Company Performance - Pyxis Tankers Inc. (NASDAQ:PXSAW) experienced a significant surge in stock price, increasing by 221.875% to $0.05, potentially due to industry-specific developments [1][6] - Brand Engagement Network, Inc. (NASDAQ:BNAIW) saw its stock price rise by 183% to $0.08, likely reflecting advancements in conversational AI technology [2][6] - Epsium Enterprise Limited (NASDAQ:EPSM) witnessed a 95.05% increase in stock price to $29.41, driven by its diverse portfolio and strategic market positioning [3][6] - Actelis Networks, Inc. (NASDAQ:ASNS) had a stock price increase of 61.78% to $0.59, supported by a substantial order from a major Southern European carrier [4][6] Industry Trends - The stock movements highlight the dynamic nature of the market, where company-specific news and broader economic factors significantly impact stock prices [5]

Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes the company's financial condition, operational results, and future outlook, encompassing forward-looking statements and key financial data [Forward-Looking Statements](index=1&type=section&id=Forward-Looking%20Statements) This section details the nature of forward-looking statements, covering future results, economic conditions, business strategy, and market trends, and lists factors that could cause actual results to differ materially - Statements are **predictive**, refer to **future events**, and include words such as '**expects**,' '**anticipates**,' '**intends**,' '**plans**,' '**believes**,' '**estimates**,' '**seeks**,' '**targets**,' '**continue**,' '**contemplate**,' '**possible**,' '**likely**,' '**might**,' '**will**,' '**would**,' '**could**,' '**projects**,' '**forecasts**,' '**predicts**,' '**potential**', '**may**,' '**should**' and similar expressions[3](index=3&type=chunk) - Forward-looking statements cover **future operating or financial results**, **global and regional economic and political conditions** (including piracy), **pending vessel acquisitions**, **business strategy**, **expected capital spending or operating expenses** (including dry-docking and insurance costs), **competition** in the product tanker and dry bulk industries, **shipping market trends** (including charter rates and factors affecting supply and demand, particularly effects of the war in Ukraine or the Red Sea conflict), **financial condition and liquidity**, **ability to obtain financing**, **ability to enter into fixed-rate charters**, **ability to earn income in the spot market**, and **expectations of vessel availability, construction time, and useful lives**[3](index=3&type=chunk) - Factors that might cause future results to differ include changes in **governmental taxation, rules and regulations**, U.S. presidential and congressional election results, **economic and competitive conditions**, **central bank policies**, **borrowing availability**, **operating expenses** (bunker fuel, crewing, dry docking, G&A, insurance), **capital expenditures**, **planned acquisitions/divestitures**, **vessel breakdowns**, **potential claims or liability from litigation**, **cybersecurity breaches**, **disruption of world trade** due to protectionism, tariffs, piracy, terrorism, political events, public health threats, **international hostilities** (Ukraine War, Middle East conflicts), changes in **interest and foreign exchange rates**, **severe weather disruptions** (Panama Canal drought), **non-compliance with anti-corruption acts**, **ESG scrutiny**, and **dependence on key employees and third-party managers**[4](index=4&type=chunk)[5](index=5&type=chunk)[10](index=10&type=chunk) [Overview](index=3&type=section&id=Overview) PYXIS TANKERS INC. owns four tanker companies and 60% of two consolidated dry-bulk joint ventures, operating a fleet of three MR2 tankers and three dry-bulk carriers - PYXIS TANKERS INC. was incorporated in the Republic of the Marshall Islands on **March 23, 2015**[7](index=7&type=chunk) - As of June 30, 2025, the Company owns **100% interest in four vessel-owning companies** (Seventhone, Tenthone, Eleventhone, Drytwo) and **60% ownership in two dry-bulk joint ventures**: DRYKON MARITIME Corp. (owns 'Konkar Ormi') and ACCUSHIP MARITIME Ltd. (owns 'Konkar Venture')[7](index=7&type=chunk)[8](index=8&type=chunk)[11](index=11&type=chunk) - The dry-bulk joint ventures for 'Konkar Ormi' and 'Konkar Venture' are **consolidated** in the Company's financial statements under ASC 810 guidelines due to control over Drykon and Accuship, resulting in reported non-controlling interest[9](index=9&type=chunk) Fleet Composition (as of June 30, 2025) | Vessel-owning Company | Vessel Name | DWT | Year Built | Acquisition Date | | :-------------------- | :---------- | :-- | :--------- | :--------------- | | Seventhone | Pyxis Theta | 51,795 | 2013 | 16-Sep-2013 | | Tenthone | Pyxis Karteria | 46,652 | 2013 | 15-Jul-2021 | | Eleventhone | Pyxis Lamda | 50,145 | 2017 | 20-Dec-2021 | | Dryone | Konkar Ormi | 63,520 | 2016 | 14-Sep-2023 | | Drytwo | Konkar Asteri | 82,013 | 2015 | 15-Feb-2024 | | Drythree | Konkar Venture | 82,099 | 2015 | 28-Jun-2024 | - PYXIS MARITIME CORP. (beneficially owned by the CEO/Chairman) provides ship management services to tanker vessel-owning companies, and Konkar Shipping Agencies, S.A. (also beneficially owned by the CEO/Chairman) provides ship management services to dry-bulk vessel-owning companies, both for a fixed daily fee; INTERNATIONAL TANKER MANAGEMENT LTD. (an unrelated third party) handles crewing and technical management for tankers[13](index=13&type=chunk)[14](index=14&type=chunk)[15](index=15&type=chunk) [Results of Operations - Revenue and Expense Overview](index=5&type=section&id=Results%20of%20Operations%20-%20Revenue%20and%20Expense%20Overview) Revenues are generated from chartering vessels, influenced by fleet size, voyage days, and daily charter hire rates, with key expenses including voyage, operating, and administrative costs - Revenues are generated by chartering vessels for the transportation of petroleum products, other liquid bulk items, and dry-bulk commodities, primarily influenced by the **number of vessels, voyage days employed, and daily charter hire rates**[17](index=17&type=chunk) - **Time charters** provide more predictable cash flows but can yield lower profit margins, with the charterer paying voyage expenses and the owner paying vessel operating expenses; **spot charters** involve the owner being responsible for all expenses (capital, voyage, operating) and are paid on a per-ton basis[18](index=18&type=chunk)[19](index=19&type=chunk) - Key expense categories include **voyage related costs and commissions** (port, canal, bunker, brokerage), **vessel operating expenses** (crew, insurance, repairs, maintenance), **general and administrative expenses** (annual fee to Maritime, public company costs), **management fees** (to Maritime, Konkar Agencies, ITM), **depreciation** (straight-line over 25 years), **special survey and dry-docking costs** (capitalized and amortized), and **interest and finance costs** (SOFR-based debt, interest income)[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk)[27](index=27&type=chunk) [Selected Consolidated Financial Data](index=8&type=section&id=Selected%20Consolidated%20Financial%20Data) This section presents key consolidated financial data for the six months ended June 30, 2024 and 2025, and balance sheet data as of December 31, 2024, and June 30, 2025 Interim Condensed Consolidated Statements of Comprehensive Income/(Loss) Data (in thousands of U.S. dollars) | Metric | Six months ended June 30, 2024 | Six months ended June 30, 2025 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Revenues, net | $25,715 | $18,756 | | Voyage related costs and commissions | $(3,315) | $(1,571) | | Vessel operating expenses | $(6,116) | $(6,965) | | General and administrative expenses | $(1,546) | $(4,573) | | Management fees, related parties | $(498) | $(686) | | Management fees, other | $(244) | $(251) | | Amortization of special survey costs | $(194) | $(264) | | Depreciation | $(3,095) | $(3,752) | | Operating income | $10,707 | $694 | | Interest and finance costs | $(3,073) | $(2,944) | | Interest income | $1,261 | $857 | | Net income/(loss) | $8,895 | $(1,393) | | Loss/(Gain) attributable to non-controlling interests | $(53) | $156 | | Net income/(loss) attributable to Pyxis Tankers Inc. | $8,842 | $(1,237) | | Dividend Series A Convertible Preferred Stock | $(383) | — | | Net income/(loss) attributable to common shareholders | $8,459 | $(1,237) | | Income/(loss) per common share, basic | $0.81 | $(0.12) | | Income/(loss) per common share, diluted | $0.73 | $(0.12) | Interim Condensed Consolidated Balance Sheets Data (in thousands of U.S. dollars) | Metric | December 31, 2024 | June 30, 2025 | | :---------------------------------- | :---------------- | :------------ | | Total current assets | $46,123 | $46,085 | | Total other non-current assets | $2,564 | $3,780 | | Total fixed assets, net | $140,194 | $136,728 | | Total assets | $188,881 | $186,593 | | Total current liabilities | $12,254 | $15,277 | | Total non-current liabilities | $76,963 | $73,173 | | Total stockholders' equity | $99,664 | $98,143 | | Total liabilities and stockholders' equity | $188,881 | $186,593 | Interim

[Executive Summary & Business Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Business%20Highlights) Pyxis Tankers reported Q4 and full-year 2024 results, detailing market conditions, strategic financial actions, and fleet modernization efforts [Q4 2024 & Full Year 2024 Overview](index=1&type=section&id=Q4%202024%20%26%20Full%20Year%202024%20Overview) Q4 2024 saw decreased revenues and Adjusted EBITDA, leading to a net loss, while full-year revenues rose but net income fell significantly 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, anticipating continued challenges in 2025 due to stable demand and growing vessel supply - 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 - **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, planning to enhance liquidity, repay debt, and complete maintenance programs - 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](index=3&type=section&id=Financial%20Performance%20Analysis) This section analyzes Pyxis Tankers' Q4 and full-year 2024 financial results, highlighting revenue, cost, and profitability drivers [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 and reduced MR utilization 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) - **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) [Revenues, Net (Q4)](index=5&type=section&id=Revenues%2C%20Net%20%28Q4%29) Q4 2024 revenues, net, decreased due to operating one less MR, 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 increased in Q4 2024, primarily due to higher spot employment for MRs - **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 fleet expansion from dry-bulk acquisitions - **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 increased in Q4 2024 due to higher 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 flat 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 flat in Q4 2024 compared to the prior year - **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, reflecting additional depreciation for acquired bulkers, partially offset by ceased 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 Q4 2023 - **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 flat in Q4 2024, as higher average debt was 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 increased slightly in Q4 2024 due to larger average balances of short-term time 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) Loss assumed by non-controlling interest was recorded in Q4 2024, a decrease compared to a gain in Q4 2023 - **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, but significantly decreased net income due to the absence of prior year vessel sale gains 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) - **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) [Revenues, Net (FY)](index=6&type=section&id=Revenues%2C%20Net%20%28FY%29) Full-year 2024 revenues, net, increased due to higher MR daily TCE rates and increased dry-bulk operating days from acquisitions - **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 increased in FY 2024, primarily due to higher spot employment for 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, mainly attributed 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, mainly due to the absence of a performance bonus paid in the previous 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, resulting from dry-bulk carrier acquisitions, partially offset by 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 flat in FY 2024 compared to the prior 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 ceased depreciation 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 substantial gains 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, compared to a loss in FY 2023 related to loan repayments and debt 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) Interest and finance costs, net, increased in FY 2024, primarily due to higher average debt levels, partially offset by lower interest rates and reduced 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 in FY 2024 due to 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 share of loss in dry-bulk joint ventures - **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](index=8&type=section&id=Consolidated%20Financial%20Statements) This section presents Pyxis Tankers' consolidated statements of 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 shift to net loss in Q4 2024 and a substantial decrease in full-year net income, primarily due to the absence of vessel sale gains and preferred stock redemption 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 due to fleet expansion, while current assets decreased, and total liabilities rose from higher long-term debt 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 decreased, investing activities shifted to a net outflow due to vessel acquisitions, and financing activities turned positive from debt proceeds 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](index=14&type=section&id=Liquidity%2C%20Debt%20and%20Capital%20Structure) This section details Pyxis Tankers' debt, liquidity, preferred stock redemption, common share repurchase program, and employee incentive program [Debt Overview](index=14&type=section&id=Debt%20Overview) Pyxis Tankers' total funded debt increased significantly in 2024, while maintaining sufficient liquidity and refinancing 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**[49](index=49&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 outstanding Series A Convertible Preferred Stock, eliminating potential common share dilution and future dividend payments - 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](index=15&type=section&id=Non-GAAP%20Measures%20and%20Definitions) This section provides reconciliations for non-GAAP measures like EBITDA and Adjusted EBITDA, and defines 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](index=16&type=section&id=Fleet%20Information) This section provides details on Pyxis Tankers' current fleet composition, including vessel types, capacities, charter information, and recent daily fleet data [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 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](index=18&type=section&id=Company%20Information%20%26%20Forward-Looking%20Statements) This section provides information about 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 mid-sized eco-vessels engaged in the transportation of refined petroleum products and dry-bulk commodities - **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 - 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)

