Exhibit 99.3 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion of our financial condition and results of operations for the six month periods ended June 30, 2024 and 2025. Unless otherwise specified herein, references to the "Company," "we" or "our" shall include PYXIS TANKERS INC. and its subsidiaries. You should read the following discussion and analysis together with our unaudited interim Condensed Consolidated Financial Statements as of J ...

Financial Performance - Time charter equivalent revenues were $88 million, a 282% decrease compared to Q2 2024[6] - Net loss was $19 million, resulting in a loss per share of $019[6] - Adjusted EBITDA was $12 million, down from $8 million in Q2 2024[6] - MR2 tankers reported an average daily TCE of $20686, while bulkers reported $12840 in Q2 2025[6] - For Q3 2025, 91% of MR available days are booked at an estimated average TCE rate of $21600/day, and 66% of dry-bulk carrier days are booked at $15250/day[6] Market Conditions and Outlook - The product tanker sector faces constructive but moderating conditions due to slower economic activity and increased tanker supply[12, 14] - Global GDP growth is forecasted at approximately 3% for 2025 and 2026, impacting seaborne trade of refined products[14] - Major geopolitical events, such as the Russia-Ukraine war and Red Sea conflicts, continue to influence chartering activities and trade routes[15] - The introduction/expansion of trade restrictions, led by the U S, is developing, including the effects on the energy markets[15] Fleet and Strategy - Approximately 46% of the remaining days of 2025 are covered by existing charters[7] - The company is well-positioned for opportunistic fleet expansion with cash items and a Hunting License bank loan commitment of up to $45 million[6] MR2 Tanker Supply - The MR2 orderbook stood at 319 vessels as of June 1, 2025, representing 169% of the worldwide fleet[16] - An estimated annual net growth of 5-6% in 2025 is expected in MR2 supply[16]

Core Insights - The company reported a significant decline in revenues and increased net losses for the second quarter of 2025 compared to the same period in 2024, primarily due to lower charter rates and increased administrative expenses [2][3][12] Financial Performance - For the three months ended June 30, 2025, net revenues were $9.2 million, a decrease of 34.2% from $13.9 million in the same period of 2024 [12] - The net loss attributable to common shareholders was $2.0 million, compared to a net income of $5.0 million for the same period in 2024 [12] - Adjusted EBITDA for the second quarter of 2025 was $1.2 million, down from $8.0 million in the same period of 2024, reflecting a decrease of $6.8 million [12][15] Market Conditions - The product tanker sector faced lower charter rates in 2025 due to slowing global economic activity, with average TCE rates for MR tankers declining by 37% year-over-year to $20,686 per day [4][12] - The dry-bulk market also experienced depressed chartering conditions, with average daily TCE rates for mid-sized bulkers falling over 42% compared to Q2 2024, reaching $12,840 [5][12] Operational Insights - The company operated an average of 6.0 vessels in Q2 2025, an increase from 5.0 vessels in the same period of 2024, contributing to higher total fleet ownership days [19][30] - 100% of MR tankers' revenue was generated under short-term time charters in Q2 2025, while dry-bulk carriers were also exclusively employed under short-term time charters [12][30] Future Outlook - The company anticipates a challenging chartering environment for both product tankers and dry-bulk carriers for the remainder of 2025, with modest growth expected in global demand for seaborne cargoes [6][9] - A recent $750 billion energy trade agreement by the European Union to purchase U.S. energy products over the next three years may provide a potential boost to tanker demand [6][9] - The company has secured a bank commitment of up to $45 million to finance the potential acquisition of two vessels by January 2027, indicating plans for fleet expansion [10][51]

About Pyxis Tankers Inc. The Company currently owns a modern fleet of six mid-sized eco-vessels, which are engaged in the seaborne transportation of a broad range of refined petroleum products and dry-bulk commodities and consists of three MR product tankers, one Kamsarmax bulk carrier and controlling interests in two dry-bulk joint ventures of a sister-ship Kamsarmax and an Ultramax. The Company is positioned to opportunistically expand and maximize its fleet of eco-efficient vessels due to significant cap ...

Financial Performance - Time charter equivalent revenues were $84 million, a 174% decrease compared to Q1 2024[5] - Net income was $08 million, resulting in $007 EPS (basic and diluted)[5] - Adjusted EBITDA was $35 million, down $25 million from Q1 2024[5] Fleet and Chartering - In Q1 2025, the fleet TCE was $18,692, with MR2 tankers reporting an average daily TCE of $23,593 and bulkers at $13,013[5] - As of May 20, 2025, 100% of available MR days for Q2 were booked at an estimated average TCE rate of $21,600/day, and 62% of Q2 days for dry-bulk carriers were booked at an estimated average TCE rate of $12,300/day[5] - Approximately 38% of the remaining days of 2025 are covered by existing charters[6] Market Conditions and Outlook - Increasing pace of scheduled new build deliveries starting in the second half of the year through 2026 is expected to lead to significant supply growth, potentially offset by scrapping of older vessels[5] - Major regional conflicts have contributed to constructive chartering conditions worldwide, despite moderating cargo shipments[5] - The IMF lowered its forecast for annual global GDP growth to an average of 29% for 2025-26[12] - Drewry forecasts total dry bulk demand growth of 24% for 2025, with a compounded annual growth rate (CAGR) for 2024-30 of 25%[19]

