C3is Sets a 1-for-40 Reverse Split for Aug. 18, Its Third Since December 2024 — a Cumulative 1-for-2,000

by Adam Kowalczyk · August 17, 2026

Filings & Deals Reporter, The MicroCap Herald

C3is Inc., an Athens-based shipowner listed on the Nasdaq Capital Market under the ticker CISS, said in a release datelined Athens, Greece, Aug. 17, 2026 that it will effect a one-for-forty (1-for-40) reverse stock split at 11:59 p.m. Eastern time on Aug. 18, 2026, with the common stock trading on a split-adjusted basis from Aug. 19, 2026. The release states that this "will reduce the number of outstanding shares of common stock from approximately 57.6 million shares to approximately 1.44 million shares." Stockholders who would otherwise hold a fraction of a share receive a cash payment in lieu, priced at that fraction multiplied by the closing price of the stock on Nasdaq on Aug. 18, 2026, as adjusted for the split. The company's July 22 registration statement confirms the listing venue and ticker: "Our Common Shares are listed on the Nasdaq Capital Market (the "Nasdaq") under the symbol "CISS.""

This is the third reverse split C3is has announced in its own newswire releases since December 2024. A release datelined Dec. 30, 2024 announced a 1-for-2.5 split effective Dec. 31, 2024, reducing outstanding shares from approximately 10.6 million to approximately 4.2 million. A release datelined Jan. 22, 2026 announced a 1-for-20 split effective Jan. 25, 2026, reducing outstanding shares from approximately 20.5 million to approximately 1.02 million. Multiplied together, those three ratios come to 1-for-2,000: one share held after Wednesday represents 2,000 shares held before the end of 2024, before accounting for anything issued in between. That count covers only the three splits documented in the releases cited here and is not offered as the company's complete corporate history.

The number worth pausing on is the starting one. C3is filed a Form F-1 registration statement with the SEC on July 22, 2026. That document proceeds, in its own words, "based on 1,547,612 Common Shares outstanding as of June 30, 2026." Monday's release puts shares outstanding at approximately 57.6 million — roughly 37 times the June 30 count, about seven weeks later. Both figures describe the same thing, common shares outstanding, measured on two different dates.

The F-1 does not leave the capacity for that expansion undisclosed. The same document states that its 1,547,612 count excludes, among other things, 7,171,543 common shares issuable on conversion of the Series A Convertible Preferred Stock and the shares issuable on the outstanding Class A through Class E Warrants. It projects 5,140,426 common shares outstanding after the offering it was registering — or up to 5,679,348 if the representative exercises its over-allotment option in full — assuming no exercise of the Class F Warrants sold in that offering, and states that the figure rises to as much as 21,667,370 common shares, or 22,206,292 with the over-allotment, assuming full zero cash exercise of those warrants. All of those figures are on the pre-Aug. 18 basis. In other words, the instruments capable of moving the count by orders of magnitude are named in the company's own filing.

One capital-raising event announced in the company's releases falls inside the seven-week window. In a release datelined July 27, 2026, C3is announced the pricing of an underwritten public offering of 11,535,000 units at a combined public offering price of $0.52 per unit, for gross proceeds of approximately $6.0 million, with Maxim Group LLC as sole book-running manager and closing expected on or about July 28, 2026.

What none of those documents does is reconcile. The Herald read the July 22 F-1, the July 27 pricing release and Monday's split announcement in full; none of the three publishes a share-count reconciliation, and none states how much of the move from 1,547,612 to approximately 57.6 million came from the units sold in July and how much from exercises of warrants or conversions of preferred stock already outstanding. That is the absence of a line item, and this article draws no further inference from it.

What those documents do describe is the machinery. The July 27 release says of the warrants sold in that offering: "Each warrant will expire one (1) year from the date of issuance, will be immediately exercisable upon issuance at an initial exercise price of $0.52 per share, subject to adjustment on the second and fifth trading days following the closing of the offering to 70% and 50%, respectively, of the initial exercise price, and the number of common shares underlying the warrants will be proportionally increased. The warrants may also be exercised on a zero cash exercise option pursuant to which the holder may exchange each warrant for twice the number of common shares issuable on a cash exercise of the warrant." Seventy percent and 50% of $0.52 are $0.364 and $0.26.

Two features of that clause matter more than the price. The first is that when the exercise price steps down, the number of shares underlying each warrant steps up proportionally — the instrument does not shrink when it reprices. The second is the zero cash exercise, which lets a holder take twice the shares a cash exercise would produce, without paying the exercise price. Both features make the share count a function of the reset schedule rather than of the original deal size.

