SEC Form 6-K filed by Robin Energy Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K

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REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2025

 

Commission File Number 001-42543

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ROBIN ENERGY LTD.

(Translation of registrant’s name into English)

(Address of principal executive office)

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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒   Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

Reverse Stock Split

 

On December 23, 2025, Robin Energy Ltd. (the “Company”) filed an amendment to its Amended and Restated Articles of Incorporation with the Registrar of Corporations of the Republic of the Marshall Islands, to effectuate its previously announced reverse stock split of the Company’s issued and outstanding shares of common stock, par value of $0.001 per share. A copy of the amendment is attached hereto as Exhibit 4.1.

 

Effective as of 11:59 p.m. Eastern time on December 23, 2025, the Company effected a one-for-five (1-for-5)  reverse stock split of its shares of common stock, and the Company’s common stock began trading on a split-adjusted basis on The Nasdaq Capital Market (“Nasdaq”) as of the opening of trading on December 24, 2025. The reverse stock split reduced the number of outstanding shares of the Company’s common stock from approximately 14.0 million to approximately 2.8 million and affected all outstanding shares of common stock. No fractional shares were issued in connection with the reverse stock split. Stockholders who would otherwise hold a fractional share of the Company’s common stock received a cash payment in lieu of such fractional share at a price equal to that fraction of a share to which the stockholder would otherwise be entitled, multiplied by the closing price of the Company’s shares of common stock on Nasdaq on December 23, 2025 (as adjusted for the reverse stock split). The reverse stock split ratio approved by the board of directors is within the range of ratios for a reverse stock split authorized by the stockholders of the Company.

 

The par value per share, the voting rights of the shares of common stock, any shareholder’s ownership percentage (subject to the effects of rounding) or any other terms of the Company’s shares of common stock were not affected by the reverse stock split. The Company’s post-reverse split common shares have a new CUSIP number, Y73118 112, and continue to trade on the Nasdaq Capital Market under the symbol “RBNE”.

 

A copy of the new form of share certificate for the Company’s post-reverse stock split shares of common stock is attached hereto as Exhibit 4.2.

 

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This report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (Reg. No. 333-288459 and Reg. No. 333-286726).

 

SIGNATURES

 

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.

 

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