TOP Ships Inc美股招股说明书(2026-08-17版)

Up to 50,000,000 Common Shares TOP SHIPS INC. This is a supplement (the “Prospectus Supplement”) to the prospectus, dated May 7, 2026 (as supplemented or amended fromtime to time, the “Prospectus”) of TOP Ships Inc. (the “Company”), which forms a part of the Company’s Registration Statement onForm F-1 (Registration No. 333-295328), as amended from time to time. This Prospectus Supplement is being filed to update and supplement the information included in the Prospectus with theinformation contained in the Company’s Reports on Form 6-K, furnished to the U.S. Securities and Exchange Commission (the“Commission”) on July 28, 2026 and August 17, 2026 (the “Forms 6-K”). Accordingly, the Forms 6-K are attached to this ProspectusSupplement. This Prospectus Supplement should be read in conjunction with, and delivered with, the Prospectus and is qualified byreference to the Prospectus except to the extent that the information in this Prospectus Supplement supersedes the informationcontained in the Prospectus. This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, theProspectus, including any amendments or supplements to it. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of the Prospectus fora discussion of information that should be considered in connection with an investment in our securities. Neither the Commission 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. The date of this prospectus supplement is August 17, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIESEXCHANGE ACT OF 1934 For the month of August 2026 Commission File Number:001-37889 TOP SHIPS INC.(Translation of registrant's name into English) 20 Iouliou Kaisara Str19002, PaianiaAthens - 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 [ ] INFORMATION CONTAINED IN THIS FORM 6-K REPORT On July 29, 2026, the Registrant issued a press release relating to the acquisition of three Chemical/Product Oil Tankers, a copy ofwhich is attached hereto asExhibit 99.1. The Share Purchase Agreement On July 28, 2026, TOP SHIPS Inc. (the “Company”) entered into a Share Purchase Agreement (the “SPA”) with Central Mare Inc. (the“Seller”), a company affiliated with the family of Mr. Evangelos J. Pistiolis, to purchase 500 registered shares of each of Roman SharkL Inc., Roman Shark A Inc. and Roman Shark C Inc. (the “SPVs”), representing all of the issued and outstanding shares of the SPVs.Each SPV has entered into a shipbuilding contract with HD Hyundai-Vietnam Shipbuilding Co., Ltd. for the purchase of a 49,940 dwtMR chemical/product oil carrier. The aggregate amount of pre-delivery installments payable under each shipbuilding contract is $49.5million, out of which $2.8 million per vessel has already been settled. The tankers are scheduled for delivery in July 2029, September2029 and October 2029. The purchase price for all of the shares of the SPVs, net of a $2.6 million cash payment and the $23.5 million refund from a previouslyannounced and cancelled acquisition to purchase a portfolio of residential real estate assets in Dubai that has been credited againstpurchase price, is approximately $4.7 million (the “Purchase Price”), which is payable on the closing of the acquisition of the SPVs(the “Closing”) that will occur no later than September 30, 2026. Pursuant to the SPA, to the extent the Company raises capital through the incurrence of indebtedness or the issuance of any commonstock, preferred stock, or other equity interest prior to the Closing, the Company shall be obligated to apply 100% of the net cashproceeds of such financing or equity raises directly toward the payment of the Purchase Price at Closing. The SPVs have each secured time charter employment with a major oil trader for the vessels, starting from each vessel’s delivery andfor firm durations of five years, with charterer’s option to extend for one additional year. The total potential gross revenue backlogfrom this contract, including optional years, is about $140.6 million. The acquisition was approved by a special committee composed of independent and disinterested members of the Company’s board ofdirectors, (the “Transaction Committee”). The Transaction Committee obtained a fairness opinion relating to the consideration of thistransaction from an independent financial advisor. Share Purchase Agreement with Rubico Inc. As previously announced, on July 27, 2026, the Company entered into a share purchase agreement (the “RSV SPA”) with Rubico Inc.(“Rubico”), a