UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2019

Commission File Number 001-37889


                              TOP SHIPS INC.                             
(Translation of registrant's name into English)

1 VAS. SOFIAS & MEG.
ALEXANDROU STREET
151 24, MAROUSSI
                              ATHENS, GREECE                             
(Address of principal executive offices)


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 [X]       Form 40-F [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ].

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ].

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.


INFORMATION CONTAINED IN THIS FORM 6-K REPORT


Attached to this Report on Form 6-K as Exhibit 99.1 is a copy of the press release of TOP Ships Inc. (the “Company”), dated August 21, 2019: TOP Ships Announces Reverse Stock Split.

Attached to this Report on Form 6-K as Exhibit 99.2 is a copy of the Articles of Amendment to the Third Amended and Restated Articles of Incorporation.

The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company's registration statement on Form F-3 (File No. 333-215577) that was filed with the SEC and became effective on February 1, 2017.


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.


 
TOP SHIPS INC.
 
(registrant)
   
Dated: August 22, 2019
By:
/s/ Evangelos J. Pistiolis
   
Evangelos J. Pistiolis
   
Chief Executive Officer








Exhibit 99.1


TOP SHIPS ANNOUNCES REVERSE STOCK SPLIT

ATHENS, GREECE – August 21, 2019 – TOP Ships Inc. (Nasdaq: TOPS), an international ship-owning company (the “Company”), announced today that it has determined to effect a 1-for-20 reverse stock split of the Company’s issued common shares. The Company's shareholders approved the reverse stock split and granted the Board the authority to determine the exact split ratio and when to proceed with the reverse stock split at the Company's Annual Meeting of Shareholders held on August 7, 2019.
The reverse stock split will take effect, and the Company's common stock will begin trading on a split-adjusted basis on the NASDAQ Capital Market, as of the opening of trading on Thursday, August 22, 2019 under the existing ticker symbol "TOPS". The new CUSIP number for the Company's common stock will be Y8897Y 164.
When the reverse stock split becomes effective, every 20 shares of the Company's issued and outstanding common stock will be automatically combined into one issued and outstanding share of common stock without any change in the par value per share or the total number of authorized shares. This will reduce the number of outstanding shares of the Company's common stock from approximately 31.7 million shares to approximately 1.6 million shares.
No fractional shares will be issued in connection with the reverse split of the issued and outstanding common stock. Shareholders shall be paid cash-in-lieu of a fractional shares that occur as a result of the reverse stock split. Shareholders will receive instructions from the Company's exchange agent, American Stock Transfer and Trust, as to how to exchange existing share certificates for new certificates representing the post-reverse split shares.
Additional information about the reverse stock split can be found in the Company's proxy statement furnished to the Securities and Exchange Commission on July 19, 2019, a copy of which is available at www.sec.gov.

About TOP Ships Inc.
TOP Ships Inc. is an international ship-owning company.
For more information about TOP Ships Inc., visit its website: www.topships.org.
Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 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 Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which 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.
Contacts:

Alexandros Tsirikos
Chief Financial Officer
TOP Ships Inc.
Tel: +30 210 812 8107
Email: atsirikos@topships.org

Exhibit 99.2



 
 
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
 
OF
 
TOP SHIPS INC.
Reg. No. 3571
 







 
REPUBLIC OF THE MARSHALL ISLANDS
 
REGISTRAR OF CORPORATIONS
 
 
DUPLICATE COPY
 
The original of this Document was filed in
accordance with Section 5 of the
Business Corporations Act on
 
            NON RESIDENT
 
 
August 21, 2019
 
 
Christine Kahler
Deputy Registrar
 


ARTICLES OF AMENDMENT TO THE
THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
TOP SHIPS INC.
PURSUANT TO SECTION 90 OF
THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT
I, Evangelos Pistiolis, as the Chief Executive Officer of TOP Ships Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands as OCEAN HOLDINGS INC. on January 10, 2000 (the “Corporation”), for the purpose of amending the Amended and Restated Articles of Incorporation of said Corporation pursuant to Section 90 of the Business Corporations Act, as amended, hereby certify that:

1.
The name of the Corporation is: TOP Ships Inc.

2.
The Articles of Incorporation were filed with the Registrar of Corporations on the 10th day of January, 2000 under the name “OCEAN HOLDINGS INC.”