Company Overview - Pyxis Tankers Inc. reported unaudited results for the three months ended March 31, 2025, with net revenues of $9.6 million, a decrease of 18.6% from $11.8 million in the same period of 2024 [2][11][16] - The net income attributable to common shareholders for Q1 2025 was $0.8 million, down from $3.4 million in Q1 2024, resulting in earnings per share of $0.07 compared to $0.33 in the prior year [2][11][16] - Adjusted EBITDA for the first quarter of 2025 was $3.5 million, a decrease of $2.5 million from $6.0 million in Q1 2024 [2][11][16] Financial Performance - Time charter equivalent (TCE) revenues for Q1 2025 were $8.4 million, a decrease of $1.8 million or 17.4% compared to the same period in 2024 [2][11] - The average daily TCE rate for MR tankers was $23,593, which is 25.8% lower than the $31,790 rate in Q1 2024 [11][16] - The dry-bulk fleet achieved an average daily TCE rate of $13,013, down 23.2% from $16,950 in the same period of 2024 [11][16] Market Conditions - The product tanker sector faced lower charter rates due to slowing global economic activity and reduced demand for transportation fuels, although market conditions improved sequentially supported by seasonal factors [5][7] - The dry-bulk market remained subdued, impacted by soft demand for certain commodities and the deceleration of the Chinese economy [6][9] - Global demand for seaborne cargoes is expected to see modest growth in 2025, with a normalization of ton-mile activity anticipated [7][9] Fleet and Operations - As of March 31, 2025, the company had a fleet of three modern eco-efficient MR tankers and three dry-bulk vessels, all employed under short-term time charters [5][6][51] - The company repurchased 67,534 common shares at an average price of $3.91 per share during the first quarter of 2025, completing its $3.0 million share repurchase program [3][35] - The average number of vessels increased from 4.5 in Q1 2024 to 6.0 in Q1 2025 due to the acquisition of two Kamsarmax dry-bulk vessels [11][16] Future Outlook - The chartering environment for both product tankers and dry-bulk carriers is expected to remain challenging for the remainder of 2025, with limited direct exposure to tariffs but an anticipated increase in vessel supply [7][9] - The International Monetary Fund revised its global growth forecast down to 2.8% for 2025, which may impact demand for refined products and dry-bulk commodities [8][9] - The company is exploring opportunities to expand its fleet of mid-sized, modern eco-efficient vessels in both sectors [10][38]

Core Viewpoint - Pyxis Tankers Inc. is set to release its unaudited financial results for the first quarter of 2025 on May 21, 2025, before the market opens in New York [1]. Company Overview - Pyxis Tankers Inc. operates a modern fleet of six mid-sized eco-vessels, focusing on the transportation of refined petroleum products and dry bulk commodities [3]. - The fleet includes three MR product tankers, one Kamsarmax bulk carrier, and controlling interests in two dry-bulk joint ventures, which consist of a sister-ship Kamsarmax and an Ultramax [3]. - The company aims to opportunistically expand its fleet of eco-efficient vessels, supported by significant capital resources, a competitive cost structure, strong customer relationships, and an experienced management team aligned with shareholder interests [3].

Company Overview - Pyxis Tankers Inc. is an international shipping company that currently owns a modern fleet of six mid-sized eco-vessels, including three MR product tankers, one Kamsarmax bulk carrier, and controlling interests in two dry-bulk joint ventures [2] - The company is engaged in the seaborne transportation of a broad range of refined petroleum products and dry-bulk commodities [2] - Pyxis Tankers is positioned to opportunistically expand its fleet of eco-efficient vessels due to significant capital resources, competitive cost structure, strong customer relationships, and an experienced management team [2] Recent Developments - The company announced a commitment letter with an existing bank for a "hunting license" loan facility of up to $45 million to finance the potential acquisition of up to two modern vessels [1] - The loan facility can cover up to 62.5% of the vessel purchase value and can be drawn down anytime for a period of up to 18 months after closing, expected in June 2025 [1] - The average interest rate for borrowings under the facility is SOFR + 1.9%, with repayments scheduled quarterly over five years from drawdown [1]

Executive Summary & Business Highlights Pyxis Tankers reported Q4 and full-year 2024 results, detailing financial performance, strategic initiatives, and market outlook [Q4 2024 & Full Year 2024 Overview](index=1&type=section&id=Q4%202024%20%26%20Full%20Year%202024%20Overview) Pyxis Tankers reported a decrease in Q4 2024 revenues and Adjusted EBITDA compared to Q4 2023, with a net loss attributable to common shareholders due to a preferred stock redemption. Full-year 2024 revenues increased, but net income attributable to Pyxis Tankers Inc. decreased significantly compared to 2023, largely due to substantial gains from vessel sales in the prior year Q4 2024 Key Financials (vs. Q4 2023) | Metric (Q4 2024) | Value (USD Million) | Change vs. Q4 2023 | | :---------------- | :------------------ | :----------------- | | Revenues, net | 12.0 | -9.2% | | TCE revenues | 7.9 | -33.6% | | Adjusted net income | 0.3 | -98.6% | | Adjusted EBITDA | 3.3 | -57.7% | | Net loss attributable to common shareholders | (2.4) | N/A (vs. $21.6M income) | FY 2024 Key Financials (vs. FY 2023) | Metric (FY 2024) | Value (USD Million) | Change vs. FY 2023 | | :--------------- | :------------------ | :----------------- | | Revenues, net | 51.5 | +13.4% | | Net income attributable to Pyxis Tankers Inc. | 12.9 | -65.2% | | Adjusted income per common share (basic) | 1.17 | -65.3% | [CEO Commentary & Market Outlook](index=1&type=section&id=CEO%20Commentary%20%26%20Market%20Outlook) The CEO noted a profitable Q4 2024 despite deteriorating market conditions. The product tanker sector experienced decelerating chartering activity due to softening global demand and refinery maintenance, while dry-bulk conditions remained disappointing. The company anticipates continued challenges in 2025 due to stable demand but growing vessel supply, though supply growth is expected to be manageable - CEO Valentios