[Introduction](index=4&type=section&id=INTRODUCTION) This section introduces Pyxis Tankers Inc. and its consolidated subsidiaries, clarifying the terminology used throughout the Annual Report on Form 20-F [Summary](index=4&type=section&id=INTRODUCTION_Summary) This section introduces Pyxis Tankers Inc. and its consolidated subsidiaries, clarifying the terminology used throughout the Annual Report on Form 20-F. It also states that the audited consolidated financial statements are prepared in accordance with U.S. GAAP and defines currency notations - The report refers to **Pyxis Tankers Inc.** and its **consolidated subsidiaries** as 'Pyxis,' 'the Company,' 'we,' 'us,' and 'our'[15](index=15&type=chunk) - **Consolidated financial statements** are prepared in accordance with **U.S. Generally Accepted Accounting Principles (U.S. GAAP)**[16](index=16&type=chunk) - All monetary references in the report are in **U.S. dollars** ($, US$, U.S.$, **U.S. dollars**, **USD**) unless otherwise noted, and '€' refers to **euros**[16](index=16&type=chunk) [Forward-Looking Statements](index=4&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section outlines the forward-looking nature of statements in the Annual Report, which are subject to risks and uncertainties [Summary](index=4&type=section&id=FORWARD-LOOKING%20STATEMENTS_Summary) This section outlines the forward-looking nature of statements in the Annual Report, which are subject to risks and uncertainties. It lists various factors that could cause actual results to differ materially from projections, including economic conditions, regulatory changes, market volatility, and geopolitical events. Investors are cautioned against undue reliance on these statements - **Forward-looking statements** cover **future operating/financial results**, **global economic/political conditions**, **vessel acquisitions**, **business strategy**, **capital/operating expenses**, competition, **shipping market trends** (**charter rates, supply/demand**), **financial condition**, **liquidity**, and **vessel availability/useful lives**[18](index=18&type=chunk) - Key factors that might cause future results to differ include changes in **governmental taxation/regulations**, **U.S. election impacts**, **economic/competitive conditions** (**charter rates, charterer performance**), **central bank policies** (**inflation, interest rates, FX**), **borrowing availability**, ability to **employ vessels**, **operating expense changes** (**fuel, crewing, dry docking, insurance**), **capital expenditure funding**, **vessel breakdowns**, **litigation**, **vessel detention**, **cybersecurity breaches**, **supply/demand shifts in shipping**, **trade protectionism**, **international hostilities** (**Ukraine War**, **Middle East conflicts**), **interest/exchange rate changes**, **weather disruptions** (**Panama Canal drought**), **natural disasters/pandemics**, **supply chain disruptions**, **FCPA non-compliance**, and **ESG scrutiny**[19](index=19&type=chunk)[21](index=21&type=chunk) - Investors should not place **undue reliance on forward-looking statements** as they are **not guarantees of future performance** and **actual results may vary materially**[20](index=20&type=chunk) [Part I](index=6&type=section&id=PART%20I) This part covers key information, business overview, and financial performance of the company [Item 1. Identity of Directors, Senior Management and Advisers](index=6&type=section&id=ITEM%201.%20IDENTITY%20OF%20DIRECTORS,%20SENIOR%20MANAGEMENT%20AND%20ADVISERS) This section states that the information regarding the identity of directors, senior management, and advisers is not applicable for this report item - Information regarding the **identity of directors, senior management, and advisers** is **not applicable for this item**[23](index=23&type=chunk) [Item 2. Offer Statistics and Expected Timetable](index=6&type=section&id=ITEM%202.%20OFFER%20STATISTICS%20AND%20EXPECTED%20TIMETABLE) This section indicates that information on offer statistics and expected timetable is not applicable for this report item - Information on **offer statistics and expected timetable** is **not applicable for this item**[24](index=24&type=chunk) [Item 3. Key Information](index=6&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section provides key information about the company, including reserved sections for A, B, and C, and a detailed discussion of risk factors (D) that investors should consider before investing in the company's securities [A. [Reserved]](index=6&type=section&id=A.%20%5BReserved%5D) This sub-section is reserved and contains no specific information [B. Capitalization and Indebtedness](index=6&type=section&id=B.%20Capitalization%20and%20Indebtedness) This sub-section states that information regarding capitalization and indebtedness is not applicable for this report item - Information on **capitalization and indebtedness** is **not applicable for this item**[25](index=25&type=chunk) [C. Reasons for the Offer and Use of Proceeds](index=6&type=section&id=C.%20Reasons%20for%20the%20Offer%20and%20Use%20of%20Proceeds) This sub-section states that information regarding reasons for the offer and use of proceeds is not applicable for this report item - Information on **reasons for the offer and use of proceeds** is **not applicable for this item**[26](index=26&type=chunk) [D. Risk Factors](index=6&type=section&id=D.%20Risk%20Factors) This section details the significant risks associated with investing in the company's securities, categorized into risks related to the industry, business and operations, common stock, and tax - Investing in the **company's securities** is **highly speculative** and involves a **degree of risk**, requiring careful consideration of all described risks[27](index=27&type=chunk) - **Risks Related to Our Industry:** **Geopolitical events** (**Ukraine War**, **Middle East conflicts**), **international operational risks**, **seasonal/cyclical/volatile charter rates**, **global economic conditions**, **over-supply of capacity**, **economic slowdown in Asia Pacific** (especially China), changes in **fuel prices**, **sanctions/embargoes**, **government requisition of vessels**, **ESG scrutiny**, **complex environmental/safety regulations**, **climate change restrictions**, and **technological innovation reducing vessel value**[28](index=28&type=chunk)[30](index=30&type=chunk)[32](index=32&type=chunk) - **Risks Related to Our Business and Operations:** **Highly competitive markets**, **inability to secure profitable short-to-medium term employment**, **customer risk assessment failures**, **dependence on limited customers**, **reliance on ITM, Maritime, and Konkar Agencies**, **lack of scrubber installation on some vessels**, **challenges in implementing growth strategy**, **risks of operating secondhand vessels** (**start-up costs, increased expenses, aging fleet**), **vessel impairment charges**, **conflicts of interest due to CEO's affiliations and majority ownership**, **insufficient insurance coverage**, **litigation**, **group liability for subsidiaries**, and **financial strength of private management companies**[31](index=31&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - **Risks Related to Our Indebtedness:** **Insufficient cash flow for debt service**, **declining vessel market values leading to covenant breaches or impairment**, **restrictive covenants limiting corporate actions and dividend payments**, **dependence on subsidiary distributions**, and **volatility of SOFR affecting profitability**[189](index=189&type=chunk)[190](index=190&type=chunk)[191](index=191&type=chunk) - **Risks Related to Our Common Stock:** **Wide fluctuations in market price**, **potential dilution from future equity issuances** (e.g., warrants), **no intention to pay cash dividends in the near future**, **risk of delisting from Nasdaq due to minimum share price requirements**, and **anti-takeover provisions**[206](index=206&type=chunk)[207](index=207&type=chunk)[208](index=208&type=chunk) - **Tax Risks:** **Potential U.S. source income tax**, **adverse impact from various tax rules or changes**, and **adverse U.S. federal income tax consequences if treated as a 'controlled foreign corporation' or 'passive foreign investment company'**[236](index=236&type=chunk)[237](index=237&type=chunk)[238](index=238&type=chunk) [Item 4. Information on the Company](index=44&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section provides an overview of Pyxis Tankers Inc., including its history, recent developments, business operations, fleet details, management structure, and competitive landscape [A. History and Development of the Company](index=44&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) **Pyxis Tankers Inc.** was incorporated in the **Marshall Islands** in **March 2015**, operating as an **international maritime transportation holding company** - **Pyxis Tankers Inc.** was incorporated in the **Republic of the Marshall Islands** on **March 23, 2015**, and operates as an **international maritime transportation holding company**[244](index=244&type=chunk) - The company entered the **dry-bulk market** in **September 2023** with a **60% owned eco-Ultramax carrier** ('Konkar Ormi'), acquired a **100% owned eco-Kamsarmax** ('Konkar Asteri') in **February 2024**, and a **60% owned eco-Kamsarmax** ('Konkar Venture') in **June 2024**[246](index=246&type=chunk)[247](index=247&type=chunk)[248](index=248&type=chunk) - The **ongoing Ukraine War and Middle East conflicts** have **impacted trade routes for refined petroleum products and dry-bulk commodities**, leading to **increased oil and bunker fuel prices**, but have **not negatively affected the company's charter contracts or operations to date**[249](index=249&type=chunk) [B. Business Overview](index=45&type=section&id=B.%20Business%20Overview) **Pyxis Tankers Inc.** is an **international maritime transportation company** specializing in **mid-sized eco-vessels** for **product tanker and dry-bulk sectors** - As of **March 28, 2025**, the fleet consists of **three double hull product tankers** (**average age 10.6 years**, **148,592 dwt**) and **three dry-bulk carriers** (**average age 9.3 years**, **227,632 dwt**), employed under a **mix of spot and short-term time charters**[250](index=250&type=chunk)[252](index=252&type=chunk) Fleet Summary as of March 21, 2025 | Vessel Name | Vessel type | Carrying Capacity (dwt) | Year Built | Type of charter | Charter Rate ($ per day) | Earliest Redelivery Date | |---|---|---|---|---|---|---| | **Tanker fleet** | | | | | | | | Pyxis Lamda | MR2 | 50,145 | 2017 | Spot | 20,000 | Sep 2025 | | 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 | 16,750 | Apr 2025 | | Konkar Asteri | Kamsarmax | 82,013 | 2015 | Special Survey | n/a | n/a | | Konkar Venture | Kamsarmax | 82,099 | 2015 | Special Survey | n/a | n/a | - **Business strategy** includes **expanding the fleet through selective acquisitions of modern eco-product tankers** (primarily **MRs**) and **mid-sized eco-dry-bulk carriers** (**46,000-84,000 dwt**), **optimizing operating efficiency through vessel modifications and software**, utilizing a **portfolio approach for commercial employment** (**mix of spot and time charters**), **preserving a strong safety record**, **maintaining financial flexibility**, and **supporting good ESG standards**[251](index=251&type=chunk)[259](index=259&type=chunk)[260](index=260&type=chunk) - The company's significant customers in **2024** included **PMI Trading Designated Activity Company** (**31% of revenues**), **Trafigura Maritime Logistics Pte. Ltd.** (**20%**), and **Mansel** (**15%**). In **2023**, three customers accounted for **85% of total revenues**, with **Trafigura** at **43%** and **P.M.I.** at **24%**[288](index=288&type=chunk) - The **IMO's revised GHG strategy** (**July 2023**) aims for **net-zero emissions from international shipping by 2050**, with indicative checkpoints for **2030** (**at least 20% reduction, striving for 30%**) and **2040** (**at least 70% reduction, striving for 80%**) compared to **2008 levels**[345](index=345&type=chunk)[402](index=402&type=chunk) - The **EU Emissions Trading System (EU ETS)** has been extended to cover **CO2 emissions from all large ships entering EU ports** starting **January 2024**, **requiring shipowners to buy permits**. **FuelEU Maritime regulation** sets requirements on **annual average GHG intensity of energy used by ships trading within the EU/EEA**, starting with a **2% reduction in 2025**[396](index=396&type=chunk)[397](index=397&type=chunk) [C. Organizational Structure](index=75&type=section&id=C.%20Organizational%20Structure) **Pyxis Tankers Inc.** is a **Marshall Islands corporation**, owning its fleet through **four wholly-owned and two 60% owned subsidiaries**, all incorporated in the **Marshall Islands** - **Pyxis Tankers Inc.** was incorporated in the **Republic of the Marshall Islands** on **March 23, 2015**, and owns its fleet through **six separate subsidiaries**: **four wholly-owned and two 60% owned joint ventures**, all incorporated in the **Marshall Islands**[415](index=415&type=chunk) List of Subsidiaries (as of March 21, 2025) | Name of Company | Country of Incorporation | Principal Activities | Ownership | |---|---|---|---| | SEVENTHONE CORP. | Marshall Islands | Ship ownership and operations | 100% | | TENTHONE CORP. | Marshall Islands | Ship ownership and operations | 100% | | ELEVENTHONE CORP. | Marshall Islands | Ship ownership and operations | 100% | | DRYTWO CORP. | Marshall Islands | Ship ownership and operations | 100% | | DRYONE CORP. | Marshall Islands | Ship ownership and operations | 60% | | DRYTHREE CORP. | Marshall Islands | Ship ownership and operations | 60% | | SECONDONE CORPORATION LTD | Marshall Islands | Non-operating subsidiary | 100% | | THIRDONE CORPORATION LTD | Marshall Islands | Non-operating subsidiary | 100% | | FOURTHONE CORPORATION LTD | Malta | Non-operating subsidiary | 100% | | SIXTHONE CORP. | Marshall Islands | Non-operating subsidiary | 100% | | EIGHTHONE CORP. | Marshall Islands | Non-operating subsidiary | 100% | | MARITIME TECHNOLOGIES CORP. | Delaware | Non-operating subsidiary | 100% | | DRYKON MARITIME INC. | Marshall Islands | Non-operating subsidiary | 60% | | ACCUSHIP MARITIME LTD | Marshall Islands | Non-operating subsidiary | 60% | [D. Property, Plants and Equipment](index=76&type=section&id=D.%20Property,%20Plants%20and%20Equipment) The company's primary material property consists of its vessels. Office space is provided by its affiliated ship management company, Maritime, under a Head Management Agreement - The company's **material property** is limited to its vessels[417](index=417&type=chunk) - Office space is provided by **Maritime**, an **affiliated ship management company**, as part of administrative services[417](index=417&type=chunk) [Item 4A. Unresolved Staff Comments](index=76&type=section&id=ITEM%204A.