The reverse split does not switch that machinery off. Monday's release says that "The Company's outstanding warrants and Series A Convertible Preferred Stock will be proportionately adjusted to increase the exercise price and reduce the number of shares issuable upon exercise," and then carves out two classes. In language identical to a sentence the company published in its Jan. 22, 2026 release and in Prospectus Supplement No. 3 to registration statement No. 333-276868, filed with the SEC on Jan. 22, 2026: "With respect to the Company's Class B Warrants and Class C Warrants, the exercise price and number of shares issuable upon exercise will be adjusted further in an adjustment period ending on the fifth trading day after the effective time of the reverse split pursuant to the terms of such warrants."

No document C3is has published names the end date of that period, and none defines how the five trading days are to be counted. By the Herald's own enumeration — not the company's — counting forward from the effective time late on Tuesday, Aug. 18, the next five trading sessions are Wednesday Aug. 19, Thursday Aug. 20, Friday Aug. 21, Monday Aug. 24 and Tuesday Aug. 25. No U.S. market holiday falls in that stretch; the next one is Labor Day on Monday, Sept. 7, 2026. That arithmetic assumes the count begins with the first split-adjusted session, which is a reading of the sentence and not a convention any of these documents states. The governing terms are in the warrant agreements themselves, which are incorporated by reference rather than reproduced in the announcement, and readers who need the exact endpoint should take it from there.

The July 22 F-1 gives the size of the classes covered by that carve-out, as reported in that filing and on the pre-Aug. 18 basis: 53,142 common shares issuable on exercise of outstanding Class B-1 Warrants, 2,122,317 on Class B-2 Warrants, 12,801 on Class C-1 Warrants and 1,473,970 on Class C-2 Warrants, each with an exercise price of $3.0032 per share, with an alternative cashless exercise for no consideration described for the B-1 and C-1 classes. The reverse split will restate both the exercise price and the underlying share counts, and the five-day adjustment then works on the restated numbers. They should not be set against the post-split figure of approximately 1.44 million shares outstanding as though the two were measured on the same basis.

None of this is a company without a business. In a release datelined May 18, 2026, C3is reported first-quarter 2026 revenue of $11.6 million against $8.7 million a year earlier, net income of $3.2 million against $7.9 million, and adjusted net income of $5.5 million against $1.2 million, which the company presented as a 358% increase. The same release put cash and cash equivalents at $2,280,300 as of March 31, 2026, with time deposits of $24,984,027, for $27,264,327 in combined liquid assets, and stated that all of its vessels are unencumbered with no outstanding bank debt.

The company's stated reason for the split is the same sentence it has published each time. Monday's release says: "The purpose of the reverse stock split is to increase the market price of the Company's common stock. The Company believes that the reverse stock split will increase the market price for its common stock and allow it to satisfy the minimum bid price requirement for maintaining listing on Nasdaq." The Dec. 30, 2024 and Jan. 22, 2026 announcements carry that wording word for word.

On listing status, the record the Herald searched — C3is's releases on GlobeNewswire and the July 22, 2026 Form F-1 — contains no current deficiency. The company issued releases datelined Athens, Aug. 25, 2023 announcing receipt of a Nasdaq minimum bid price notice with a grace period running to Feb. 20, 2024, and Athens, Feb. 22, 2024 announcing a further 180-day extension with a deadline of Aug. 19, 2024. Both deadlines are years past and neither release describes the company's position today. Within that same searched record, the Herald found no 2025 or 2026 release disclosing a bid-price deficiency notice, a compliance deadline or a hearing; that is the scope of the search, not a statement about documents outside it. The July 22 F-1 frames the issue prospectively, in a risk factor headed: "Our Common Shares may be delisted from trading on the Nasdaq Capital Market, including due to failure to comply with Nasdaq's minimum bid price requirement of $1.00 per share." Monday's release names no rule, no notice date and no deadline.

One share figure in the file needs its label read carefully. The May 18 results release reports a line headed "Weighted average number of shares - Basic" of 347,967 for the first quarter of 2026, against 4,883 a year earlier. That is an average across a quarter used to compute per-share earnings, not a count of shares outstanding on any date, and it is not comparable to the 1,547,612 shares outstanding at June 30 or to the approximately 57.6 million in Monday's release.

The risks here are the ordinary micro-cap ones. Dilution: a 40-to-1 consolidation lowers the count on the certificate but does nothing to the warrant overhang, and the instruments described above are structured to expand their underlying share counts as the exercise price falls. No document the Herald reviewed attributes this summer's increase in shares outstanding to any particular instrument, but the F-1's own disclosure of the preferred conversion and the Class A through Class F warrant classes describes overhang capable of moving the count by orders of magnitude. Delisting: the company's own registration statement names the $1.00 minimum bid price standard as a risk to its Nasdaq Capital Market listing; the F-1 the Herald read contains no going-concern language, and none is asserted here. Liquidity: at approximately 1.44 million shares outstanding on Wednesday's open, the tradable base is very small, and small bases move on small orders in both directions. The next document that would settle the share-count question is a filing stating shares outstanding as of a date after the five-trading-day adjustment period closes.