Valentis commented on a "**Profitable last quarter amid deteriorating market conditions**"[4](index=4&type=chunk) - Product tanker sector: Decelerating chartering activity in Q4 2024 due to softening global demand, seasonal refinery maintenance, and moderating inventories. MR2 tankers averaged **$22,084 per day TCE in Q4 2024**[5](index=5&type=chunk) - Dry-bulk sector: Disappointing chartering conditions in Q4 2024 due to soft demand and declining Chinese economy. Bulkers averaged **$11,582 per day TCE in Q4 2024**[6](index=6&type=chunk) - Outlook for 2025: Chartering environment for both product tankers and dry-bulk is expected to remain challenging due to stable global demand but anticipated increase in vessel supply from newbuilds. Net supply growth for MR2 is estimated at approximately **5% for 2025**[7](index=7&type=chunk) [Strategic Financial Initiatives](index=3&type=section&id=Strategic%20Financial%20Initiatives) Pyxis Tankers completed significant financial initiatives to enhance shareholder value, including fully utilizing its common share repurchase program and redeeming all outstanding convertible preferred stock, thereby preventing potential dilution and strengthening the common share's market profile - Common Share Repurchase Program: Fully utilized the **$3.0 million program by January 2025**, acquiring over **730,000 common shares** at an average cost of **$4.03 per share** since summer 2023[8](index=8&type=chunk) - Preferred Stock Redemption: Fully redeemed all outstanding **7.75% Series A Cumulative Convertible Preferred Stock in 2024**, eliminating potential dilution of approximately **1.8 million common shares** and associated monthly cash dividends[9](index=9&type=chunk) - Aggregate investment of **$13.1 million in equity repurchases** prevented dilution of more than **2.5 million common shares**, representing **19.4% of diluted shares**[9](index=9&type=chunk) [Fleet Expansion & Modernization](index=3&type=section&id=Fleet%20Expansion%20%26%20Modernization) The company is exploring acquisition opportunities for eco-efficient vessels in both product tanker and dry-bulk sectors, leveraging declining ship values. It plans to enhance balance sheet liquidity, repay debt, and complete maintenance programs, including installing fuel-saving devices on two vessels - Potential acquisition opportunities: Ship values started to decline in H2 2024, creating opportunities to expand the fleet of mid-sized, modern eco-efficient vessels in product tanker and dry-bulk sectors[10](index=10&type=chunk) - Capital Allocation: Maintain a disciplined approach to capital allocation until more attractive situations materialize[10](index=10&type=chunk) - Operational Focus: Utilize operating cash flow to enhance balance sheet liquidity, repay scheduled debt, and complete high-quality maintenance programs[10](index=10&type=chunk) - Environmental Efficiency: Two vessels will undergo special surveys this spring, including the installation of advanced, fuel-saving devices[10](index=10&type=chunk) Financial Performance Analysis This section analyzes Pyxis Tankers' financial results for Q4 and full year 2024, detailing revenue drivers, cost changes, and profitability metrics [Q4 2024 Financial Results](index=3&type=section&id=Q4%202024%20Financial%20Results) Pyxis Tankers experienced a decline in Q4 2024 revenues and profitability compared to Q4 2023, primarily due to lower daily TCE rates for both MR and dry-bulk fleets, reduced MR utilization, and increased voyage-related costs from higher spot employment. The prior year also benefited from a significant gain on vessel sale Q4 2024 Key Financials (vs. Q4 2023) | Metric | Q4 2023 (USD Million) | Q4 2024 (USD Million) | Change (USD Million) | Change (%) | | :-------------------------- | :-------------------- | :-------------------- | :------------------- | :--------- | | Revenues, net | 13.2 | 12.0 | (1.2) | -9.2% | | Net income attributable to Pyxis Tankers Inc. | 21.8 | 0.3 | (21.5) | -98.6% | | Adjusted net income | 21.6 | 0.3 | (21.3) | -98.6% | | MR daily TCE rate | 30,484 | 22,084 | (8,400) | -27.6% | | Dry-bulk daily TCE rate | 16,932 | 11,582 | (5,350) | -31.6% | | Adjusted EBITDA | 7.7 | 3.3 | (4.5) | -57.7% | - Voyage related costs and commissions: Increased by **$2.8 million (219%) to $4.1 million**, primarily due to higher spot employment for MRs (**195 days in Q4 2024 vs. 96 days in Q4 2023**)[21](index=21&type=chunk) - Vessel operating expenses: Increased by **$0.3 million (11.0%) to $3.5 million**, reflecting fleet expansion from dry-bulk acquisitions[22](index=22&type=chunk) - Depreciation: Increased by **$0.4 million (22.7%) to $1.9 million**, due to acquired bulkers partially offset by depreciation ceasing for the sold 'Pyxis Epsilon'[26](index=26&type=chunk) - Gain from the sale of vessels, net: Q4 2023 included a **$17.1 million gain** from the sale of 'Pyxis Epsilon', with no comparable gain in Q4 2024[27](index=27&type=chunk) [Revenues, Net (Q4)](index=5&type=section&id=Revenues%2C%20Net%20%28Q4%29) Net revenues declined in Q4 2024 due to fewer operating MR vessels, softer charter rates, and lower fleet utilization - Revenues, net decreased by **$1.2 million (9.2%) to $12.0 million** in Q4 2024, driven by operating one less MR, softer charter rates, and lower utilization for both MR and dry-bulk fleets[20](index=20&type=chunk) [Voyage Related Costs and Commissions (Q4)](index=5&type=section&id=Voyage%20Related%20Costs%20and%20Commissions%20%28Q4%29) Voyage related costs and commissions significantly increased in Q4 2024, primarily due to higher spot employment for MR vessels - Voyage related costs and commissions increased by **$2.8 million (219%) to $4.1 million** in Q4 2024, primarily due to higher spot employment for MRs (**195 days in Q4 2024 vs. 96 days in Q4 2023**)[21](index=21&type=chunk) [Vessel Operating Expenses (Q4)](index=5&type=section&id=Vessel%20Operating%20Expenses%20%28Q4%29) Vessel operating expenses increased in Q4 2024, reflecting the expansion of the dry-bulk fleet - Vessel operating expenses increased by **$0.3 million (11.0%) to $3.5 million** in Q4 2024, reflecting fleet expansion from