SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)^*

IMPERIAL PETROLEUM INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Y3894J187

(CUSIP Number)

Harry N. Vafias

c/o Imperial Petroleum Inc.

331 Kifissias Avenue

Erithrea 14561

Athens, Greece

011 30210 625 0001

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 15, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

CUSIP No. Y3894J187 13D

1	NAME OF REPORTING PERSONS   Flawless Management Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Republic of the Marshall Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   8,446,445
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   8,446,445

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,446,445
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   26.4%*
14	TYPE OF REPORTING PERSON (see instructions)   CO

* Based on (1) 23,615,168 shares of Imperial Petroleum Inc. common stock outstanding (which excludes 1,966,666 shares issuable upon exercise of outstanding pre-funded warrants and 16,876,116 shares issuable upon exercise of outstanding warrants), and (2) a conversion price of the Series C Convertible Preferred Stock of $1.6543, which is the Ten-Day VWAP for the period ended on the last trading day prior to the date of this Amendment No. 1.

CUSIP No. Y3894J187 13D

1	NAME OF REPORTING PERSONS   Harry N. Vafias
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   GREECE

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   747,638
	8	SHARED VOTING POWER   8,446,445
	9	SOLE DISPOSITIVE POWER   747,638
	10	SHARED DISPOSITIVE POWER   8,446,445

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,194,083
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   28.7%*
14	TYPE OF REPORTING PERSON (see instructions)   IN

* Based on (1) 23,615,168 shares of Imperial Petroleum Inc. common stock outstanding (which excludes 1,966,666 shares issuable upon exercise of outstanding pre-funded warrants and 16,876,116 shares issuable upon exercise of other outstanding warrants), and (2) a conversion price of the Series C Convertible Preferred Stock of $1.6543, which is the Ten-Day VWAP for the period ended on the last trading day prior to the date of this Amendment No. 1.

AMENDMENT NO. 1 TO

STATEMENT ON SCHEDULE 13D

This Amendment No. 1 (this “Amendment No. 1”) to Schedule 13D (originally filed on August 4, 2023), relates to the common stock, par value $0.01 per share (“Common Stock”), of Imperial Petroleum Inc., a Marshall Islands corporation (the “Issuer”), and is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 7 and incorporated herein by reference) by and between Flawless Management Inc., a Republic of the Marshall Islands corporation (“Flawless”), and Harry N. Vafias in his personal capacity (sometimes collectively referred to as the “Reporting Persons”).

Information given in response to each item below shall be deemed incorporated by reference in all other items below. Unless indicated otherwise, all items left blank remain unchanged, and any items which are amended below are deemed to amend and update the existing items in the Schedule 13D.

All share amounts reflect the 1-for-15 reverse split of the Common Stock effected by the Issuer on April 28, 2023.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended to add the following:

This Amendment No. 1 is being filed by the Reporting Persons to update the percentage of Common Stock of the Issuer beneficially owned by the Reporting Persons to reflect an increase in the total number of outstanding shares of Common Stock, as a result of an offering by the Issuer of units comprised of Common Stock and warrants to purchase Common Stock (the “August 2023 Offering”) pursuant to a prospectus supplement filed with the Securities and Exchange Commission on August 14, 2023 pursuant to Rule 424(b)(5) (File No. 333-268638) under the Securities Act of 1933, as amended, which was consummated on August 15, 2023. As a result of the August 2023 Offering, there were 23,615,168 shares of the Issuer’s Common Stock outstanding (which excludes 1,966,666 shares issuable upon exercise of outstanding pre-funded warrants sold in the August 2023 Offering, each of which is exercisable for $0.01 per share, and 16,876,116 shares issuable upon exercise of other outstanding warrants, including warrants sold in the August 2023 Offering).

