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What changed in Pyxis Tankers Inc.'s 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Pyxis Tankers Inc.'s 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+887 added−989 removedSource: 20-F (2026-04-01) vs 20-F (2025-03-28)

Top changes in Pyxis Tankers Inc.'s 2025 20-F

887 paragraphs added · 989 removed · 586 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

243 edited+81 added−99 removed317 unchanged
Biggest changeSummary of Risk Factors Risks Related to Our Industry ● World events, including the ongoing hostilities of the Ukraine War as well as the Middle East conflicts could adversely affect our results of operations and financial condition. ● We operate our vessels worldwide and as a result, our vessels are exposed to international and inherent operational risks that may reduce revenue or increase expenses. ● Our revenues are derived substantially from two industry sectors where charter hire rates for product tankers and dry-bulk carriers are historically seasonal, cyclical and volatile. ● Global economic conditions may negatively impact the product tanker and dry-bulk industries and our financial results and operations. ● An over-supply of product tanker and dry-bulk capacity may lead to reductions in charter rates, vessel values and profitability. ● An economic slowdown or changes in the economic and political environment in the Asia Pacific region and could have a material adverse effect on our business, financial condition and results of operations. ● Changes in fuel or bunker prices may adversely affect results of operations. ● If our vessels call on ports or territories located in or operate in countries or territories that are the subject of sanctions or embargoes imposed by the United States, the United Kingdom, the European Union, the United Nations, or other governmental authorities, or engage in other transactions or dealings that would be violative of applicable sanctions laws, it could result in monetary fines and penalties and adversely affect our reputation and the market price of our common shares. ● Governments could requisition our vessels during a period of war or emergency. ● Scrutiny and changing expectations from investors, lenders and other market participants with respect to our ESG policies may impose additional costs on us or expose us to additional risks. ● We are subject to increasingly complex laws and regulations, including environmental and safety laws and regulations, which expose us to liability and significant expenditures, and can adversely affect our insurance coverage and access to certain ports as well as our business, results of operations and financial condition. ● Climate change and greenhouse gas restrictions may adversely impact our operations, markets and capital sources. ● Technological innovation and quality and efficiency requirements from our customers could reduce our charter hire income and the value of our vessels. 3 Risks Related to Our Business and Operations ● We operate in highly competitive international markets. ● We may be unable to secure short to medium term employment for our vessels at profitable rates. ● Present and future vessel employment could be adversely affected by an inability to clear customers’ risk assessment process. ● A substantial portion of our revenues is derived from a limited number of customers, and the loss of any of these customers could result in a significant loss of revenues and cash flow. ● Our growth depends on our ability to expand relationships with existing customers and obtain new customers, for which it will face substantial competition. ● We depend on International Tanker Management (“ITM”), Pyxis Maritime Corp.
Biggest changeSummary of Risk Factors Risks Related to Our Industry ● World events, including the ongoing hostilities of the Ukraine War as well as the recent war between the U.S. and Israel, and Iran or other Middle East conflicts could adversely affect our results of operations and financial condition. ● We operate our vessels worldwide and as a result, our vessels are exposed to international and inherent operational risks that may reduce revenue or increase expenses. ● Our revenues are derived substantially from two industry sectors where charter hire rates for product tankers and dry-bulk carriers are historically seasonal, cyclical and volatile. ● Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty, and supply chain constraints, and global economic conditions may negatively impact the product tanker and dry-bulk industries and our financial results and operations. ● An over-supply of product tanker and dry-bulk capacity may lead to reductions in charter rates, vessel values and profitability. ● An economic slowdown or changes in the economic and political environment in the Asia Pacific region could have a material adverse effect on our business, financial condition and results of operations. ● Changes in fuel or bunker prices may adversely affect results of operations. ● If our vessels call on ports or territories located in or operate in countries or territories that are the subject of sanctions or embargoes imposed by the United States, the United Kingdom, the European Union, the United Nations, or other governmental authorities, or engage in other transactions or dealings that would be violative of applicable sanctions laws, it could result in monetary fines and penalties and adversely affect our reputation and the market price of our common shares. ● Governments could requisition our vessels during a period of war or emergency. ● Scrutiny and changing expectations from investors, lenders and other market participants with respect to our ESG policies may impose additional costs on us or expose us to additional risks. ● We are subject to increasingly complex laws and regulations, including environmental and safety laws and regulations, which expose us to liability and significant expenditures, and can adversely affect our insurance coverage and access to certain ports as well as our business, results of operations and financial condition. ● Climate change and greenhouse gas restrictions may adversely impact our operations, markets and capital sources. ● Technological innovation and quality and efficiency requirements from our customers could reduce our charter hire income and the value of our vessels. 