C3is Inc. Announces Closing of $7.0 Million Upsized Underwritten Public Offering

Rhea-AI Summary

C3is Inc. (Nasdaq: CISS) announced a firm commitment underwritten public offering with gross proceeds of approximately $7.0 million. The offering was upsized from $6.0 million and consisted of 28,000,000 Common Units or Pre-Funded Units. The Company intends to use the net proceeds for capital expenditures, acquisitions of additional vessels, working capital, or other general corporate purposes.

Financial Analyst

The successful completion of C3is Inc.'s public offering, upsized from $6.0 million to $7.0 million, indicates a strong market demand for the company's securities. The gross proceeds will bolster the company's financial position, enabling it to cover capital expenditures, notably the remaining balance for an Aframax tanker acquisition. The company's flexibility to allocate funds towards potential new vessel acquisitions in various seaborne transportation sectors could diversify its revenue streams and mitigate sector-specific risks.

Investors should note the offering's structure, which includes both Common Units and Pre-Funded Units, along with Class B-1 and B-2 Warrants. The warrants' exercise prices set at a premium (150% and 170%, respectively) to the offering price, could lead to future dilution but also suggest management's confidence in the company's prospects. The immediate exercisability of Pre-Funded Warrants provides investors with an option to convert their investment into equity at a known cost, offering a potential hedge against price volatility.

The over-allotment option's partial exercise by Aegis Capital Corp. reflects additional investor interest, potentially providing a cushion against post-offering market fluctuations. However, investors should be mindful of the dilutive impact of warrant exercises and the over-allotment option on existing shareholders.

Maritime Industry Analyst

C3is Inc.'s strategic decision to allocate net proceeds towards the Aframax tanker's remaining purchase price is indicative of the company's commitment to expanding its fleet in the crude oil transportation sector. Aframax tankers, typically used for short to medium haul oil trades, are a critical component of the global oil transportation infrastructure. The company's investment in this vessel type suggests a targeted approach to capitalize on specific market segments where Aframax tankers are in demand.

Moreover, the potential expansion into other seaborne transportation sectors represents a diversification strategy that could reduce the company's exposure to the cyclicality of the dry bulk and tanker markets. This move could be seen as a response to evolving global trade patterns and the need for shipping companies to adapt to a changing economic landscape. Successful diversification could result in a more resilient business model, better equipped to handle market downturns in individual sectors.

Legal Expert

The offering's compliance with SEC regulations, as evidenced by the effective registration statements and the filing of a final prospectus, is crucial for investor confidence. The legal counsel's role, with Goodwin Procter LLP advising C3is Inc. and Sichenzia Ross Ference Carmel LLP advising Aegis Capital Corp., underscores the importance of due diligence in securities offerings.

It is important for investors to understand the legal framework governing such offerings, including the implications of the securities laws of various jurisdictions. The explicit statement that the press release does not constitute an offer to sell or a solicitation of an offer to buy in any jurisdiction where it would be unlawful is a standard disclaimer to prevent regulatory breaches. The availability of the final prospectus to investors provides transparency and access to detailed information about the offering, which is essential for making informed investment decisions.

Athens, GREECE, Jan. 23, 2024 (GLOBE NEWSWIRE) -- C3is Inc. (Nasdaq: CISS) (the “Company”), a ship-owning company providing dry bulk and crude oil tanker seaborne transportation services, today announced the closing of a firm commitment underwritten public offering with gross proceeds to the Company of approximately $7.0 million, before deducting underwriting discounts and other estimated expenses payable by the Company. The offering was upsized from $6.0 million. The offering consisted of 28,000,000 Common Units or Pre-Funded Units, each consisting of one share of common stock (“Common Share”) or Pre-Funded Warrant, one half of a Class B-1 Warrant to purchase one Common Share at an exercise price of $0.375 per share (or 150% of the price of each Common Unit sold in the offering) or pursuant to an alternative cashless exercise option, which warrant will expire on the five-year anniversary of the original issuance date (the "Class B-1 Warrants") and one Class B-2 Warrant to purchase one Common Share at an exercise price of $0.425 per share (or 170% of the price of each Common Unit sold in the offering) which warrant will expire on the five-year anniversary of the original issuance date (the "Class B-2 Warrants" and together with the Class B-1 Warrants, the "Warrants"). The purchase price of each Common Unit was $0.25, and the purchase price of each Pre-Funded Unit was $0.24 (which is equal to the public offering price per Common Unit minus $0.01). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

