SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
IMPERIAL PETROLEUM INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
Y3894J187
(CUSIP Number)
Galloway Capital Partners, LLC
323 Sunny Isles Blvd., 7th Fl
Sunny Isles Beach, FL 33160
(917) 405-4591
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With Copies To:
Andrew Hulsh, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
919 Third Avenue
New York, NY 10022
(212) 935-3000
September 11, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom
copies are to be sent.
* The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. Y3894J187
| 1 |
NAME OF REPORTING PERSONS
Galloway Capital Partners, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐
(b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS (see instructions)
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
398,358(1) |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
398,358(1) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
398,358(1) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (see
instructions)
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.33%*(2) |
| 14 |
TYPE OF REPORTING PERSON (see instructions)
OO |
| |
|
|
|
| (1) | The securities are held directly by Galloway Capital Partners, LLC (“GCP”). Bruce Galloway is the managing member of GCP.
Mr. Galloway has sole voting and dispositive control of GCP. Mr. Galloway may be deemed to have beneficial ownership of the common stock
held directly by GCP. |
| (2) | This percentage is calculated based upon 17,087,339 shares of Common Stock outstanding as of August 1, 2023, as reported in the Issuer’s
prospectus supplement filed with the Securities and Exchange Commission on August 14, 2023. |
| 1 |
NAME OF REPORTING PERSONS
Bruce Galloway |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐
(b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS (see instructions)
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida, United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
398,358(1) |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
398,358(1) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
398,358(1) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (see
instructions)
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.33%*(2) |
| 14 |
TYPE OF REPORTING PERSON (see instructions)
IN |
Item 1. Security and Issuer
This Schedule 13D relates to the
common stock, par value $0.01 per share (“Common Stock”), of Imperial Petroleum Inc., a Marshall Islands corporation (the
“Issuer”). The principal executive office of the Issuer is located at 331 Kifissias Avenue, Erithrea 14561, Athens, Greece.
Information given in response to each item below shall be deemed incorporated by reference in all other items below.
As
of September 11, 2023, the Reporting Persons (defined below) beneficially owned an aggregate of 398,358 shares
of Common Stock (which includes 137,700 shares of Common Stock underlying an over-the-counter American-style call option), representing
approximately 2.33% of the outstanding shares of Common Stock.
All share amounts reflect the 1-for-15
reverse split of the Common Stock effected by the Issuer on April 28, 2023.
Item 2. Identity and Background
This Schedule 13D is being filed on behalf of each of
the following persons (collectively, the “Reporting Persons”):
| |
(i) |
Galloway Capital Partners, LLC |
Galloway Capital Partners, LLC
is a Delaware limited liability company, and Bruce Galloway is a citizen of Florida. Bruce Galloway is the managing member of Galloway
Capital Partners, LLC.
The address of the principal business office of each Reporting Person is 323
Sunny Isles Blvd., 7th Fl., Sunny Isles Beach, FL 33160.
During the last five years, neither
Reporting Person nor any executive officer or director of Galloway Capital Partners, LLC has (i) been convicted in any criminal proceeding
or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was
subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source
and Amount of Funds or other Consideration.
Galloway
Capital Partners, LLC acquired 260,658 shares of Common Stock in open market purchases from January 2023 through March 2023.
Galloway Capital Partners, LLC also holds an over-the-counter American-style call option to purchase an aggregate of 137,700 shares
of Common Stock with strike prices from $3.00 to $3.50 and exercisable from October 2023 through January 2024. The aggregate
purchase price for the shares of Common Stock (which includes the call option to purchase an aggregate of 137,700 shares of Common
Stock) was approximately $2.68 per share or a total of approximately $1,066,000. Such shares of Common Stock were purchased with
investment capital of Galloway Capital Partners, LLC and Mr. Galloway.
Item 4. Purpose of Transaction.