dry-bulk acquisitions[22](index=22&type=chunk) [General and Administrative Expenses (Q4)](index=5&type=section&id=General%20and%20Administrative%20Expenses%20%28Q4%29) General and administrative expenses rose in Q4 2024 due to increased professionals' fees and inflationary pressures in Greece - General and administrative expenses increased by **$0.1 million (18.0%) to $0.8 million** in Q4 2024, due to increased professionals' fees and inflationary cost pressures in Greece[23](index=23&type=chunk) [Management Fees (Q4)](index=5&type=section&id=Management%20Fees%20%28Q4%29) Management fees remained stable in Q4 2024 compared to the prior year - Management fees remained flat at **$0.5 million** in Q4 2024 compared to Q4 2023[24](index=24&type=chunk) [Amortization of Special Survey Costs (Q4)](index=5&type=section&id=Amortization%20of%20Special%20Survey%20Costs%20%28Q4%29) Amortization of special survey costs remained consistent in Q4 2024 - Amortization of special survey costs remained flat at **$0.1 million** in Q4 2024 compared to Q4 2023[25](index=25&type=chunk) [Depreciation (Q4)](index=5&type=section&id=Depreciation%20%28Q4%29) Depreciation increased in Q4 2024, primarily due to the acquisition of bulkers, partially offset by the cessation of depreciation for a sold vessel - Depreciation increased by **$0.4 million (22.7%) to $1.9 million** in Q4 2024, reflecting additional depreciation for acquired bulkers, partially offset by depreciation ceasing for the sold 'Pyxis Epsilon'[26](index=26&type=chunk) [Gain from Sale of Vessels, Net (Q4)](index=5&type=section&id=Gain%20from%20Sale%20of%20Vessels%2C%20Net%20%28Q4%29) No gain from vessel sales was recorded in Q4 2024, contrasting with a significant gain in the prior year - No gain from vessel sales was recorded in Q4 2024, compared to a **$17.1 million gain** from the sale of 'Pyxis Epsilon' in Q4 2023[27](index=27&type=chunk) [Interest and Finance Costs, Net (Q4)](index=5&type=section&id=Interest%20and%20Finance%20Costs%2C%20Net%20%28Q4%29) Interest and finance costs remained stable in Q4 2024, as higher debt levels were offset by lower interest rates and reduced margins - Interest and finance costs remained flat at **$1.6 million** in Q4 2024, as higher average debt levels were offset by lower SOFR-referenced interest rates and reduced interest rate margins on two loan agreements[28](index=28&type=chunk) [Interest Income (Q4)](index=6&type=section&id=Interest%20Income%20%28Q4%29) Interest income saw a slight increase in Q4 2024 due to larger average balances in short-term deposits - Interest income increased slightly to **$0.5 million** in Q4 2024, due to larger average balances of short-term time deposits, partially offset by lower interest rates[29](index=29&type=chunk) [Loss/(Gain) Assumed by Non-Controlling Interest (Q4)](index=6&type=section&id=Loss%2F%28Gain%29%20Assumed%20by%20Non-Controlling%20Interest%20%28Q4%29) A loss was assumed by non-controlling interest in Q4 2024, a decrease compared to a gain in the prior year, attributable to dry-bulk joint ventures - Loss assumed by non-controlling interest was **$0.2 million** in Q4 2024, a **$0.2 million decrease** compared to a gain in Q4 2023, attributable to the NCI in dry-bulk joint ventures[30](index=30&type=chunk) [Full Year 2024 Financial Results](index=6&type=section&id=Full%20Year%202024%20Financial%20Results) For the full year 2024, Pyxis Tankers reported increased revenues, net, driven by higher MR daily TCE rates and fleet expansion in dry-bulk. However, net income significantly decreased compared to 2023, primarily due to the absence of substantial vessel sale gains recognized in the prior year FY 2024 Key Financials (vs. FY 2023) | Metric | FY 2023 (USD Million) | FY 2024 (USD Million) | Change (USD Million) | Change (%) | | :-------------------------- | :-------------------- | :-------------------- | :------------------- | :--------- | | Revenues, net | 45.5 | 51.5 | 6.1 | +13.4% | | Net income attributable to Pyxis Tankers Inc. | 37.0 | 12.9 | (24.1) | -65.2% | | Adjusted net income | 36.2 | 12.3 | (23.9) | -65.9% | | MR average daily TCE rate | 26,633 | 29,289 | 2,656 | +10.0% | | Dry-bulk average daily TCE rate | 15,323 | 15,353 | 30 | +0.2% | | Adjusted EBITDA | 22.6 | 24.0 | 1.4 | +6.1% | - Fleet Composition: Operated an average of **3 MR tankers in 2024** (vs. 4.2 in 2023) and an average of **2.4 bulk carriers** (vs. 0.3 in 2023), reflecting dry-bulk fleet expansion with 'Konkar Asteri' and 'Konkar Venture' acquisitions[15](index=15&type=chunk) - Voyage related costs and commissions: Increased by **$3.2 million (50.0%) to $9.5 million**, due to higher spot employment (**621 days in 2024 vs. 402 days in 2023**)[33](index=33&type=chunk) - Vessel operating expenses: Increased by **$1.7 million (15.0%) to $13.4 million**, mainly due to **337 additional ownership days** from dry-bulk fleet expansion[34](index=34&type=chunk) - Gain from the sale of vessels, net: FY 2023 included total gains of **$25.1 million** from vessel sales ('Pyxis Malou' and 'Pyxis Epsilon'), with no comparable gain in FY 2024[39](index=39&type=chunk) [Revenues, Net (FY)](index=6&type=section&id=Revenues%2C%20Net%20%28FY%29) Full-year net revenues increased in 2024, driven by higher MR average daily TCE rates and expanded dry-bulk operating days - Revenues, net increased by **$6.1 million (13.4%) to $51.5 million** in FY 2024, primarily due to a **10% increase in MR average daily TCE rate to $29,289** and increased dry-bulk operating days from acquisitions[32](index=32&type=chunk) [Voyage Related Costs and Commissions (FY)](index=6&type=section&id=Voyage%20Related%20Costs%20and%20Commissions%20%28FY%29) Voyage related costs and commissions rose significantly in FY 2024, mainly due to increased spot employment across the fleet - Voyage related costs and commissions increased by **$3.2 million (50.0%) to $9.5 million** in FY 2024, primarily due to higher spot employment for the fleet (**621 days in 2024 vs. 402 days in 2023**)[33](index=33&type=chunk) [Vessel Operating Expenses (FY)](index=6&type=section&id=Vessel%20Operating%20Expenses%20%28FY%29) Vessel operating expenses increased