%20UNRESOLVED%20STAFF%20COMMENTS) This section states that there are no unresolved staff comments applicable to this report - This item is **not applicable**, indicating no unresolved staff comments[418](index=418&type=chunk) [Item 5. Operating and Financial Review and Prospects](index=76&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section provides a detailed discussion of the company's financial condition and results of operations for the years ended December 31, 2023 and 2024, including operating results, liquidity, capital resources, and critical accounting estimates [A. Operating Results](index=80&type=section&id=A.%20Operating%20Results) The company's operating results for **2024** showed an **increase in net revenues**, driven by **higher MR daily TCE rates** and **fleet expansion in the dry-bulk sector**, despite a **decrease in overall fleet utilization** Revenues, Net (2023 vs. 2024) | Category | 2023 (thousands of U.S. dollars) | 2024 (thousands of U.S. dollars) | Change ($) | Change (%) | |---|---|---|---|---| | Revenues derived from spot charters, net | 12,665 | 19,769 | 7,104 | 56.1% | | Revenues derived from time charters, net | 32,803 | 31,773 | (1,030) | (3.1%) | | **Revenues, net** | **45,468** | **51,542** | **6,074** | **13.4%** | Key Operating Data (2023 vs. 2024) | Metric | 2023 | 2024 | Change | |---|---|---|---| | **MR vessels:** | | | | | Ownership days | 1,525 | 1,098 | (427) | | Available days | 1,482 | 1,098 | (384) | | Operating days | 1,418 | 1,055 | (363) | | Utilization % | 95.7% | 96.1% | 0.4% | | Daily TCE rate | $26,633 | $29,289 | $2,656 | | Daily vessel operating expenses | $7,065 | $7,195 | $130 | | Average number of vessels | 4.2 | 3.0 | (1.2) | | Weighted average age (years) | 9.4 | 10.3 | 0.9 | | **Dry-bulk vessels:** | | | | | Ownership days | 109 | 873 | 764 | | Available days | 109 | 873 | 764 | | Operating days | 88 | 724 | 636 | | Utilization % | 80.7% | 82.9% | 2.2% | | Daily TCE rate | $15,323 | $15,353 | $30 | | Daily vessel operating expenses | $7,772 | $6,240 | ($1,532) | | Average number of vessels | 0.3 | 2.4 | 2.1 | | Weighted average age (years) | 7.2 | 9.2 | 2.0 | | **Total fleet:** | | | | | Ownership days | 1,634 | 1,971 | 337 | | Available days | 1,591 | 1,971 | 380 | | Operating days | 1,506 | 1,779 | 273 | | Utilization % | 94.7% | 90.3% | (4.4%) | | Daily TCE rate | $25,972 | $23,617 | ($2,355) | | Daily vessel operating expenses | $7,112 | $6,772 | ($340) | | Average number of vessels | 4.5 | 5.4 | 0.9 | | Weighted average age (years) | 8.8 | 9.6 | 0.8 | Consolidated Statements of Comprehensive Income Highlights (2023 vs. 2024) | Item | 2023 (thousands of U.S. dollars) | 2024 (thousands of U.S. dollars) | Change ($) | Change (%) | |---|---|---|---|---| | Revenues, net | 45,468 | 51,542 | 6,074 | 13.4% | | Voyage related costs and commissions | (6,352) | (9,527) | (3,175) | 50.0% | | Vessel operating expenses | (11,623) | (13,367) | (1,744) | 15.0% | | General and administrative expenses | (3,448) | (2,996) | 452 | (13.1%) | | Management fees, related parties | (728) | (1,177) | (449) | 61.7% | | Management fees, other | (760) | (503) | 257 | (33.8%) | | Amortization of special survey costs | (388) | (382) | 6 | (1.5%) | | Depreciation | (5,503) | (6,904) | (1,401) | 25.5% | | Allowance for credit losses | 78 | 38 | (40) | (51.3%) | | Gain/(Loss) from the sale of vessels, net | 25,125 | — | (25,125) | (100.0%) | | Operating income | 41,869 | 16,724 | (25,145) | (60.1%) | | Total other expenses, net | (5,033) | (4,217) | 816 | (16.2%) | | Net income | 36,836 | 12,507 | (24,329) | (66.0%) | | Net income attributable to common shareholders | 36,227 | 9,624 | (26,603) | (73.4%) | | Income per common share, basic | $3.38 | $0.91 | ($2.47) | (73.1%) | | Income per common share, diluted | $2.94 | $0.91 | ($2.03) | (69.0%) | - **Adjusted net income for 2024 was $12.3 million** (**$1.17 adjusted EPS basic**), down from **$36.2 million** (**$3.38 adjusted EPS basic in 2023**), primarily due to the **$25.1 million gain from vessel sales in 2023** and a **$2.7 million deemed dividend from preferred stock redemption in 2024**[449](index=449&type=chunk)[452](index=452&type=chunk) [B. Liquidity and Capital Resources](index=86&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily sourced from operations, bank debt, vessel sales, and equity/debt issuances - **Principal liquidity sources are cash flows from operations, bank debt, selective vessel sales, and future equity/debt issuances**[471](index=471&type=chunk) - **Key liquidity requirements include debt principal/interest payments, vessel operating expenses (including dry-docking/special survey costs), technical/commercial management fees, maintaining cash reserves for loan covenants, common share repurchases, and potential vessel acquisitions**[474](index=474&type=chunk) Cash and Working Capital Position (2023 vs. 2024) | Metric | December 31, 2023 (thousands of U.S. dollars) | December 31, 2024 (thousands of U.S. dollars) | |---|---|---| | Cash and cash equivalents and restricted cash | 56,339 | 39,600 | | Working capital surplus | 50,800 | 33,900 | Consolidated Cash Flows (2023 vs. 2024) | Activity | 2023 (thousands of U.S. dollars) | 2024 (thousands of U.S. dollars) | |---|---|---| | Net cash provided by operating activities | 21,442 | 18,846 | | Net cash (used in) / provided by investing activities | 12,205 | (42,163) | | Net cash provided by / (used in) financing activities | (7,497) | 9,571 | | Change in cash and cash equivalents and restricted cash | 26,150 | (13,746) | - In **2024**, **net cash used in investing activities was $42.2 million**, primarily due to the **acquisition of 'Konkar Asteri' ($24.0 million paid)** and **'Konkar Venture' ($28.5 million cash payment)**, partially offset by **$3.0 million from short-term investments**[507](index=507&type=chunk) - **Net cash provided by financing activities in 2024 was $9.6 million**, reflecting **$31.0 million in new long-term debt** and **$5.9 million from non-controlling interests**, offset by **$7.3 million in debt principal payments** and **$10.1 million for preferred share redemption**[509](index=509&type=chunk) Long-term Debt Outstanding (2023 vs. 2024) | Vessel (Borrower) | 2023 (thousands of U.S. dollars) | 2024 (thousands of U.S. dollars) | |---|---|---| | Pyxis Theta (Seventhone) | 11,350 | 10,150 | | Pyxis Karteria (Tenthone) | 14,150 | 12,800 | | Pyxis Lamda (Eleventhone) | 17,390 | 15,663 | | Konkar Ormi (Dryone Corp.) | 18,600 | 17,100 | | Konkar Asteri (Drytwo Corp.) | — | 13,600 | | Konkar Venture (Drythree Corp.) | — | 15,870 | | **Total** | **61,490** | **85,183** | - As of **December 31, 2024**, the company was in **compliance with all financial covenants**, including **minimum liquidity and minimum security cover ratios**, and had **no available undrawn amounts under existing loan agreements**[519](index=519&type=chunk)[881](index=881&type=chunk) Annual Principal Payments Required After December 31, 2024 | To December 31, | Amount (thousands of U.S. dollars) | |---|---| | 2025 | 7,787 | | 2026 | 19,996 | | 2027 | 6,060 | | 2028 | 26,360 | | 2029 | 24,980 | | **Total** | **85,183** | [C. Research and Development, Patents and Licenses, etc.](index=94&type=section&id=C.%20Research%20and%20Development,%20Patents%20and%20Licenses,%20etc.) The company does not hold any patents and uses only ordinary information technology licenses. It has no significant research and development activities - The company has **no patents and uses only ordinary information technology licenses**[528](index=528&type=chunk) [D. Trend Information](index=94&type=section&id=D.%20Trend%20Information) This section refers to the 'International Product Tanker and Dry-bulk Shipping Industry' section for trend information, indicating that market trends are discussed elsewhere in the report - **Trend information is referenced to the 'International Product Tanker and Dry-bulk Shipping Industry' section (Item 4.B)**[529](index=529&type=chunk) [E. Critical Accounting Estimates](index=94&type=section&id=E.%20Critical%20Accounting%20Estimates) This section outlines the critical accounting policies that involve significant judgments and uncertainties, including vessel impairment, vessel lives and depreciation, and revenue recognition for spot and time charters - **Critical accounting policies include vessel impairment, vessel lives and depreciation, and revenue recognition for spot and time charters, all requiring significant management judgment**[529](index=529&type=chunk)[530](index=530&type=chunk)[534](index=534&type=chunk) - **Vessel impairment is assessed when events indicate carrying value may not be recoverable, comparing undiscounted future cash flows to carrying value**. **Fair value is determined using management estimates, market data, and third-party valuations**. **No impairment charge was recorded as of December 31, 2024**[530](index=530&type=chunk)[531](index=531&type=chunk)[532](index=532&type=chunk) - **Vessels are depreciated straight-line over an estimated useful life of 25 years from delivery, with a residual value of $340 per lightweight ton**. **Useful life is adjusted if regulations limit worldwide trading ability**[534](index=534&type=chunk) Revenue Disaggregation by Source (2023 vs. 2024) | Revenue Source | 2023 (thousands of U.S. dollars) | 2024 (thousands of U.S. dollars) | |---|---|---| | Revenues derived from spot charters, net | 12,665 | 19,769 | | Revenues derived from time charters, net | 32,803 | 31,773 | | **Revenues, net** | **45,468** | **51,542** | - **Spot charter revenue is recognized over time from load-to-discharge, with demurrage estimated at contract inception**. **Voyage costs during ballast are capitalized and amortized, while those during the spot charter are expensed**. **Time charters are accounted for as operating leases, with revenue recognized over the lease term**[536](index=536&type=chunk)[537](index=537&type=chunk)[541](index=541&type=chunk) [Item 6. Directors, Senior Management and Employees](index=96&type=section&id=ITEM%206.%20DIRECTORS,%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section details the company's executive officers and directors, their biographical information, compensation practices (including the Equity Incentive Plan), board practices, and employee structure [A. Directors and Senior Management](index=96&type=section&id=A.%20Directors%20and%20Senior%20Management) The company's executive officers and directors include **Valentios 'Eddie' Valentis** (Chairman, CEO, Class I Director), **Henry P. Williams** (CFO, Treasurer), **Konstantinos Lytras** (COO, Secretary), and independent directors **Robin P. Das**, **Basil G. Mavroleon**, and **Aristides J. Pittas** Executive Officers and Directors | Name | Age | Position | |---|---|---| | Valentios "Eddie" Valentis | 58 | Chairman, Chief Executive Officer and Class I Director | | Henry P. Williams | 69 | Chief Financial Officer and Treasurer | | Konstantinos Lytras | 60 | Chief Operating Officer and Secretary | | Robin P. Das | 52 | Class III Director | | Basil G. Mavroleon | 76 | Class III Director | | Aristides J. Pittas | 65 | Class II Director | - **Mr. Valentis** has over **31 years of shipping experience**, founded **Pyxis Maritime Corp.** in **2007**, and has been President and Managing Director of **Konkar Shipping Agencies S.A.** since **2001**[544](index=544&type=chunk) - **Mr. Williams** has over **36 years of commercial, investment, and merchant banking experience**, serving as **CFO and Treasurer** since **August 2015**[545](index=545&type=chunk) - **Mr. Lytras** has served as **COO** since inception and **Secretary** since **October 2018**, with extensive financial and shipping management experience[546](index=546&type=chunk) [B. Compensation](index=98&type=section&id=B.%20Compensation) The company has no direct employees; executive officers' services are provided by Maritime under a Head Management Agreement, with an annual fee of $1.9 million in 2025 - The company has **no direct employees**; **executive officers' services are provided by Maritime**, with an **annual fee of $1.9 million in 2025** for administrative services[552](index=552&type=chunk)[569](index=569&type=chunk) - **Non-executive directors receive an aggregate annual compensation of $125,000**, plus expense reimbursements. In **2023** and **2024**, they received **restricted common share grants** (**5,000 and 2,500 shares**, respectively) under the **EIP**[553](index=553&type=chunk) - The **Equity Incentive Plan (EIP) allows for various share-based awards** to employees, officers, directors, and consultants, with a **maximum aggregate of 15% of outstanding common stock** over its ten-year term[554](index=554&type=chunk)[555](index=555&type=chunk) [C. Board Practices](index=99&type=section&id=C.%20Board%20Practices) The **Board of Directors** consists of **four directors**, with **three independent members**. Directors serve staggered three-year terms - The **Board of Directors** has **four directors**, with **three independent members** (**Robin P. Das**, **Basil G. Mavroleon**, **Aristides J. Pittas**) serving **staggered three-year terms**[564](index=564&type=chunk) - The **audit committee** consists of **three independent directors**, with **Robin Das** qualifying as an **audit committee 'financial expert'**[565](index=565&type=chunk) - The **nominating and corporate governance committee** includes **two independent directors and one non-independent executive director**[566](index=566&type=chunk) - A **Clawback Policy is adopted to recover erroneously awarded incentive-based compensation** in cases of **accounting restatements or significant misconduct**[567](index=567&type=chunk) [D. Employees](index=99&type=section&id=D.%20Employees) The company has no direct employees; executive officers and administrative staff services are provided by Maritime under a Head Management Agreement, with an annual fee of $1.9 million in 2025 - The company has **no direct employees**; **executive officers and administrative staff services are provided by Maritime under a Head Management Agreement**[569](index=569&type=chunk) - The **annual fee paid to Maritime for these services is $1.9 million in 2025**[569](index=569&type=chunk) [E. Share Ownership](index=100&type=section&id=E.%20Share%20Ownership) This section refers to 'Item 7. Major Shareholders and Related Party Transactions – A. Major Shareholders' for information on common stock ownership by officers and directors as a group - **Information on common stock ownership by officers and directors as a group is provided in 'Item 7. Major Shareholders and Related Party Transactions – A. Major Shareholders'**[572](index=572&type=chunk) [F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation](index=100&type=section&id=F.