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 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2022

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 office)

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. 


On September 28, 2022, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(c) Exhibit 99.1. Press release dated September 28, 2022

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. 333-267170) that was filed with the SEC and became effective on September 13, 2022.


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)
   
  
Date: September 28, 2022     /s/ Evangelos J. Pistiolis     
  Evangelos J. Pistiolis
  Chief Executive Officer
  

EXHIBIT 99.1

TOP Ships Announces a 412% Increase in Net Income for the Six Months Ended June 30

ATHENS, Greece, Sept. 28, 2022 (GLOBE NEWSWIRE) -- TOP Ships Inc. (the “Company”), an international owner and operator of modern, fuel efficient "ECO" tanker vessels, announced today its unaudited financial results for six months ended June 30, 2022.

For the six months ended June 30, 2022, the Company reported:

Evangelos Pistiolis, the President, Chief Executive Officer and Director of the Company, said:

“We are very happy to report a dramatic year-on-year increase in net income for the six months ended June 30, 2022, which represents our highest reported net income for a six month period since 2005. Furthermore, as of June 30, 2022, our fixed revenue backlog is about $278.5 million and our charter coverage is as per below table:

YearTime Charter Coverage
2022 (remainder)100%
2023100%
202476%
202517%
2026+10%

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.

Contact:

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

 
TOP SHIPS INC.
      
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2022
(Expressed in thousands of U.S. Dollars - except share and per share data)
   Six Months Ended
   June 30, June 30,
   2021 2022
REVENUES:    
      
 Time charter revenues$25,310 $36,060 
 Time charter revenues from related parties -  2,786 
 Total revenues 25,310  38,846 
      
EXPENSES:    
      
 Voyage expenses 608  875 
 Operating lease expenses 5,378  5,378 
 Other vessel operating expenses 7,919  9,705 
 Vessel depreciation 3,339  6,114 
 Management fees-related parties 1,661  1,030 
 Dry-docking costs 26  - 
 Gain on sale of vessels -  (78)
 Impairment on vessels 1,160  - 
 General and administrative expenses 963  691 
      
 Operating income 4,256  15,131 
      
OTHER INCOME (EXPENSES):    
      
 Interest and finance costs (2,837) (6,927)
 Gain on derivative financial instruments 66  - 
 Equity gains in unconsolidated joint ventures 197  401 
      
 Total other expenses, net (2,574) (6,526)
      
Net income and comprehensive income 1,682  8,605 
      
Less: Deemed dividend equivalents on Series F Shares related to redemption value -  (14,400)
Less: Dividends of preferred shares (915) (7,322)
      
Net income/(loss) and comprehensive income/(loss) attributable to common shareholders 767  (13,117)
       


 
TOP SHIPS INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2021 AND JUNE 30, 2022
 
(Expressed in thousands of U.S. Dollars - except share and per share data)
    
 December 31, June 30,
 2021 2022
ASSETS   
    
CURRENT ASSETS:   
Cash and cash equivalents2,370  14,267 
Trade accounts receivable76  293 
Prepayments and other581  1,061 
Inventories671  936 
Vessels held for sale71,636  - 
Total current assets75,334  16,557 
    
FIXED ASSETS:   
Advances for vessels under construction30,579  - 
Vessels, net156,585  396,234 
Right of use assets from operating leases37,279  33,058 
Other fixed assets, net534  530 
Total fixed assets224,977  429,822 
    
OTHER NON CURRENT ASSETS:   
Restricted cash4,000  4,000 
Investments in unconsolidated joint ventures24,477  23,027 
Deposit asset2,000  2,000 
Total non-current assets30,477  29,027 
    
Total assets330,788  475,406 
    
LIABILITIES AND STOCKHOLDERS’ EQUITY   
    
CURRENT LIABILITIES:   
Current portion of long-term debt7,205  14,949 
Debt related to vessels held for sale53,202  - 
Due to related parties29,755  1,787 
Accounts payable2,308  2,338 
Accrued liabilities1,145  1,736 
Unearned revenue3,658  4,923 
Current portion of Operating lease liabilities9,815  9,213 
Total current liabilities107,088  34,946 
    
NON-CURRENT LIABILITIES:   
Non-current portion of long term debt90,163  229,509 
Non-current portion of Operating lease liabilities23,948  19,642 
Other non-current liabilities225  175 
Total non-current liabilities114,336  249,326 
    
COMMITMENTS AND CONTINGENCIES-  - 
    
Total liabilities221,424  284,272 
    
MEZZANINE EQUITY:   
Preferred stock, $0.01 par value; 20,000,000 shares authorized; 13,452 Series E Shares issued and outstanding at December 31, 2021 and 13,452 Series E Shares and 7,200,000 Series F Shares issued and outstanding at June 30, 2022-  72 
Preferred stock, Paid-in capital in excess of par16,142  102,470 
Total mezzanine equity16,142  102,542 
    
STOCKHOLDERS’ EQUITY:   
Preferred stock, $0.01 par value; 20,000,000 shares authorized; of which 100,000 Series D shares were outstanding at December 31, 2021 and June 30, 20221  1 
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 1,991,598 shares issued and outstanding at December 31, 2021 and 2,356,041 shares issued and outstanding at June 30, 202219  23 
Additional paid-in capital429,956  416,717 
Accumulated deficit(336,754) (328,149)
Total stockholders’ equity93,222  88,592 
    
Total liabilities, mezzanine equity and stockholders’ equity330,788  475,406 
      

*Non-US GAAP Measures

This report describes Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA), which is not a measure prepared in accordance with U.S. GAAP (i.e., a “Non-US GAAP” measure). We define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, other operating loss, operating lease expenses, vessel impairments, gains on sale of vessels and gains/losses on derivative financial instruments.

Adjusted 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 of interest, gain/loss on financial instruments, taxes, depreciation and amortization, other operating losses, operating lease expenses, gains on sale of vessels and vessel impairments, and which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect results of operations between periods and other items that the Company believes are not indicative of the ongoing performance of its core operations.

This Non-U.S. GAAP measure should not be considered in isolation from, as a substitute for, or superior to financial measures prepared in accordance with U.S. GAAP. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our definition of Adjusted EBITDA may not be the same as reported by other companies in the shipping industry or other industries. Adjusted EBITDA does not represent and should not be considered as an alternative to operating income or cash flow from operations, as determined by U.S. GAAP.

Reconciliation of Net (Loss) / Income to Adjusted EBITDA

 Six months ended June 30,
(Expressed in thousands of U.S. Dollars)20212022
    
Net (Loss) / Income1,6828,605
    
 Add: Operating lease expenses5,3785,378
 Add: Vessel depreciation3,3396,114
 Add: Impairment on vessels1,160-
 Add: Interest and finance costs2,8376,927
 Add: Loss / (Gain) on financial instruments(66)-
 Less: Gain on sale of vessels-(78)
Adjusted EBITDA14,33026,946