|
Form 20-F ☒
|
Form 40-F ☐
|
|
ROBIN ENERGY LTD.
|
||
|
Dated: September 23, 2026
|
||
|
By:
|
/s/ Petros Panagiotidis
|
|
|
Petros Panagiotidis
|
||
|
Chairman and Chief Executive Officer
|
||

| • |
Total vessel revenues: $2.6 million, as compared to $2.0 million for the three months ended June 30, 2025, or a 29.2% increase;
|
| • |
Net income: $5.6 million, as compared to $0.5 million for the three months ended June 30, 2025, or a 980.7% increase;
|
| • |
Operating income: $5.8 million, as compared to $0.3 million for the three months ended June 30, 2025, or a 1,571% increase;
|
| • |
Earnings per common share, basic: $11.01 per share, as compared to $10.88 per share for the three months ended June 30, 2025;
|
| • |
Adjusted net income(1): $6.0 million, as compared to $0.5 million for the three months ended June 30, 2025;
|
| • |
EBITDA(1): $6.0 million, as compared to $0.7 million for the three months ended June 30, 2025;
|
| • |
Adjusted EBITDA(1): $6.4 million, as compared to $0.7 million for the three months ended June 30, 2025;
|
| • |
Cash of $35.7 million as of June 30, 2026, as compared to $5.6 million as of December 31, 2025;
|
| • |
During the three months ended June 30, 2026, we received gross proceeds of $2.2 million by issuing 0.1 million common shares through an at-the-market (“ATM”) offering agreement entered into on November 13, 2025,
with Maxim Group LLC and Rodman & Renshaw LLC, pursuant to which we offered and sold common shares through the sales agents at our discretion. As of September 23, 2026, there were no further transactions;
|
| • |
On March 24, 2026, we commenced a tender offer to purchase up to 66,667 common shares (1,000,000 common shares pre-reverse stock split as described below) at $3.00 per share (pre-reverse stock split as described
below), which expired on April 23, 2026. The offer was oversubscribed and the Company accepted 66,667 shares for an aggregate cost of $3.0 million excluding fees relating to the offer; and
|
| • |
On April 22, 2026, we entered into an agreement with an unaffiliated third party for the sale of the M/T Wonder Mimosa, a 2006-built Handysize product tanker, for a price of $12.8 million. The vessel was
delivered to its new owners on April 29, 2026, and we recorded during the second quarter of 2026 a net gain of $6.2 million from the sale of the M/T Wonder Mimosa.
|
| • |
Total vessel revenues: $8.0 million, as compared to $3.6 million for the six months ended June 30, 2025, or a 121.5% increase;
|
| • |
Net income: $6.1 million, as compared to $0.4 million for the six months ended June 30, 2025, or a 1,306% increase;
|
| • |
Earnings per common share, basic: $14.07 per share, as compared to $9.42 per share for the six months ended June 30, 2025;
|
| • |
Adjusted net income(1): $7.4 million, as compared to $0.4 million for the six months ended June 30, 2025;
|
| • |
EBITDA(1): $7.3 million, as compared to $1.0 million for the six months ended June 30, 2025;
|
| • |
Adjusted EBITDA(1): $8.6 million, as compared to $1.0 million for the six months ended June 30, 2025; and
|
| • |
During the six months ended June 30, 2026, we received gross proceeds of $17.1 million by issuing 0.4 million common shares through the ATM offering agreement entered into on November 13, 2025, with Maxim Group
LLC and Rodman & Renshaw LLC, pursuant to which we offered and sold common shares through the sales agents at our discretion.
