while the remaining amount of $38,700,000 was received in July 2024 and had no stated interest. The Company’s receivable from C3iswas recorded at its fair value of $35,700,000 (the “Remaining Selling Price”) on July 14, 2023. Since the collection of the remaining amount of$38,700,000 depended only on the passage of time, this arrangement was accounted for as seller financing and the financing component amounting to$3,000,000, being the difference between the Remaining Selling Price of $35,700,000 and the amount of $38,700,000, receivable in July 2024, wasaccounted for as interest income over the life of the receivable i.e. until July 2024. Interest income amounting to $1,363,360 and $1,636,640 for theperiod from July 14, 2023, to December 31, 2023, and the year ended December 31, 2024, respectively, are included in “Interest income – related party”in the consolidated statements of comprehensive income. Net gain recognized from the sale of the vessel “Stealth Berana” amounted to $8,182,777 isincluded in “Net gain on sale of vessel – related party” in the consolidated statement of comprehensive income for the year ended December 31, 2023. F-15 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 145/160
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Table of Contents On September 5, 2023, the Company entered into memoranda of agreement with companies affiliated with members of the family of theCompany’s Chief Executive Officer for the acquisition of two tanker vessels for an aggregate purchase price of $71,000,000 (Note 4). No deposit waspaid as of December 31, 2023. The vessels “Aquadisiac” and “Gstaad Grace II” were delivered to the Company on February 18 and 28, 2024,respectively. On May 17, 2024, the Company entered into memoranda of agreement with companies affiliated with members of the family of the Company’sChief Executive Officer for the acquisition of one handysize drybulk vessel and one product tanker vessel for purchase prices of $15,500,000 and$23,350,000, respectively. The handysize drybulk vessel “Neptulus” was delivered to the Company on August 24, 2024. 10% of the purchase price i.e.$1,550,000 was paid in cash, while the remaining amount of $13,950,000 is payable in May 2025 and has no stated interest. The vessel was recorded atits fair value of $14,700,000 as determined by an independent broker and the liability to related party was recorded at $13,150,000 (the “RemainingPurchase Price”) on August 24, 2024. Since the payment of the remaining amount of $13,950,000 depends only on the passage of time, this arrangementwas accounted for as seller financing and the financing component amounting to $800,000, being the difference between the Remaining Purchase Priceof $13,150,000 and the amount of $13,950,000, payable in May 2025, will be accounted for as interest expense over the life of the payable i.e. until May2025. Interest expense amounting to $382,051 for the period from August 24, 2024, to December 31, 2024, is included in “Interest expense – relatedparty” in the consolidated statement of comprehensive income. The product tanker was delivered to the Company on January 10, 2025 (Note 17). On September 20, 2024, the Company entered into memorandums of agreement to acquire seven Japanese built bulkers for an aggregate purchaseprice of $129,000,000, with companies affiliated with members of the family of the Company’s Chief Executive Officer. The vessels are expected to bedelivered in the second quarter of 2025. The current account balance with C3is at December 31, 2024 was nil (2023: $37,906,821). The receivable as of December 31, 2023 related to theoutstanding amount for the disposal of the vessel “Stealth Berana” which included the Remaining Selling Price, accrued interest of $1,363,360 andreceivable of $843,461 relating to inventory on board the vessel. The current account balance with Eco Dry Ventures Inc. at December 31, 2024 was a liability of $14,193,586. The liability relates to theoutstanding amount for the acquisition of the vessel “Neptulus” which includes the Remaining Purchase Price, accrued interest of $382,051 and apayable of $661,535 relating to inventory on board the vessel. The current account balance with the Manager at December 31, 2024 was a liability of $4,531,928 (2023: $2,324,334). The liability mainlyrepresents payments made by the Manager on behalf of the Company. F-16 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 146/160
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Table of Contents The amounts charged by the Company’s related parties comprised the following: Year ended December 31, Location in statement of comprehensive income 2022 2023 2024 Management fees Management fees – related party 1,045,640 1,606,440 1,672,440 Brokerage commissions Voyage expenses – related party 1,202,449 2,253,979 1,856,361 Superintendent fees Vessels’ operating expenses – related party 28,500 57,000 18,000 Crew management fees Vessels’ operating expenses – related party 137,000 289,583 310,000 Executive compensation General and administrative expenses 296,274 400,072 412,470 Commissions – vessels purchased Vessels, net 1,168,000 355,000 865,000 Commissions – vessels sold Net gain on sale of vessel – related party /Net loss on sale of vessel — 430,000 420,000 Rental expense General and administrative expenses — 65,104 77,584 4. Vessels, net An analysis of vessels, net is as follows: Vessel Cost Accumulateddepreciation Net bookvalue Balance as at January 1, 2023 350,393,448 (124,042,367) 226,351,081 Acquisitions and improvements 39,004,423 — 39,004,423 Impairment loss (Note 1) (10,894,124) 1,898,101 (8,996,023) Disposal (57,938,600) 26,555,487 (31,383,113) Spin-off of drybulk carriers (Note 1) (28,500,000) — (28,500,000) Depreciation for the year — (15,629,116) (15,629,116) Balance as at December 31, 2023 292,065,147 (111,217,895) 180,847,252 Acquisitions and improvements 87,117,946 — 87,117,946 Disposal (43,043,220) 299,940 (42,743,280) Depreciation for the year — (16,991,900) (16,991,900) Balance as at December 31, 2024 336,139,873 (127,909,855) 208,230,018 The additions during the year ended December 31, 2023 mainly relate to the acquisition of the vessels “Glorieuse” and “Eco Wildfire” (Note 3). The disposal during the year ended December 31, 2023 relates to the sale of vessel “Stealth Berana” (Note 3). The additions during the year ended December 31, 2024 mainly relate to the acquisition of the vessels “Aquadisiac”, “Gstaad Grace II” and“Neptulus” (Note 3). The disposal during the year ended December 31, 2024 relates to the sale of the vessel “Gstaad Grace II” to an unaffiliated third party. OnApril 17, 2024, the Company entered into a memorandum of agreement for the disposal of the vessel “Gstaad Grace II” to an unaffiliated third party foran aggregate consideration of $42,000,000. The vessel was delivered to her new owners on April 26, 2024. The Company realized an aggregate lossfrom the sale of this vessel of $1,589,702 which is included in the Company’s consolidated statement of comprehensive income under the caption “Netloss on sale of vessel” for the year ended December 31, 2024. F-17 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 147/160