3.
Articles of Amendment were filed with the Registrar of Corporations on the 30th day of April, 2004, changing the name of the Corporation to “TRANS OCEAN PETROLEUM TANKERS INC.”

4.
Articles of Amendment were filed with the Registrar of Corporations on the 10th day of May, 2004, changing the name of the Corporation to “TOP TANKERS INC.”

5.
Articles of Amendment were filed with the Registrar of Corporations on the 27th day of May, 2004.

6.
Restated and Amended Articles of Incorporation were filed with the Registrar of Corporations on the 21st day of July, 2004.

7.
Articles of Amendment were filed with the Registrar of Corporations on the 22nd day of July, 2005.

8.
Articles of Amendment were filed with the Registrar of Corporations on the 17th day of December, 2007 changing the name of the Corporation to “TOP SHIPS INC.”

9.
Articles of Amendment were filed with the Registrar of Corporations on the 20th day of March, 2008.

10.
The Second Restated and Amended Articles of Incorporation were filed with the


Registrar of Corporations on the 17th day of September, 2009.

11.
The Third Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations on the 23rd day of June, 2011.

12.
Articles of Amendment were filed with the Registrar of Corporations on the 17th day of April, 2014.

13.
Articles of Amendment were filed with the Registrar of Corporations on the 16th day of February, 2016.

14.
A Certificate of Correction was filed with the Registrar of Corporations on the 14th day of February, 2017.

15.
Articles of Amendment were filed with the Registrar of Corporations on the 10th day of May, 2017.

16.
Articles of Amendment were filed with the Registrar of Corporations on the 22nd day of June, 2017.

17.
Articles of Amendment were filed with the Registrar of Corporations on the 2nd day of August, 2017.

18.
Articles of Amendment were filed with the Registrar of Corporations on the 5th day of October, 2017.

19.
Articles of Amendment were filed with the Registrar of Corporations on the 23rd day of March, 2018.

20.
Section D of the Third Amended and Restated Articles of Incorporation is hereby amended by adding the following paragraph:
“(d) Reverse Stock Split.  Effective with the commencement of business on August 22, 2019, the Corporation shall effect a one-for-twenty reverse stock split as to its issued and outstanding shares of common stock, par value $0.01 per share.  No fractional shares shall be issued and any fractional shares shall be cancelled. As a result of the reverse stock split, the number of issued and outstanding shares of the Corporation’s common stock, par value $0.01 per share, shall decrease from 31,705,187 to 1,585,259 as adjusted for the cancellation of fractional shares and which may be further adjusted for the cancellation of additional fractional shares.  The reverse stock split shall not change the number of registered shares of common stock, par value $0.01 per share, the Corporation is authorized to issue or the par value of the common stock.  The stated capital of the Corporation is hereby reduced from $317,051.87 to $15,852.59 which maybe further adjusted for the cancellation of fractional shares, and the amount of $301,199.28 which may be further adjusted for the cancellation of fractional shares, is allocated to surplus.”



20.
All of the other provisions of the Third Amended and Restated Articles of Incorporation shall remain unchanged.

21.
This amendment to the Third Amended and Restated Articles of Incorporation was authorized by vote of the holders of a majority of all outstanding shares of the Corporation with a right to vote thereon at the annual meeting of shareholders of the Corporation held on August 7, 2019.
[REMAINDER OF PAGE LEFT BLANK]


IN WITNESS WHEREOF, I have executed this Amendment to the Third Amended and Restated Articles of Incorporation on this 21 day of August, 2019.
     
     
   
/s/ Evangelos Pistiolis
 
   
Name:
Evangelos Pistiolis
 
   
Title:
Chief Executive Officer