C3is Inc. (NASDAQ: CISS) has 31.7 million shares of pending supply sitting above a tradeable float of roughly 1.54 million — a 20.6-to-1 overhang ratio. That figure excludes another approximately 57.7 million shares issuable under an untouched $96.4 million at-the-market facility — an ATM, meaning the company can sell new shares directly into the open market on any trading day, with no announcement and no floor price.
The company operates Aframax and product tankers. But its capital structure, not its fleet, is what makes it structurally distinctive.
Three Variable-Rate Mechanisms Running Simultaneously
CISS has three independent instruments whose terms change automatically as the share price moves — a rare and compounding configuration.
1. Series A Preferred (full-ratchet conversion). Former parent Imperial Petroleum holds 600,000 Series A Perpetual Convertible Preferred shares. The conversion price resets to the lowest price at which the company issues common stock in any registered offering — a full-ratchet provision, meaning one low-priced sale reprices the entire block. That conversion price has already fallen from $3.0032 to $2.0916 in six weeks, lifting the convertible share count from roughly 5.0 million to 7.2 million — 4.7 times the entire public float, held by a single related party.
2. Class D Warrants (semi-annual VWAP reset). The 186,880 Class D Warrants reprice every six months to the lowest daily VWAP — the volume-weighted average price — over a five-trading-day window. The first reset collapsed the strike 95.7%, from $48.16 to $2.0916. The next reset window opens December 2026. No share-count event accompanies the repricing, so data services cannot detect it.
3. Pending Class F Warrants (mandatory step-down with zero-cash exercise). A preliminary prospectus filed July 22, 2026 describes a $6.0 million offering underwritten by Maxim Group carrying one-year Class F Warrants whose strike mandatorily resets to 70% of the initial price on the second trading day after closing and to 50% on the fifth day, with the share count increasing proportionally each time. The warrants also carry a zero-cash exercise option — meaning holders can convert for no additional payment — delivering twice the number of shares as a cash exercise. The company's own prospectus states that full zero-cash exercise could take shares outstanding from 1.55 million to 22.2 million. That is a 1,335% increase from a single capital raise.
The ATM Behind the Curtain
The Aegis Capital ATM, entered February 2026, has approximately $96.4 million of undrawn capacity against a market capitalization of roughly $2.6 million — a 37-to-1 ratio. At the $1.67 reference price cited in the July filing, that capacity translates to about 57.7 million shares, or 37 times the current float. The program is active: shares outstanding rose 186% between May 15 and June 30, driven partly by ATM sales and partly by Class B-2 and C-2 warrant exercises that delivered 558,672 shares into the float.
Data Services Are Not Keeping Up
Major data feeds still show a float near 529,000 shares, anchored to the May 15 share count. The actual float is roughly three times that figure. The discrepancy exists because 1,006,524 shares were issued through ATM sales and warrant exercises in the six weeks after the feed's snapshot date — none of which triggered a data-service update.
The Reverse-Split Record
Five reverse splits since April 2024 — 1-for-100, 1-for-2.5, 1-for-6, 1-for-20, and 1-for-7 — amount to a cumulative 1-for-210,000 consolidation. Each split cured a Nasdaq minimum-bid deficiency; each was followed by renewed issuance that consumed the new headroom. Two splits landed within three months of each other in early 2026.
CISS carries $27.3 million in cash and time deposits and zero bank debt — yet filed the new $6 million offering anyway, reinforcing that equity issuance operates as a standing practice rather than an emergency measure. The dilution risk grade is 10 out of 10: Extreme.