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Table of Contents As of December 31, 2023, and December 31, 2024, the Company performed an impairment review of its vessels held for use, due to the prevailingconditions in the shipping industry. As the undiscounted net operating cash flows, for the four vessels whose fair value was below their carrying value,as of December 31, 2023, exceeded each vessel’s carrying value, no impairment was recorded. An impairment loss amounting to $8,996,023 wasidentified and recorded for the year ended December 31, 2023 related to the Spin-off (Note 1). As the undiscounted net operating cash flows, for the fourvessels whose fair value was below their carrying value, as of December 31, 2024, exceeded each vessel’s carrying value, no impairment was recordedfor the year ended December 31, 2024. 5. Long-term Debt On March 10, 2023, the Company prepaid $23.2 million representing the then outstanding balance of the loan facility issued in November 2021and originally maturing in November 2026 (“term loan A”) using cash on hand and the related mortgages of the vessels “Magic Wand”, “CleanThrasher”, “Clean Sanctuary” and “Stealth Berana” was released. In the first quarter of 2023, the Company repaid the amount of $1.4 million in line with the amortization schedule of the loan facility issued inSeptember 2022 and originally maturing in September 2026 (“term loan B”) and the loan facility issued in November 2022 and originally maturing inNovember 2027 (“term loan C”), and then proceeded with their full prepayment as follows: On April 7, 2023, the Company prepaid $30.0 million representing the then outstanding balance of the term loan C using cash on hand and therelated mortgages of the vessels “Suez Enchanted” and “Suez Protopia” were released. On April 25, 2023, the Company prepaid $15.9 million representing the then outstanding balance of the term loan B using cash on hand and therelated mortgages of the vessels “Clean Nirvana” and “Clean Justice” were released. Bank loan interest expense for the above loans for the years ended December 31, 2022, 2023 and 2024 amounted to $1,444,884, $1,271,409 andnil, respectively. Interest expense is included in interest and finance costs in the consolidated statements of comprehensive income. For the years endedDecember 31, 2022, 2023 and 2024, the amortization of deferred financing charges amounted to $94,007, $474,039 and nil, respectively, and is includedin interest and finance costs in the consolidated statements of comprehensive income. The interest rate on the outstanding loans as of December 31, 2022was based on LIBOR for term loans A and C and on SOFR for term loan B plus a margin that ranged between 1.95% and 2.55%. The average interestrate (including the margin) on the above loans was 7.55% for the year ended December 31, 2023. 6. Accrued Liabilities Accrued liabilities consist of the following: As of December 31, 2023 2024 Administrative expenses 67,464 78,592 Voyage expense 1,071,393 1,418,277 Vessel operating expenses 1,869,643 1,873,151 Total 3,008,500 3,370,020 7. Fair Value of Financial Instruments and Concentration of Credit Risk Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cashequivalents, time deposits, trade and other receivables, trade accounts F-18 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 148/160
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Table of Contents payable, balances with related parties and accrued liabilities. The Company limits its credit risk with respect to accounts receivable by performingongoing credit evaluations of its customers’ financial condition and generally does not require collateral for its trade accounts receivable. The Companyplaces its cash and cash equivalents and time deposits with high credit quality financial institutions. The Company performs periodic evaluations of therelative credit standing of those financial institutions. Fair Value Disclosures: The Company has categorized assets and liabilities recorded at fair value based upon the fair value hierarchy specified bythe guidance. The levels of fair value hierarchy are as follows: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The carrying values of cash and cash equivalents, time deposits, trade and other receivables, trade accounts payable, balances with related partiesand accrued liabilities are reasonable estimates of their fair value due to the short-term nature of these financial instruments. Cash and cash equivalentsare considered Level 1 items as they represent liquid assets with short-term maturities. 8. Stockholders’ Equity Under the Company’s articles of incorporation, the Company’s authorized capital stock consists of 2,000,000,000 common shares, par value$0.01 per share, and of 200,000,000 preferred shares, par value $0.01 per share. Following the 2021 Spin-Off discussed in Note 1, the Company issued atotal of 318,351 common shares and 795,878 of 8.75% Series A cumulative redeemable perpetual preferred shares. Each outstanding common share isentitled to one vote, either in person or by proxy, on all matters that may be voted upon by their holders at meetings of the shareholders. Holders ofcommon shares (i) have equal ratable rights to dividends from funds legally available therefore, if declared by the Board of Directors; (ii) are entitled toshare ratably in all of our assets available for distribution upon liquidation, dissolution or winding up; and (iii) do not have preemptive, subscription orconversion rights or redemption or sinking fund provisions. All issued common shares are fully paid for and non-assessable. i) NASDAQ Notification On June 17, 2022, the Company received a written notification from the NASDAQ Stock Market, indicating that because the closing bid price ofthe Company’s common stock for 30 consecutive business days, from May 5, 2022 to June 16, 2022, was below the minimum $1.00 per share bid pricerequirement for continued listing on the Nasdaq Capital Market, the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant toNasdaq Listing Rule 5810(c)(3)(A), the applicable grace period to regain compliance was 180 days, or until December 14, 2022. In December 2022, theCompany received formal notification from the Listing Qualification Department of the Nasdaq Stock Market notifying the Company that it has