|
|
Name
|
Type
|
DWT
|
Year
Built
|
Country of
Construction
|
Type of
Employment
|
Gross Charter
Rate
|
Estimated Redelivery
Date
|
|
|
Earliest
|
Latest
|
|||||||
|
Dream Syrax
|
LPG carrier 5,000 cbm
|
5,158
|
2015
|
Japan
|
Time Charter period
|
$360,000 per month
|
Feb-27
|
Mar-27
|
|
Dream Terrax
|
LPG carrier 5,000 cbm
|
4,743
|
2020
|
Japan
|
Time Charter period
|
$353,000 per month
|
Dec-26
|
Jan-27
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
|
(Expressed in U.S. dollars)
|
June 30,
2026
(unaudited)
|
June 30,
2025
(unaudited)
|
June 30,
2026
(unaudited)
|
June 30,
2025
(unaudited)
|
||||||||||||
|
Total vessel revenues
|
$
|
2,599,440
|
$
|
2,011,664
|
$
|
7,973,158
|
$
|
3,598,828
|
||||||||
|
Operating income
|
$
|
5,817,634
|
$
|
348,228
|
$
|
7,144,305
|
$
|
270,732
|
||||||||
|
Net income and comprehensive income
|
$
|
5,574,735
|
$
|
515,860
|
$
|
6,099,699
|
$
|
433,783
|
||||||||
|
Adjusted net income(1)
|
$
|
6,001,251
|
$
|
515,860
|
$
|
7,374,885
|
$
|
433,783
|
||||||||
|
EBITDA(1)
|
$
|
5,972,434
|
$
|
715,144
|
$
|
7,308,954
|
$
|
999,495
|
||||||||
|
Adjusted EBITDA(1)
|
$
|
6,398,950
|
$
|
715,144
|
$
|
8,584,140
|
$
|
999,495
|
||||||||
|
Earnings per common share, basic
|
$
|
11.01
|
$
|
10.88
|
$
|
14.07
|
$
|
9.42
|
||||||||
|
Earnings per common share, diluted
|
$
|
1.89
|
$
|
2.35
|
$
|
3.25
|
$
|
2.00
|
||||||||
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
(Expressed in U.S. dollars except for operational data)
|
2026
|
2025
|
2026
|
2025
|
||||||||||||
|
Ownership Days(1)(7)
|
211
|
91
|
481
|
181
|
||||||||||||
|
Available Days(2)(7)
|
211
|
91
|
481
|
181
|
||||||||||||
|
Operating Days(3)(7)
|
191
|
91
|
461
|
181
|
||||||||||||
|
Daily TCE Rate(4)
|
$
|
11,381
|
$
|
20,054
|
$
|
15,023
|
$
|
17,617
|
||||||||
|
Fleet Utilization(5)(7)
|
91
|
%
|
100
|
%
|
96
|
%
|
100
|
%
|
||||||||
|
Daily vessel operating expenses(6)
|
$
|
5,702
|
$
|
6,577
|
$
|
5,680
|
$
|
6,840
|
||||||||
| (1) |
Ownership Days are the total number of calendar days in a period during which we owned a vessel.
|
| (2) |
Available Days are the Ownership Days in a period less the aggregate number of days our vessels are off-hire due to scheduled repairs, dry-dockings or special or intermediate surveys.
|
| (3) |
Operating Days are the Available Days in a period after subtracting unscheduled off-hire and idle days.
|
| (4) |
Daily TCE Rate is not a recognized metric under U.S. GAAP. Please refer to Appendix B for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial
measure calculated and presented in accordance with U.S. GAAP.
|
| (5) |
Fleet Utilization is calculated by dividing the Operating Days during a period by the number of Available Days during that period.
|
| (6) |
Daily vessel operating expenses are calculated by dividing vessel operating expenses for the relevant period by the Ownership Days for such period.
|
| (7) |
Our definitions of Ownership Days, Available Days, Operating Days, Fleet Utilization may not be comparable to those reported by other companies.
|
|
(In U.S. dollars except for number of share data)
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
REVENUES
|
||||||||||||||||
|
Pool revenues
|
460,440
|
2,011,664
|
3,725,158
|
3,598,828
|
||||||||||||
|
Time charter revenues
|
2,139,000
|
—
|
4,248,000
|
—
|
||||||||||||
|
Total vessel revenues
|
$
|
2,599,440
|
$
|
2,011,664
|
$
|
7,973,158
|
$
|
3,598,828
|
||||||||
|
EXPENSES
|
||||||||||||||||
|
Voyage expenses (including commissions to related party)
|
(198,121
|
)
|
(186,786
|
)
|
(747,043
|
)
|
(410,169
|
)
|
||||||||
|
Vessel operating expenses
|
(1,203,197
|
)
|
(598,494
|
)
|
(2,732,190
|
)
|
(1,238,068
|
)
|
||||||||
|
General and administrative expenses (including related party fees)
|
(763,969
|
)
|
(413,887
|
)
|
(1,574,630
|
)
|
(756,423
|
)
|
||||||||
|
Management fees - related parties
|
(246,100
|
)
|
(97,461
|
)
|
(544,600
|
)
|
(193,851
|
)
|
||||||||
|
Depreciation and amortization
|
(577,162
|
)
|
(366,808
|
)
|
(1,437,133
|
)
|
(729,585
|
)
|
||||||||
|
Gain on sale of vessel
|
6,206,743
|
—
|
6,206,743
|
—
|
||||||||||||
|
Operating income
|
$
|
5,817,634
|
$
|
348,228
|
$
|
7,144,305
|
$
|
270,732
|
||||||||
|
Finance costs, net (1)
|
179,463
|
167,524
|
227,878
|
163,873
|
||||||||||||
|
Other expenses, net(2)
|
(422,362
|
)
|
108
|
(1,272,484
|
)
|
(822
|
)
|
|||||||||
|
Net income and comprehensive income, net of taxes
|
$
|
5,574,735
|
$
|
515,860
|
$
|
6,099,699
|
$
|
433,783
|
||||||||
|
Dividend on Series A Preferred Shares
|
(125,000
|
)
|
(106,944
|
)
|
(250,000
|
)
|
(106,944
|
)
|
||||||||
|
Net income attributable to common shareholders
|
$
|
5,449,735
|
$
|
408,916
|
$
|
5,849,699
|
$
|
326,839
|
||||||||
|
Earnings per common share, basic
|
$
|
11.01
|
$
|
10.88
|
$
|
14.07
|
$
|
9.42
|
||||||||
|
Earnings per common share, diluted
|
$
|
1.89
|
$
|
2.35
|
$
|
3.25
|
$
|
2.00
|
||||||||
|
Weighted average number of common shares outstanding, basic:
|
495,075
|
37,567
|
415,863
|
34,710
|
||||||||||||
|
Weighted average number of common shares outstanding, diluted:
|
2,953,943
|
219,398
|
1,875,095
|
216,541
|
||||||||||||
| (1) |
Includes finance costs and interest income, if any.
