Exhibit (a)(1)(E)
Offer to Purchase for Cash
by
TORO CORP.
of
Up to 4,500,000 Shares of Its Common Stock
at a Purchase Price of $2.75
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., EASTERN TIME, ON AUGUST 7, 2025
UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated July 10, 2025 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), in connection with the Offer by TORO CORP., a Marshall Islands corporation (the “Company”), to purchase for cash up to 4,500,000 shares of its common stock, par value of $0.001 per share, at a price of $2.75 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Offer. Unless the context otherwise requires, all references to shares shall refer to the common stock of the Company.
The Company will purchase all shares properly tendered before the Expiration Time (as defined in the Offer to Purchase) and not properly withdrawn at the purchase price, net to the seller in cash, less any applicable withholding tax and without interest, on the terms and subject to the conditions of the Offer, including its proration provisions. All shares acquired in the Offer will be acquired at the same purchase price. The Company reserves the right, in its sole discretion, to purchase more than 4,500,000 shares in the Offer, subject to applicable law. The Company will return shares not purchased because of proration provisions to the tendering shareholders at the Company’s expense promptly after the Offer expires. See Sections 1 and 3 of the Offer to Purchase.
If the number of shares properly tendered is less than or equal to 4,500,000 shares, the Company will, on the terms and subject to the conditions of the Offer, purchase at the purchase price all shares so tendered.
On the terms and subject to the conditions of the Offer, if at the expiration of the Offer more than 4,500,000 shares are properly tendered, the Company will buy shares on a pro rata basis from all shareholders who properly tender shares. See Sections 1 and 3 of the Offer to Purchase.
We are the owner of record of shares held for your account. As such, we are the only ones who can tender your shares, and then only pursuant to your instructions. We are sending you the Letter of Transmittal for your information only; you cannot use it to tender shares we hold for your account.
Please instruct us as to whether you wish us to tender any or all of the shares we hold for your account on the terms and subject to the conditions of the Offer.
Please note the following:
1. | You may tender your shares at the purchase price of $2.75 per share, as indicated in the attached Instruction Form, net to you in cash, less any applicable withholding taxes and without interest. |
2. | You should consult with your broker or other financial or tax advisor on the possibility of designating the priority in which your shares will be purchased in the event of proration. |
3. | The Offer is not conditioned on any minimum number of shares being tendered. The Offer is, however, subject to certain other conditions, including proration and “odd lot” provisions, set forth in Section 6 of the Offer to Purchase. |