TOP Ships Inc. announces ex-distribution date for planned spin-off of Rubico, a new Nasdaq-Listed Suezmax tanker company

TOP Ships Inc. announced that the NYSE American (the “NYSE”) has established an ex-distribution date for the previously announced proposed spin-off of two of its Suezmax tanker vessels.

Rubico Inc. (“Rubico”), currently a subsidiary of TOP Ships, would become an independent publicly traded company listed on the Nasdaq Capital Market as a result of the planned spin-off. The initial assets of Rubico will be the M/T Eco Malibu and M/T Eco West Coast, each a modern, high specification, scrubber-fitted and fuel-efficient 157,000 dwt Suezmax tanker. As part of the spin-off transaction, TOP Ships intends to distribute 100% of the common shares of Rubico pro rata to its securityholders of record as of June 16, 2025.

The NYSE has established an ex-distribution date for the distribution of Rubico common shares of June 16, 2025. Beginning on that date, TOP Ships common shares will trade without an entitlement by the purchaser of such shares to Rubico common shares distributed in connection with the spin-off.

TOP Ships securityholders do not need to take any action to receive Rubico shares to which they are entitled, and do not need to pay any consideration or surrender or exchange TOP Ships common shares or warrants.

TOP Ships expects that approximately 3,057,337 Rubico common shares will be distributed in the Spin-Off at an assumed distribution ratio of one Rubico common share for every two TOP Ships common shares held by TOP Ships common shareholders (and warrant holders on an as-exercised basis) at the close of business on June 16, 2025. However, such distribution ratio will depend on the number of TOP Ships common shares outstanding, as well as the number of common shares into which outstanding TOP Ships common stock purchase warrants are exercisable, on June 16, 2025, the record date for the spin-off distribution.

Concurrently and conditioned on the spin-off transaction, Rubico expects to raise $1.5 million in a private placement of its common shares at a purchase price of $20.00 per share.

Rubico has filed a registration statement on Form 20-F with the Securities and Exchange Commission in connection with the proposed spin-off. The transaction remains subject to such registration statement being declared effective and the approval of the listing of Rubico’s common shares on the Nasdaq Capital Market. There can be no assurance that the transaction will occur or, if it does occur, of its terms or timing. TOP Ships may, at any time, decide to abandon the spin-off.