Imperial Petroleum Inc. Announces Record Date for Distribution of C3is Inc. Shares for Spin-Off of Two Drybulk Carriers
June 02 2023 - 4:30PM
Imperial Petroleum Inc. (Nasdaq: IMPP) (the “Company”), a
ship-owning company providing petroleum products, crude oil and dry
bulk seaborne transportation services, today announced that the
record date for the spin-off distribution of shares of common stock
(“common shares”) of C3is Inc., the newly formed subsidiary that
will act as the holding company for two of its drybulk carriers, is
June 13, 2023.
Stockholders and warrantholders of the Company
will receive one C3is common share for every eight shares of
Imperial Petroleum’s common stock (“Imperial Petroleum common
stock”) owned, or in the case of holders of Imperial Petroleum’s
outstanding Warrants that they have the right to purchase pursuant
to Warrants owned, at the close of business on June 13, 2023 (the
“Record Date”). The distribution is expected to be made on or about
June 21, 2023 (the “Distribution Date”). Fractional common shares
will not be distributed. Instead, the distribution agent will
aggregate fractional common shares into whole shares, sell such
whole shares in the open market at prevailing rates promptly after
C3is common shares commence trading on the Nasdaq Capital Market,
and distribute the net cash proceeds from the sales pro rata to
each holder who would otherwise have been entitled to receive
fractional common shares in the distribution. Shares of Imperial
Petroleum common stock will trade with due bills from the Record
Date through and including the Distribution Date. Accordingly,
shareholders and warrantholders of the Company as of the Record
Date must continuously hold such shares of Imperial Petroleum
common stock and Imperial Petroleum’s Warrants through and
including the Distribution Date in order to receive shares of C3is
Inc. in the spin-off.
The spin-off transaction is expected to be
completed on or around June 21, 2023, and remains subject to C3is
Inc.’s registration statement on Form F-1 being declared effective
by the U.S. Securities and Exchange Commission and the approval of
the listing of C3is Inc.’s common shares on the Nasdaq Capital
Market.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities and
shall not constitute an offer, solicitation or sale of any security
in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to consummation of the spin-off
transaction. A registration statement relating to these securities
has been filed with the U.S. Securities and Exchange Commission but
has not yet become effective. These securities may not be sold nor
may offers to acquire be accepted prior to the time the
registration statement becomes effect. When available, a prospectus
may be obtained from the Company.
About Imperial Petroleum
Inc.
Imperial Petroleum Inc. is a ship-owning company
providing petroleum products, crude oil and drybulk seaborne
transportation services. The Company owns a total of twelve
vessels; five M.R. product tankers, one Aframax oil tanker, two
Suezmax tankers and four Handysize dry bulk carriers with a total
capacity of 808,000 deadweight tons (dwt). Imperial Petroleum
Inc.’s shares of common stock and 8.75% Series A Cumulative
Redeemable Perpetual Preferred Stock are listed on the Nasdaq
Capital Market and trade under the symbols “IMPP” and “IMPPP”,
respectively.
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, 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 IMPERIAL PETROLEUM 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, IMPERIAL PETROLEUM 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 the
expected benefits and costs of the intended spin-off transaction,
the expected timing of the completion of the spin-off transaction
and the transaction terms, the risks discussed in our filings with
the U.S. Securities and Exchange Commission and the following:
impact of any resurgence 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
drydockings, shipyard performance, changes in IMPERIAL PETROLEUM
INC’s operating expenses, including bunker prices, drydocking 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.
Risks and uncertainties are further described in
reports filed by IMPERIAL PETROLEUM INC. with the U.S. Securities
and Exchange Commission.
Company Contact:
Fenia Sakellaris IMPERIAL PETROLEUM INC. E-mail:
info@imperialpetro.com
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