TOP Ships Registers Up To 40,583,330 Common Shares Offered By Selling Shareholders

Up to 40,583,330 Common Shares Offered by the Selling Shareholders

TOP Ships Inc.

This prospectus relates to the resale, from time to time, by the selling shareholders identified in this prospectus under the caption "Selling Shareholders" (the "Selling Shareholders") of: (i) up to 13,416,666 of our common shares, par value $0.01 per share, including related preferred stock purchase rights ("common shares"), issuable upon the conversion of certain senior convertible notes in an aggregate initial principal amount of $5,555,555.56 (the "Initial Notes") that were issued to the Selling Shareholders on October 28, 2026 (the "Initial Closing Date") in the closing pursuant to that certain securities purchase agreement dated as of October 27, 2026 (the "Purchase Agreement"), by and between us and the Selling Shareholders, as more fully described in this prospectus (the "Initial Conversion Shares"), (ii) up to 1,984,126 of our common shares (the "Initial Warrant Shares") issuable upon exercise of certain warrants ("Initial Warrants") to purchase common shares at an exercise price of $2.80 per share that were issued by us to the Selling Shareholders pursuant to the Purchase Agreement, and (iii) 99,206 common shares, equal to 5% of the principal amount of the Initial Notes divided by the Fixed Conversion Price (as defined below) of $2.80 per share, issued by us to the Selling Shareholders on the Initial Closing Date pursuant to the Purchase Agreement (the "Initial Commitment Shares").