%20Disclosure%20of%20a%20Registrant%27s%20Action%20to%20Recover%20Erroneously%20Awarded%20Compensation) This section states that the disclosure of a registrant's action to recover erroneously awarded compensation is not applicable - This item is **not applicable**[572](index=572&type=chunk) [Item 7. Major Shareholders and Related Party Transactions](index=100&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section details the beneficial ownership of the company's common stock, particularly by major shareholders and executive officers, and outlines significant related party transactions [A. Major Shareholders](index=100&type=section&id=A.%20Major%20Shareholders) As of **March 21, 2025**, **Valentios 'Eddie' Valentis** (through **Maritime Investors Corp.**) beneficially owned **57.3%** of the company's outstanding common stock Beneficial Ownership of Common Stock (as of March 21, 2025) | Identity of person or group | Number of Shares Beneficially Owned | Percentage | |---|---|---| | Valentios "Eddie" Valentis (Maritime Investors Corp.) | 6,007,587 | 57.3% | | Henry P. Williams | 59,215 | *% | | Konstantinos Lytras | 29,094 | *% | | Robin P. Das | 7,500 | *% | | Basil G. Mavroleon | 7,500 | *% | | Aristides J. Pittas | 7,500 | *% | | All directors and executive officers as a group (6 person) | 6,118,396 | 58.3% | * Less than 1% of outstanding shares. - As of **March 21, 2025**, there were **720 shareholders of record**, with **80 located in the United States** holding **97% of outstanding common stock**, largely through **CEDE & CO.**[576](index=576&type=chunk) [B. Related Party Transactions](index=101&type=section&id=B.%20Related%20Party%20Transactions) The company has significant related party transactions, primarily through management agreements with Maritime and Konkar Agencies, both controlled by Mr. Valentis - **Maritime**, controlled by **Mr. Valentis**, provides ship management and administrative services to the company and its product tankers under a **Head Management Agreement**, which was **automatically renewed for five years through March 23, 2030**[578](index=578&type=chunk)[580](index=580&type=chunk) Amounts Charged by Maritime and Konkar Agencies (2022-2024) | Category | 2022 (thousands of U.S. dollars) | 2023 (thousands of U.S. dollars) | 2024 (thousands of U.S. dollars) | |---|---|---|---| | Charter hire commissions | 735 | 575 | 644 | | Ship-Management Fees | 702 | 728 | 1,177 | | Administration Fees | 1,652 | 1,812 | 1,958 | | **Total** | **3,089** | **3,115** | **3,779** | - **Konkar Agencies**, also controlled by **Mr. Valentis**, provides commercial and technical management services for the dry-bulk vessels, charging a **daily fee of $873 per bulker in 2025**[590](index=590&type=chunk) - A **$6.0 million promissory note with Maritime Investors Corp.** (an affiliate of **Mr. Valentis**) was **fully repaid in March 2023**, with interest charged at **7.5% annually**[585](index=585&type=chunk)[850](index=850&type=chunk) - In **June 2024**, the company **acquired the 'Konkar Venture' (dry-bulk vessel) from a related party entity for $30.0 million**, **funded by secured bank debt, cash, and the issuance of 267,857 restricted common shares ($1.5 million value) to the seller**[588](index=588&type=chunk)[853](index=853&type=chunk) [C. Interests of Experts and Counsel](index=103&type=section&id=C.%20Interests%20of%20Experts%20and%20Counsel) This section states that information regarding the interests of experts and counsel is not applicable - This item is **not applicable**[592](index=592&type=chunk) [Item 8. Financial Information](index=103&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section refers to Item 18 for consolidated financial statements and discusses legal proceedings and the company's dividend policy [A. Consolidated Statements and Other Financial Information](index=103&type=section&id=A.%20Consolidated%20Statements%20and%20Other%20Financial%20Information) This section refers to Item 18 for the full consolidated financial statements. It also notes that the company is not currently involved in any legal proceedings that would significantly impact its financial position or profitability, and maintains insurance coverage for typical shipping risks - **Full consolidated financial statements are provided in Item 18**[593](index=593&type=chunk) - The company is **not aware of any legal proceedings or claims that could significantly affect its financial position or profitability**, and **maintains insurance policies for ordinary course of business risks**[594](index=594&type=chunk) - The company **does not intend to pay common stock dividends in the near future**, with **payments subject to Board discretion and compliance with legal, fiduciary, and contractual requirements, including loan covenants** (e.g., **total liabilities to market value adjusted total assets ratio not exceeding 75%**). As of **December 31, 2024**, this ratio was **40%**, permitting dividend distribution under **Alpha Bank Facilities**[595](index=595&type=chunk) [B. Significant Changes](index=103&type=section&id=B.%20Significant%20Changes) This section states that there are no significant changes applicable to this report - This item is **not applicable**[596](index=596&type=chunk) [Item 9. The Offer and Listing](index=103&type=section&id=ITEM%209.%20THE%20OFFER%20AND%20LISTING

Management's Discussion and Analysis of Financial Condition and Results of Operations [Forward-Looking Statements](index=1&type=section&id=Forward-Looking%20Statements) Forward-looking statements on operations, cash flows, and financial position are subject to risks, and actual results may materially differ - Statements are predictive, using terms such as 'expects,' 'anticipates,' 'intends,' 'plans,' 'believes,' 'estimates,' 'seeks,' 'targets,' 'continue,' 'contemplate,' 'possible,' 'likely,' 'might,' 'will,' 'should,' 'would,' 'could,' 'projects,' 'forecasts,' 'potential', 'may,' and similar expressions[3](index=3&type=chunk) - Future results may differ due to changes in governmental regulations, economic and competitive conditions, off-hire periods, business disruptions, major geo-political events (e.g., Russian-Ukrainian war), and other risks outlined in the 2022 Annual Report[4](index=4&type=chunk)[5](index=5&type=chunk) [Overview](index=2&type=section&id=Overview) PYXIS TANKERS INC. owns four MR2 tankers, commercially managed by an affiliate and technically by an unrelated third party - PYXIS TANKERS INC. holds **100% interest** in four vessel-owning companies (Seventhone, Eighthone, Tenthone, Eleventhone) operating MR2 tankers[6](index=6&type=chunk)[10](index=10&type=chunk) Current Fleet (as of report date) | Vessel-owning Company | Vessel | Dead Weight Tons ("DWT") | Year built | Acquisition date | | :-------------------- | :----------- | :----------------------- | :--------- | :--------------- | | Seventhone | Pyxis Theta | 51,795 | 2013 | 09/16/2013 | | Eighthone | Pyxis Epsilon| 50,295 | 2015 | 01/14/2015 | | Tenthone | Pyxis Karteria| 46,652 | 2013 | 07/15/2021 | | Eleventhone | Pyxis Lamda | 50,145 | 2017 | 12/20/2021 | - PYXIS MARITIME CORP., beneficially owned by the CEO, provides comprehensive ship management services for a fixed daily fee[7](index=7&type=chunk) - INTERNATIONAL TANKER MANAGEMENT LTD. (ITM), an unrelated third party, manages vessel crewing and technical operations[8](index=8&type=chunk) [Results of Operations (General Explanation)](index=2&type=section&id=Results%20of%20Operations%20%28General%20Explanation%29) Key financial measures and revenue/expense categories are outlined, detailing how charter types and market conditions influence operational trends - Revenues are generated by chartering vessels for petroleum products and other liquid bulk items, influenced by fleet size, voyage days, and daily charter hire rates[9](index=9&type=chunk) - Time charters provide predictable cash flows with the charterer paying voyage expenses, while spot charters involve the vessel owner paying all expenses and offer higher profit margins in favorable markets[11](index=11&type=chunk)[12](index=12&type=chunk)[13](index=13&type=chunk) - Key expense categories include voyage related costs and commissions, vessel operating expenses, general and administrative expenses, management fees, depreciation, special survey and dry-docking costs, and interest and finance costs[14](index=14&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) [Selected Financial Information](index=5&type=section&id=Selected%20Financial%20Information) H1 2023 selected financial data shows significant increases in net income and operating income, with total assets slightly down and equity up Interim Condensed Consolidated Statements of Comprehensive Income (Six months ended June 30) | Data (thousands of U.S. dollars) | 2022 | 2023 | | :------------------------------- | :------ | :------ | | Revenues, net | $22,968 | $21,121 | | Operating income | $2,901 | $14,611 | | Net income | $1,358 | $11,870 | | Net income attributable to common shareholders | $909 | $11,452 | | Income per common share, basic | $0.09 | $1.06 | | Income per common share, diluted | $0.09 | $0.94 | Interim Condensed Consolidated Balance Sheets Data (as of) | Data (thousands of U.S. dollars) | December 31, 2022 | June 30, 2023 | | :------------------------------- | :---------------- | :------------ | | Total current assets | $21,131 | $37,995 | | Total assets | $138,979 | $136,725 | | Total current liabilities | $12,561 | $10,546 | | Total non-current liabilities | $65,047 | $53,386 | | Total stockholders' equity | $61,371 | $72,793 | Interim Condensed Consolidated Statements of Cash Flows Data (Six months ended June 30) | Data (thousands of U.S. dollars) | 2022 | 2023 | | :------------------------------- | :----- | :------ | | Net cash provided by operating activities | $774 | $12,269 | | Net cash provided by investing activities | $4,959 | $24,270 | | Net cash used in financing activities | $(9,366)| $(12,280)| | Change in cash and cash equivalents and restricted cash | $(3,633)| $24,259 | [Fleet Performance Data](index=7&type=section&id=Fleet%20Performance%20Data) Fleet utilization improved to **93.5%** in H1 2023, with daily TCE rate increasing by **22.2%** to **$24,207**, after the 'Pyxis Malou' sale - As of June 30, 2023, the fleet comprised four eco-efficient MR2 tankers, following the sale of 'Pyxis Malou' on March 23, 2023[24](index=24&type=chunk)[32](index=32&type=chunk) MR Fleet Data (Six months ended June 30) | MR Fleet data | 2022 | 2023 | | :------------------------ | :-------- | :-------- | | Ownership days | 905 | 806 | | Available days | 891 | 789 | | Operating days | 755 | 738 | | Utilization % | 84.7% | 93.5% | | Daily time charter equivalent rate | $19,814 | $24,207 | | Daily vessel operating expenses | $6,786 | $7,185 | | Average number of vessels | 5.0 | 4.5 | | Number of vessels at period end | 5 | 4 | | Weighted average age of vessels at period end | 8.8 | 8.8 | MR2 Vessels Rates (Six months ended June 30) | MR2 Vessels Rates (U.S. dollars per day) | 2022 | 2023 | | :--------------------------------------- | :------ | :------ | | **Eco-Efficient MR2:** | | | | TCE | $16,893 | $24,897 | | Opex | $6,489 | $6,953 | | Utilization % | 84.5% | 95.2% | | **Eco-Modified MR2:** | | | | TCE | $31,123 | $17,064 | | Opex | $7,974 | $9,236 | | Utilization % | 85.6% | 79.3% | [Detailed Results of Operations (Six months ended June 30, 2022 and 2023)](index=10&type=section&id=Detailed%20Results%20of%20Operations%20%28Six%20months%20ended%20June%2030%2C%202022%20and%202023%29) Net revenues decreased by **8%** to **$21.1 million** in H1 2023 due to lower spot chartering, but operating income significantly increased to **$14.6 million** from vessel sales and reduced voyage costs - Revenues, net, decreased by **$1.8 million (8%)** to **$21.1 million** in H1 2023, despite a **$4,393 per day** increase in MR daily TCE rate to **$24,207** and improved fleet utilization, due to lower spot chartering activity[33](index=33&type=chunk) - Voyage related costs and commissions decreased by **$4.5 million (58%)** to **$3.3 million**, as MRs were on spot charters for **169 days** in H1 2023, down from **462 days** in H1 2022[34](index=34&type=chunk) - Vessel operating expenses decreased by **$0.5 million (8.4%)** to **$5.8 million**, mainly due to the sale of 'Pyxis Malou' and a reduction in fleet ownership days[35](index=35&type=chunk) - General and administrative expenses increased by **$0.7 million (53%)** to **$2.0 million**, primarily due to a **$0.6 million** performance bonus paid to Maritime and a **9.65%** adjustment for Greece's 2022 inflation rate[36](index=36&type=chunk) - A net gain of **$8.0 million** was recorded from the sale of 'Pyxis Malou' in H1 2023, compared to a **$0.5 million** loss from vessel repositioning costs in H1 2022[40](index=40&type=chunk) - Interest and finance costs, net, increased by **$0.6 million (31%)** to **$2.4 million**, mainly due to higher LIBOR/SOFR indexed rates on floating rate bank debt, despite lower average debt levels[42

[Introduction](index=5&type=section&id=INTRODUCTION) Defines 'Pyxis' and its subsidiaries, stating financial statements follow U.S. GAAP and all monetary values are in U.S. dollars [Company Definition and Accounting Standards](index=5&type=section&id=INTRODUCTION) Defines 'Pyxis' and its subsidiaries, stating financial statements follow U.S. GAAP and all monetary values are in U.S. dollars - The terms 'Pyxis,' 'the Company,' 'we,' 'us,' and 'our' refer to Pyxis Tankers Inc. and its consolidated subsidiaries[13](index=13&type=chunk) - Audited consolidated financial statements are prepared in accordance with U.S. GAAP[13](index=13&type=chunk) - All monetary references ($, US$, U.S.$, U.S. dollars, dollars, USD) mean U.S. dollars, unless otherwise noted[14](index=14&type=chunk) [Special Note Regarding Forward-Looking Statements](index=5&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section cautions investors that forward-looking statements are speculative and subject to risks that could cause actual results to differ materially - Forward-looking statements cover future operating or financial results, global and regional economic/political conditions, business strategy, capital spending, competition, shipping market trends, financial condition, liquidity, and vessel availability/useful lives[16](index=16&type=chunk) - Factors that might cause future results to differ include changes in governmental regulations, economic and competitive conditions, central bank policies, borrowing availability, operating expenses (bunker fuel, crewing, dry-docking), ability to fund capital expenditures, acquisitions and divestitures, vessel breakdowns, litigation, cybersecurity breaches, world trade disruptions, interest and foreign exchange rates, natural disasters, and ESG policies[17](index=17&type=chunk)[19](index=19&type=chunk) - Investors should not place undue reliance on forward-looking statements as they are not guarantees of future performance, and actual results may vary materially[18](index=18&type=chunk) [Part I](index=7&type=section&id=PART%20I) [Item 1. Identity of Directors, Senior Management and Advisers](index=7&type=section&id=Item%201.%20Identity%20of%20Directors%2C%20Senior%20Management%20and%20Advisers) This item is not applicable, indicating no information on directors, senior management, or advisers is provided - Information for this item is not applicable[21](index=21&type=chunk) [Item 2. Offer Statistics and Expected Timetable](index=7&type=section&id=Item%202.