|
|
|
(2) |
Includes aggregated amounts for foreign exchange gains/(losses) and change in fair value of crypto assets-Bitcoin, as applicable in each period.
|
|
|
June 30,
2026
|
December 31,
2025
|
||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
$
|
35,739,253
|
$
|
5,649,692
|
||||
|
Due from related parties
|
4,619,805
|
6,034,859
|
||||||
|
Investment in crypto assets-Bitcoin
|
2,576,214
|
3,851,400
|
||||||
|
Other current assets
|
1,839,288
|
1,166,860
|
||||||
|
Total current assets
|
44,774,560
|
16,702,811
|
||||||
|
NON-CURRENT ASSETS:
|
||||||||
|
Vessels, net
|
31,999,671
|
39,207,988
|
||||||
|
Due from related parties
|
592,620
|
981,162
|
||||||
|
Other non-current assets
|
1,346,643
|
2,057,152
|
||||||
|
Total non-current assets
|
33,938,934
|
42,246,302
|
||||||
|
Total assets
|
78,713,494
|
58,949,113
|
||||||
|
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Due to related party
|
106,944
|
106,944
|
||||||
|
Other current liabilities
|
3,289,238
|
2,495,422
|
||||||
|
Total current liabilities
|
3,396,182
|
2,602,366
|
||||||
|
NON-CURRENT LIABILITIES:
|
||||||||
|
Total non-current liabilities
|
—
|
—
|
||||||
|
Total liabilities
|
3,396,182
|
2,602,366
|
||||||
|
MEZZANINE EQUITY:
|
||||||||
|
1.00% Series A fixed rate cumulative perpetual convertible preferred shares: 2,000,000 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively, aggregate liquidation preference of
$50,000,000 as of June 30, 2026, and December 31, 2025, respectively
|
25,877,180
|
25,877,180
|
||||||
|
Total mezzanine equity
|
25,877,180
|
25,877,180
|
||||||
|
SHAREHOLDERS’ EQUITY:
|
||||||||
|
Common shares, $0.001 par value: 3,900,000,000 shares authorized; 582,524 and 187,049 issued; 582,524 and 184,991 shares (net of 2,058 treasury shares) shares outstanding as of June 30, 2026, and December 31, 2025, respectively.
|
582
|
187
|
||||||
|
Preferred shares, $0.001 par value: 100,000,000 shares authorized; Series B preferred shares: 40,000 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively.