This Amendment No. 1 also updates the number of shares beneficially owned by the Reporting Persons as a result of changes in the conversion price of the Series C Cumulative Convertible Perpetual Preferred Stock, par value $0.01 per share (the “Series C Convertible Preferred Stock”), of the Issuer due to changes in the Ten-Day VWAP of the Common Stock for the ten trading day period ended on the date prior to the filing of this Amendment No. 1. The 13,875 shares of Series C Convertible Preferred Stock owned by Flawless are convertible, at the holder’s option, after the six-month anniversary of issuance, i.e., September 27, 2023, into shares of Common Stock at a conversion price equal to the lower of $7.50 and the preceding ten-day volume weighted average price (the “Ten-Day VWAP”) of the Common Stock, which as of the date of this Amendment No. 1 equaled $1.6543.

(a) See Items 11 and 13 on the cover pages to this Amendment No. 1 for the aggregate number and percentage of the class of Common Stock owned by each Reporting Person.

(b) Number of shares as to which each Reporting Person has:

i. Sole power to vote or to direct the vote: See Item 7 on cover pages to this Statement.

ii. Shared power to vote or to direct the vote: See Item 8 on cover pages to this Statement.

iii. Sole power to dispose or direct the disposition: See Item 9 on cover pages to this Statement.

iv. Shared power to dispose or direct the disposition: See Item 10 on cover pages to this Statement.

(c) Within the last 60 days, no reportable transactions were effected by any Reporting Person.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

A copy of the form of Lockup Agreement entered into by each of the Reporting Persons in connection with the August 2023 Offering is filed as Exhibit 8 and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

Exhibit 7: Joint Filing Agreement, dated August  23, 2023, among Flawless Management Inc. and Harry N. Vafias.

Exhibit 8: Form  of Lockup Agreement with Maxim Group LLC

[The remainder of this page intentionally left blank]

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 23, 2023

FLAWLESS MANAGEMENT INC.
By:	/s/ Harry N. Vafias
	Harry N. Vafias
	President

/s/ Harry N. Vafias

Harry N. Vafias

EX-99.7

EXHIBIT 7

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT, dated as of August 23, 2023, between Flawless Management Inc. and Harry N. Vafias (collectively, the “Joint Filers”).

WHEREAS, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the parties hereto desire to satisfy any filing obligation under Section 13(d) of the Exchange Act by a single joint filing;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Joint Filers hereby agree and represent as follows:

1. Schedule 13D with respect to the Common Stock, par value $0.01 per share, of Imperial Petroleum Inc. (to which this Joint Filing Agreement is an exhibit) is filed on behalf of each of the Joint Filers.

2. Each of the Joint Filers is responsible for the timely filing of Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, provided that each such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

[Signature page to follow]

IN WITNESS WHEREOF, the undersigned have caused this Joint Filing Agreement to be duly executed and delivered as of the date first written above.

FLAWLESS MANAGEMENT INC.
By:	/s/ Harry N. Vafias
	Harry N. Vafias
	President
/s/ Harry N. Vafias
Harry N. Vafias

EX-99.8

Exhibit 99.8

LOCK-UP AGREEMENT

________, 2023

Maxim Group LLC

300 Park Avenue, 16^th Floor

New York, NY 10022

Re: Public Offering of Imperial Petroleum Inc.

Ladies and Gentlemen:

The undersigned, a holder of shares of common stock, par value $0.01 per share (the “Shares”), or rights to acquire Shares, of Imperial Petroleum Inc., a company incorporated under the laws of the Republic of the Marshall Islands (the “Company”), understands that you are the placement agent (the “Placement Agent”) to the placement agency agreement (the “Placement Agreement”) to be entered into between the Placement Agent and the Company, providing for the public offering (the “Public Offering”) of securities of the Company, consisting of Shares and Class E Warrants to purchase Shares (the “Securities”) pursuant to a Registration Statement on Form F-3 (File No. 333-268663) previously filed with U.S. Securities and Exchange Commission (the “SEC”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in the Placement Agreement.