in FY 2024, primarily attributable to additional ownership days from dry-bulk fleet expansion - Vessel operating expenses increased by **$1.7 million (15.0%) to $13.4 million** in FY 2024, mainly attributed to **337 additional ownership days** due to dry-bulk fleet expansion[34](index=34&type=chunk) [General and Administrative Expenses (FY)](index=6&type=section&id=General%20and%20Administrative%20Expenses%20%28FY%29) General and administrative expenses decreased in FY 2024, largely due to the absence of a performance bonus paid in the prior year - General and administrative expenses decreased by **$0.5 million (13.1%) to $3.0 million** in FY 2024, mainly due to a **$0.6 million performance bonus** paid in the previous year[35](index=35&type=chunk) [Management Fees (FY)](index=6&type=section&id=Management%20Fees%20%28FY%29) Management fees increased in FY 2024, driven by the acquisition of three dry-bulk carriers, partially offset by two MR sales - Management fees increased by **$0.2 million (12.9%) to $1.7 million** in FY 2024, resulting from the three dry-bulk carrier acquisitions, partially offset by two MR sales[36](index=36&type=chunk) [Amortization of Special Survey Costs (FY)](index=6&type=section&id=Amortization%20of%20Special%20Survey%20Costs%20%28FY%29) Amortization of special survey costs remained consistent in FY 2024 compared to the previous year - Amortization of special survey costs remained flat at **$0.4 million** in FY 2024 compared to 2023[37](index=37&type=chunk) [Depreciation (FY)](index=6&type=section&id=Depreciation%20%28FY%29) Depreciation increased in FY 2024, reflecting additional depreciation for recently acquired bulkers, partially offset by depreciation ceasing for sold tankers - Depreciation increased by **$1.4 million (25.5%) to $6.9 million** in FY 2024, reflecting additional depreciation for recently acquired bulkers, partially offset by depreciation ceasing for sold tankers in 2023[38](index=38&type=chunk) [Gain from Sale of Vessels, Net (FY)](index=7&type=section&id=Gain%20from%20Sale%20of%20Vessels%2C%20Net%20%28FY%29) No gain from vessel sales was recorded in FY 2024, contrasting with significant gains from vessel sales in FY 2023 - No gain from vessel sales was recorded in FY 2024, compared to total gains of **$25.1 million** in FY 2023 from the sales of 'Pyxis Malou' and 'Pyxis Epsilon'[39](index=39&type=chunk) [Loss from Debt Extinguishment (FY)](index=7&type=section&id=Loss%20from%20Debt%20Extinguishment%20%28FY%29) No loss from debt extinguishment was recorded in FY 2024, unlike the prior year which included a loss related to loan repayments and refinancing - No loss from debt extinguishment was recorded in FY 2024, compared to a **$0.4 million loss** in FY 2023 related to loan repayments of sold vessels and debt refinancing[40](index=40&type=chunk) [Interest and Finance Costs, Net (FY)](index=7&type=section&id=Interest%20and%20Finance%20Costs%2C%20Net%20%28FY%29) Net interest and finance costs increased in FY 2024 due to higher average debt levels, partially offset by lower SOFR rates and reduced interest margins - Interest and finance costs, net, increased by **$0.7 million (11.9%) to $6.5 million** in FY 2024, primarily due to higher average debt levels, partially offset by lower SOFR indexed rates and reduced interest margins on two loan agreements[41](index=41&type=chunk) [Interest Income (FY)](index=7&type=section&id=Interest%20Income%20%28FY%29) Interest income increased significantly in FY 2024, driven by larger average balances of short-term time deposits - Interest income increased by **$1.1 million (86.5%) to $2.3 million** in FY 2024, due to larger average balances of short-term time deposits, partially offset by lower interest rates[42](index=42&type=chunk) [Loss Assumed by Non-Controlling Interest (FY)](index=7&type=section&id=Loss%20Assumed%20by%20Non-Controlling%20Interest%20%28FY%29) Loss assumed by non-controlling interest increased in FY 2024, representing the NCI's share in the dry-bulk joint ventures' losses - Loss assumed by non-controlling interest increased by **$0.2 million (79.6%) to $0.4 million** in FY 2024, representing the **40% share of the loss** attributable to NCI in the two dry-bulk joint ventures[43](index=43&type=chunk) Consolidated Financial Statements This section presents Pyxis Tankers' consolidated financial statements, including comprehensive income, balance sheets, and cash flows for Q4 and full year 2024 [Consolidated Statements of Comprehensive Income/(Loss) (Q4 2024 & FY 2024)](index=8&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%2F%28Loss%29%20%28Q4%202024%20%26%20FY%202024%29) The consolidated statements show a significant shift from net income in 2023 to a net loss attributable to common shareholders in Q4 2024, primarily due to the absence of vessel sale gains and the deemed dividend from preferred stock redemption. For the full year, net income attributable to common shareholders decreased substantially due to the same factors Consolidated Statements of Comprehensive Income/(Loss) (Selected Data) | Metric | Q4 2023 (USD '000) | Q4 2024 (USD '000) | FY 2023 (USD '000) | FY 2024 (USD '000) | | :------------------------------------------ | :----------------- | :----------------- | :----------------- | :----------------- | | Revenues, net | 13,249 | 12,035 | 45,468 | 51,542 | | Operating income | 23,171 | 1,282 | 41,869 | 16,724 | | Net income attributable to Pyxis Tankers Inc. | 21,826 | 314 | 37,037 | 12,868 | | Net income/(loss) attributable to common shareholders | 21,630 | (2,400) | 36,227 | 9,624 | | Income/(loss) per common share, basic | 2.04 | (0.23) | 3.38 | 0.91 | - A deemed dividend of **$2.682 million** from Series A Convertible Preferred Stock Redemption was recognized in Q4 2024 and for the full year 2024, impacting net income attributable to common shareholders[44](index=44&type=chunk)[45](index=45&type=chunk) [Consolidated Balance Sheets](index=10&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2024, total assets increased, primarily driven by a significant increase in vessels, net, reflecting fleet expansion. Current assets decreased due to lower