beengranted an additional 180-day compliance period, or until June 12, 2023, to regain compliance with the minimum $1.00 bid price per share requirementof Nasdaq’s Marketplace Rule 5550(a)(2). The Company could cure this deficiency if the closing bid price of its common stock is $1.00 per share orhigher for at least ten consecutive business days during the grace period. At the opening of trading on April 28, 2023, following an approval from theCompany’s Board of Directors, the Company effected 1-for-15 reverse stock split of the Company’s common stock. On May 16, 2023 the Companyregained compliance with Nasdaq Listing Rule 5550(a)(2) concerning the minimum bid price of the Company’s common stock. ii) Equity Offerings – common stock and warrants During the year ended December 31, 2022, the Company raised $168,001,415 in gross proceeds, or $156,821,474 in net proceeds, from publicofferings and from the partial exercises of warrants issued in the underwritten public offerings (details are provided below). F-19 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 149/160
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Table of Contents In the first quarter of 2022, the Company completed an underwritten public offering for 736,000 of its common stock and 11,040,000 Class AWarrants exercisable for 736,000 shares of common stock at an exercise price of $18.75 per share, including full exercise of the underwriter’soverallotment option. The Company also issued the underwriters of the offering 552,000 warrants (the “February 2022 Representative PurchaseWarrants”), exercisable for 36,800 shares of common stock at an exercise price of $20.625 per share. The offering resulted in gross proceeds to theCompany of $13,800,000. During the year ended December 31, 2022, an aggregate of 10,997,000 Class A Warrants had been exercised for 733,133shares of the Company’s common stock, resulting in gross proceeds to the Company of $13,746,250 (2023: nil, 2024: nil). In March 2022, the Company completed an underwritten public offering, including the full exercise of the underwriter’s overallotment option, of2,874,997 units for $24 per unit, each unit consisting of (i) one share of common stock of the Company and (ii) fifteen Class B Warrants to purchase oneshare of common stock at an exercise price of $24 per share. The Company also issued 1,724,998 warrants to the representative of the underwriters (the“March 2022 Representative Purchase Warrants”) to purchase up to an aggregate of 115,000 shares of common stock at an exercise price of $30.00 pershare. The offering resulted in gross proceeds to the Company of $68,999,920. In June 2022, several existing holders of Class B Warrants exercised31,150,000 outstanding Class B Warrants to purchase an aggregate of 2,076,667 shares of common stock for cash, at an exercise price reduced by theCompany from $24 per share to $10.5 per share, resulting in gross proceeds to the Company of $21,805,000. The exercising holders also received anaggregate of 31,150,000 Class D Warrants to purchase up to an aggregate of 2,076,667 shares of common stock at an exercise price per share of $12.The Company treated this warrant inducement transaction as a warrant modification and has recognized the incremental fair value of $2,943,675 of theClass D Warrants as a deemed dividend. As the Company was in an accumulated deficit position at the time of the transaction, the offsetting amount hasbeen recorded against additional paid-in-capital. For the year ended December 31, 2022, an aggregate of 31,322,950 Class B Warrants had been exercised for 2,088,197 shares of the Company’scommon stock, resulting in gross proceeds to the Company of $22,081,720 (2023: nil, 2024: nil). In May 2022, the Company completed an underwritten public offering, including the full exercise of the underwriter’s overallotment option, of5,575,757 units for $8.25 per unit, each unit consisting of (i) one share of common stock of the Company and (ii) fifteen Class C Warrants to purchaseone share of common stock at an exercise price of $8.25 per share. The Company also issued 2,090,909 warrants to the representative of theunderwriters (the “May 2022 Representative Purchase Warrants”) to purchase up to an aggregate of 139,394 shares of common stock at an exercise priceof $10.3125 per share. The offering resulted in gross proceeds to the Company of $45,999,999. For the year ended December 31, 2022, an aggregate of5,357,500 Class C Warrants had been exercised for 357,167 shares of the Company’s common stock, resulting in proceeds to the Company of$2,946,625 (2023: nil, 2024: nil). In December 2022, the Company completed a public offering of 98,280 shares of common stock, resulting in gross proceeds to the Company of$426,901. In January 2023, February 2023 and March 2023, the Company completed a public offering of 3,287,062 shares of common stock resulting ingross proceeds of $12,095,255. In August 2023, the Company completed an underwritten public offering of 8,499,999 units, each unit consisting of (i) one share of common stockof the Company at a price per share of $2.00 or one pre-funded warrant exercisable for one share of common stock at a price per share of $1.99 and(ii) one Class E Warrant to purchase one share of common stock at an exercise price of $2.00 per share. The holders of the pre-funded warrants werepermitted to cashless exercise their warrants into common stock. As a result, 6,033,333 units were issued at a price per share of $2.00 and 2,447,184were cashless exercised from the issued pre-funded warrants at a price per warrant of $1.99. The offering resulted in gross proceeds to the Company of$16,975,331. F-20 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 150/160
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Table of Contents During the year ended December 31, 2023, certain Class C and D warrants were repurchased. In October 2023, the Company repurchased22,200,000 Class C warrants exercisable to 1,480,000 common shares for an amount of $414,400 and 16,500,000 Class D Warrants exercisable to1,100,000 common shares for an amount of $253,000. In addition, in December 2023, the Company repurchased 35,869,862 Class C warrantsexercisable to 2,391,323 common shares for an amount of $669,570 and 12,049,995 Class D Warrants exercisable to 803,333 common shares for anamount of $184,768. During the year ended December 31, 2024, 4,300,000 of Class E warrants were exercised. As of December 31, 2024, the number of common shares that can potentially be issued under each outstanding class of warrants are: Warrant class Shares to be issued uponexercise of remainingwarrants Class A 2,867 Class B 786,800 Class C 1,347,267 Class D 173,334 Class E 4,199,999 Total 6,510,267 In addition, an