%20Offer%20Statistics%20and%20Expected%20Timetable) This item is not applicable, indicating no offer statistics or expected timetable information is provided - Information for this item is not applicable[22](index=22&type=chunk) [Item 3. Key Information](index=7&type=section&id=Item%203.%20Key%20Information) This section provides crucial information on capitalization, indebtedness, offer reasons, use of proceeds, and comprehensive risk factors [A. [Reserved]](index=7&type=section&id=Item%203.%20Key%20Information%20-%20A.%20%5BReserved%5D) This sub-item is reserved, indicating no specific content is provided under this heading - This section is reserved[23](index=23&type=chunk) [B. Capitalization and Indebtedness](index=7&type=section&id=Item%203.%20Key%20Information%20-%20B.%20Capitalization%20and%20Indebtedness) This sub-item is not applicable, meaning detailed capitalization and indebtedness information is not presented here - Information for this item is not applicable[23](index=23&type=chunk) [C. Reasons for the Offer and Use of Proceeds](index=7&type=section&id=Item%203.%20Key%20Information%20-%20C.%20Reasons%20for%20the%20Offer%20and%20Use%20of%20Proceeds) This sub-item is not applicable, indicating no specific reasons for an offer or details on the use of proceeds are discussed - Information for this item is not applicable[24](index=24&type=chunk) [D. Risk Factors](index=7&type=section&id=Item%203.%20Key%20Information%20-%20D.%20Risk%20Factors) This section outlines significant risks associated with investing in the company's securities, covering industry, operational, tax, and common stock factors [Risks Related to Our Industry](index=7&type=section&id=Risks%20Related%20to%20Our%20Industry) The company operates in a cyclical and volatile product tanker market, susceptible to global economic conditions, geopolitical events, and environmental regulations - World events, including the ongoing hostilities between Russia and Ukraine, could adversely affect the company's results of operations and financial condition, causing uncertainty in global financial and energy markets and potentially disrupting supply chains[29](index=29&type=chunk) - The company's revenues are derived substantially from the product tanker segment, where charter hire rates are cyclical and volatile, making financial results dependent on market conditions and changes in supply and demand for vessel capacity[33](index=33&type=chunk)[34](index=34&type=chunk) - The continuation of the COVID-19 pandemic and the emergence of other epidemic or pandemic crises could have material adverse effects on the business, results of operations, or financial condition due to trade disruptions, reduced economic activity, and increased operational costs[40](index=40&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) - An over-supply of product tanker capacity, influenced by newbuilding deliveries and eco-efficient vessel designs, may lead to reductions in charter rates, vessel values, and profitability, particularly for older, less efficient vessels[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) - Macroeconomic conditions, including rising inflation, interest rates, market volatility, and supply chain constraints, adversely affect the business by increasing labor and operating costs and impacting the ability to raise capital[38](index=38&type=chunk)[63](index=63&type=chunk) - The company is subject to increasingly complex environmental and safety laws and regulations (e.g., OPA, MARPOL, BWM Convention, EEXI, CII), which expose it to liability, significant expenditures for compliance (costly equipment, vessel modifications), and can adversely affect insurance coverage and access to certain ports[73](index=73&type=chunk)[74](index=74&type=chunk)[76](index=76&type=chunk) - A shift in consumer demand from oil products towards other energy sources (e.g., electricity, natural gas) or changes to trade patterns for refined petroleum products may have a material adverse effect on the demand for the company's vessels and its future financial performance[90](index=90&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk) - Technological innovation and evolving quality/efficiency requirements from customers could reduce charter hire income and vessel values, especially as more technologically advanced and environmentally friendly vessels are introduced[93](index=93&type=chunk) [Risks Related to Our Business and Operations](index=25&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Operations) The company faces intense competition, customer concentration, reliance on third-party managers, and substantial capital expenditure requirements - The product tanker industry is highly fragmented and competitive, with competition based on price, vessel location, size, age, condition, and operator reputation, which could erode the company's competitive position[94](index=94&type=chunk) - A substantial portion of the company's revenues is derived from a limited number of customers (**56% from three in 2021, 69% from two in 2022**), making the loss of any significant customer a potential cause for significant revenue and cash flow loss[100](index=100&type=chunk) - The company's operational success depends significantly on the satisfactory performance of International Tanker Management (ITM) and Pyxis Maritime Corp. (Maritime) for technical, commercial, and administrative services, and failure to perform could harm the business[107](index=107&type=chunk)[108](index=108&type=chunk) - Controlling operating and voyage expenses is critical, but these costs are subject to unpredictable factors like crew wages, insurance, spare parts, dry-dock repairs, and bunker fuel prices, which have been increasing[109](index=109&type=chunk) - Substantial capital expenditures are required for fleet maintenance (e.g., dry-docking, upgrades) and expansion (e.g., vessel acquisitions), for which the company may be dependent on additional financing that may not be available on acceptable terms[110](index=110&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk) - The company does not plan to install scrubbers, which means it will have to pay more for low sulfur fuel, potentially making its vessels less competitive and adversely affecting business, results of operations, and financial condition[115](index=115&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) - The company's founder, Chairman, and Chief Executive Officer has affiliations with Maritime, which may create conflicts of interest in business decisions that may not be resolved in the company's favor[138](index=138&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk) - Insurance coverage may be insufficient to cover all losses from operations, and certain risks like 'loss of hire' and 'strikes' are uninsured due to disproportionate costs, potentially leading to significant financial impact[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) - Reliance on information technology systems and networks exposes the business to cyber-attacks, which could materially disrupt operations, lead to data breaches, and incur significant expenses, as the company does not maintain cyber-liability insurance[153](index=153&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) [Risks Related to our Indebtedness](index=38&type=section&id=Risks%20Related%20to%20our%20Indebtedness) The company's ability to meet debt obligations depends on volatile cash flow, with restrictive covenants and market vessel values posing significant risks - The company's ability to make scheduled payments on its indebtedness depends on generating sufficient cash from future operations, which is affected by economic, financial, competitive, and regulatory factors beyond its control, particularly charter rates[159](index=159&type=chunk) - Amounts borrowed under bank loan agreements bear variable interest rates (e.g., LIBOR), and increases in these rates could significantly increase debt service costs, reducing net income and cash flows[160](index=160&type=chunk)[172](index=172&type=chunk)[174](index=174&type=chunk) - The market values of tanker vessels are highly volatile; declines could lead to impairment charges, breaches of loan covenants (e.g., minimum security collateral cover), and difficulties in refinancing debt or obtaining additional financing[163](index=163&type=chunk)[164](index=164&type=chunk) - Restrictive covenants in current and future loan agreements impose financial and other restrictions, such as limitations on dividend payments, incurring additional indebtedness, encumbering vessels, and changes in ownership or management, which could limit business flexibility[165](index=165&type=chunk)[166](index=166&type=chunk) - Breaching loan covenants could result in lenders accelerating debt repayment and foreclosing on collateral vessels, materially adversely impacting the company's business, results of operations, and financial condition[169](index=169&type=chunk) [Risks Related to our Common Stock](index=42&type=section&id=Risks%20Related%20to%20our%20Common%20Stock) The common stock market price is volatile, future sales and conversions will dilute ownership, and non-compliance with NASDAQ rules could lead to delisting - The market price of the company's common stock has fluctuated widely and may continue to be volatile due to operating performance, industry prospects, economic conditions, analyst projections, and broader market factors, potentially leading to substantial losses for investors[175](index=175&type=chunk)[176](index=176&type=chunk)[177](index=177&type=chunk) - Future sales of common shares by existing shareholders or the issuance of additional equity securities (e.g., for acquisitions, debt repayment, incentive plans) could dilute ownership interests and depress the market price of common stock[179](index=179&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk) - Conversion of Series A Convertible Preferred Shares and exercise of outstanding warrants will dilute the ownership interest of existing common shareholders by up to **23.5%**[181](index=181&type=chunk) - Failure to meet NASDAQ's minimum share price requirement (e.g., **$1.00 per share**) and inability to cure such deficiency could result in delisting, significantly reducing liquidity and impairing the ability to raise additional capital[196](index=196&type=chunk)[197](index=197&type=chunk)[198](index=198&type=chunk) - Anti-takeover provisions in the Articles of Incorporation and Bylaws (e.g., classified board, 'blank check' preferred stock, restrictions on shareholder actions, business combination limitations) could make it difficult for stockholders to change the board or discourage acquisitions, potentially affecting the market price of common stock[202](index=202&type=chunk)[203](index=203&type=chunk)[209](index=209&type=chunk) - The company is a holding company, and its ability to meet financial obligations and pay dividends depends on its subsidiaries' performance and their ability to distribute funds, which can be restricted by loan agreements or Marshall Islands/Maltese law[191](index=191&type=chunk) - The company does not intend to pay common stock dividends in the near future, and future payments are not guaranteed, being subject to board discretion and compliance with legal, fiduciary, and contractual requirements[192](index=192&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) [Tax Risks](index=48&type=section&id=Tax%20Risks) The company may face U.S. federal income tax on shipping income, and classification as a PFIC or CFC could lead to adverse tax consequences for U.S. holders - The company may have to pay a **4% U.S. federal income tax** on **50% of its gross shipping income** attributable to voyages beginning or ending in the United States, unless it qualifies for exemption under Section 883 of the Code or an applicable U.S. income tax treaty[204](index=204&type=chunk)[207](index=207&type=chunk)[555](index=555&type=chunk) - If the company or one of its subsidiaries were treated as a 'passive foreign investment company' (PFIC), U.S. holders could face adverse U.S. federal income tax consequences, including higher tax rates and interest charges on 'excess distributions' and gains from the sale of shares[211](index=211&type=chunk)[212](index=212&type=chunk)[582](index=582&type=chunk) - If the company were treated as a 'controlled foreign corporation' (CFC), certain U.S. investors (owning **10% or more** of voting power or value) may face adverse U.S. federal income tax consequences and information reporting obligations[213](index=213&type=chunk) - Disagreements with the IRS or other taxing authorities regarding tax positions, or changes in tax rules, laws, or regulations, could result in additional tax liability, including interest and penalties, and increase the company's effective tax rate[208](index=208&type=chunk) [Item 4. Information on the Company](index=50&type=section&id=Item%204.%20Information%20on%20the%20Company) This section provides an overview of Pyxis Tankers Inc., including its history, business operations, fleet details, management structure, and property [A. History and Development of the Company](index=50&type=section&id=Item%204.%20Information%20on%20the%20Company%20-%20A.%20History%20and%20Development%20of%20the%20Company) Pyxis Tankers Inc. was incorporated in Marshall Islands in 2015, focusing on international maritime transportation, with recent vessel sales and loan refinancing - Pyxis Tankers Inc. was incorporated on March 23, 2015, in the Marshall Islands and commenced trading on the NASDAQ Capital Market under the symbol 'PXS' in October 2015 after a merger with LookSmart[214](index=214&type=chunk)[215](index=215&type=chunk) - As of March 31, 2023, the company owns its current fleet of vessels through four separate wholly-owned subsidiaries incorporated in the Marshall Islands[215](index=215&type=chunk) - The company periodically assesses the value of its fleet, potential strategic opportunities (vessel acquisitions or dispositions), and equity and debt capital raises[216](index=216&type=chunk) - Recent Developments: - Sold the vessel 'Pyxis Malou' (2009-built MR product tanker) for **$24.8 million in cash** on March 23, 2023, resulting in approximately **$18.9 million net cash proceeds** after debt repayment and transaction costs, and an expected gain of approximately **$8.0 million** (**$0.75 per outstanding common share**) for Q1 2023[217](index=217&type=chunk) - Refinanced the debt associated with the 'Pyxis Karteria' (2013-built vessel) on March 13, 2023, with a new **$15.5 million, five-year secured loan** from Piraeus Bank, S.A. The net proceeds were used to repay bank debt and the remaining **$3.0 million** outstanding under the Promissory Note due to Maritime Investors Corp[218](index=218&type=chunk) - Paid monthly cash dividends of **$0.1615 per Series A Convertible Preferred Share** on January 20, February 21, and March 20, 2023[219](index=219&type=chunk) - The ongoing military conflict in Ukraine has significantly impacted the trade of refined petroleum products, leading to sanctions against Russia and volatility in oil prices. While current charter contracts and operations have not been negatively affected, future impacts on financial condition, results of operations, and performance are possible[220](index=220&type=chunk) [B. Business Overview](index=51&type=section&id=Item%204.