424B5 1 ny20064494x1_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-291988

PROSPECTUS SUPPLEMENT

(To Prospectus Dated December 15, 2025)

Up to $3,400,000 of Common Shares

Icon Energy Corp.

We have entered into an At The Market Offering Agreement (the “Distribution Agreement”) with Maxim Group LLC (the “Sales Agent”) as our sales agent, relating to our common shares, par value $0.001 per share (“common shares”), offered by this prospectus supplement and the accompanying base prospectus. In accordance with the terms of the Distribution Agreement, we may, through our Sales Agent, offer and sell from time to time our common shares, having an aggregate offering amount of up to $3,400,000 (the “Aggregate Offering Amount”).

Sales of our common shares, if any, under this prospectus supplement and the accompanying base prospectus may be made in sales deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the Nasdaq Capital Market or another market for our common shares, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at negotiated prices, or as otherwise agreed with the Sales Agent in any other method permitted by law. Subject to the terms and conditions of the Distribution Agreement, the Sales Agent is not required to sell any specific amount of common shares, but will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on our behalf all of the designated shares. We may instruct the Sales Agent not to sell any shares if the sales cannot be effected at or above the price designated by us in any such instruction. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

We will pay the Sales Agent a commission equal to up to 3.0% of the Aggregate Offering Amount sold by the Sales 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 compensation paid to the Sales Agent may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our common shares are listed on the Nasdaq Capital Market under the symbol “ICON”. The last reported sale price of our common shares on the Nasdaq Capital Market on February 3, 2026 was $1.73 per share. The aggregate market value of our outstanding common shares held by non-affiliates on February 3, 2026 was $10,230,478 based on 2,507,470 common shares issued and outstanding held by non-affiliates and a per share price of $4.08 based on the closing sale price of our common shares on December 8, 2025 as reported by the Nasdaq Capital Market. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell our securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75 million. During the 12 calendar months prior to and including the date of this prospectus, we have not sold any securities pursuant to General Instruction I.B.5 of Form F-3.

We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, are subject to certain reduced public company reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company” on page 5 of the accompanying base prospectus.

Investing in our common shares involves a high degree of risk and uncertainty. See “Risk Factors” beginning on page S-9 of this prospectus supplement, and page 7 of the accompanying base prospectus, and in our annual report on Form 20-F for the fiscal year ended on December 31, 2024, filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 25, 2025 (the “Annual Report”) which is incorporated by reference herein and therein, and under similar headings in the other documents that are filed, and not furnished after the date hereof and incorporated by reference into this prospectus supplement, to read about the risks you should consider before purchasing our common shares.

Neither the Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Sole Sales Agent

Maxim Group LLC

The date of this prospectus supplement is February 4, 2026


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			S-3
PROSPECTUS SUPPLEMENT SUMMARY			S-5
THE OFFERING			S-7
RISK FACTORS			S-9
USE OF PROCEEDS			S-13
CAPITALIZATION			S-14
DILUTION			S-15
DESCRIPTION OF THE SECURITIES WE ARE OFFERING			S-16
PLAN OF DISTRIBUTION			S-17
MATERIAL INCOME TAX CONSIDERATIONS			S-18
EXPENSES			S-26
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES			S-27
LEGAL MATTERS			S-28
EXPERTS			S-28
WHERE YOU CAN FIND ADDITIONAL INFORMATION			S-28
INFORMATION INCORPORATED BY REFERENCE			S-29


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			1
PROSPECTUS SUMMARY			3
RISK FACTORS			7
USE OF PROCEEDS			8
CAPITALIZATION			9
DESCRIPTION OF CAPITAL STOCK			10
DESCRIPTION OF DEBT SECURITIES			16
DESCRIPTION OF WARRANTS			22
DESCRIPTION OF PURCHASE CONTRACTS			23
DESCRIPTION OF RIGHTS			24
DESCRIPTION OF UNITS			25
PLAN OF DISTRIBUTION			26
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES			29
EXPENSES			30
TAX CONSIDERATIONS			30
LEGAL MATTERS			30
EXPERTS			30
WHERE YOU CAN FIND ADDITIONAL INFORMATION			31
INFORMATION INCORPORATED BY REFERENCE			32


(in Thousands of U.S. Dollars, except share data)	Actual	As adjusted	As further adjusted
Total cash, cash equivalents and restricted cash	$4,669	$11,278	$14,386
Total long-term debt	$35,427	$34,845	$34,845
Shareholders’ equity:
Common shares—authorized 750,000,000 shares with $0.001 par value, 446,100 shares issued and outstanding on actual basis, 2,508,470 on as adjusted basis, and 4,473,788 on as further adjusted basis	—	2	4
Series A Preferred Shares—authorized 1,500,000 shares with $0.001 par value, 17,249 shares issued and outstanding on actual basis, 18,954 on as adjusted and as further adjusted basis	—	—	—
Series B Preferred Shares—authorized 1,500,000 shares with $0.001 par value, 1,500,000 shares issued and outstanding on actual, as adjusted and as further adjusted basis	2	2	2
Series C Participating Preferred Shares—authorized 1,500,000 shares with $0.001 par value, no shares issued and outstanding on actual, as adjusted and as further adjusted basis	—	—	—
Additional paid-in capital	24,128	31,317	34,423
(Accumulated Deficit)	(3,488)	(2,374)	(2,374)
Total shareholders’ equity	$20,642	$28,947	$32,055
Total capitalization (including long-term debt)	$56,069	$63,792	$66,900


Assumed offering price per common share		$1.73
Pro forma as adjusted net tangible book value per common share⁽¹⁾	$11.54
Dilution in pro forma as adjusted net tangible book value per common share⁽¹⁾ to existing shareholders	(4.37)
Pro forma as further adjusted net tangible book value per common share⁽¹⁾	$7.17
Accretion per common share to purchasers of our common shares in this offering		$5.44


SEC Filing Fee⁽¹⁾
FINRA Fee⁽²⁾
Legal Fees and Expenses			$100,000
Accountants’ Fees and Expenses			40,000
Sales Agent’s Accountable Expenses			40,000
Miscellaneous Costs			10,000
Total			$190,000


SEC registration fee			$34,525
FINRA filing fee			38,000
Nasdaq listing fee			*
Accounting fees and expenses			*
Legal fees and expenses			*
Printing expenses			*
Trustee fees and expenses			*
Miscellaneous			*
Total			*

SEC Form 424B5 filed by Icon Energy Corp.