aggregate of 291,194 additional common shares are potentially issuable upon exercise of the February 2022, March 2022 and May 2022Representative Purchase Warrants. The Company in its assessment for the accounting of the warrants issued during the year ended December 31, 2022, 2023 and 2024 has taken intoconsideration ASC 480 “Distinguishing liabilities from equity” and ASC 815 “Derivatives and Hedging” and determined that the warrants should beclassified as equity instead of liability. Upon exercise of the warrants, the holder is entitled to receive common shares. iii) Treasury stock On September 7, 2023, the Company’s Board of Directors approved a stock repurchase plan for an amount of up to $10,000,000 to be used forrepurchasing the Company’s common shares. For the year ended December 31, 2023, the Company completed the repurchase of 3,444,536 sharespaying an average price per share of $1.71 and $5,885,727 in total. For the year ended December 31, 2024, the Company completed the repurchase of807,347 shares paying an average price per share of $3.10 and $2,504,498 in total. These shares are held as treasury stock by the Company. For the yearended December 31, 2022, the Company did not repurchase any of its common shares. F-21 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 151/160
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Table of Contents iv) Preferred Shares: The table below presents a summary of preferred shares outstanding as of December 31, 2023 and 2024. Series Description InitialIssuanceDate TotalSharesOutstanding LiquidationPreferenceper Share(in dollars) Carryingvalue (1) Dividend Rate Series A 8.75% CumulativeRedeemablePerpetual November 10, 2021 795,878 $ 25 $ 7,959 8.75% per annum ofthe LiquidationPreference per share Series B Series BPreferred Shares October 21, 2022 16,000 $ 0.01 160 No dividend rights 811,878 $ 8,119 1) There are no issuance costs. 8.75% Series A cumulative redeemable perpetual preferred shares: Holders of Series A Preferred Shares will be entitled to receive, when, as and if declared by the Company’s board of directors out of legallyavailable funds for such purpose, cumulative cash dividends from the date of the 2021 Spin-Off. Dividends on the Series A Preferred Shares accrue at a rate of 8.75% per annum per $25.00 stated liquidation preference per Series A PreferredShare. The dividend rate is not subject to adjustment. Dividends are payable on the 30th day of March, June, September and December of each year. Aggregate dividends of $1,740,983, $1,740,983 and $1,736,562 were paid on the Company’s 795,878 Series A Preferred Shares ($0.1640625 pershare) each of the years ended December 31, 2022, 2023 and 2024, respectively. In the event of any liquidation, dissolution or winding-up of the Company’s affairs, whether voluntary or involuntary, holders of the Series APreferred Shares will have the right to receive the liquidation preference of $25.00 per share plus an amount equal to all accumulated and unpaiddividends thereon to (but not including) the date of payment, whether or not declared, before any payments are made to holders of the Company’scommon shares or any other junior securities. The Series A Preferred Shares represent perpetual equity interests in the Company. The Company has no obligation to redeem or repurchase anySeries A Preferred Shares at any time. The Series A Preferred Shares are subject to redemption, in whole or from time to time in part, at the Company’soption commencing on June 30, 2022. Holders of the Series A Preferred Shares generally have no voting rights. However, if and whenever dividends payable on the Series A PreferredShares are in arrears for six or more quarterly periods, whether or not consecutive, holders of Series A Preferred Shares (voting together as a class withholders of any Parity Securities upon which like voting rights have been conferred and are exercisable) will, subject to certain exceptions, be entitled toelect one additional director to serve on the Company’s board of directors unless the size of the board of directors already has been increased by reasonof the election of a director by holders of Parity Securities upon which like voting rights have been conferred. This right will continue until the Companypays, or declares and sets apart for payment, all cumulative dividends on the Series A Preferred Shares. F-22 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 152/160
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Table of Contents Series B preferred shares: On October 21, 2022, the Company entered into a stock purchase agreement and issued 16,000 shares of its newly-designated Series B PreferredShares, par value $0.01 per share, to its Chairman and Chief Executive Officer, Harry Vafias, considered a related party, in return for cash considerationof $200,000. The issuance of the Series B preferred shares was approved by an independent committee of the board of directors of the Company whichreceived a fairness opinion from an independent financial advisor that the transaction was fair from a financial point of view to the Company. Eachseries B preferred share entitles the holder to 25,000 votes per share on all matters submitted to a vote of the shareholders of the Company, providedhowever, that no holder of series B preferred shares may exercise voting rights pursuant to series B preferred shares that would result in the aggregatevoting power of any beneficial owner of such shares and its affiliates to exceed 49.99 % of the total number of votes eligible to be cast on any mattersubmitted to a vote of shareholders of the Company. The holder of series B preferred shares shall have no special voting or consent rights and shall votetogether as one class with the holders of the common shares on all matters put before the shareholders. The series B preferred shares are not convertibleinto common shares or any other security, are not redeemable, are not transferable and have no dividend rights. Upon any liquidation, dissolution orwinding up of the Company, the series B preferred shares will rank pari-passu with the common shareholders and shall be entitled to receive a paymentequal to the par value of $0.01 per share. The Series B preferred holder has no other rights to distributions upon any liquidation, dissolution or windingup of the Company. 9. Mezzanine equity On February 17, 2023, the Company entered into a Share Purchase Agreement with Flawless Management Inc. and sold to Flawless ManagementInc. 