Toro Corp美股招股说明书(2025-11-13版)

Toro Corp. We have entered into an At The Market Offering Agreement (the “Distribution Agreement”) with Maxim GroupLLC (the “Sales Agent”) as our sales agent, relating to our common shares, par value $0.001 per share (“commonshares”), offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of theDistribution Agreement, we may, through the Sales Agent, offer and sell from time to time our common shares, havingan aggregate offering amount of up to $12,500,000 (the “Aggregate Offering Amount”). Sales of our common shares, if any, under this prospectus supplement and the accompanying prospectus may bemade in sales deemed to be “at-the-market offerings” as defined in Rule415 under the Securities Act of 1933, asamended (the “Securities Act”), including sales made directly on or through the Nasdaq Capital Market (“Nasdaq”) oranother market for our common shares, sales made to or through a market maker other than on an exchange orotherwise, in negotiated transactions at market prices prevailing at the time of sale or at negotiated prices, or asotherwise agreed with the Sales Agent in any other method permitted by law. Subject to the terms and conditions of theDistribution Agreement, the Sales Agent is not required to sell any specific amount of common shares, but will use itscommercially reasonable efforts consistent with its normal trading and sales practices to sell on our behalf all of thedesignated shares. We may instruct the Sales Agent not to sell any shares if the sales cannot be effected at or above theprice designated by us in any such instruction. There is no arrangement for funds to be received in any escrow, trust orsimilar arrangement. We will pay the Sales Agent a commission equal to up to 3.0% of the Aggregate Offering Amount sold by theSales Agent pursuant to the Distribution Agreement. In connection with the sale of our common shares on our behalf,the Sales Agent may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensationpaid to the Sales Agent may be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to the Sales Agents with respect to certain liabilities, including liabilities under theSecurities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our common shares are listed on Nasdaq under the symbol “TORO.” The last reported sale price of our commonshares on Nasdaq on November10, 2025 was $3.730 per share. The aggregate market value of our outstandingcommon shares held by non-affiliates on November10, 2025 was $38,025,984 based on 8,642,269common sharesissued and outstanding held by non-affiliates and a per share price of $4.40 based on the closing sale price of ourcommon shares on October7, 2025, as reported by Nasdaq. Pursuant to General Instruction I.B.5 of FormF-3, in noevent will we sell our securities in a public primary offering with a value exceeding more than one-third of our publicfloat in any 12-month period so long as our public float remains below $75million. During the 12calendar monthsprior to and including the date of this prospectus, we have not sold any securities pursuant to General Instruction I.B.5of FormF-3. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the“JOBS Act”), and as such, are subject to certain reduced public company reporting requirements. See “ProspectusSupplement Summary—Implications of Being an Emerging Growth Company” on pageS-2of this prospectussupplement. Investing in our common shares involves a high degree of risk and uncertainty. See “Risk Factors”beginning on page S-4of this prospectus supplement, and page8of the accompanying prospectus, and in ourannual report on Form20-F for the fiscal year ended on December31, 2024, filed with the U.S. Securities andExchange Commission (the “SEC”) on April15, 2025 (the “Annual Report”) which is incorporated by referenceherein and therein, to read about the risks you should consider before purchasing our common shares. Neither the SEC nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Sole Sales Agent Maxim Group LLC TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-7CAPITALIZATIONS-8DILUTIONS-9DESCRIPTION OF SECURITIES WE ARE OFFERINGS-11PLAN OF DISTRIBUTIONS-12TAX CONSIDERATIONSS-13EXPENSESS-14ENFORCEABILITY OF CIVIL LIABILITIESS-15VALIDITY OF SECURITIESS-16EXPERTSS-16WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-16INFORMATION INCORPORATED BY REFERENCES-17 PROSPECTUS ABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3TORO CORP.5WHERE YOU