cash and short-term investments. Total liabilities also increased, mainly due to higher long-term debt, while total stockholders' equity saw a slight decrease Consolidated Balance Sheets (Selected Data) | Metric | Dec 31, 2023 (USD '000) | Dec 31, 2024 (USD '000) | Change (USD '000) | Change (%) | | :-------------------------- | :---------------------- | :---------------------- | :---------------- | :--------- | | Total current assets | 60,880 | 46,123 | (14,757) | -24.2% | | Vessels, net | 99,273 | 140,024 | 40,751 | +41.0% | | Total assets | 166,313 | 188,881 | 22,568 | +13.6% | | Total current liabilities | 10,084 | 12,254 | 2,170 | +21.5% | | Long-term debt, net | 55,370 | 76,963 | 21,593 | +39.0% | | Total stockholders' equity | 100,859 | 99,664 | (1,195) | -1.2% | - Cash and cash equivalents decreased from **$34.5 million in 2023 to $21.2 million in 2024**[46](index=46&type=chunk) - Preferred Stock: All Series A Convertible Preferred Shares were redeemed and outstanding as of December 31, 2024 (**nil shares outstanding vs. 403,631 in 2023**)[46](index=46&type=chunk) [Consolidated Statements of Cash Flows](index=12&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash flows from operating activities remained positive but decreased in 2024. Investing activities shifted from a net cash inflow in 2023 to a significant net cash outflow in 2024, primarily due to substantial payments for vessel acquisitions. Financing activities turned positive in 2024, driven by proceeds from long-term debt and non-controlling interests, despite preferred share redemption and common stock repurchases Consolidated Statements of Cash Flows (Selected Data) | Cash Flow Activity | FY 2023 (USD '000) | FY 2024 (USD '000) | Change (USD '000) | | :------------------------------ | :----------------- | :----------------- | :---------------- | | Net cash provided by operating activities | 21,442 | 18,846 | (2,596) | | Net cash (used in)/provided by investing activities | 12,205 | (42,163) | (54,368) | | Net cash provided by/(used in) financing activities | (7,497) | 9,571 | 17,068 | | Net (decrease)/increase in cash and cash equivalents and restricted cash | 26,150 | (13,746) | (39,896) | - Payments for vessel acquisition: Increased from **$28.5 million in 2023 to $45.0 million in 2024**[47](index=47&type=chunk) - Proceeds from long-term debt: **$31.0 million in 2024** (vs. $34.5 million in 2023)[47](index=47&type=chunk) - Redemption of Series A Convertible Preferred shares: **$10.1 million outflow in 2024**[47](index=47&type=chunk) - Common stock re-purchase program: **$1.5 million outflow in 2024** (vs. $1.2 million in 2023)[47](index=47&type=chunk) Liquidity, Debt and Capital Structure This section details Pyxis Tankers' debt levels, liquidity position, and capital structure changes, including preferred stock redemption and common share repurchase activities [Debt Overview](index=14&type=section&id=Debt%20Overview) Pyxis Tankers' total funded debt increased significantly in 2024. The company maintained sufficient liquidity above minimum requirements and refinanced certain loans to reduce interest margins Total Funded Debt, Net of Deferred Financing Costs | Date | Amount (USD '000) | | :------------ | :----------------- | | Dec 31, 2023 | 60,950 | | Dec 31, 2024 | 84,524 | - Weighted average interest rate on total funded debt: **7.77%** as of December 31, 2024[49](index=49&type=chunk) - Weighted average interest margin: **2.38%** as of December 31, 2024[50](index=50&type=chunk) - Liquidity: Total cash and cash equivalents, including restricted cash and short-term investments, aggregated to **$39.6 million** as of December 31, 2024, exceeding the minimum required cash balance of **$1.35 million**[50](index=50&type=chunk) - Debt Refinancing: Refinanced debt for 'Pyxis Theta' and 'Pyxis Lamda' in July 2024, reducing interest margins by an average of **85 basis points**[41](index=41&type=chunk) [Preferred Stock Redemption](index=14&type=section&id=Preferred%20Stock%20Redemption) In October 2024, Pyxis Tankers fully redeemed all remaining outstanding Series A Convertible Preferred Stock, eliminating potential common share dilution and future dividend payments. This resulted in a significant retained earnings reduction - On October 20, 2024, all remaining **303,171 Preferred Shares** were redeemed at **$25.00 per share**, extinguishing the right to convert into **1,353,442 common shares** and ceasing monthly cash dividends[52](index=52&type=chunk) - A retained earnings reduction of **$2.7 million** was recognized as a deemed dividend to preferred shareholders due to the redemption[52](index=52&type=chunk) [Common Share Repurchase Program](index=14&type=section&id=Common%20Share%20Repurchase%20Program) The company fully utilized its $3.0 million common share repurchase program by January 2025, acquiring a total of 730,683 common shares since summer 2023 - Q4 2024 Repurchases: **160,690 common shares** at an average price of **$4.09 per share**, totaling **$657 thousand**[54](index=54&type=chunk) - FY 2024 Repurchases: **331,558 common shares** at an average price of **$4.39 per share**, totaling **$1.46 million**[56](index=56&type=chunk) - Program Completion: By January 30, 2025, the **$3.0 million program was fully utilized**, acquiring **730,683 common shares** at an average cost of **$4.03 per share** since summer 2023[57](index=57&type=chunk) [Employee Incentive Program & Share Ownership](index=14&type=section&id=Employee%20Incentive%20Program%20%26%20Share%20Ownership) The Board approved the issuance of restricted common shares under the Employee Incentive Program in November 2024. As of December 31, 2024, the CEO beneficially owned a significant portion of the outstanding common shares - In November 2024, the Board approved the issuance of **72,500 restricted common shares** under the EIP to employees, board members, and affiliates, with a **12-month vesting period** through November 2025[53](index=53&type=chunk) - As of December 31, 2024, **10,553,399 common shares** were issued and outstanding, with Mr. Valentis (CEO) beneficially owning **56.9%**[55](index=55&type=chunk) [Subsequent