13,875 newly issued Series C Cumulative Convertible Perpetual Preferred Shares (“Series C Preferred Shares”) having a liquidation preference ofone thousand dollars ($1,000) per share (“the Liquidation Preference”). The Series C Cumulative Convertible Perpetual Preferred Shares were used as apartial consideration for the acquisition of the Handysize drybulk carrier “Glorieuse” (Notes 3,4) from an affiliated company. Each holder of Series C Preferred Share, at any time and from time to time on or after the date that was the date immediately following thesix-month anniversary of February 17, 2023, could elect to convert, in whole or in part, its Series C Preferred Shares into shares of common stock at arate equal to the Series C Liquidation Preference, plus the amount of any accrued and unpaid dividend thereon to and including the conversion date,divided by the lower of (1) $7.50 and (2) the Ten-Day VWAP, subject to adjustment from time to time, provided, that, the conversion price should not beless than $1.50. If the Company should, at any time or from time to time, pay a stock dividend or otherwise make a distribution or distributions on itsshares of common stock or any other equity or equity equivalent securities payable in shares of common stock, or effect a subdivision or split of theoutstanding common shares, the conversion price in effect immediately before such stock dividend or distribution, subdivision or split should beproportionately decreased and, conversely, if the Company should have, at any time or from time to time, effected a combination (including by means ofa reverse stock split) of the outstanding shares of common stock the conversion price in effect before such combination should have beenproportionately increased. Following the reverse stock split on April 28, 2023 (Note 1), the conversion price was adjusted to reflect the 1-for-15 reversestock split. The holder of the Series C Preferred Shares was entitled to receive dividends from time to time out of any assets of the Company legally availablefor the payment of dividends at a rate equal to 5.00% per annum when, as, and if declared by the Board of Directors. Dividends, to the extent declared tobe paid by the Company, were payable quarterly on each January 15, April 15, July 15 and October 15 of each year commencing on July 15, 2023.Dividends on the Series C Preferred Shares were payable based on a 360-day year consisting of twelve 30-day months. The dividend rate of 5.00% perannum was not subject to adjustment. As of December 31, 2023, the Company paid dividends of $389,271 (2024: nil) on the Company’s 13,875 SeriesC Preferred Shares to Flawless Management Inc. F-23 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 153/160
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Table of Contents The Series C Preferred Shares were redeemable upon a change in control, which is defined as the acquisition by any “person” or “group” ofbeneficial ownership through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of theCompany’s shares entitling that person or group to exercise more than 50% of the total voting power of all of the Company’s shares entitled to votegenerally in elections of directors. The occurrence of the above events was not solely in the control of the Company, and hence Series C PreferredShares were initially classified within Mezzanine equity as per ASC 480-10-S99 “Distinguishing liabilities from Equity – SEC Materials”. The Series CPreferred Shares were recorded at $10.0 million at initial recognition representing the acquisition price of the vessel Glorieuse amounting to$18.5 million less the cash consideration of $8.5 million. The acquisition price of the vessel, which approximated its fair value as determined by anindependent broker, was used for the determination of the fair value of the mezzanine equity, since it was more clearly evident and, thus, more reliablymeasurable than the fair value of the Series C Preferred Shares issued. On December 21, 2023, all 13,875 Series C Preferred Shares, were converted by their holder, Flawless Management Inc., into 6,932,043 shares ofthe Company’s common stock. The Series C Preferred Shares were converted with a conversion price of $2.02, which represented the daily volumeweighted average price of the Company’s common stock over the 10 consecutive trading days expiring on the trading day immediately prior to the dateof delivery of the written notice of conversion. The Company determined that the Series C Preferred Shares conversion feature is in essence aredemption, since such conversion was settled by a delivery of a variable number of shares of common stock with a fixed monetary amount and byapplying ASC 260-10-S99-2 has recognized the difference between the carrying amount of the Series C Preferred Shares at the date of conversion andthe fair value of the common stock delivered on the same date amounting to $6,507,789 as a deemed dividend, included in the statement of stockholders’equity. 10. Equity Compensation Plan In 2021 the Company’s shareholders and board of directors adopted an Equity Compensation Plan (“the Plan”) under which the Company’semployees, directors or other persons or entities providing significant services to the Company or its subsidiaries are eligible to receive awards includingrestricted stock, restricted stock units, unrestricted stock, bonus stock, performance stock, stock appreciation rights and options to purchase commonstock. The Plan is administered by the Compensation Committee of the Company’s board of directors and the aggregate number of shares of commonstock that may be issued with respect to awards granted under this Plan cannot exceed 10% of the number of shares of the Company’s common stockissued and outstanding at the time any award is granted. The Company’s Board of Directors may terminate the Plan at any time. For the year endedDecember 31, 2024, a total of 426,253 restricted shares and 111,000 options to purchase common stock had been granted under the Plan since the firstgrant in the fourth quarter of 2023 (2023: 1,775,787 restricted shares and 631,250 options to purchase common stock, 2022: 190,476 restricted shares). In April 2024, the Company’s 2024 Equity Compensation Plan, was adopted, under which awards can be made totaling in aggregate up to 10% ofthe number of shares of common stock outstanding at the time any award is granted. Restricted shares On November 21, 2022, the Company granted $1,000,000 worth of shares of the Company’s common stock under the Plan to the Company’sCEO. The number of shares awarded was determined based on the closing price at the grant date i.e. on November 21, 2022 which was equal to $5.25.95,238 of the restricted shares vested on July 17, 2023 and the remaining 95,238 of the restricted shares vested on July 15, 2024. On March 21, 2023, the Company granted 280,392 of non-vested restricted shares under the Plan to employees of the Manager. The fair value ofeach share granted was $2.55 which is equal to the market value of the Company’s common stock on that day. 140,196 of the restricted shares vested onJuly 17, 2023, 135,295 of the remaining 140,196 restricted shares, vested on July 15, 2024 and 4,901 restricted shares forfeited. F-24 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 154/160