Each Reporting Person acquired
the securities described in this Schedule 13D for investment purposes and intend to review its investment in the Issuer on a continuing
basis. Each Reporting Person may from time to time acquire additional securities of the Issuer or retain or sell all or a portion of
the shares then held by such Reporting Person, in the open market, block trades, underwritten public offerings or privately negotiated
transactions. Any actions any Reporting Person might undertake with respect to its investment in the Issuer may be made at any time and
from time to time and will be dependent upon such Reporting Person’s review of numerous factors, including, but not limited to:
ongoing evaluation of the Issuer’s business, financial condition, operations, prospects and strategic alternatives; price levels
of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business
and investment opportunities; tax considerations; liquidity of the Issuer’s securities; and other factors and future developments.
Each
Reporting Person may consider, explore and/or develop plans and/or make proposals (whether preliminary or final) with respect to, among
other things, the Issuer’s performance, operations, management, governance (including potential changes to the Board), conflicted
party transactions, capital allocation policies, and strategy and plans of the Issuer. Each Reporting Person intends to engage the Board
and management with respect to the matters referred to in the preceding sentence. In addition, each Reporting Person may, at any time
and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect
thereto and (ii) propose or consider one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
On September 11, 2023, the Reporting Persons delivered a letter to the Issuer’s Chief Executive Officer. In the
letter, the Reporting Persons highlighted management’s poor performance in enhancing shareholder value and near 99% decline in the
closing share price since March 2022. The Reporting Persons also noted its disagreement with the Issuer’s recent announced Share
Repurchase Program as well as the acquisition of two additional ships from affiliates of the CEO. The Reporting Persons also asked for two individuals of its choosing to
be appointed to the Issuer’s Board of Directors. A copy of the letter is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 5. Interest in Securities of the
Issuer.
(a) See
Items 11 and 13 on the cover pages to this Schedule 13D for the aggregate number and percentage of the class of securities identified
pursuant to Item 1 owned by the Reporting Person.
(b) Number
of shares as to which the Reporting Persons have:
i. Sole
power to vote or to direct the vote: See Item 7 on cover pages to this Statement.
ii. Shared
power to vote or to direct the vote: See Item 8 on cover pages to this Statement.
iii. Sole
power to dispose or direct the disposition: See Item 9 on cover pages to this Statement.
iv. Shared
power to dispose or direct the disposition: See Item 10 on cover pages to this Statement.
(c) Other
than as set forth in response to Item 3 above, no other transactions in the Issuer’s Common Stock by the Reporting Persons were
effected in the past 60 days.
(d) No
other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock beneficially owned by the Reporting Persons.
(e) Not
applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Galloway Capital Partners, LLC
holds an over-the-counter American-style call option to purchase an aggregate of 137,700 shares of Common Stock with strike prices from
$3.00 to $3.50 and exercisable from October 2023 through January 2024. This option does not give any Reporting Person direct or indirect
voting, investment or dispositive control over any securities of the Issuer or require the counterparties thereto to acquire, hold, vote
or dispose of any securities of the Issuer.
Except for the relationships described
above and in the responses to Items 4 and 5 herein, none of the Reporting Persons, nor, to the best of their knowledge, any persons identified
in Item 2 hereof has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person, with respect to
any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
[The remainder of this page intentionally left blank]
SIGNATURE
After reasonable inquiry and to the best of the knowledge
and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
| Dated: September 11, 2023 |
|
| |
By: |
/s/ Bruce Galloway |
| |
Name: Bruce Galloway |
| |
|
| |
GALLOWAY CAPITAL PARTNERS, LLC. |
| |
|
| |
By: |
/s/ Bruce Galloway |
| |
Name: Bruce Galloway |
| |
Title: Managing Member |
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned
hereby agree that the statement on Schedule 13D with respect to the Common Stock of Imperial Petroleum Inc, dated as of September 11,
2023 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf
of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
| |
GALLOWAY CAPITAL PARTNERS, LLC |
| |
|
| |
By: |
/s/ Bruce Galloway |
| |
|
Name: Bruce Galloway |
| |
|
Title: Managing Member |
| |
|
/s/ Bruce Galloway |
| |
|
Bruce Galloway |
Exhibit 99.2
Galloway Capital Partners, LLC
September 11, 2023
Harry Vafias, Chairman and Chief Executive Officer
Imperial Petroleum, Inc.
