SEC Form SC 13D/A filed by Imperial Petroleum Inc. (Amendment)

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)^*

 

 

IMPERIAL PETROLEUM INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Y3894J187

(CUSIP Number)

Harry N. Vafias

c/o Imperial Petroleum Inc.

331 Kifissias Avenue

Erithrea 14561

Athens, Greece

011 30210 625 0001

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 12, 2024

(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).

(Continued on following pages)

 

 

 

CUSIP No. Y3894J187		13D

 

1		NAME OF REPORTING PERSONS    Flawless Management Inc.
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    Republic of the Marshall Islands

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    0
				8		SHARED VOTING POWER    6,991,255
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER    6,991,255

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    6,991,255
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11    23.8%
14		TYPE OF REPORTING PERSON (see instructions)    CO

CUSIP No. Y3894J187		13D

 

1		NAME OF REPORTING PERSONS    Arethusa Properties LTD
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    British Virgin Islands

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    0
				8		SHARED VOTING POWER    2,680,991
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER    2,680,991

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    2,680,991
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11    9.1%
14		TYPE OF REPORTING PERSON (see instructions)    CO

CUSIP No. Y3894J187		13D

 

1		NAME OF REPORTING PERSONS    Harry N. Vafias
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    GREECE

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    1,618,913
				8		SHARED VOTING POWER    9,672,246
				9		SOLE DISPOSITIVE POWER    1,618,913
				10		SHARED DISPOSITIVE POWER    9,672,246

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    11,291,159
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11    38.4%*
14		TYPE OF REPORTING PERSON (see instructions)    IN

AMENDMENT NO. 6 TO

STATEMENT ON SCHEDULE 13D

This Amendment No. 6 (this “Amendment No. 6”) to Schedule 13D (originally filed on August 4, 2023 and amended by Amendment No. 1 filed on August 23, 2023, Amendment No. 2 filed on November 3, 2023, Amendment No. 3 filed on December 11, 2023, Amendment No. 4 filed on December 22, 2023 and Amendment No. 5 filed on January 8, 2024), relates to the common stock, par value $0.01 per share (“Common Stock”), of Imperial Petroleum Inc., a Marshall Islands corporation (the “Issuer”), and is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 13 and incorporated herein by reference) by and between Flawless Management Inc., a Republic of the Marshall Islands corporation (“Flawless”), Arethusa Properties LTD, a British Virgin Islands company (“Arethusa”), and Harry N. Vafias in his personal capacity (sometimes collectively referred to as the “Reporting Persons”).

Information given in response to each item below shall be deemed incorporated by reference in all other items below. Unless indicated otherwise, all items left blank remain unchanged, and any items which are amended below are deemed to amend and update the existing items in the Schedule 13D.

All share amounts reflect the 1-for-15 reverse split of the Common Stock effected by the Issuer on April 28, 2023.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended by adding the following paragraphs to the end of Item 3:

This Amendment No. 6 is being filed by the Reporting Persons to update the number of shares beneficially owned by Harry N. Vafias as a result of the acquisition by Mr. Vafias on April 12, 2024, as compensatory awards, 280,000 shares of restricted Common Stock, 50% of which vest on April 12, 2025 and 50% of which vest on April 12, 2026, subject to satisfaction of the time-based vesting terms. On April 12, 2024, Mr. Vafias also acquired, as compensatory awards, options exercisable to acquire 100,000 shares of Common Stock at an exercise price per share of $3.60, the closing price of the Common Stock on April 12, 2024, and an option expiration date of April 12, 2034, 50% of which options vest on April 12, 2025 and 50% of which options vest on April 12, 2026, subject to satisfaction of the time-based vesting terms, which underlying shares are excluded from the number of shares beneficially owned by Mr. Vafias. On April 3, 2024, Mr. Vafias’s father, Nikolaos Vafias, transferred 41,275 shares of Common Stock to Mr. Vafias without consideration.

This Amendment No. 6 also updates the percentage of Common Stock of the Company beneficially owned by the Reporting Persons based on the revised total number of outstanding shares of Common Stock, as reported by the Issuer in the Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 12, 2024.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investment in the Issuer on a continuing basis. Any 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 the Reporting Persons, 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.

Mr. Vafias serves as the Chairman and Chief Executive Officer of the Issuer and therefore regularly engages in discussions with management of the Issuer, the board of directors of the Issuer, other shareholders of the Issuer and other relevant parties, which discussions may include matters ranging from the operations and conduct of the Issuer’s business to considering or exploring extraordinary corporate transactions including the events listed in Items

4(a) through 4(j) of Schedule 13D. In connection with these discussions, the Reporting Persons may, either directly or through one or more affiliates, determine to take any available course of action or to take no course of action and may at any time and from time to time take steps to further or implement such course of action, including any of the events listed in Items 4(a) through 4(j) of Schedule 13D. Any action or actions the Reporting Persons may undertake with respect to their investment in the Issuer or the operations and conduct of the Issuer’s business will be dependent upon the Reporting Persons’ review of numerous factors, including those listed above, and the Reporting Persons specifically reserve the right to change their intentions, or to formulate plans and proposals, with respect to any or all of the matters described in this paragraph, subject to applicable law and regulations.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated to read as follows:

(a) See Items 11 and 13 on the cover pages to this Amendment No. 6 for the aggregate number and percentage of the class of Common Stock owned by each Reporting Person.

(b) Number of shares as to which each Reporting Person has:

 

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) Except as set forth in this Schedule, none of the Reporting Persons has engaged in any transaction in any Common Stock during 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 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

Exhibit 13: Joint Filing Agreement, dated April 16, 2024, among Flawless Management Inc., Arethusa Properties LTD and Harry N. Vafias.

[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: April 16, 2024