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Table of Contents On May 15, 2023, the Company granted 547,550 of non-vested restricted shares under the Plan to the Company’s CEO. The fair value of eachshare granted was $3.48 which is equal to the market value of the Company’s common stock on that day. 273,775 of the restricted shares vested onMay 15, 2024 and the remaining 273,775 of the restricted shares vest on May 15, 2025. On October 25, 2023, the Company granted 179,244 of non-vested restricted shares under the Plan to employees of the Manager. The fair value ofeach share granted was $1.59 which is equal to the market value of the Company’s common stock on that day. 89,622 of the restricted shares vested onOctober 25, 2024 and the remaining 89,622 of the restricted shares vest on October 25, 2025. On October 30, 2023, the Company granted 578,125 of non-vested restricted shares under the Plan to the Company’s CEO, Interim CFO andnon-executive members of Board of Directors of the Company. The fair value of each share granted was $1.60 which is equal to the market value of theCompany’s common stock on that day. 289,062 of the restricted shares vested on October 30, 2024 and the remaining 289,063 of the restricted sharesvest on October 30, 2025. On April 12, 2024, the Company granted 426,253 of non-vested restricted shares under the Plan to the Company’s CEO, Interim CFO,non-executive members of the Board of Directors of the Company and employees of the Manager. The fair value of each share granted was $3.60 whichis equal to the market value of the Company’s common stock on that day. 213,126 of the restricted shares vest on April 12, 2025 and the remaining213,127 of the restricted shares vest on April 12, 2026. All unvested restricted shares are conditional upon the option holder’s continued service as an employee of the Company, or as a director until theapplicable vesting date. Until the forfeiture of any restricted shares, the grantee has the right to vote such restricted shares, to receive and retain allregular cash dividends paid on such restricted shares and to exercise all other rights provided that the Company will retain custody of all distributionsother than regular cash dividends made or declared with respect to the restricted shares. The Company pays dividends on all restricted shares regardless of whether they have vested and there is no obligation of the employee to returnthe dividend when employment ceases. The Company did not pay any dividends during the years ended December 31, 2022, 2023 and 2024. The stock-based compensation expense for the years ended December 31, 2022, 2023 and 2024 amounted to $117,256, $2,343,210 and$2,756,027, respectively and is included in the consolidated statements of comprehensive income under the caption “General and administrativeexpenses”. A summary of the status of the Company’s non-vested restricted shares as of 2022, 2023 and 2024, is presented below: Number of restrictedshares Weighted average grantdate fair value pernon-vested share Non-vested, January 1, 2022 — — Granted 190,476 5.25 Non-vested, December 31, 2022 190,476 5.25 Granted 1,585,311 2.42 Vested (235,434) (3.64) Non-vested, December 31, 2023 1,540,353 2.58 Granted 426,253 3.60 Vested (882,992) (2.72) Forfeited (4,901) (2.55) Non-vested, December 31, 2024 1,078,713 2.87 F-25 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 155/160
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Table of Contents The remaining unrecognized compensation cost relating to the shares granted amounting to $1,130,992 as of December 31, 2024, is expected to berecognized over the remaining weighted average period of 0.8 years, according to the contractual terms of those non-vested share awards. Options to purchase common shares On October 30, 2023, the Company granted options to acquire up to 631,250 shares of common stock under the Plan to the Company’s CEO,Interim CFO and non-executive members of Board of Directors of the Company. 50% of these options vested on October 30, 2024 and theremaining 50% vest on October 30, 2025. These options expire on October 30, 2033. The fair value of each option granted was $1.14. The fair value ofeach option granted was estimated on the date of the grant using the Black-Scholes option pricing model. The following weighted-average assumptionswere used in computing the fair value of the options granted: expected volatility of 81%; expected term of 5.75 years; risk-free interest rate of 5%. Theexpected term of the options granted was estimated to be the average of the vesting and the contractual term. The expected volatility was generally basedon historical volatility of the stock prices of various tanker shipping companies as calculated using historical data during approximately 6 years prior tothe grant date. On April 12, 2024, the Company granted options to acquire up to 111,000 of common stock under the Plan to the Company’s CEO, Interim CFOand non-executive members of the Board of Directors of the Company. 50% of these options vest on April 12, 2025 and the remaining 50% vest onApril 12, 2026. These options expire on April 12, 2034. The fair value of each option granted was $2.69. The fair value of each option granted wasestimated on the date of the grant using the Black-Scholes option pricing model. The following weighted-average assumptions were used in computingthe fair value of the options granted: expected volatility of 88.3%; expected term of 5.75 years; risk-free interest rate of 4.5%. The expected term of theoptions granted was estimated to be the average of the vesting and the contractual term. The expected volatility was generally based on historicalvolatility of the stock prices of various tanker shipping companies as calculated using historical data during approximately 7 years prior to the grantdate. The Company had no stock option activity during the year ended December 31, 2022. A summary of the Company’s non-vested stock optionactivity and related information for the years ended December 31, 2023 and 2024, is as follows: December 31, 2024 Option shares# Weighted-AverageExercise Price$ Outstanding, January 1, 2023 — — Granted 631,250 1.60 Outstanding, December 31, 2023 631,250 1.60 Exercisable, December 31, 2023 — — Granted 111,000 3.60 Exercised (296,875) 1.60 Outstanding, December 31, 2024 445,375 2.10 Exercisable, December 31, 2024 18,750 1.60 No options vested during the year ended December 31, 2023. During the year ended December 31, 2024, 315,625 options vested of which296,875 options were exercised. The remaining unrecognized compensation cost relating to the options granted amounting to $286,459 as ofDecember 31, 2024, is expected to be recognized over the remaining period of 0.9 years, according to the contractual terms of those non-vested options. F-26 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 156/160
