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

Rhea-AI Summary

C3is Inc. (CISS) announced the pricing of a firm commitment underwritten public offering with gross proceeds expected to be approximately $7.0 million, before deducting underwriting discounts and other estimated expenses. The offering was upsized from $6.0 Million and consists of 28,000,000 Common Units or Pre-funded Units. The Company intends to use the net proceeds for capital expenditures, payment towards the remaining purchase price for a tanker acquired in July 2023, acquisitions of additional vessels, working capital, or other general corporate purposes. The closing of the offering is expected to occur on January 23, 2024, subject to customary closing conditions.

Insights

Financial Analyst

The recent public offering by C3is Inc. represents a strategic move to raise capital for significant corporate activities, including the completion of a substantial vessel purchase and potential expansion into new maritime sectors. The upsizing from $6.0 million to $7.0 million indicates robust investor interest, potentially reflecting confidence in the company's growth prospects or sector dynamics. The offering's structure, involving Common Units and Pre-Funded Units with accompanying Warrants, provides investors with both immediate equity and future purchase rights, which could lead to dilution but also indicates a financing strategy aimed at minimizing immediate equity outflow and preserving shareholder value.

The pricing of the Common Units and Warrants suggests a discount to the market, which is a common incentive in such offerings. However, the discount rate and the exercise prices of the Warrants (150% and 170% of the Common Unit price) are critical factors that investors must consider, as they will influence the potential return on investment. The use of proceeds for capital expenditures and potential acquisitions is a forward-looking approach that could enhance the company's competitive positioning, but it also carries execution risk, particularly given the unspecified nature of the potential vessel acquisitions.

Market Research Analyst

The timing and conditions of the offering by C3is Inc. are influenced by the current state of the maritime shipping industry, which has been subject to volatility due to fluctuating demand, changes in trade patterns and regulatory developments. Investors should consider the cyclical nature of the industry and the impact of external factors such as fuel prices and geopolitical events on the company's performance. The decision to potentially diversify into other seaborne transportation sectors could be a response to these market conditions, aiming to mitigate risks associated with sector-specific downturns.

The granting of a 45-day option for Aegis Capital Corp. to cover over-allotments is a common practice known as a 'greenshoe' option, which provides a mechanism to stabilize the stock price post-offering. The involvement of reputable legal counsel in the offering process adds a layer of due diligence, although investors should independently assess the risks associated with the offering's terms and the company's future prospects.

Legal Expert

The offering is conducted under a firm commitment underwriting arrangement, which typically involves the underwriter purchasing the securities from the issuer and reselling them to the public, thereby assuming the risk of unsold securities. Compliance with SEC registration requirements, as evidenced by the effective registration statements, is crucial to ensure the legality of the offering and provide transparency for investors. The Preliminary and Final Prospectuses serve as key documents that disclose the terms, risks and intended use of proceeds to investors, adhering to securities law mandates for informed investing.

Investors should be aware that the Pre-Funded Warrants, being immediately exercisable, introduce an element of future planning in capital structure management. The legal framework surrounding the offering, including the role of the underwriter and the counsel for both the issuer and the underwriter, is designed to maintain market integrity and protect investor interests. However, investors must conduct their due diligence, understanding that legal compliance does not guarantee investment performance.

ATHENS, Greece, Jan. 19, 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 pricing of a firm commitment underwritten public offering with gross proceeds to the Company expected to be 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 consists 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 is $0.25, and the purchase price of each Pre-Funded Unit is $0.24 (which is equal to the public offering price per Common Unit minus $0.01). The Pre-Funded Warrants will be 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.

The closing of the offering is expected to occur on January 23, 2024, subject to customary closing conditions.

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.

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

The offering is being 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 preliminary prospectus (the "Preliminary Prospectus") describing the terms of the proposed offering was filed with the SEC and is available on the SEC's website located at www.sec.gov. A final prospectus (the "Final Prospectus") relating to and describing the terms of the offering will be filed with the SEC and will be available on the SEC's website located at www.sec.gov. Electronic copies of the Preliminary Prospectus and Final Prospectus, when available, 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 the closing of the offering, 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 ability to close the offering and 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 purpose of the public offering announced by C3is Inc. (CISS)?

The purpose of the public offering is to raise capital for capital expenditures, payment towards the remaining purchase price for a tanker acquired in July 2023, acquisitions of additional vessels, working capital, or other general corporate purposes.

When is the closing of the offering expected to occur?

The closing of the offering is expected to occur on January 23, 2024, subject to customary closing conditions.

Who is acting as the sole book-running manager for the offering?

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