UNITED STATES

PURSUANT TO RULE 13a-16 or 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

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INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached as Exhibit 99.1 to this report on Form 6-K (the “Report”) is Management's Discussion and Analysis of Financial Condition and Results of Operations and the unaudited interim condensed consolidated financial statements and related notes thereto for TOP Ships Inc. (the "Company"), as of and for the six months ended June 30, 2024.

The information contained in this Report is hereby incorporated by reference into the Company's registration statements on Form F-3 (File Nos. 333-267170, 333-268475 and 333-267545).

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Matters discussed in this Report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995, or PSLRA, provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

The Company desires to take advantage of the safe harbor provisions of the PSLRA and is including this cautionary statement in connection with this safe harbor legislation. This Report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. When used in this Report, the words "anticipate," "believe," "expect," "intend," "estimate," "forecast," "project," "plan," "potential," “continue,” “possible,” “likely,” "may," "should," and similar expressions identify forward-looking statements.

The forward-looking statements in this Report 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 the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these assumptions and matters discussed elsewhere herein and in the documents incorporated by reference herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the following:

Any forward-looking statements contained herein are made only as of the date of this Report, and except to the extent required by applicable law or regulation we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all or any of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TOP SHIPS INC.
	(Registrant)
Date: August 9, 2024	By:	/s/ Evangelos J. Pistiolis
		Evangelos J. Pistiolis
		Chief Executive Officer

Non-US GAAP Measures

This Report describes earnings before interest, taxes, depreciation and amortization (EBITDA), which is not a measure prepared in accordance with U.S. GAAP (i.e., a “Non-U.S. GAAP” measure). We define EBITDA as earnings before interest, taxes, depreciation and amortization.

EBITDA is a non-U.S. GAAP financial measure that is used as a supplemental financial measure by management and external users of financial statements, such as investors, to assess our financial and operating performance. We believe that this non-U.S. GAAP financial measure assists our management and investors by increasing the comparability of our performance from period to period. This is achieved by excluding the potentially disparate effects between periods or companies of interest, other financial items, depreciation and amortization and taxes, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect net income between periods. We believe that including EBITDA as a measure of operating performance benefits investors in (a) selecting between investing in us and other investment alternatives and (b) monitoring our ongoing financial and operational strength.

EBITDA is not a measure of financial performance under U.S. GAAP, does not represent and should not be considered as an alternative to net income, operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. EBITDA as presented below may not be comparable to similarly titled measures of other companies. See below for a reconciliation of EBITDA to Net Income, the most directly comparable U.S. GAAP measure.

Reconciliation of Net Income to EBITDA

Recent Developments

On July 12, 2024 Top Mega Yachts Inc., an 100% subsidiary of ours, entered into a share purchase agreement (“SPA”) for the purchase of the company Seawolf Ventures Limited (the “SPV”), a company affiliated with Mr. Evangelos J. Pistiolis, our President and Chief Executive Officer, (the “Seller”), which owns the M/Y Para Bellvm (the “Transaction”). The closing date of the Transaction is set to October 15, 2024 (“Closing Date”), whereby the yacht will be delivered to us.

The M/Y Para Bellvm is a Marshall Islands flagged motor yacht with a gross tonnage of 499 tons. The consideration of the purchase was $20.0 million and is payable as follows:

The Transaction was approved by a special committee of our board of directors, (the "Transaction Committee"), of which all of the directors were independent. In the course of its deliberations, the Transaction Committee hired and obtained a fairness opinion from an independent financial advisor.

B.	Liquidity and Capital Resources

Net cash used in investing activities in the six months ended June 30, 2024 was $0.1 million, consisting of $1.0 million of cash paid for advances for asset acquisition from related parties offset by $0.9 million of return of investments in unconsolidated joint ventures.

Net cash used in financing activities in the six months ended June 30, 2024 was $25.8 million, consisting of $126.6 million of principal payments and prepayments of long term, $43.9 million of redemptions of preferred shares, $28.0 million of prepayments of short term debt, $5.0 million of repayment of Vessel fair value participation liability and $3.3 million in payments of financing costs, offset by $153.0 million of proceeds from long term debt and $28.0 million of proceeds from short term debt.