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Table of Contents The stock-based compensation expense for the vested and non-vested options for the years ended December 31, 2022, 2023 and 2024 amountedto nil, $91,645 and $641,055 respectively, and is included in the consolidated statements of comprehensive income under the caption “General andadministrative expenses”. As at December 31, 2024, the intrinsic value of outstanding stock options was $1.14 per option. 11. Earnings per share All of the Company’s shares (including non-vested restricted stock issued under the Company’s equity compensation plans) participate equally individend distributions and in undistributed earnings. The Company applies the two-class method of computing earnings per share (“EPS”) as theunvested share-based payment awards that contain rights to receive non forfeitable dividends are participating securities. Dividends declared during theperiod for non-vested restricted stock as well as undistributed earnings allocated to non vested stock are deducted from net income for the purpose of thecomputation of basic earnings per share in accordance with the two-class method. The denominator of the basic earnings per common share excludesany non-vested shares as such they are not considered outstanding until the time-based vesting restriction has elapsed. The Company calculates basicand diluted earnings per share as follows: Year Ended December 31, 2022 2023 2024 Basic EPS Diluted EPS Basic EPS Diluted EPS Basic EPS Diluted EPS Numerator Net income 29,510,928 29,510,928 71,134,002 71,134,002 50,157,772 50,157,772 Less: Cumulative dividends on preferred shares (1,740,983) (1,740,983) (2,130,254) (1,740,983) (1,740,983) (1,740,983) Less: Deemed dividend on warrant inducement (Note 8) (2,943,675) (2,943,675) — — — — Less: Deemed divided from conversion of the Series C Preferred Shares (Note 9) — — (6,507,789) — — — Less: Undistributed earnings allocated to non-vested shares (61,906) (61,720) (2,508,399) (2,276,360) (2,311,172) (2,105,141) Net income attributable to common shareholders 24,764,364 24,764,550 59,987,560 67,116,659 46,105,617 46,311,648 Denominator Weighted average number of shares outstanding, basic 8,559,000 8,559,000 18,601,539 18,601,539 29,933,920 29,933,920 Options to purchase common shares (Note 10) — — — 97,318 — 323,283 Warrants (Note 8) — 34,575 — — — 2,753,216 Series C Preferred Shares (Note 9) — — — 4,234,814 — — Effect of dilutive shares — 34,575 — 4,332,132 — 3,076,499 Weighted average number of shares outstanding, diluted — 8,593,575 — 22,933,671 — 33,010,419 Earnings per share 2.89 2.88 3.22 2.93 1.54 1.40 For 2024 the most dilutive method was the two-class method and the diluted earnings per share reflects the potential dilution of the unexercisedoptions to acquire common shares (Note 10) calculated using the treasury stock method which resulted in 323,283 incremental shares and of the4,199,999 Class E warrants (Note 8) that are in the money as of the reporting date calculated using the treasury stock method which resulted in2,753,216 incremental shares. Securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS,because to do so would have anti-dilutive effect, are any incremental shares F-27 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 157/160
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Table of Contents resulting from the non-vested restricted share awards (Note 10) and any incremental shares resulting from the exercise of the unexercised Class A, B, Cand D warrants that were out-of-the money as of the reporting date, calculated using the treasury stock method. As of December 31, 2024, the aggregatenumber of common shares issuable upon the exercise of the unexercised Class A, B, C and D warrants was 2,310,268 (Note 8). For 2023 the most dilutive method was the two-class method and the diluted earnings per share reflects the potential dilution of the unexercisedoptions to acquire common shares (Note 10) calculated using the treasury stock method which resulted in 97,318 incremental shares and the potentialdilution from the conversion of outstanding Series C Preferred Shares (Note 9) calculated with the “if converted” method by using the average closingmarket price over the period up to their conversion which resulted in 4,234,814 incremental shares. Securities that could potentially dilute basic EPS inthe future that were not included in the computation of diluted EPS, because to do so would have anti-dilutive effect, are any incremental sharesresulting from the non-vested restricted share awards (Note 10) and any incremental shares resulting from the exercise of the unexercised Class A, B, C,D and E warrants that were out-of-the money as of the reporting date, calculated using the treasury stock method. As of December 31, 2023, theaggregate number of common shares issuable upon the exercise of the unexercised Class A, B, C, D and E warrants was 10,810,267. For 2022 the most dilutive method was the two-class method and the diluted earnings per share reflects the potential dilution of the 789,667Class A and B warrants that are in the money as of the reporting date calculated using the treasury stock method which resulted in 34,575 incrementalshares. Securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS, because to do so wouldhave anti-dilutive effect, are any incremental shares resulting from the non-vested restricted share awards (Note 10) and any incremental shares resultingfrom the exercise of the unexercised Class C and D warrants that were out-of-the money as of the reporting date, calculated using the treasury stockmethod. As of December 31, 2022, the aggregate number of common shares issuable upon the exercise of the unexercised Class C and D warrants was7,295,257. The weighted average number of shares outstanding was adjusted to reflect the reverse stock split effected on April 28, 2023 (Note 1). 