%20Information%20on%20the%20Company%20-%20B.%20Business%20Overview) Pyxis Tankers Inc. is an international maritime transportation company specializing in product tankers, operating an eco-efficient MR fleet with a focus on maximizing revenues - As of March 31, 2023, the fleet consists of **four double hull product tankers (MRs)** with an average age of **8.4 years** (excluding the 'Pyxis Malou' sold on March 23, 2023) and a total cargo carrying capacity of **198,882 dwt**. All vessels are eco-efficient designed MR tankers[221](index=221&type=chunk) - The company's principal objective is to own and operate its fleet to benefit from short- and long-term trends in the product tanker sector and maximize revenues, intending to expand the fleet through selective acquisitions of modern MR tankers and employ vessels through time charters and the spot market[222](index=222&type=chunk) Fleet Summary Information (as of March 31, 2023) | Vessel Name | Shipyard | Vessel type | Carrying Capacity (dwt) | Year Built | Type of charter | Charter Rate (per day) | Anticipated Earliest Redelivery Date | | :------------ | :--------------- | :---------- | :---------------------- | :--------- | :-------------- | :--------------------- | :---------------------------------- | | Pyxis Lamda | SPP / S. Korea | MR | 50,145 | 2017 | Time | $40,000 | Apr 2023 | | Pyxis Epsilon | SPP / S. Korea | MR | 50,295 | 2015 | Time | 30,000 | Sep 2023 | | Pyxis Theta | SPP / S. Korea | MR | 51,795 | 2013 | Time | 18,500 | Jun 2023 | | Pyxis Karteria | Hyundai / S. Korea | MR | 46,652 | 2013 | Time | DD | May 2023 | | **Total** | | | **198,887** | | | | | - The company generates revenues from time charters (fixed daily rate, charterer pays voyage expenses) and spot charters (per-ton basis for single voyage, owner pays all expenses). It may also use pooling arrangements or bareboat charters[226](index=226&type=chunk)[227](index=227&type=chunk)[230](index=230&type=chunk) - Competitive strengths include a high-quality fleet of modern tankers (average age **8.4 years**), established relationships with leading charterers, a competitive cost structure, and an experienced management team[230](index=230&type=chunk)[231](index=231&type=chunk) - Business strategy includes maintaining a high-quality fleet (average age ≤ **10 years**), growing opportunistically through acquisitions of IMO II and III class eco-MR tankers, optimizing operating efficiency through vessel modifications (e.g., BWTS, ESDs), utilizing a portfolio approach for commercial employment, preserving a strong safety record, maintaining financial flexibility, and supporting good Environmental, Social & Governance (ESG) standards[231](index=231&type=chunk)[232](index=232&type=chunk)[234](index=234&type=chunk) - Ship operations, administration, and safety are managed by Maritime (affiliated, for commercial and administrative services) and ITM (unaffiliated, for day-to-day technical management and crewing)[235](index=235&type=chunk)[236](index=236&type=chunk)[238](index=238&type=chunk) - The company's vessels are subject to classification by societies like NKK and DNV GL, requiring regular surveys (annual, intermediate, special) and dry-dockings every **30-36 months** to maintain 'in-class' status and comply with regulations[242](index=242&type=chunk)[243](index=243&type=chunk)[245](index=245&type=chunk)[247](index=247&type=chunk)[248](index=248&type=chunk) - Risk management includes maintaining hull and machinery, war risk, and protection and indemnity (P&I) insurance, with P&I pollution liability limited to **$1.0 billion per vessel per incident**. Certain risks like 'loss of hire' and 'strikes' are uninsured[251](index=251&type=chunk)[253](index=253&type=chunk)[254](index=254&type=chunk)[255](index=255&type=chunk)[256](index=256&type=chunk)[257](index=257&type=chunk) - The product tanker shipping industry is highly competitive and fragmented, with competition based on price, vessel characteristics, and operator reputation. Key customers include international commodity trading companies and major oil/gas companies[259](index=259&type=chunk)[260](index=260&type=chunk)[261](index=261&type=chunk) - The company is committed to ESG practices, including fleet renewal for energy efficiency, performance optimization software, installation of energy-saving devices and BWTS, compliance with IMO fuel regulations, and transparent reporting of emissions and hazardous materials[263](index=263&type=chunk)[264](index=264&type=chunk)[265](index=265&type=chunk)[266](index=266&type=chunk) - Seaborne trade in refined petroleum products grew by **1.3% CAGR** between 2013 and 2022, driven by U.S. exports and shifting refinery capacity to Asia and the Middle East. The Russia-Ukraine conflict has further altered trade patterns, increasing ton-mile demand[269](index=269&type=chunk)[270](index=270&type=chunk)[274](index=274&type=chunk)[275](index=275&type=chunk)[276](index=276&type=chunk) - The global product tanker fleet's orderbook is low (**5.2% of existing fleet by units** as of Feb 28, 2023), with significant slippage in newbuilding deliveries. High charter rates in 2022 curbed demolitions, and second-hand vessel prices increased[277](index=277&type=chunk)[278](index=278&type=chunk)[279](index=279&type=chunk)[282](index=282&type=chunk) - Increasing environmental regulations (e.g., EEXI, CII, IMO 2020 sulfur cap, BWM Convention) are expected to squeeze tonnage availability, particularly for older, less efficient vessels, and may lead to increased scrapping and fleet renewal[273](index=273&type=chunk)[287](index=287&type=chunk)[288](index=288&type=chunk)[289](index=289&type=chunk)[290](index=290&type=chunk)[291](index=291&type=chunk)[292](index=292&type=chunk)[294](index=294&type=chunk)[295](index=295&type=chunk)[297](index=297&type=chunk)[298](index=298&type=chunk)[299](index=299&type=chunk)[301](index=301&type=chunk)[302](index=302&type=chunk)[303](index=303&type=chunk)[312](index=312&type=chunk)[313](index=313&type=chunk)[314](index=314&type=chunk)[315](index=315&type=chunk)[317](index=317&type=chunk)[319](index=319&type=chunk)[320](index=320&type=chunk)[322](index=322&type=chunk)[334](index=334&type=chunk)[335](index=335&type=chunk)[337](index=337&type=chunk)[338](index=338&type=chunk)[339](index=339&type=chunk)[340](index=340&type=chunk)[341](index=341&type=chunk)[342](index=342&type=chunk)[343](index=343&type=chunk)[344](index=344&type=chunk) [C. Organizational Structure](index=83&type=section&id=Item%204.%20Information%20on%20the%20Company%20-%20C.%20Organizational%20Structure) Pyxis Tankers Inc. is a Marshall Islands holding company, owning its fleet through four wholly-owned subsidiaries, with recent re-domiciliations and vessel sales - Pyxis Tankers Inc. was incorporated under the laws of the Republic of the Marshall Islands on March 23, 2015[356](index=356&type=chunk) - As of March 31, 2023, the company owns its fleet through four separate wholly-owned subsidiaries incorporated in the Republic of Marshall Islands[356](index=356&type=chunk) List of Subsidiaries (as of December 31, 2022) | Name of Company | Country of Incorporation | Principal Activities | Ownership | | :-------------------------- | :----------------------- | :----------------------- | :-------- | | SECONDONE CORPORATION LTD | Marshall Islands | Non-operating subsidiary | 100% | | THIRDONE CORPORATION LTD. | Marshall Islands | Non-operating subsidiary | 100% | | FOURTHONE CORPORATION LTD.* | Malta | Non-operating subsidiary | 100% | | SIXTHONE CORP. * | Marshall Islands | Non-operating subsidiary | 100% | | SEVENTHONE CORP. | Marshall Islands | Ship ownership and operations | 100% | | EIGHTHONE CORP. | Marshall Islands | Ship ownership and operations | 100% | | TENTHONE CORP. | Marshall Islands | Ship ownership and operations | 100% | | ELEVENTHONE CORP. | Marshall Islands | Ship ownership and operations | 100% | | MARITIME TECHNOLOGIES CORP. | Delaware | Non-operating subsidiary | 100% | - The vessels 'Pyxis Delta', 'Northsea Alpha', 'Northsea Beta', and 'Pyxis Malou' were sold to unaffiliated third parties on January 13, 2020, January 28, 2022, March 1, 2022, and March 23, 2023, respectively[357](index=357&type=chunk) - Secondone and Thirdone re-domiciled to the Republic of the Marshall Islands in December 2022, after previously being in Malta[698](index=698&type=chunk) [D. Property, Plants and Equipment](index=84&type=section&id=Item%204.%20Information%20on%20the%20Company%20-%20D.%20Property%2C%20Plants%20and%20Equipment) The company's primary material property consists of its vessels, with office space and administrative services provided by its affiliated ship management company - Other than its vessels, the company does not own any material property[358](index=358&type=chunk) - Office space is provided by Maritime, the affiliated ship management company, as part of the administrative services under the Head Management Agreement[358](index=358&type=chunk) [Item 4A. Unresolved Staff Comments](index=84&type=section&id=Item%204A.%20Unresolved%20Staff%20Comments) This item is not applicable, indicating no unresolved staff comments from the SEC to disclose in this report - Information for this item is not applicable[359](index=359&type=chunk) [Item 5. Operating and Financial Review and Prospects](index=84&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section discusses the company's financial condition and results of operations, highlighting global event impacts, key financial terms, and liquidity management - The COVID-19 pandemic caused substantial disruptions, lower charter activity, reduced profitability, and higher crewing/dry-docking costs in 2021. In 2022, its effects were primarily felt in Asia, particularly China, leading to low economic activity[360](index=360&type=chunk)[361](index=361&type=chunk)[362](index=362&type=chunk) - The Russian-Ukrainian war created further uncertainty for the global economic outlook, especially in Europe, leading to increased crude oil and bunker fuel prices and potential inflationary pressures, though no direct operational disruption has occurred to date[364](index=364&type=chunk) - The company sold the 'Northsea Alpha' and 'Northsea Beta' in early 2022, and the 'Pyxis Malou' in March 2023, to streamline its fleet to **four MRs**, citing attractive market conditions for older vessels, high operating costs, and greater emissions[365](index=365&type=chunk) - Key financial and operational terms include Voyage Revenues (net of address commissions), Spot Charters (revenue recognized load-to-discharge), Time Charters (stable cash flows, owner pays operating expenses), Voyage Related Costs and Commissions (owner pays for spot charters), Vessel Operating Expenses, General and Administrative Expenses, Management Fees, Depreciation (**25-year useful life, $340/ton scrap rate**), Special Survey and Drydocking (costs deferred and amortized), and Interest and Finance Costs (variable rates, hedging)[367](index=367&type=chunk)[368](index=368&type=chunk)[369](index=369&type=chunk)[370](index=370&type=chunk)[372](index=372&type=chunk)[373](index=373&type=chunk)[374](index=374&type=chunk)[375](index=375&type=chunk)[376](index=376&type=chunk)[377](index=377&type=chunk)[378](index=378&type=chunk)[379](index=379&type=chunk)[380](index=380&type=chunk) - As of December 31, 2022, the company had a working capital surplus of **$8.6 million** and expects to cover its liquidity needs for the next 12 months through generated cash from vessel operations and proceeds from the 'Pyxis Malou' sale, while remaining compliant with debt covenants[433](index=433&type=chunk)[436](index=436&type=chunk)[747](index=747&type=chunk) - The company's business is capital intensive, and future success depends on maintaining a high-quality fleet through opportunistic acquisitions and sales, subject to market conditions and access to cost-effective capital[434](index=434&type=chunk) - The company does not intend to pay dividends to common shareholders in the near future, expecting to retain cash flows for vessel operating costs, dry-docking, debt service, general corporate expenses, and reinvestment in the business[435](index=435&type=chunk) - Critical accounting policies include Vessel Impairment (reviewing carrying amounts against future cash flows and fair market value, with no impairment recorded in 2022), Vessel Lives and Depreciation (**25-year useful life, $340/ton scrap rate**), and Revenue Recognition (spot charters load-to-discharge, time charters as operating leases)[453](index=453&type=chunk)[454](index=454&type=chunk)[455](index=455&type=chunk)[456](index=456&type=chunk)[457](index=457&type=chunk)[458](index=458&type=chunk)[459](index=459&type=chunk)[460](index=460&type=chunk)[461](index=461&type=chunk)[463](index=463&type=chunk)[728](index=728&type=chunk)[729](index=729&type=chunk)[730](index=730&type=chunk)[731](index=731&type=chunk)[732](index=732&type=chunk)[733](index=733&type=chunk)[734](index=734&type=chunk)[735](index=735&type=chunk)[748](index=748&type=chunk)[749](index=749&type=chunk)[750](index=750&type=chunk)[751](index=751&type=chunk)[753](index=753&type=chunk) [A. Operating Results](index=91&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects%20-%20A.%20Operating%20Results) In 2022, the company achieved a significant turnaround with a net income of $12.5 million, driven by a 130% increase in net revenues from higher spot charter rates - As of December 31, 2022, three vessels were employed on time charters and two vessels were operating in the spot market[387](index=387&type=chunk) Revenues, Net (in thousands of U.S. dollars) | | Year ended December 31, 2021 | Year ended December 31, 2022 | Change ($) | Change (%) | | :------------------------------ | :--------------------------- | :--------------------------- | :--------- | :--------- | | Revenues derived from spot charters, net | $13,711 | $39,099 | $25,388 | 185.2% | | Revenues derived from time charters, net | $11,630 | $19,245 | $7,615 | 65.5% | | **Revenues, net** | **$25,341** | **$58,344** | **$33,003** | **130.2%** | MR Fleet Operating Data | MR Fleet Operating Data | 2021 | 2022 | Change | | :---------------------------------- | :----- | :----- | :------- | | Ownership days | 1,276 | 1,825 | +549 | | Available days | 1,264 | 1,811 | +547 | | Operating days | 1,160 | 1,584 | +424 | | Utilization % | 91.8% | 87.5% | -4.3% | | Daily time charter equivalent rate | $10,195 | $25,739 | +$15,544 | | Daily vessel operating expenses | $6,916 | $6,754 | -$162 | | Average number of vessels | 3.5 | 5.0 | +1.5 | | Number of vessels at period end | 4 | 5 | +1 | | Weighted average age of vessels at period end | 8.3 | 9.3 | +1.0 | Daily TCE Rate Calculation (in thousands of U.S. dollars) | | Year ended December 31, 2021 | Year ended December 31, 2022 | | :-------------------------------- | :--------------------------- | :--------------------------- | | MR Revenues, net | $17,717 | $57,749 | | MR Voyage related costs and commissions | $(5,891) | $(16,979) | | **MR Time charter equivalent revenues** | **$11,826** | **$40,770** | | MR Operating days for fleet | 1,160 | 1,584 | | **MR Daily TCE rate** | **$10,195** | **$25,739** | - The daily TCE rate increased significantly in 2022 compared to 2021, primarily due to higher spot charter rates and more operating days from the acquisition of 'Pyxis Karteria' and 'Pyxis Lamda', partially offset by higher voyage-related costs and slightly lower utilization[391](index=391&type=chunk) Net Income / (Loss) Attributable to Common Shareholders (in thousands of U.S. dollars) | | Year ended December 31, 2021 | Year ended December 31, 2022 | Change ($) | Change (%) | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------- | :--------- | | Net income / (loss) attributable to common shareholders | $(12,893) | $12,507 | $25,400 | 197.0% | | Income / (loss) per common share, basic | $(1.43) | $1.18 | $2.61 | 182.5% | | Income / (loss) per common share, diluted | $(1.43) | $1.06 | $2.49 | 174.1% | - Key financial changes in 2022 compared to 2021 include a **$33.0 million (130%) increase in net revenues**, a **$7.8 million (81.0%) increase in voyage-related costs and commissions**, flat vessel operating expenses, a **$1.2 million (24.5%) increase in depreciation**, a **$0.6 million gain from financial derivative instruments**, and a **$1.2 million increase in net interest and finance costs**[393](index=393&type=chunk)[398](index=398&type=chunk)[399](index=399&type=chunk)[400](index=400&type=chunk)[402](index=402&type=chunk)[406](index=406&type=chunk)[407](index=407&type=chunk) [B. Liquidity and Capital Resources](index=96&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects%20-%20B.