DECEMBER 31, 2023 AND JUNE 30, 2024

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2024

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE AND STOCKHOLDERS’ EQUITY

(Expressed in thousands of U.S. Dollars – except number of shares and per share data)

	Mezzanine Equity												Stockholder’s Equity
													Preferred Stock								Common Stock								Additional								Total
	# of Shares				Par Value				Paid-in Capital				# of Shares				Par Value				# of Shares				Par Value				Paid – in Capital				Accumulated Deficit				stockholders’ equity
BALANCE, December 31, 2023			3,659,627				37				43,879				100,000				1				4,626,197				46				451,157				(311,740	)			139,464
Net Income			-				-				-				-				-				-				-				-				1,939				1,939
Equity offering costs (Note 9)			-				-				-				-				-				-				-				(62	)			-				(62	)
Redemptions of preferred shares (Note 5)			(3,659,627	)			(37	)			(43,879	)			-				-				-				-				-				-				-
BALANCE, June 30, 2024			-				-				-				100,000				1				4,626,197				46				451,095				(309,801	)			141,341

(Expressed in thousands of U.S. Dollars)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

The accompanying unaudited interim condensed consolidated financial statements include the accounts of Top Ships Inc. and its wholly owned subsidiaries (collectively the “Company”). Ocean Holdings Inc. was formed on January 10, 2000, under the laws of Marshall Islands and was renamed to Top Tankers Inc. and Top Ships Inc. in May 2004 and December 2007, respectively. The Company is an international provider of worldwide oil, petroleum products and bulk liquid chemicals transportation services.

As of June 30, 2024, the Company was the sole owner of all outstanding shares of the following subsidiary companies. The following list is not exhaustive as the Company has other subsidiaries relating to vessels that have been sold and that remain dormant for the periods presented in these unaudited interim condensed consolidated financial statements as well as intermediary companies that are 100% subsidiaries of the Company that own shipowning companies.

As of June 30, 2024, the Company was the owner of 50% of outstanding shares of the following companies.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These statements and the accompanying notes should be read in conjunction with the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 29, 2024.

These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the six months ended June 30, 2024 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2024.

A discussion of the Company’s significant accounting policies can be found in the Company’s annual financial statements for the fiscal year ended December 31, 2023 which have been filed with the US Securities and Exchange Commission on Form 20-F on March 29, 2024.

Vessel Depreciation: Depreciation is calculated using the straight-line method over the estimated useful life of the vessels, after deducting the estimated salvage value. Each vessel’s salvage value is equal to the product of its lightweight tonnage and estimated scrap rate, which up until December 31, 2023 was estimated to be $300 per lightweight ton. Effective January 1, 2024, the Company revised its scrap rate estimate from $300 to $430 per lightweight ton, in order to align the scrap rate estimate with the current historical average scrap prices and to better reflect current market conditions. The change in this accounting estimate, which pursuant to ASC 250 “Accounting Changes and Error Corrections” was applied prospectively and did not require retrospective application. The effect of the increase in the estimated scrap rate resulted a reduction in depreciation expense for the six months ended June 30, 2024 by $492 and a corresponding increase of $0.11 in earnings per share, basic and diluted. Management estimates the useful life of the Company’s vessels to be 25 years from the date of initial delivery from the shipyard. Second hand vessels are depreciated from the date of their acquisition through their remaining estimated useful life. When regulations place limitations over the ability of a vessel to trade on a worldwide basis, its useful life is adjusted at the date such regulations are adopted.

Recent Accounting Pronouncements Not Yet Adopted:

The Company for the six months ended June 30, 2024 the Company realized a net income of $1,939 and generated cash flow from operations of $6,713. At June 30, 2024, the Company had a working capital deficit of $12,184, which includes an amount of $6,747 of unearned revenue. This amount represents current liabilities that do not require future cash settlement. As disclosed in Note 12, on July 12, 2024, the Company has entered into a share purchase agreement for the purchase of the company Seawolf Ventures Limited, a company affiliated with Mr. Evangelos J. Pistiolis, which owns the M/Y Para Bellvm for a consideration of $20,000, payable in installments up to February 12, 2025. Out of this commitment, as of the date of this report, the Company has already settled $11,100.

4.	Vessels, net:

The balances in the accompanying unaudited interim condensed consolidated balance sheets are analyzed as follows:

 

The Company’s vessel’s titles have been transferred to their respective financing banks under each respective vessel’s sale and leaseback agreement as a security.

