IPOs & Offerings

C3is Files Registration Statement for Proposed Underwritten Unit Offering

C3is Inc. filed a preliminary Form F-1 prospectus for a proposed underwritten public offering of units that would include common shares or pre-funded warrants and Class F warrants.

By Carter Hayes ·

Key takeaways

  • The preliminary prospectus states that the securities may not be sold until the registration statement becomes effective.
  • Each proposed unit would include one common share and one Class F warrant, with pre-funded warrants available in place of common shares for certain purchasers.
  • The Class F warrants would have reset features that can reduce their exercise price and proportionally increase the number of shares underlying them.
  • The filing describes a zero-cash exercise option for the Class F warrants and says the company does not expect to receive additional funds from warrant exercises.

Preliminary filing describes proposed unit offering

C3is Inc. filed a Form F-1 registration statement with the U.S. Securities and Exchange Commission on July 22, 2026. The preliminary prospectus describes a firm-commitment underwritten public offering of 3,592,814 units.

Each unit would consist of one common share and one Class F warrant to purchase a common share. Purchasers whose ownership would exceed specified limits may instead purchase units containing a pre-funded warrant and a Class F warrant.

The prospectus uses an assumed public offering price of $1.67 per unit, based on the July 20, 2026 closing price of C3is common shares on the Nasdaq Capital Market. It states that the actual offering price will equal the Nasdaq Official Closing Price immediately before the registration statement becomes effective.

Warrant structure includes reset and zero-cash provisions

The Class F warrants would be exercisable upon issuance, subject to beneficial-ownership limitations. Their initial exercise price would equal the public offering price of each unit, and they would expire one year after issuance.

On the second and fifth trading days following the offering’s closing, the warrant exercise price would reset to 70% and 50%, respectively, of the initial exercise price, subject to stated conditions. The number of common shares underlying the warrants would increase proportionally when those adjustments occur.

The warrants include a zero-cash exercise option under which holders could receive twice the common shares that would be issuable in a cash exercise, without additional cash consideration. The prospectus says C3is likely would not receive additional funds from Class F warrant exercises.

Pre-funded warrants and over-allotment option

Pre-funded warrants would be available to purchasers whose unit purchases would otherwise result in beneficial ownership above 4.99% of outstanding common shares, or up to 9.99% at the holder’s election. Each pre-funded warrant would be exercisable for one common share at an exercise price of $0.01 per share, subject to the ownership limitation.

C3is granted the underwriting representative a 45-day option to purchase up to 538,922 additional common shares and/or up to 538,922 additional Class F warrants to cover over-allotments.

The filing states that, if all Class F warrants offered to investors were exercised through the zero-cash option, up to 14,371,256 common shares could be issued. Including Class F warrants subject to the representative’s over-allotment option, the stated maximum is 16,526,944 common shares.