|
40
|
40
|
||||||
|
Additional paid-in capital
|
44,566,504
|
31,576,581
|
||||||
|
Treasury shares; 0 and 2,058 shares as of June 30, 2026 and December 31, 2025, respectively
|
—
|
(130,548
|
)
|
|||||
|
Retained earnings/(accumulated deficit)
|
4,873,006
|
(976,693
|
)
|
|||||
|
Total shareholders’ equity
|
49,440,132
|
30,469,567
|
||||||
|
Total liabilities, mezzanine equity and shareholders’ equity
|
$
|
78,713,494
|
$
|
58,949,113
|
||||
|
(Expressed in U.S. Dollars)
|
Six Months Ended June 30,
|
|||||||
|
2026
|
2025
|
|||||||
|
Cash Flows (used in)/provided by Operating Activities:
|
||||||||
|
Net income
|
$
|
6,099,699
|
$
|
433,783
|
||||
|
Adjustments to reconcile net income to net cash provided by Operating activities:
|
||||||||
|
Depreciation and amortization
|
1,437,133
|
729,585
|
||||||
|
Change in fair value of crypto assets-Bitcoin
|
1,275,186
|
—
|
||||||
|
Gain on sale of vessel
|
(6,206,743
|
)
|
—
|
|||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Accounts receivable trade
|
(760,662
|
)
|
(303,922
|
)
|
||||
|
Inventories
|
59,656
|
(20,346
|
)
|
|||||
|
Due from/to related parties
|
1,903,596
|
12,201,784
|
||||||
|
Prepaid expenses and other assets
|
386,347
|
(124,791
|
)
|
|||||
|
Accounts payable
|
365,416
|
(259,998
|
)
|
|||||
|
Accrued liabilities
|
237,897
|
410,425
|
||||||
|
Deferred revenue
|
15,000
|
—
|
||||||
|
Dry-dock costs paid
|
(16,259
|
)
|
—
|
|||||
|
Net Cash provided by Operating Activities
|
4,796,266
|
13,066,520
|
||||||
|
Cash flow (used in)/provided by Investing Activities:
|
||||||||
|
Capitalized vessel improvements
|
(118,638
|
)
|
—
|
|||||
|
Net proceeds from sale of vessel
|
12,328,880
|
—
|
||||||
|
Net cash provided by Investing Activities
|
12,210,242
|
—
|
||||||
|
Cash flows (used in)/provided by Financing Activities:
|
||||||||
|
Net increase in former parent company Investment
|
—
|
329,618
|
||||||
|
Gross proceeds from issuance of common shares pursuant to registered direct offerings
|
—
|
17,157,000
|
||||||
|
Common share issuance expenses pursuant to registered direct offerings
|
—
|
(1,501,182
|
)
|
|||||
|
Payment of Dividend on Series A Preferred Shares
|
(250,000
|
)
|
(1,389
|
)
|
||||
|
Gross proceeds from issuance of common shares pursuant to ATM
|
17,050,366
|
—
|
||||||
|
Common share issuance expenses pursuant to ATM
|
(681,938
|
)
|
—
|
|||||
|
Capital contribution from former parent company due to spin-off
|
—
|
10,356,450
|
||||||
|
Payment for repurchase of common shares pursuant to self-
tender offer
|
(3,035,375
|
)
|
||||||
|
Net cash provided by Financing Activities
|
13,083,053
|
26,340,497
|
||||||
|
Net increase in cash and cash equivalents
|
30,089,561
|
39,407,017
|
||||||
|
Cash and cash equivalents at the beginning of the period
|
5,649,692
|
369
|
||||||
|
Cash and cash equivalents at the end of the period
|
$
|
35,739,253
|
$
|
39,407,386
|
||||
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
(In U.S. dollars, except for Available Days)
|
2026
|
2025
|
2026
|
2025
|
||||||||||||
|
Total vessel revenues
|
$
|
2,599,440
|
$
|
2,011,664
|
$
|
7,973,158
|
$
|
3,598,828
|
||||||||
|
Voyage expenses (including commissions to related party)
|
(198,121
|
)
|
(186,786
|
)
|
(747,043
|
)
|
(410,169
|
)
|
||||||||
|
TCE revenues
|
$
|
2,401,319
|
$
|
1,824,878
|
$
|
7,226,115
|
$
|
3,188,659
|
||||||||
|
Available Days
|
211
|
91
|
481
|
181
|
||||||||||||
|
Daily TCE Rate
|
$
|
11,381
|
$
|
20,054
|
$
|
15,023
|
$
|
17,617
|
||||||||
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
(In U.S. dollars)
|
2026
|
2025
|
2026
|
2025
|
||||||||||||
|
Net income, net of taxes
|
$
|
5,574,735
|
$
|
515,860
|
$
|
6,099,699
|
$
|
433,783
|
||||||||
|
Depreciation and amortization
|
577,162
|
366,808
|
1,437,133
|
729,585
|
||||||||||||
|
Finance costs, net(1)
|
(179,463
|
)
|
(167,524
|
)
|
(227,878
|
)
|
(163,873
|
)
|
||||||||
|
EBITDA
|
$
|
5,972,434
|
$
|
715,144
|
$
|
7,308,954
|
$
|
999,495
|
||||||||
|
Change in fair value of crypto assets-Bitcoin
|
$
|
426,516
|
$
|
—
|
$
|
1,275,186
|
$
|
—
|
||||||||
|
Adjusted EBITDA
|
$
|
6,398,950
|
$
|
715,144
|
$
|
8,584,140
|
$
|
999,495
|
||||||||
| (1) |
Includes finance costs and interest income, if any.
|
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
(In U.S. dollars)
|
2026
|
2025
|
2026
|
2025
|
||||||||||||
|
Net income, net of taxes
|
$
|
5,574,735
|
$
|
515,860
|
$
|
6,099,699
|
$
|
433,783
|
||||||||
|
Change in fair value of crypto assets-Bitcoin
|
426,516
|
—
|
1,275,186
|
—
|
||||||||||||
|
Adjusted net income
|
$
|
6,001,251
|
$
|
515,860
|
$
|
7,374,885
|
$
|
433,783
|
||||||||