(a)

Central Mare – Executive Officers and Other Personnel Agreements: On September 1, 2010, the Company entered into separate agreements with Central Mare, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, the Company’s President and Chief Executive Officer, pursuant to which Central Mare provides the Company with its executive officers and other administrative employees (Chief Executive Officer, Chief Financial Officer, Chief Technical Officer and Chief Operating Officer), for which Central Mare charged the Company $180 and $180 for the six months ended June 30, 2023 and 2024 respectively.

The fees charged by and expenses relating to CSI for the six months ended June 30, 2023 and 2024 are as follows:

		Six Months Ended June 30,
		2023				2024			Presented in:
Management fees			912				948		Management fees - related parties -Statement of comprehensive income
Superintendent fees			7				14		Vessel operating expenses -Statement of comprehensive income
			-				74		Dry-docking costs -Statement of comprehensive income
Accounting and reporting cost			180				180		Management fees - related parties -Statement of comprehensive income
Commission on charter hire agreements			514				508		Voyage expenses - Statement of comprehensive income
Financing fees			-				306		Net in Current and Non-current portions of long-term debt – Balance Sheet
Total			1,613				2,030

(e)

Advances for Asset Acquisition to Related Party: On June 14, 2024 the Company entered into a non-binding letter of intent (“No-Shop LOI”) with Mr. Evangelos J. Pistiolis whereby the latter was precluded from marketing or selling the M/Y Para Bellvm (100% owned by him) except to the Company for one month. The consideration for the No-Shop LOI was $1,000. The Company on July 12, 2024 entered into a share purchase agreement (“SPA”) for the purchase of M/Y Para Bellvm and the No-Shop LOI consideration was netted-off with the consideration payable by the Company for the yacht’s purchase (Note 12).

Future minimum operating lease payments:

The Company’s future minimum operating lease payments required to be made after June 30, 2024, relating to the bareboat chartered-in vessels M/T Eco Bel Air and M/T Eco Beverly Hills are as follows:

The average remaining lease term on our chartered-in contracts greater than 12 months is 17.2 months.

The bareboat chartered-in vessels generated revenue for the six months ended June 30, 2024 amounting to $7,863. The discount rate used to calculate the present value of lease payments was calculated by taking into account the original lease term and lease payments and was estimated to be 6.72% (same as the weighted average discount rate), which was the Company’s estimated incremental borrowing rate, at the inception of the lease, that reflects the interest the Company would have to pay to borrow funds on a collateralized basis over a similar term and similar economic environment. The cash paid for operating leases with original terms greater than 12 months was $5,096 for the six months ended June 30, 2024.

Lease arrangements, under which the Company acts as the lessor

Charter agreements:

As of June 30, 2024, the Company operated one vessel (M/T Marina Del Ray) under a time charter with Weco Tankers A/S, one vessel (M/T Eco Oceano Ca) under a time charter with CTC, two vessels (M/T Eco West Coast and M/T Eco Malibu) with Clearlake Shipping Pte Ltd and four vessels (M/T’s Eco Bel Air, Eco Beverly Hills, Julius Caesar and Legio X Equestris) under time charters with Trafigura Maritime Logistics Pte Ltd.

Future minimum time-charter receipts of the Company’s vessels in operation as of June 30, 2024, based on commitments relating to non-cancellable time charter contracts, are as follows:

In arriving at the minimum future charter revenues, an estimated 20 days off-hire time to perform scheduled dry-docking in the year the drydocking is expected on each vessel has been deducted, and it has been assumed that no additional off-hire time is incurred, although there is no assurance that such estimate will be reflective of the actual off-hire in the future.

Details of the Company’s credit facilities are discussed in Note 7 of the Company’s annual financial statements for the year ended December 31, 2023 and changes in the six months ended June 30, 2024 are discussed below.

Cargill Facility

On June 29, 2018 the Company entered into a Sale and Leaseback agreement (“SLB”) and a five-year time charter with Cargill International SA (“Cargill”), a non-affiliated party, for its newbuilding vessel M/T Eco Marina Del Ray delivered in March 2019. Consummation of the SLB took place on the vessel’s delivery date. Following the sale, the Company bareboat chartered back the vessel at a bareboat hire rate of $8,600 per day and simultaneously the vessel commenced its five-year time charter with Cargill. As part of this transaction, the Company had the obligation to buy back the vessel at the end of the five-year period for $22,671. The Company had also entered into a fair value appreciation sharing agreement with Cargill whereby it would share with the latter 25% of the excess of the fair market value of the vessel over a predetermined amount amortized on a daily basis to the facility’s maturity when the vessel was sold or when the loan matured. As a result of Cargill’s entitlement to participate in the appreciation of the market value of the vessel and the Company recognized a participation liability of $5,000 as of December 31, 2023, presented in “Vessel fair value participation liability” in the consolidated balance sheets, with a corresponding debit to a debt discount account, presented contra to the loan balance. The Company purchased the vessel on May 1, 2024, on which date the value of the Fair value participation was $4,956. During the six months ended June 30, 2024, the Company amortized $1,419 of Debt discount related to this fair value participation liability, such amortization is presented in Interest and finance costs in the unaudited interim condensed consolidated statements of comprehensive income.