The Company intends to use the net proceeds from this offering for capital expenditures, including for payment towards the $38.7 million remaining purchase price for the Aframax tanker we acquired in July 2023, or acquisitions of additional vessels which we have not yet identified, which may include vessels in seaborne transportation sectors other than the drybulk and tanker sectors in which we currently operate, working capital, or for other general corporate purposes, or a combination thereof.

In addition, the Company has granted Aegis Capital Corp. a 45-day option to purchase up to 15% of the number of Common Shares and/or Pre-Funded Warrants sold in the offering, and/or additional Warrants representing up to 15% of the Warrants sold in the offering solely to cover over-allotments, if any. On January 23, 2024, Aegis partially exercised its over-allotment option with respect to 6,300,000 Series B-1 Warrants and Series B-2 Warrants.

Aegis Capital Corp. acted as the sole book-running manager for the offering. Goodwin Procter LLP served as U.S. counsel to the Company for the offering. Sichenzia Ross Ference Carmel LLP served as counsel to the sole book-running manager, Aegis Capital Corp., for the offering.

The offering was made pursuant to an effective registration statement on Form F-1 (No. 333- 276430) previously filed with the U.S. Securities and Exchange Commission (the "SEC") and declared effective by the SEC on January 18, 2024 and the Company’s registration statement on Form F-1MEF (File No. 333-276597) filed with the SEC on January 19, 2024 that became effective upon filing. A final prospectus describing the terms of the offering has been filed with the SEC and is available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus may be obtained by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at (212) 813-1010.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

ABOUT C3IS INC.

C3is Inc. is a ship-owning company providing dry bulk and crude oil seaborne transportation services. The Company owns three vessels, two handysize dry bulk carriers with a total capacity of 64,000 deadweight tons (dwt) and an Aframax oil tanker with a cargo carrying capacity of approximately 115,800 dwt, resulting with a fleet total capacity of 179,800 dwt. C3is Inc.’s shares of Common Stock are listed on the Nasdaq Capital Market and trade under the symbol “CISS.”

Forward-Looking Statements

Matters discussed in this release may constitute forward-looking statements. Forward-looking statements reflect our current views with respect to future events and financial performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, or impact or duration of the COVID-19 pandemic and underlying assumptions and other statements, which are other than statements of historical facts. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although C3IS INC. believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, C3IS INC. cannot assure you that it will achieve or accomplish these expectations, beliefs or projections. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include risks discussed in our filings with the SEC and the following: the anticipated use of proceeds from the offering, the impact of the COVID-19 pandemic and efforts throughout the world to contain its spread, the strength of world economies and currencies, general market conditions, including changes in charter hire rates and vessel values, charter counterparty performance, changes in demand that may affect attitudes of time charterers to scheduled and unscheduled dry-dockings, shipyard performance, changes in C3IS INC’s operating expenses, including bunker prices, dry-docking and insurance costs, ability to obtain financing and comply with covenants in our financing arrangements, or actions taken by regulatory authorities, potential liability from pending or future litigation, domestic and international political conditions, the conflict in Ukraine and related sanctions, potential disruption of shipping routes due to accidents and political events or acts by terrorists.

Company Contact:

Nina Pyndiah

Chief Financial Officer

C3is INC.

00-30-210-6250-001

E-mail: info@c3is.pro

FAQ

What is the ticker symbol of C3is Inc.?

The ticker symbol of C3is Inc. is CISS.

How much was the gross proceeds from the public offering?

The gross proceeds from the public offering were approximately $7.0 million.

What is the intended use of the net proceeds from the offering?

The net proceeds from the offering will be used for capital expenditures, acquisitions of additional vessels, working capital, or other general corporate purposes.

Who acted as the sole book-running manager for the offering?

Aegis Capital Corp. acted as the sole book-running manager for the offering.

Where can the final prospectus of the offering be obtained?

The final prospectus of the offering can be obtained from Aegis Capital Corp. or the SEC's website.