%20Liquidity%20and%20Capital%20Resources) The company's liquidity is sourced from operations, bank debt, and equity, with future needs focused on debt service, operating expenses, and fleet expansion - Principal sources of liquidity are cash flows from operations, borrowings of bank debt, proceeds from equity issuances, and expected future selective vessel sales. Future liquidity requirements relate primarily to debt service, vessel operating expenses, management fees, cash reserves for loan covenants, and potential vessel acquisitions[409](index=409&type=chunk)[416](index=416&type=chunk) - In October 2020, the company issued **200,000 Units** (**$25.00/Unit**), each separable into one **7.75% Series A Cumulative Convertible Preferred Share** and eight warrants (exercisable at **$5.60/share**). A follow-on public offering of **308,487 Series A Convertible Preferred Shares** was completed in July 2021 for **$5.56 million net proceeds**[409](index=409&type=chunk)[425](index=425&type=chunk)[533](index=533&type=chunk)[537](index=537&type=chunk) - As of December 31, 2022, **449,473 Series A Preferred Shares** and **1,590,540 Warrants** were outstanding. By March 31, 2023, **29,388 additional Series A Preferred Shares** had been converted, resulting in the issuance of **131,335 common shares**[432](index=432&type=chunk)[539](index=539&type=chunk)[828](index=828&type=chunk) - Key transactions include a **$25.0 million private placement of common stock** in February 2021, the acquisition of 'Pyxis Karteria' in July 2021 (partially funded by a **$13.5 million loan**), and the acquisition of 'Pyxis Lamda' in December 2021 for **$31.17 million** (funded by a **$21.68 million loan, $3.0 million Promissory Note**, common shares, and cash)[423](index=423&type=chunk)[424](index=424&type=chunk)[427](index=427&type=chunk)[428](index=428&type=chunk) - The company sold 'Northsea Alpha' and 'Northsea Beta' in early 2022 for an aggregate of **$8.9 million**, repaying **$5.8 million** in outstanding debt. The 'Pyxis Malou' was sold on March 23, 2023, for **$24.8 million**, yielding approximately **$18.9 million net cash** after debt repayment[429](index=429&type=chunk)[784](index=784&type=chunk)[787](index=787&type=chunk)[860](index=860&type=chunk) - The **$6.0 million Promissory Note** due to Maritime Investors Corp. was fully repaid by March 14, 2023, following a **$3.0 million repayment** in February 2023 and the refinancing of the 'Pyxis Karteria' loan in March 2023[218](index=218&type=chunk)[449](index=449&type=chunk)[509](index=509&type=chunk)[777](index=777&type=chunk)[861](index=861&type=chunk) - A one-for-four reverse stock split was implemented on May 13, 2022, to meet NASDAQ's minimum bid price requirement[430](index=430&type=chunk)[837](index=837&type=chunk) Consolidated Cash Flows (in thousands of U.S. dollars) | Statements of Cash Flows Data | 2021 | 2022 | | :------------------------------------------ | :----- | :----- | | Net cash provided by / (used in) operating activities | $(896) | $8,274 | | Net cash (used in) / provided by investing activities | $(43,194) | $4,953 | | Net cash provided by / (used in) financing activities | $49,927 | $(12,912) | | Change in cash and cash equivalents and restricted cash | $5,837 | $315 | - As of December 31, 2022, the company had a working capital surplus of **$8.6 million**, an improvement from a **$3.7 million deficit** in 2021. Cash and cash equivalents and restricted cash amounted to **$10.2 million**[436](index=436&type=chunk)[747](index=747&type=chunk) Long-term Debt (in thousands of U.S. dollars) | Vessel (Borrower) | December 31, 2021 | December 31, 2022 | | :------------------------ | :------------------ | :------------------ | | 'Northsea Alpha' (Secondone) | $2,890 | $— | | 'Northsea Beta' (Thirdone) | $2,890 | $— | | 'Pyxis Malou' (Fourthone) | $7,320 | $6,616 | | 'Pyxis Theta' (Seventhone) | $13,750 | $12,550 | | 'Pyxis Epsilon' (Eighthone) | $16,100 | $14,900 | | 'Pyxis Karteria' (Tenthone) | $13,150 | $11,800 | | 'Pyxis Lamda' (Eleventhone) | $21,680 | $19,884 | | **Total** | **$77,780** | **$65,750** | | Current portion | $12,030 | $6,100 | | Less: Current portion of deferred financing costs | $(335) | $(271) | | **Current portion of long-term debt, net** | **$11,695** | **$5,829** | | Long-term portion | $65,750 | $59,650 | | Less: Non-current portion of deferred financing costs | $(870) | $(603) | | **Long-term debt, net of current portion and deferred financing costs, non-current** | **$64,880** | **$59,047** | - The company was in compliance with all financial covenants of its loan agreements as of December 31, 2022. The weighted average interest rate (including margin) for long-term debt and the Promissory Note was **5.41% in 2022**, up from **5.04% in 2021**[447](index=447&type=chunk)[811](index=811&type=chunk) [C. Research and Development, Patents and Licenses, etc.](index=107&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects%20-%20C.%20Research%20and%20Development%2C%20Patents%20and%20Licenses%2C%20etc.) This item is not applicable, indicating no specific disclosures regarding research and development, patents, or licenses - Information for this item is not applicable[464](index=464&type=chunk) [D. Trend Information](index=107&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects%20-%20D.%20Trend%20Information) Operating results are driven by volatile charter hire rates in the cyclical product tanker market, influenced by supply, demand, and global events - The company's results of operations depend primarily on charter hire rates, which are influenced by the supply and demand dynamics of the highly cyclical product tanker market[465](index=465&type=chunk) - Recent trends affecting the business include the unpredictable and uneven travel restrictions related to the COVID-19 pandemic and the war between Russia and Ukraine, both creating uncertainty in demand for product tankers and impacting charter rates[465](index=465&type=chunk)[466](index=466&type=chunk) [E. Critical Accounting Estimates](index=109&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects%20-%20E.%20Critical%20Accounting%20Estimates) This section refers to Note 2 of the financial statements for critical accounting estimates regarding vessels and impairment of long-lived assets - Critical accounting estimates are discussed in Note 2 of the consolidated financial statements, specifically 'Note 2 – Significant Accounting Policies - (m) Vessels, Net:' and 'Note 2 – Significant Accounting Policies - (n) Impairment of Long-Lived Assets'[467](index=467&type=chunk) - The preparation of financial statements requires management to make estimates and judgments that affect reported amounts of assets, liabilities, revenues, and expenses, with actual results potentially differing under various assumptions and conditions[453](index=453&type=chunk) [Item 6. Directors, Senior Management and Employees](index=109&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees) This section provides information on the company's executive officers and directors, their compensation, board practices, and employee structure - The company has no direct employees; the services of its executive officers, internal auditors, and secretary are provided by Maritime[479](index=479&type=chunk)[494](index=494&type=chunk) - The management team, led by Chairman and CEO Mr. Eddie Valentis, possesses over **100 years of combined industry experience**[231](index=231&type=chunk)[470](index=470&type=chunk)[471](index=471&type=chunk)[472](index=472&type=chunk) - The board of directors consists of **four directors**, with **three independent members** (Robin P. Das, Basil G. Mavroleon, Aristides J. Pittas) serving staggered three-year terms[491](index=491&type=chunk) - The audit committee comprises three independent, non-executive directors, with Mr. Robin Das qualifying as an audit committee financial expert[492](index=492&type=chunk)[640](index=640&type=chunk) - Non-executive directors receive an aggregate annual compensation of **$125,000**, plus reimbursements for expenses[480](index=480&type=chunk) - The company has an Equity Incentive Plan (EIP) adopted in 2015, allowing for various equity-based awards (stock options, restricted stock, etc.) to employees, officers, directors, and consultants, with a maximum aggregate of **15% of outstanding common stock**[481](index=481&type=chunk)[482](index=482&type=chunk)[484](index=484&type=chunk)[485](index=485&type=chunk)[486](index=486&type=chunk)[487](index=487&type=chunk)[488](index=488&type=chunk) - The company has entered into agreements to indemnify its directors, executive officers, and other employees for related expenses, including legal fees, judgments, and settlement amounts[495](index=495&type=chunk) [A. Directors and Senior Management](index=109&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees%20-%20A.%20Directors%20and%20Senior%20Management) This section lists the names, ages, and positions of the company's executive officers and directors, highlighting their extensive industry experience Executive Officers and Directors | Name | Age | Position | | :------------------------ | :-- | :------------------------------------- | | Valentios "Eddie" Valentis | 56 | Chairman, Chief Executive Officer and Class I Director | | Henry P. Williams | 67 | Chief Financial Officer and Treasurer | | Konstantinos Lytras | 58 | Chief Operating Officer and Secretary | | Robin P. Das | 50 | Class III Director | | Basil G. Mavroleon | 74 | Class III Director | | Aristides J. Pittas | 63 | Class II Director | - Mr. Valentios 'Eddie' Valentis has over **26 years of shipping industry experience**, including owning, operating, and managing tankers, and is the founder and president of Pyxis Maritime Corp[470](index=470&type=chunk) - Mr. Henry P. Williams, Chief Financial Officer and Treasurer, has over **35 years of commercial, investment, and merchant banking experience**[471](index=471&type=chunk) - Mr. Konstantinos Lytras, Chief Operating Officer and Secretary, has served as Maritime's Financial Director since 2008 and has extensive experience in shipping finance and management[472](index=472&type=chunk) - There are no familial relationships among any of the executive officers or directors[476](index=476&type=chunk) - The board diversity matrix indicates **4 male directors** and **1 underrepresented individual** in their home country jurisdiction (Robin P. Das from the United Kingdom)[478](index=478&type=chunk) [B. Compensation](index=111&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees%20-%20B.%20Compensation) Executive officer services are provided by Maritime for an annual fee, non-executive directors receive annual compensation, and an Equity Incentive Plan is in place - The services of executive officers, internal auditors, and secretary are provided by Maritime, for which the company pays approximately **$1.8 million per year** for administrative services[479](index=479&type=chunk) - Non-executive directors receive an aggregate annual compensation of **$125,000**, plus reimbursements for actual expenses[480](index=480&type=chunk) - The Pyxis Tankers Inc. 2015 Equity Incentive Plan (EIP) allows for granting stock options, stock appreciation rights, restricted stock grants, restricted stock units, unrestricted stock grants, and dividend equivalents to employees, officers, directors, and consultants[481](index=481&type=chunk) - The maximum aggregate number of common stock shares that may be delivered under the EIP is **15% of the then-issued and outstanding shares**[482](index=482&type=chunk) - The exercise price for options and stock appreciation rights cannot be less than **100% of the fair market value** on the date of grant, with a maximum term of **ten years**[484](index=484&type=chunk)[485](index=485&type=chunk) [C. Board Practices](index=113&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees%20-%20C.%20Board%20Practices) The board consists of four members, with three independent directors serving staggered terms, and audit and nominating committees overseeing governance - The board of directors consists of **four directors**, three of whom are independent (Robin P. Das, Basil G. Mavroleon, and Aristides J. Pittas) under NASDAQ and SEC rules[491](index=491&type=chunk) - Directors are elected by common shareholders and are divided into **three classes** serving staggered **three-year terms**[491](index=491&type=chunk) - The audit committee comprises **three independent, non-executive directors** (Robin Das, Basil Mavroleon, and Aristides Pittas), with Robin Das qualifying as an audit committee 'financial expert'[492](index=492&type=chunk) - The nominating and corporate governance committee is responsible for recommending director nominees and advising on corporate governance practices[493](index=493&type=chunk) [D. Employees](index=113&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees%20-%20D.%20Employees) The company has no direct employees; executive officers and administrative services are provided by Maritime under a Head Management Agreement - The company has no direct employees[494](index=494&type=chunk) - The services of executive officers, internal auditors, and secretary are provided by Maritime under a Head Management Agreement, with an annual payment of approximately **$1.8 million** for these and other administrative services[494](index=494&type=chunk) [E. Share Ownership](index=113&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees%20-%20E.