In consideration of the Placement Agent’s agreement to enter into the Placement Agreement and to proceed with the Public Offering of the Securities, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees, for the benefit of the Company and the Placement Agent, that without the prior written consent of the Placement Agent, the undersigned will not, during the period specified in the following paragraph (the “Lock-Up Period”), directly or indirectly, unless otherwise provided herein, (a) offer, sell, agree to offer or sell, solicit offers to purchase, convert, exercise, exchange, grant any call option or purchase any put option with respect to, pledge, encumber, assign, borrow or otherwise dispose of or transfer (each a “Transfer”) any Relevant Security (as defined below) or otherwise publicly disclose the intention to do so, or (b) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder) with respect to any Relevant Security, or otherwise enter into any swap, derivative or other transaction or arrangement that Transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by the delivery of Relevant Securities, other securities, cash or other consideration, or otherwise publicly disclose the intention to do so. As used herein, the term “Relevant Security” means any Shares, warrant to purchase Shares or any other security of the Company or any other entity that is convertible into, or exercisable or exchangeable for, Shares or any other equity security of the Company, in each case owned beneficially or otherwise by the undersigned on the date set forth on the front cover of the final prospectus used in connection with the Public Offering of the Securities (the “Effective Date”) or acquired by the undersigned during the Lock-Up Period.

The Lock-Up Period will commence on the date of this Lock-up Agreement and continue and include the date that is ninety (90) days after the Closing Date.

In addition, the undersigned further agrees that, without the prior written consent of the Placement Agent, during the Lock-Up Period the undersigned will not: (i) file or participate in the filing with the SEC of any registration statement or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document, in each case with respect to any proposed offering or sale of a Relevant Security, or (ii) exercise any rights the undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant Security.

In furtherance of the undersigned’s obligations hereunder, the undersigned hereby authorizes the Company during the Lock-Up Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to Relevant Securities for which the undersigned is the record owner and the transfer of which would be a violation of this Lock-Up Agreement and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record owner, agrees that during the Lock-Up Period it will cause the record owner to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to such Relevant Securities to the extent such transfer would be a violation of this Lock-Up Agreement.

Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Relevant Securities:

(i) as a bona fide gift or gifts,

(ii) to any trust for the direct or indirect benefit of the undersigned or a member or members of the immediate family of the undersigned,

(iii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of the undersigned, (2) to limited partners, limited liability company members or stockholders of the undersigned, or (3) in connection with a sale, merger or transfer of all or substantially all of the assets of the undersigned or any other change of control of the undersigned, not undertaken for the purpose of avoiding the restrictions imposed by this Lock-Up Agreement,

(iv) if the undersigned is a trust, to the beneficiary of such trust,

(v) by testate or intestate succession,

(vi) by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement,

(vii) to cover the payment of the exercise prices or the payment of taxes associated with the exercise or vesting of equity awards that were issued under any equity compensation plan of the Company, or

(viii) pursuant to the Public Offering;

provided, in the case of clauses (i)-(vi), that (A) such transfer shall not involve a disposition for value, (B) the transferee agrees in writing with the Placement Agent and the Company to be bound by the terms of this Lock-Up Agreement, and (C) such transfer would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made; and provided, further, in the case of clause (vii), that the equity awards being exercised or that have vested were outstanding prior to the date of the Placement Agreement and that such equity awards have not been amended since the date of the Placement Agreement.

For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that this Lock-Up Agreement has been duly authorized (if the undersigned is not a natural person) and constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms. Upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the successors and assigns of the undersigned from the date of this Lock-Up Agreement.

The undersigned understands that, if the Placement Agreement does not become effective, or if the Placement Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold in connection with the Public Offering, the undersigned shall be released from all obligations under this Lock-Up Agreement.

The undersigned, whether or not participating in the Public Offering, understands that the Placement Agent is entering into the Placement Agreement and proceeding with the Public Offering in reliance upon this Lock-Up Agreement.

The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this letter agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof sent to the Company at the address in effect for notices to it under the Placement Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands that this letter agreement does not intend to create any relationship between the undersigned and the Placement Agent and that no issuance or sale of the Securities is created or intended by virtue of this letter agreement.

This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Delivery of a signed copy of this Lock-Up Agreement by facsimile or e-mail/.pdf transmission shall be effective as the delivery of the original hereof.

Very truly yours,

Name (printed):

Title (if applicable):

Entity (if applicable):