424B5 1 ny20058761x1_424b5.htm 424B5

Filed pursuant to Rule 424(b)(5)

Registration Statement No. 333-275477

PROSPECTUS SUPPLEMENT

(To Prospectus dated January 10, 2024)

Up to $12,500,000 of Common Shares

Toro 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 prospectus. In accordance with the terms of the Distribution Agreement, we may, through the Sales Agent, offer and sell from time to time our common shares, having an aggregate offering amount of up to $12,500,000 (the “Aggregate Offering Amount”).

Sales of our common shares, if any, under this prospectus supplement and the accompanying 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 (“Nasdaq”) 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 Agents 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 Nasdaq under the symbol “TORO.” The last reported sale price of our common shares on Nasdaq on November 10, 2025 was $3.730 per share. The aggregate market value of our outstanding common shares held by non-affiliates on November 10, 2025 was $38,025,984 based on 8,642,269 common shares issued and outstanding held by non-affiliates and a per share price of $4.40 based on the closing sale price of our common shares on October 7, 2025, as reported by Nasdaq. 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 (the “JOBS Act”), and as such, are subject to certain reduced public company reporting requirements. See “Prospectus Supplement Summary—Implications of Being an Emerging Growth Company” on page S-2 of this prospectus supplement.

Investing in our common shares involves a high degree of risk and uncertainty. See “Risk Factors” beginning on page S-4 of this prospectus supplement, and page 8 of the accompanying 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 “SEC”) on April 15, 2025 (the “Annual Report”) which is incorporated by reference herein and therein, to read about the risks you should consider before purchasing our common shares.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this 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 November 13, 2025.


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			S-iii
PROSPECTUS SUPPLEMENT SUMMARY			S-1
THE OFFERING			S-3
RISK FACTORS			S-4
USE OF PROCEEDS			S-7
CAPITALIZATION			S-8
DILUTION			S-9
DESCRIPTION OF SECURITIES WE ARE OFFERING			S-11
PLAN OF DISTRIBUTION			S-12
TAX CONSIDERATIONS			S-13
EXPENSES			S-14
ENFORCEABILITY OF CIVIL LIABILITIES			S-15
VALIDITY OF SECURITIES			S-16
EXPERTS			S-16
WHERE YOU CAN FIND ADDITIONAL INFORMATION			S-16
INFORMATION INCORPORATED BY REFERENCE			S-17


ABOUT THIS PROSPECTUS			1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
TORO CORP.			5
WHERE YOU CAN FIND MORE INFORMATION			6
INCORPORATION BY REFERENCE			7
RISK FACTORS			8
USE OF PROCEEDS			9
CAPITALIZATION			10
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			11
DESCRIPTION OF CAPITAL STOCK			12
DESCRIPTION OF DEBT SECURITIES			13
DESCRIPTION OF WARRANTS			15
DESCRIPTION OF PURCHASE CONTRACTS			16
DESCRIPTION OF RIGHTS			17
DESCRIPTION OF UNITS			18
PLAN OF DISTRIBUTION			19
TAX CONSIDERATIONS			23
EXPENSES			24
VALIDITY OF SECURITIES			25
EXPERTS			25
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES			26


All figures in U.S. dollars)	Actual As of June 30, 2025	As Adjusted As of June 30, 2025	As Further Adjusted For This Offering
Mezzanine equity:		—	—
Series A Preferred Shares⁽¹⁾	$124,223,771	$124,223,771	$124,223,771
Shareholders Equity:
Common Shares	19,094	21,474	24,825
Series B Preferred Shares	40	40	40
Additional paid-in capital	54,735,464	54,679,538	66,558,687
Retained earnings	141,171,688	140,658,355	140,658,355
Total Shareholders Equity	$195,926,286	$195,359,407	$207,241,907
Total Capitalization	$320,150,057	$319,583,178	$331,465,678


	Valuation Technique	Unobservable Input	Range (Weighted average)
“Straight” Preferred Share component	Discounted Cash Flow model	• Weighted average cost of Capital	12.80%
Option Component	Black Scholes	• Volatility • Risk free rate • Weighted average cost of Capital • Strike price • Share price (based on the first 5 trading days volume weighted average)	69.00% 3.16% 12.80% $5.75 $4.52


Assumed offering price per common share			$3.730
Pro forma net tangible book value per common share as of June 30, 2025⁽¹⁾			$9.098
Dilution per share attributable to sale of common shares in this offering			$0.749
As adjusted proforma net tangible book value per common share after this offering⁽²⁾			$8.348
Accretion per share to new investors purchasing common shares in this offering			$4.618


SEC Filing Fee⁽¹⁾			—
FINRA Filing Fee⁽²⁾			—
Legal Fees and Expenses			$100,000
Accountants’ Fees and Expenses			$11,500
Miscellaneous Costs			$131,000
Total			$242,500


(All figures in U.S. dollars)	Actual	As Adjusted
Debt:
Long-term debt (including current portion) — Secured⁽¹⁾	$5,593,600	$5,257,200
Total debt	$5,593,600	$5,257,200

Mezzanine equity:
Series A Preferred Shares	$118,848,806	$118,848,806

Parent company equity/ Shareholders Equity:
Capital Stock	$19,201	$19,201
Series B Preferred Shares	$40	$40
Treasury Stock	$—	$(570,441)
Additional paid-in capital	$56,834,671	$56,834,671
Retained earnings	$92,585,421	$92,542,643
Total parent company equity/ Shareholders Equity	$149,439,333	$148,826,114
Total Capitalization	$273,881,739	$272,932,120


SEC registration fee			$29,520.00
FINRA filing fee			$*
Legal fees and expenses			$*
Accounting fees and expenses			$*
Miscellaneous			$*
Total			$*

Name of Beneficial Owner

No. of Common Shares

Percentage

Pani Corp.⁽¹⁾

All executive officers and directors as a group (excluding Petros Panagiotidis)⁽²⁾

SEC Form 424B5 filed by Toro Corp.