%20Share%20Ownership) This section refers to 'Item 7. Major Shareholders and Related Party Transactions – A. Major Shareholders' for details on common stock ownership by officers and directors - Information regarding the total amount of common stock owned by all officers and directors as a group is provided in 'Item 7. Major Shareholders and Related Party Transactions – A. Major Shareholders'[496](index=496&type=chunk) [F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation](index=113&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees%20-%20F.%20Disclosure%20of%20a%20Registrant%27s%20Action%20to%20Recover%20Erroneously%20Awarded%20Compensation) This item is not applicable, indicating no disclosure is required regarding actions to recover erroneously awarded compensation - Information for this item is not applicable[496](index=496&type=chunk) [Item 7. Major Shareholders and Related Party Transactions](index=113&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section details beneficial ownership, particularly Mr. Valentis's significant control, outlines material related party transactions, and discusses the dividend policy [A. Major Shareholders](index=113&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions%20-%20A.%20Major%20Shareholders) As of March 31, 2023, Mr. Valentios 'Eddie' Valentis, through Maritime Investors Corp., beneficially owned 53.3% of the company's outstanding common stock Beneficial Ownership of Common Stock (as of March 31, 2023) | Identity of person or group | Number of Shares Beneficially Owned | Percentage (%) | | :------------------------------------ | :--------------------------------- | :------------- | | Valentios "Eddie" Valentis (Maritime Investors Corp.) | 5,731,942 | 53.3% | | Henry P. Williams | 45,061 | * | | Konstantinos Lytras | 15,094 | * | | All directors and executive officers as a group (8 persons) | 5,792,097 | 53.9% | (* Less than 1% of outstanding shares) - Each share of common stock entitles the holder to **one vote** on all matters submitted to a vote of shareholders[497](index=497&type=chunk) - As of March 31, 2023, **77 U.S. shareholders of record** held an aggregate of **6,315,472 shares of common stock**, representing **58.8% of outstanding shares**. However, CEDE & CO., a nominee, held a significant portion, potentially including non-U.S. beneficial owners[501](index=501&type=chunk) [B. Related Party Transactions](index=115&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions%20-%20B.%20Related%20Party%20Transactions) The company has significant related party transactions with Maritime for management services and with Maritime Investors for a Promissory Note, both controlled by Mr. Valentis - The company's vessels are managed by Maritime, an affiliated ship management company controlled by Mr. Valentis, under a Head Management Agreement and separate management agreements with vessel-owning subsidiaries[502](index=502&type=chunk) - Maritime provides commercial, sale and purchase, insurance, operations, dry-docking, construction supervision, and administrative services (including executive officers)[504](index=504&type=chunk) - The Head Management Agreement was automatically renewed for a **five-year period** through March 23, 2025. Fees include a daily ship-management fee (**$325/day per vessel in operation, $450/day under construction**), **1.00% on vessel sales, 1.25% on chartering revenue**, and an annual administrative fee (**$1.6 million**, adjusted for inflation)[504](index=504&type=chunk) Amounts Charged by Maritime (in thousands of U.S. dollars) | | Year ended December 31, 2020 | Year ended December 31, 2021 | Year ended December 31, 2022 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | | Charter hire commissions | $276 | $322 | $735 | | Ship-Management Fees | $637 | $716 | $702 | | Administration Fees | $1,632 | $1,632 | $1,652 | | **Total** | **$2,545** | **$2,670** | **$3,089** | - As of December 31, 2022, there was a balance due to Maritime of **$1.028 million** (interest-free, no specific repayment terms)[511](index=511&type=chunk)[774](index=774&type=chunk) - The company had a Promissory Note with Maritime Investors (an affiliate of Mr. Valentis) with an outstanding principal balance of **$6.0 million** as of December 31, 2022, bearing **7.5% annual interest**, maturing April 1, 2024. This note was fully repaid by March 14, 2023[508](index=508&type=chunk)[509](index=509&type=chunk)[777](index=777&type=chunk)[780](index=780&type=chunk)[861](index=861&type=chunk) - Interest charged on the Promissory Note was **$452 thousand in 2020, $335 thousand in 2021, and $450 thousand in 2022**[510](index=510&type=chunk)[778](index=778&type=chunk)[189](index=189&type=chunk) - The acquisition of the 'Pyxis Lamda' in December 2021 from an entity related to Mr. Valentis included **$3.0 million** in additional principal under the Amended and Restated Promissory Note as part of the **$31.17 million purchase consideration**[512](index=512&type=chunk)[776](index=776&type=chunk)[783](index=783&type=chunk) [C. Interests of Experts and Counsel](index=117&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions%20-%20C.%20Interests%20of%20Experts%20and%20Counsel) This item is not applicable, indicating no specific disclosures regarding the interests of experts and counsel are required - Information for this item is not applicable[514](index=514&type=chunk) [Item 8. Financial Information](index=117&type=section&id=Item%208.%20Financial%20Information) This section refers to the consolidated financial statements in Item 18, addresses legal proceedings, and outlines the company's dividend policy - Consolidated financial statements and other financial information are provided in Item 18 of this Annual Report[515](index=515&type=chunk)[659](index=659&type=chunk)[660](index=660&type=chunk) - The company may be involved in litigation and claims in the ordinary course of business, but is not aware of any proceedings that could have significant effects on its financial position or profitability not covered by insurance[516](index=516&type=chunk) - The company does not intend to pay common stock dividends in the near future. Any future dividend payments are at the sole discretion of the board of directors and subject to legal, fiduciary, and contractual requirements, including loan agreements[517](index=517&type=chunk) - As of December 31, 2022, the ratio of total liabilities to market value adjusted total assets was **37%** (below the **75% threshold**), permitting related subsidiaries to distribute dividends under the Alpha Bank Facilities[517](index=517&type=chunk) [A. Consolidated Statements and Other Financial Information](index=117&type=section&id=Item%208.%20Financial%20Information%20-%20A.%20Consolidated%20Statements%20and%20Other%20Financial%20Information) This section directs the reader to Item 18 for the company's consolidated financial statements - Please refer to Item 18 for the company's consolidated statements and other financial information[515](index=515&type=chunk) [B. Significant Changes](index=117&type=section&id=Item%208.%20Financial%20Information%20-%20B.%20Significant%20Changes) This item is not applicable, indicating no significant changes to disclose in this section - Information for this item is not applicable[518](index=518&type=chunk) [Item 9. The Offer and Listing](index=117&type=section&id=Item%209.%20The%20Offer%20and%20Listing) This section details the company's securities listing on the NASDAQ Capital Market, including common stock, preferred shares, and warrants - The company's Common Stock, Series A Cumulative Convertible Preferred Shares ('PXSAP'), and Warrants ('PXSAW') are listed and traded on the NASDAQ Capital Market[519](index=519&type=chunk) - As of March 31, 2023, the common stock price was **$4.91**[520](index=520&type=chunk) - The company refers to 'Item 3. Key Information – D. Risk Factors' for discussions on the risk of delisting if the common stock does not meet NASDAQ's minimum share price requirement[520](index=520&type=chunk) [A. Offer and Listing Details](index=117&type=section&id=Item%209.%20The%20Offer%20and%20Listing%20-%20A.%20Offer%20and%20Listing%20Details) The company's common stock, Series A Convertible Preferred Shares, and warrants are listed and traded on the NASDAQ Capital Market - The company's common stock ('PXS'), Series A Cumulative Convertible Preferred Shares ('PXSAP'), and warrants ('PXSAW') are listed on the NASDAQ Capital Market[519](index=519&type=chunk) [B. Plan of Distribution](index=119&type=section&id=Item%209.%20The%20Offer%20and%20Listing%20-%20B.%20Plan%20of%20Distribution) This item is not applicable, indicating no specific plan of distribution to disclose - Information for this item is not applicable[521](index=521&type=chunk) [C. Markets](index=119&type=section&id=Item%209.%20The%20Offer%20and%20Listing%20-%20C.%20Markets) This section refers to 'Item 9. The Offer and Listing - A. Offer and Listing Details' for information on the markets where the company's securities are traded - Please refer to 'Item 9. The Offer and Listing - A. Offer and Listing Details' for information on the markets where the company's securities are traded[521](index=521&type=chunk) [D. Selling Shareholders](index=119&type=section&id=Item%209.%20The%20Offer%20and%20Listing%20-%20D.%20Selling%20Shareholders) This item is not applicable, indicating no selling shareholders to disclose - Information for this item is not applicable[522](index=522&type=chunk) [E. Dilution](index=119&type=section&id=Item%209.%20The%20Offer%20and%20Listing%20-%20E.%20Dilution) This item is not applicable, indicating no specific dilution information to disclose in this section - Information for this item is not applicable[523](index=523&type=chunk) [F. Expenses of the Issue](index=119&type=section&id=Item%209.%20The%20Offer%20and%20Listing%20-%20F.%20Expenses%20of%20the%20Issue) This item is not applicable, indicating no specific expenses of the issue to disclose - Information for this item is not applicable[524](index=524&type=chunk) [Item 10. Additional Information](index=119&type=section&id=Item%2010.%20Additional%20Information) This section provides further details on share capital, corporate governance, material contracts, exchange controls, and significant tax considerations [A. Share Capital](index=119&type=section&id=Item%2010.%20Additional%20Information%20-%20A.%20Share%20Capital) This item is not applicable, indicating no specific share capital information to disclose in this section - Information for this item is not applicable[525](index=525&type=chunk) [B. Memorandum and Articles of Association](index=119&type=section&id=Item%2010.%20Additional%20Information%20-%20B.%20Memorandum%20and%20Articles%20of%20Association) The company's corporate affairs are governed by its Articles of Incorporation, Bylaws, and Marshall Islands law, detailing authorized capital and equity issuances - The company's corporate affairs are governed by its Articles of Incorporation, Bylaws, and the Marshall Islands Business Corporations Act (BCA)[527](index=527&type=chunk) - Authorized capital consists of **450,000,000 common shares** and **50,000,000 preferred shares**, of which **1,000,000 are authorized as Series A Preferred Shares**[528](index=528&type=chunk) - As of December 31, 2022, there were **10,613,424 common shares** and **449,473 Series A Preferred Shares** issued and outstanding[528](index=528&type=chunk) - Key equity issuances include **200,000 Units** in October 2020 (each with one Series A Convertible Preferred Share and eight warrants), a private placement of **3,571,429 common shares** in February 2021, and a follow-on public offering of **308,487 Series A Convertible Preferred Shares** in July 2021[533](index=533&type=chunk)[535](index=535&type=chunk)[537](index=537&type=chunk) - Common stock holders are entitled to **one vote per share**, ratable dividends (if declared), and pro-rata distribution of remaining assets upon dissolution or liquidation after preferred stock payments[540](index=540&type=chunk) - The board of directors has the authority to issue preferred stock with various voting powers, designations, preferences, and restrictions without shareholder approval[541](index=541&type=chunk) - Anti-takeover provisions in the articles of incorporation and bylaws, such as a classified board, 'blank check' preferred stock, and restrictions on shareholder actions, are designed to make acquisitions and changes in control more difficult[547](index=547&type=chunk)[548](index=548&type=chunk)[549](index=549&type=chunk) [C. Material Contracts](index=124&type=section&id=Item%2010.%20Additional%20Information%20-%20C.%20Material%20Contracts) Material contracts not in the ordinary course of business are filed as exhibits and described elsewhere, with no other material contracts in the past two years - Material contracts not in the ordinary course of business are filed as exhibits to this Annual Report and are described in 'Item 4. Information on the Company', 'Item 5. Operating and Financial Review and Prospects', 'Item 7. Major Shareholders and Related Party Transactions', and in Notes 3 and 7 to the consolidated financial statements[549](index=549&type=chunk) - No other material contracts were entered into in the two years immediately preceding the date of this Annual Report, other than contracts in the ordinary course of business[549](index=549&type=chunk) [D. Exchange Controls](index=124&type=section&id=Item%2010.%20Additional%20Information%20-%20D.%20Exchange%20Controls) Under Marshall Islands law, there are no restrictions on capital export or import, including foreign exchange controls or dividend remittances to non-resident holders - Under current Marshall Islands law, there are no restrictions on the export or import of capital, including foreign exchange controls[550](index=550&type=chunk) - There are no restrictions that affect the remittance of dividends, interest, or other payments to non-resident holders of the company's common shares[550](index=550&type=chunk) [E. Taxation](index=126&type=section&id=Item%2010.%20Additional%20Information%20-%20E.%20Taxation) This section summarizes U.S. federal income tax consequences for the company and U.S. holders, including Section 883 exemption, PFIC/CFC implications, and non-U.S. tax laws - The company may be subject to a **4% U.S. federal income tax** on **50% of its gross U.S.-source shipping income**, unless it qualifies for exemption under Section 883 of the Code or an applicable U.S. income tax treaty[555](index=555&type=chunk)[556](index=556&type=chunk)[558](index=558&type=chunk) - The company intends to qualify for the Section 883 Exemption, which requires being organized in a 'qualified foreign country' (Marshall Islands and Malta are recognized) and satisfying either the **50% Ownership Test** or the **Publicly-Traded Test**[560](index=560&type=chunk)[561](index=561&type=chunk)[563](index=563&type=chunk) - For U.S. Holders, distributions on common stock are generally treated as dividends (ordinary income or qualified dividend income) and are typically non-U.S. source 'passive category income' for foreign tax credit purposes[573](index=573&type=chunk)[575](index=575&type=chunk)[576](index=576&type=chunk) - If the company were treated as a Passive Foreign Investment Company (PFIC), U.S. Holders would be subject to special, disadvantageous tax rules unless they make a timely 'qualified electing fund' (QEF) or 'mark-to-market' election[582](index=582&type=chunk)[584](