331 Kifissias Avenue
Erithrea 14561
Athens, Greece
Dear Mr. Vafias:
As you know, Galloway Capital Partners, LLC (“GCP”)
together with our affiliates recently sent you a letter and filed a 13D with the U.S. Securities & Exchange Commission. Since this
filing I have received a number of inquiries from shareholders who are equally dismayed at the recent actions taken by Imperial Petroleum,
Inc. (the “Company”) and the breach of fiduciary duty of its Board of Directors.
We are stunned at the recent announcement that the
Company has approved a Share Repurchase Program and the acquisition of two additional vessels from affiliates of the CEO. The press release
states in pertinent:
“ATHENS, Greece, Sept.
07, 2023 (GLOBE NEWSWIRE) -- IMPERIAL PETROLEUM INC. (Nasdaq: IMPP) (the “Company”) today announced that its Board of
Directors has approved a share repurchase program and authorized the officers of the Company to repurchase, from time to time, up to
$10,000,000 of the Company's common stock. Shares may be purchased in open market or privately negotiated transactions, at times and
prices that are considered to be appropriate by the Company, and the program may be suspended or discontinued at any time.
The Company also announced that it has entered into
an agreement to acquire two tanker vessels, the aframax tanker Stealth Haralambos, built in 2009 and the product tanker Aquadisiac built
in 2008, with an aggregate capacity of approximately 163,716 dwt. The aggregate purchase price for these acquisitions is $71 million.
Both vessels will be delivered on a charter-free basis by the end of January 2024. The Company expects to finance the purchase price with
cash-on-hand. The transaction with affiliates of the Vafias family, was approved by the Company’s audit committee comprised of independent
directors.”
The announced re-purchase of $10 million of stock from time-to-time is not sufficient. The
Company should immediately tender for the 8.5 million shares it recently sold at $2, as well as the warrants.
Secondly, engaging in additional transactions with
affiliates of the CEO reeks of self-dealing at the expense of the shareholders. In our opinion as well as that of the numerous shareholders
who have contacted me and my attorney, these transactions, the decline in the share price due to the actions taken by the Board are being
pursued to enrich you, your family and your affiliates at the expense of shareholders and investors.
The Company has offered no explanation as to why they
closed a hyper-dilutive financing which was below the share price at the time of the Offering, at a significant discount to the Company’s
asset value and all this when the Company had $100 million in cash and no debt. This transaction has significantly damaged shareholders
who have endured a decline in share price by 99%.
Said it simple terms, you and your affiliates are
personally benefitting from the decline in share price as a means to acquire a greater ownership of the Company. This is done to the
detriment of all the shareholders of the Company.
In addition, we would like to recommend two candidates
to be selected by us to be appointed to the Company’s Board of Directors. These individuals will have strong public board and capital
markets experience and will actively assist in working with the Board and its advisors to create shareholder value.
I have attempted to reach you on several occasions without any success or even the courtesy
of a response. It’s imperative that we speak as soon as possible to discuss a strategy to revitalize the share price and increase
shareholder value.
We continue to remind you that the Board of Directors
and management have a fiduciary duty to all shareholders and obligation to restore and rebuild shareholder value. We urge you to act in
a manner consistent with your fiduciary responsibilities to all of the Company’s shareholders.
I can be reached at: bgalloway@gallowaycap.com
or 917-405-4591.
Very truly yours,
Bruce Galloway
President and Chief Investment Officer
cc: John Kostoyannis, Director
George Xiradakis, Director
Imperial Petroleum (NASDAQ:IMPPP)
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