12. Revenues The amounts in the accompanying consolidated statements of comprehensive income are analyzed as follows: Year ended December 31, 2022 2023 2024 Time charter revenues 26,331,752 21,738,874 20,153,955 Bareboat revenues 1,906,328 — — Voyage charter revenues 67,957,871 158,583,636 124,860,634 Other income 823,927 3,403,310 2,465,391 Total 97,019,878 183,725,820 147,479,980 Time charter agreements may have renewal options for one to 12 months. The related charter hire is generally payable in advance. The timecharter party generally provides typical warranties regarding the speed and the performance of the vessel as well as some owner protective restrictionssuch that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws, and carry only lawfuland non-hazardous cargo. The Company may enter into time charters ranging from one month to twelve months and in isolated cases on longer termsdepending on market conditions. The charterer has the full discretion over the ports visited, shipping routes and vessel speed, subject only to the ownerprotective restrictions discussed above. F-28 Table of Contents Vessels may also be chartered under voyage charters, where a contract is made for the use of a vessel under which the Company is paid freight onthe basis of moving cargo from a loading port to a discharge port. A significant portion of the voyage hire is typically paid upon the completion of thevoyage. The amount of revenue earned as demurrage relating to the Company’s voyage charters for the years ended December 31, 2022, 2023 and 2024was $7.0 million, $19.2 million and $23.8 million, respectively and is included within “Voyage charter revenues” in the above table. As of December 31, 2023 and December 31, 2024, receivables from the Company’s voyage charters amounted to $12.6 millionand $11.8 million, respectively. As of December 31, 2023 and 2024, the Company recognized $302,773 and $652,769, respectively, of contract fulfillment costs which mainlyrepresent bunker expenses incurred prior to commencement of loading relating to the Company’s voyage charters. These costs are recorded in “Othercurrent assets” in the consolidated balance sheets. As of December 31, 2023 and 2024, revenues relating to undelivered performance obligations of the Company’s voyage charters amounted to $6.7million and $5.4 million, respectively. The Company recognized the undelivered performance obligation as of December 31, 2023 as revenues in thefirst quarter of 2024. The Company will recognize the undelivered performance obligation as of December 31, 2024 as revenues in the first quarter of2025. 13. Vessel Operating Expenses The amount in the accompanying consolidated statements of comprehensive income are analyzed as follows: 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 158/160
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Year ended December 31, 2022 2023 2024 Vessels’ Operating Expenses Crew wages and related costs 8,592,098 13,452,713 13,899,451 Insurance 780,973 1,168,486 1,300,635 Repairs and maintenance 2,474,586 3,884,234 3,800,814 Spares and consumable stores 2,901,979 4,821,081 4,713,148 Miscellaneous expenses 1,643,500 2,315,920 2,658,686 Total 16,393,136 25,642,434 26,372,734 14. Other operating income The amount of $1,900,000 included within “Other operating income” in the consolidated statement of comprehensive income relates to collectionof a claim in connection with repairs undertaken in prior years. 15. Income Taxes Under the laws of the countries the Company (which includes its subsidiaries) are incorporated and/or Company’s vessels are registered, theCompany is not subject to tax on international shipping income, however, they are subject to registration and tonnage taxes, which have been includedin Vessels’ operating expenses in the consolidated statements of comprehensive income. Pursuant to the Internal Revenue Code of the United States (the “Code”), U.S. source income from the international operations of ships isgenerally exempt from U.S. tax if the company operating the ships meets certain requirements. Among other things, in order to qualify for thisexemption, the company operating the ships must be incorporated in a country which grants an equivalent exemption from income taxes to U.S.corporations. F-29 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 159/160
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Table of Contents The Company satisfies these initial criteria. In addition, these companies must be more than 50% owned by individuals who are residents, as defined, inthe country of incorporation or another foreign country that grants an equivalent exemption to U.S. corporations. The Company also currently satisfiesthe more than 50% beneficial ownership requirement. 16. Commitments and Contingencies • From time to time the Company expects to be subject to legal proceedings and claims in the ordinary course of its business, principallyrelating to personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significantfinancial and managerial resources. Currently, the Company is not aware of any such claims or contingent liabilities, which should bedisclosed, or for which a provision should be established in the accompanying consolidated financial statements. • Future minimum contractual charter revenues, gross of commissions, based on vessels committed to non-cancellable, time chartercontracts as of December 31, 2024, amount to $12,132,374 during the twelve months ending December 31, 2025, $9,642,750 during thetwelve months ending December 31, 2026 and $7,294,950 during the twelve months ending December 2027. • As of December 31, 2024, the Company had total obligations under the memoranda of agreements (Note 3) for the acquisitions of thehandysize drybulk vessel “Neptulus”, the product tanker vessel “Clean Imperial” and the seven Japanese built bulkers of $166,300,000 dueduring the twelve months ending December 31, 2025. 17. Subsequent events On January 8, 2025, the Company granted under the 2024 Equity Plan 391,600 of restricted shares of common stock and options to acquire up to312,500 shares of common stock to the Company’s CEO and employees of the Manager. The fair value of each share granted was $3.20 which is equalto the market value of the Company’s common stock on that day. 50% of these restricted shares and options vest on January 8, 2026 and the remaining50% vest on January 8, 2027. On January 10, 2025, the vessel “Clean Imperial” was delivered to the Company (Note 3). On March 11, 2025, the Company declared dividends amounting to $435,246 to the holders of the Company’s Series A Preferred Shares. In April 2025, the Company repaid the remaining 90% of the purchase price of vessel “Neptulus” and the total purchase price of vessel “CleanImperial”, amounted on aggregate to $37,300,000 (Notes 3, 16). On April 26, 2025, the drybulk vessel “Supra Pasha”, 2012 built, was delivered to the Company. The drybulk vessel “Supra Pasha” was agreed tobe acquired from company affiliated with members of the family of the Company’s Chief Executive Officer in September 2024 (Notes 3, 16). F-30 10/17/25, 3:07 PM 20-F https://www.sec.gov/Archives/edgar/data/1876581/000119312525104005/d842389d20f.htm 160/160