SEC Form 6-K filed by Toro Corp.

Purchase of Series E Preferred Shares of Castor

On September 29, 2025, Toro entered into a share purchase agreement (the “Purchase Agreement”) with Castor Maritime Inc. (“Castor”), pursuant to which, subject to the terms and conditions set forth therein, Toro has agreed to purchase, and Castor has agreed to issue and sell, for an aggregate consideration of $60,000,000 in cash, 60,000 of Castor's 8.75% Series E cumulative perpetual convertible preferred shares, par value $0.001 per share, with a cumulative preferred distribution accruing initially at a rate of 8.75% per annum on the stated amount of $1,000 per share (the “Series E Preferred Shares”). The 60,000 Series E Preferred Shares will be issued in a private placement pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Immediately following completion of the transaction, Toro will beneficially own all 60,000 outstanding Series E Preferred Shares.

The Purchase Agreement contains customary representations, warranties, and covenants of each party. Pursuant to the Purchase Agreement, Toro may not dispose of any of the Series E Preferred Shares for a period of 180 days after the closing date of the transaction. Castor has granted Toro certain registration rights with respect to the common shares issuable upon conversion of the Series E Preferred Shares. Closing will occur on the date of the Purchase Agreement or at such other mutually agreed date. A copy of the Purchase Agreement is attached to this report on Form 6-K as Exhibit 99.3.

Castor is a public company listed on the Nasdaq Capital Market. Castor's Chairman, Chief Executive Officer, Chief Financial Officer and controlling shareholder, is also the Company's Chairman, Chief Executive Officer and controlling shareholder. The foregoing transaction and its terms were approved by the board of directors of each of Castor and Toro, at the recommendation of their respective independent committees, which negotiated the transactions and their terms. The Toro special committee was advised by an independent financial advisor in its negotiation and recommendation of the above-mentioned transactions.

The summary of the Purchase Agreement contained herein do not purport to be complete and is subject to, and qualified in its entirety by reference to, the Purchase Agreement, which is filed as an exhibit hereto.

Exhibit Index