Events](index=14&type=section&id=Subsequent%20Events) After year-end, the company completed its common share repurchase program, resulting in a slight reduction in outstanding common shares - As of January 30, 2025, an additional **67,534 common shares** were repurchased at an average price of **$3.91 per share**, fully utilizing the **$3.0 million share buy-back program**[56](index=56&type=chunk)[57](index=57&type=chunk) - As of January 30, 2025, **10,485,865 common shares** were outstanding, with Mr. Valentis beneficially owning **57.3%**[57](index=57&type=chunk) Non-GAAP Measures and Definitions This section provides reconciliations for non-GAAP financial measures like EBITDA and Adjusted EBITDA, along with definitions for key shipping industry metrics [EBITDA and Adjusted EBITDA Reconciliation](index=15&type=section&id=EBITDA%20and%20Adjusted%20EBITDA%20Reconciliation) The company provides EBITDA and Adjusted EBITDA as non-GAAP measures to evaluate operating performance, excluding certain non-operating or non-recurring charges like interest income, debt extinguishment, financial derivatives, and vessel sales Reconciliation of Net Income to EBITDA and Adjusted EBITDA | Metric | Q4 2023 (USD '000) | Q4 2024 (USD '000) | FY 2023 (USD '000) | FY 2024 (USD '000) | | :---------------------- | :----------------- | :----------------- | :----------------- | :----------------- | | Net income | 21,886 | 134 | 36,836 | 12,507 | | Depreciation | 1,552 | 1,904 | 5,503 | 6,904 | | Amortization of special survey costs | 114 | 90 | 388 | 382 | | Interest and finance costs | 1,634 | 1,631 | 5,835 | 6,529 | | **EBITDA** | **25,186** | **3,759** | **48,562** | **26,322** | | Interest income | (441) | (483) | (1,240) | (2,312) | | Loss from debt extinguishment | 92 | — | 379 | — | | Gain from the sale of vessels, net | (17,108) | — | (25,125) | — | | **Adjusted EBITDA** | **7,729** | **3,276** | **22,635** | **24,010** | [Adjusted Net Income and Adjusted Income Per Common Share Reconciliation](index=15&type=section&id=Adjusted%20Net%20Income%20and%20Adjusted%20Income%20Per%20Common%20Share%20Reconciliation) Adjusted net income and adjusted income per common share are presented to exclude the non-recurring effect of the full redemption of Preferred Shares, specifically the $2.7 million deemed dividend Reconciliation of Net Income/(Loss) Attributable to Common Shareholders and Adjusted Net Income | Metric | Q4 2023 (USD '000) | Q4 2024 (USD '000) | FY 2023 (USD '000) | FY 2024 (USD '000) | | :------------------------------------------ | :----------------- | :----------------- | :----------------- | :----------------- | | Net income/(loss) attributable to common shareholders | 21,630 | (2,400) | 36,227 | 9,624 | | Deemed dividend from Series A Convertible Preferred Stock Redemption | — | 2,682 | — | 2,682 | | **Adjusted net income** | **21,630** | **282** | **36,227** | **12,306** | | Adjusted income per common share, basic | 2.04 | 0.03 | 3.38 | 1.17 | | Adjusted income per common share, diluted | 1.76 | 0.03 | 2.94 | 0.96 | [Key Shipping Industry Metrics Definitions (Daily TCE, Opex, Utilization)](index=16&type=section&id=Key%20Shipping%20Industry%20Metrics%20Definitions%20%28Daily%20TCE%2C%20Opex%2C%20Utilization%29) The report defines key non-GAAP shipping industry performance measures used by management to evaluate vessel performance and operational efficiency - Daily TCE (Time Charter Equivalent): Average daily revenue performance of a vessel per voyage, calculated by dividing Revenues, net after deducting Voyage related costs and commissions, by operating days[62](index=62&type=chunk) - Vessel operating expenses (Opex) per day: Vessel operating expenses (crew wages, insurance, lube oils, etc.) divided by ownership days[63](index=63&type=chunk) - Utilization: Measures efficiency in finding suitable employment, calculated by dividing operating days by available days[64](index=64&type=chunk) Fleet Information This section provides details on Pyxis Tankers' current fleet composition and recent daily operational data for its MR and dry-bulk vessels [Current Fleet Composition](index=17&type=section&id=Current%20Fleet%20Composition) As of March 13, 2025, Pyxis Tankers operates a modern fleet of six eco-vessels, comprising three MR2 tankers and three dry-bulk vessels, with details on their charter types and rates Pyxis Tankers Fleet (as of March 13, 2025) | Vessel Name | Vessel type | Carrying Capacity (dwt) | Year Built | Type of charter | Charter Rate ($ per day) | Anticipated Earliest Redelivery Date | | :------------ | :---------- | :---------------------- | :--------- | :-------------- | :----------------------- | :----------------------------------- | | **Tanker fleet** | | | | | | | | Pyxis Lamda | MR2 | 50,145 | 2017 | Spot | n/a | n/a | | Pyxis Theta | MR2 | 51,795 | 2013 | Time | 22,000 | Dec 2025 | | Pyxis Karteria | MR2 | 46,652 | 2013 | Time | 24,500 | Sep 2025 | | **Dry-bulk fleet** | | | | | | | | Konkar Ormi | Ultramax | 63,520 | 2016 | Time | 13,650 | Mar 2025 | | Konkar Asteri | Kamsarmax | 82,013 | 2015 | Time | 12,850 | Mar 2025 | | Konkar Venture | Kamsarmax | 82,099 | 2015 | Time | n/a | n/a (undergoing Special Survey) | - The fleet consists of **three eco-efficient MR2 tankers** and **three dry-bulk vessels** (one Ultramax and two Kamsarmaxes, including controlling interests in two dry-bulk joint ventures)[67](index=67&type=chunk)[74](index=74&type=chunk) [Recent Daily Fleet Data](index=16&type=section&id=Recent%20Daily%20Fleet%20Data) Recent daily fleet data shows a decrease in Daily TCE and Utilization for both MR and Total Fleet in Q4 2024 compared to Q4 2023, while Opex per day remained relatively stable or decreased. For the full year 2024, MR Daily TCE increased, but Total Fleet Daily TCE decreased Recent Daily Fleet Data (Selected Metrics) | Metric (USD per day) | Q4 2023 | Q4 2024 | FY 2023 | FY 2024 | | :------------------- | :------ | :------ | :------ | :------ | | **MR Fleet:** | | | | | | Daily TCE | 30,484 | 22,084 | 26,633 | 29,289 | | Opex per day | 7,346 | 7,205 | 7,065 | 7,195 | | Utilization % | 97.7% | 89.5% | 95.7% | 96.1% | | Average number of MR vessels | 3.8 | 3.0 | 4.2 | 3.0 | | **Dry-bulk:** | | | | | | Daily TCE | 16,932 | 11,582 | 15,323 | 15,353 | | Opex per day | 6,087 | 5,421 | 7,772 | 6,240 | | Utilization % | 95.7% | 77.9% | 80.7% | 82.9% | | Average number of Dry-bulk vessels | 1.0 | 3.0 | 0.3 | 2.4 | | **Total Fleet:** | | | | | | Daily TCE | 27,717 | 17,197 | 25,972 | 23,617 | | Opex per day | 7,085 | 6,313 | 7,112 | 6,772 | | Utilization % | 97.3% | 83.7% | 94.7% | 90.3% | | Average number of vessels | 4.8 | 6.0 | 4.5 | 5.4 | Company Information & Forward-Looking Statements This section provides an overview of Pyxis Tankers Inc. and includes important disclaimers regarding forward-looking statements and associated risks [About Pyxis Tankers Inc.](index=18&type=section&id=About%20Pyxis%20Tankers%20Inc.) Pyxis Tankers Inc. is an international shipping company owning a modern fleet of six eco-vessels engaged in the transportation of refined petroleum products and dry-bulk commodities. The company aims to expand its fleet opportunistically, supported by strong financial resources, competitive costs, customer relationships, and an experienced management team - Pyxis Tankers Inc. owns a modern fleet of **six mid-sized eco-vessels** (three MR product tankers, one Kamsarmax bulk carrier, and controlling interests in two dry-bulk joint ventures) for seaborne transportation of refined petroleum products and dry-bulk commodities[74](index=74&type=chunk) - The company is positioned to opportunistically expand and maximize its fleet due to significant capital resources, competitive cost structure, strong customer relationships, and an experienced management team[74](index=74&type=chunk) [Forward-Looking Statements](index=18&type=section&id=Forward-Looking%20Statements) The report contains forward-looking statements regarding future plans, financial performance, and market expectations, which are subject to known and unknown risks and uncertainties. The company cautions against undue reliance on these statements and undertakes no obligation to update them - Forward-looking statements include plans, strategies, financial performance, prospects, future events, and market charter rate expectations, particularly concerning the effects of geopolitical conflicts (Russian-Ukrainian war, Red Sea conflict) on the product tanker and dry-bulk industries[75](index=75&type=chunk) - These statements are based on estimates and assumptions that are inherently subject to significant uncertainties and contingencies beyond the company's control, and actual results may differ materially[75](index=75&type=chunk) - The company cautions not to place undue reliance on forward-looking statements and undertakes no obligation to update them, except as required by applicable laws[75](index=75&type=chunk)

Stock Performance and Market Conditions - The market price of the company's common stock has fluctuated widely, reaching a high of $26.72 per share in December 2017 and a low of $1.62 per share in January 2022, with 2024 highs of $5.53 and lows of $3.40[206] - The stock market for shipping companies has experienced extreme volatility, often unrelated to individual companies' operating performance, which may lead to substantial losses for investors[207] - The company’s stock may be negatively impacted by perceptions of mixed asset classes and the performance of its subsidiaries[213] - A continued decline in the closing price of common shares could lead to suspension or delisting, significantly impairing the company's ability to raise capital[229] Shareholder Dilution and Equity Issuance - The company may issue additional shares of common stock or other equity securities in the future, which could dilute existing shareholder ownership interests[209] - The company has approximately 1.6 million common stock purchase warrants with an exercise price of $5.60, which may dilute existing shareholder ownership upon exercise[214] Dividend Policy and Financial Ratios - As of December 31, 2024, the ratio of total liabilities over the market value of adjusted total assets was 40%, well below the 75% threshold required for dividend payments[222] - The company does not intend to pay cash dividends on common stock in the near future, and any future payments will depend on the board's discretion[224] - The company’s ability to pay dividends is contingent upon compliance with loan agreements, which may restrict dividend payments if certain financial ratios are not met[225] Regulatory and Tax Considerations - The company is subject to economic substance regulations in the Marshall Islands, and any changes could adversely affect its business and financial condition[218] - The company may be subject to a 4% U.S. federal income tax on shipping income attributable to voyages that begin or end in the United States, which could reduce earnings and cash flow[236] - If treated as a "passive foreign investment company" (PFIC), U.S. shareholders could face adverse tax consequences, including unfavorable tax regimes[239] - The company does not expect to be classified as a PFIC for the 2024 taxable year, treating income from time chartering activities as services income[241] - Pending and future tax law changes, including a potential global minimum tax of 15%, could materially impact the company's financial condition[243] Corporate Governance and Market Compliance - Anti-takeover provisions in the company's Articles of Incorporation may discourage acquisitions and affect the market price of common stock[233] - Nasdaq requires listed companies to maintain a minimum share price of $1.00 per share, with delisting procedures initiated if the price falls below this threshold for 30 consecutive trading days[226] - Following a reverse stock split on May 13, 2022, the company had 10,613,424 common shares outstanding, aimed at meeting the $1.00 per share requirement[227] - The company has not completed a reverse stock split in the past year, but future compliance with Nasdaq's minimum price requirement remains critical[226] - Management's inability to report on the effectiveness of internal controls could lead to decreased investor confidence and a decline in common share value[235]