On November 23, 2021 the Company entered into an SLB with China Merchants Bank Financial Leasing Co. Ltd. (“CMBFL”), for its vessels M/T Julius Caesar and M/T Legio X Equestris. Consummation of the SLB took place on January 17 and March 2, 2022, respectively (the “Old CMBFL SLBs”). Following the sale, the Company has bareboat chartered back the vessels for a period of eight years at bareboat hire rates comprising of 32 consecutive quarterly installments of $675 and a balloon payment of $32,403 payable together with the last installment, plus interest based on the three months LIBOR (that was switched to Term SOFR in July 2023 and September 2023 for M/T Julius Caesar and M/T Legio X Equestris respectively) plus 2.60%.

On January 16 and January 23, 2024, the Company exercised its purchase options under the Old CMBFL SLBs and took full ownership of M/Ts Julius Caesar and Legio X Equestris for $48,604 and $49,272 respectively. Following the vessels purchase that was facilitated via Company’s cash and a short-term revolving bridge loan from HSBC Private Bank (Suisse) SA (“HSBC” and the “HSBC Bridge”), the Company on January 18 and January 25, 2024 concluded SLBs (the “1st CMBFL SLBs”) for the financing of M/Ts Julius Caesar and Legio X Equestris respectively from the same institution (CMBFL). The duration of the 1st CMBFL SLBs is for eight years and the Company has continuous options, after the first year, to buy back the vessels at purchase prices stipulated in the 1st CMBFL SLBs depending on when the option will be exercised and at the end of the eight-year period the Company has an option to buy back the vessels for a consideration of $37,500 per vessel. The 1st CMBFL SLBs have a fixed bareboat hire rate of $7,300 per annum that includes both interest and repayment. The consideration from the 1st CMBFL SLBs amounted to $125,000 ($62,500 per vessel) and the SLBs have similar customary covenants and event of default clauses as the SLBs that preceded them with CMBFL. Under the HSBC Bridge the Company drew down $20,000 on January 16, 2024 for the purchase of M/T Julius Caesar that were repaid on January 18, 2024 and another $8,000 on January 23, 2024 for the purchase of M/T Legio X Equestris that were repaid on January 25, 2024. The HSBC Bridge was for a maximum amount of $24,000 at any time, carried an interest of 3% plus term SOFR and was guaranteed by Mr. Evangelos J. Pistiolis, for which guarantee Mr. Evangelos J. Pistiolis charged the Company a 1% fee on the amounts drawn down.

The 1st CMBFL SLBs were accounted for as a financing transaction, as control will remain with the Company and the two vessels will continue to be recorded as assets on the Company’s balance sheet. In addition, the Company has continuous options to repurchase the vessels below fair value. Finally, the Company treated the 1st CMBFL SLBs as a debt modification (refinancing) of the Old CMBFL SLBs.

On May 1, 2024 the Company consummated an SLB with CMBFL (the “2nd CMBFL SLB”), for its vessel M/T Eco Marina Del Ray. Following the sale, the Company has bareboat chartered back the vessel for a period of seven years at bareboat hire rates comprising of 28 consecutive quarterly installments of $500 and a balloon payment of $14,000 payable together with the last installment, plus interest based on the three months Term SOFR plus 2.60%.

As part of this transaction, the Company has continuous options to buy back the vessel at purchase prices stipulated in the bareboat agreement depending on when the option will be exercised and at the end of the seven-year period it has an option to buy back the vessel at a cost represented by the balloon payment. The gross proceeds from the sale were $28,000.

