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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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Pyxis Tankers Inc. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
Y71726130 (CUSIP Number) |
Valentios Valentis c/o Pyxis Maritime Corp., K. Karamanli 59 Maroussi, J3, 15215 30-210-638-0200 Keith J. Billotti, Esq. Seward & Kissel LLP, One Battery Park Plaza New York, NY, 10004 (212) 574-1200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/13/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | Y71726130 |
| 1 |
Name of reporting person
Maritime Investors Corp. | ||||||||
| 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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARSHALL ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,007,587.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
57.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
* Ownership percentage based on 10,520,868 shares of common stock, par value $0.001 per share, of Pyxis Tankers Inc. (the "Shares") issued and outstanding as of January 14, 2025. This Issuer provided this information to the Reporting Persons.
SCHEDULE 13D
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| CUSIP No. | Y71726130 |
| 1 |
Name of reporting person
Valentios Valentis | ||||||||
| 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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GREECE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,007,587.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
57.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
** Ownership percentage based on 10,520,868 Shares issued and outstanding as of January 14, 2025. This Issuer provided this information to the Reporting Persons.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value | |
| (b) | Name of Issuer:
Pyxis Tankers Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
K. Karamanli 59, Maroussi,
GREECE
, 15125. | |
Item 1 Comment:
This Amendment No. 10 ("Amendment No. 10") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on November 10, 2015, amended by Amendment No. 1 filed with the Securities and Exchange Commission on June 13, 2017, Amendment No. 2 filed with the SEC on August 10, 2017, Amendment No. 3 filed with the SEC on January 2, 2018, Amendment No. 4 filed with the SEC on November 4, 2019, Amendment No. 5 filed with the SEC on March 1, 2021, Amendment No. 6 filed with the SEC on June 17, 2021, Amendment No. 7 filed with the SEC on December 27, 2021, Amendment No. 8 filed with the SEC on March 7, 2024 and Amendment No. 9 filed with the SEC on August 8, 2024 (as amended, the "Schedule 13D") by Maritime Investors Corp. ("MIC") and Mr. Valentios Valentis, the Chairman and Chief Executive Officer of the Issuer (collectively with MIC, the "Reporting Persons"). MIC is owned and controlled by Mr. Valentis and his family members. The Reporting Persons may constitute a "group" for reporting purposes of Rule 13d-5 under the Securities Exchange Act of 1934, as amended, with respect to their respective beneficial ownership of the Shares. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D.
Information contained herein with respect to each Reporting Person is given solely by such Reporting Person, and no other Reporting Person has responsibility for the accuracy or completeness of information supplied by such other Reporting Person. | ||
| Item 2. | Identity and Background | |
| (a) | There are no material changes to the Schedule 13D. | |
| (b) | There are no material changes to the Schedule 13D. | |
| (c) | There are no material changes to the Schedule 13D. | |
| (d) | There are no material changes to the Schedule 13D. | |
| (e) | There are no material changes to the Schedule 13D. | |
| (f) | There are no material changes to the Schedule 13D. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information thereto:
On October 20, 2024, the Issuer redeemed all of its outstanding Series A Preferred Shares, which included 11,283 Series A Preferred Shares owned by MIC.
On November 20, 2024, the board of directors of the Issuer approved a grant of restricted stock, pursuant to the Issuer's 2015 Equity Incentive Plan (the "Plan") to certain employees and directors of the Issuer. As part of such grant, Mr. Valentis was granted 10,000 restricted Shares pursuant to the Plan, 100% of which shall vest 12 months from November 20, 2024. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information thereto:
The information set forth in Item 3 of this Amendment No. 10 is hereby incorporated by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: This Amendment No. 10 is being filed by the Reporting Persons to update the percentage of Shares of the Issuer beneficially owned by the Reporting Persons to reflect the repurchase of Shares by the Issuer pursuant to its share repurchase program. This Amendment No. 10 also updates the number of Shares beneficially owned by the Reporting Persons as a result of a grant of restricted Shares to the Reporting Persons pursuant to the Issuer's equity incentive plan, as described above. According to information received from the Issuer, as of the date of this report, there were 10,520,868 Shares issued and outstanding. In April, 2022, MIC purchased 15,000 Series A Preferred Shares in the open market, which were convertible into 66,964 additional Shares. On June 20, 2024, the Issuer redeemed 3,717 of the Series A Preferred Shares owned by MIC as part of the Issuer's announced 100,000 Series A Preferred Share redemption, and on October 20, 2024, the Issuer redeemed the remaining 11,283 of the Series A Preferred Shares owned by MIC as part of the Issuer's full Series A Preferred Share redemption. Based on the foregoing, the Reporting Persons report beneficial ownership of the following Shares:
As of the date hereof, MIC owns 6,007,587 Shares, which represents an aggregate of approximately 57.1% of the issued and outstanding Shares. As of the date hereof, Mr. Valentios Valentis and his family members own all of the outstanding interests in MIC and may be deemed to beneficially own the 6,007,587 Shares owned by MIC, which represents an aggregate of approximately 57.1% of the issued and outstanding Shares. | |
| (b) | MIC has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 6,007,587 Shares. MIC has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 6,007,587 Shares.
Mr. Valentis has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 6,007,587 Shares. Mr. Valentis has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 6,007,587 Shares. | |
| (c) | Except as otherwise described in this Amendment No. 10, there have been no transactions by the Reporting Persons in the Shares during the past 60 days. | |
| (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, any of the Shares beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information thereto:
The information set forth in Item 3 and Item 4 of this Amendment No. 10 is hereby incorporated by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
None. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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