The 2nd CMBFL SLB contains customary covenants and event of default clauses, including cross-default provisions and restrictive covenants and performance requirements including (i) a ratio of total net debt to the aggregate market value of the Company’s fleet, current or future, of no more than 75% and (ii) minimum free liquidity of $500 per vessel at the guarantor’s level. Additionally, the 2nd CMBFL SLB contains restrictions on the shipowning company incurring further indebtedness or guarantees and paying dividends when in default or if such dividend payment would result in an event of default or termination event under the 2nd CMBFL SLB. The same dividend restrictions apply to the Company as well. The 2nd CMBFL SLB has a change of control provision whereby there may not be a change of control of the Company, save with the prior written consent of the financier.

•

Ownership of M/T Eco Marina Del Ray;

•

Assignment of insurances and earnings of M/T Eco Marina Del Ray;

•

Specific assignment of any time charters of M/T Eco Marina Del Ray with duration of more than 12 months;

•

Corporate guarantee of the Company;

•

Pledge of the shares of M/T Eco Marina Del Ray’s shipowning subsidiary;

•

Pledge over the earnings account of M/T Eco Marina Del Ray.

The 2nd CMBFL SLB was accounted for as a financing transaction, as control will remain with the Company and the vessel will continue to be recorded as an asset on the Company’s balance sheet. In addition, the Company has continuous options to repurchase the vessel below fair value.

As of June 30, 2024, the Company was in compliance with all debt covenants with respect to its credit facilities. The fair value of debt outstanding on June 30, 2024, after excluding unamortized financing fees, amounted to $268,250 when valuing the 1st CMBFL SLBs on the basis of the Commercial Interest Reference Rates (“CIRR”s) as applicable on June 30, 2024, which is considered to be a Level 2 item in accordance with the fair value hierarchy. As of June 30, 2024 the applicable average SOFR was 5.3%.

A discussion of the Company’s common stock, additional paid-in capital and dividends can be found in the Company’s annual financial statements for the fiscal year ended December 31, 2023 which have been filed with the Securities and Exchange Commission on Form 20-F on March 29, 2024.

Equity distribution agreement: On May 24, 2024, the Company, entered into an equity distribution agreement, or as they are commonly known, at-the-market offering (“ATM”), with Maxim Group LLC (“Maxim”). Under the ATM the Company may sell up to $5,800 of its common stock with Maxim acting as a sales agent. Since Maxim was acting solely as a sales agent, it had no right to require any common stock sales. No warrants, derivatives, or other share classes were associated with this ATM. The Company hasn’t issued any common shares pursuant to this ATM.

No dividends were paid to common stock holders in the six months ended June 30, 2023 and 2024.

All shares issued are included in the Company’s common stock and have equal rights to vote and participate in dividends and in undistributed earnings. The components of the calculation of basic and diluted Earnings per share for the six months ended June 30, 2023 and 2024 are as follows:

 

11.	Fair Value of Financial Instruments and Derivative Instruments:

The principal financial assets of the Company consist of cash on hand and at banks, restricted cash, deposit assets, prepaid expenses and other receivables. The principal financial liabilities of the Company consist of long term loans, accounts payable due to suppliers, amounts due to related parties and accrued liabilities.

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and cash equivalents and restricted cash are considered Level 1 items as they represent liquid assets with short term maturities. The Company considers its creditworthiness when determining the fair value of its liquid assets.

The Company follows the accounting guidance for Fair Value Measurements. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The guidance requires assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories:

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.

12.	Subsequent Events:

•

An amount of $10,100 (the “First Installment”) was paid to the Seller on July 12, 2024;

•

An amount of $1,100 (the “Second Installment”) shall be paid to the Seller on a date that is no later than 30 days after the First Installment;

•

An amount of $1,100 (the “Third Installment”) shall be paid to the Seller on a date that is no later than 30 days after the Second Installment;

•

An amount of $1,100 (the “Fourth Installment”) shall be paid to the Seller on a date that is no later than 30 days after the Third Installment;

•

An amount of $1,100 (the “Fifth Installment”) shall be paid to the Seller on a date that is no later than 30 days after the Fourth Installment;

•

An amount of $1,100 (the “Sixth Installment”) shall be paid to the Seller on a date that is no later than 30 days after the Fifth Installment;

•

An amount of $2,100 (the “Seventh Installment”) shall be paid to the Seller on a date that is no later than 30 days after the Sixth Installment;

•

An amount of $1,300 including any adjustments for working capital of the SPV as of the Closing Date (the “Final Installment”) shall be paid to the Seller on a date that is no later than 30 days after the Seventh Installment.