3 Risks Related to Our Business and Operations ● We operate in highly competitive international markets, and we may not be able to successfully mix our charter durations profitably. ● We may be unable to secure short to medium term employment for our vessels at profitable rates, and present and future vessel employment could be adversely affected by an inability to clear customers’ risk assessment process and the Company’s growth depends on its ability to expand relationships with existing customers and obtain new customers, for which it will face substantial competition. ● A substantial portion of our revenues is derived from a limited number of customers, and the loss of any of these customers could result in a significant loss of revenues and cash flow. ● We depend on International Tanker Management, or ITM, Pyxis Maritime Corp., or Maritime, and Konkar Shipping Agencies, S.A., or Konkar Agencies, to operate our business and our business could be harmed if they fail to perform their services and execute their responsibilities satisfactorily. ● While the Company has two scrubber-fitted dry-bulk vessels, it does not plan to install scrubbers on its product tankers nor its one remaining dry bulk carrier and will have to pay more for fuel which could adversely affect the Company’s business, results of operations and financial condition. ● We may not be able to implement our business strategy successfully or manage our growth effectively. ● If we purchase and operate secondhand vessels, we will be exposed to start-up costs and increased operating expenses which could adversely affect our earnings and, as our fleet ages, the risks associated with older vessels could adversely affect our ability to obtain profitable charters. ● Declines in charter rates and other market deterioration could cause us to incur vessel impairment charges. ● Our founder, Chairman and Chief Executive Officer has affiliations with Maritime and Konkar Agencies, which may create conflicts of interest; Mr.
Under our ship management agreements with ITM, Konkar Agencies and Maritime we are required to pay for vessel operating expenses (which includes crewing, repairs and maintenance, insurance, stores, lube oils and communication expenses), and, for spot charters, Konkar Agencies and Maritime pay voyage expenses (which include bunker expenses, port fees, cargo loading and unloading expenses, canal tolls and agency fees).
Under our ship management agreements with ITM, Konkar Agencies and Maritime we are required to pay for vessel operating expenses (which includes crewing, repairs and maintenance, insurance, stores, lube oils and communication expenses), and, for spot voyage charters, Konkar Agencies and Maritime pay voyage expenses (which include bunker expenses, port fees, cargo loading and unloading expenses, canal tolls and agency fees).
We may fail to realize anticipated benefits, decrease our liquidity by using a significant portion of our available cash or borrowing capacity to finance vessel acquisitions, significantly increase our interest expense or financial leverage if we incur additional debt to finance vessel acquisitions, fail to integrate any acquired vessels or business successfully with our existing operations, accounting systems and infrastructure generally, incur assume unanticipated liabilities, capital expenditures, losses or costs associated or vessels acquired, or incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.
We may fail to realize anticipated benefits, decrease our liquidity by using a significant portion of our available cash or borrowing capacity to finance vessel acquisitions, significantly increase our interest expense or financial leverage if we incur additional debt to finance vessel acquisitions, fail to integrate any acquired vessels or business successfully with our existing operations, accounting systems and infrastructure generally, assume unanticipated liabilities, capital expenditures, losses or costs associated with vessels acquired, or incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.
However, effective August 7, 2024, Konkar Agencies, MIC and Mr. Valentis granted the Company a first right of refusal regarding potential vessel acquisitions and chartering opportunities. As a result of these relationships, when conflicts arise between the interests of Maritime and the interests of our other stockholders, Mr. Valentis may not be a disinterested director.
However, effective August 7, 2024, Konkar Agencies, MIC and Mr. Valentis granted the Company a right of first refusal regarding potential vessel acquisitions and chartering opportunities. As a result of these relationships, when conflicts arise between the interests of Maritime and the interests of our other stockholders, Mr. Valentis may not be a disinterested director.
Valentis, our Chairman and Chief Executive Officer, Mr. Lytras, our Chief Operating Officer and Secretary and Mr. Williams, our Chief Financial Officer, participate, and other of our senior officers which we may appoint in the future may also participate, in business activities not associated with us.
Mr. Valentis, our Chairman and Chief Executive Officer, Mr. Lytras, our Chief Operating Officer and Secretary and Mr. Williams, our Chief Financial Officer, participate, and other of our senior officers which we may appoint in the future may also participate, in business activities not associated with us.
Claims submitted to the association may include those incurred by members of the association, as well as claims submitted to the association from other protection and indemnity associations with which our association has entered into inter-association agreements. We cannot assure you that the associations to which we belong will remain viable.
Claims submitted to the association may include those incurred by members of the association, as well as claims submitted to the association from other protection and indemnity associations with which our association has entered into inter-association agreements. We cannot assure you that the associations to which we belong will remain viable.
We, indirectly through our technical managers, employ masters, officers and crews to operate our vessels, exposing us to the risk that industrial actions or other labor unrest may occur. A number of the officers on our vessels are from the Ukraine and Russia, which have been engaged in hostilities.
We, indirectly through our technical managers, employ masters, officers and crews to operate our vessels, exposing us to the risk that industrial actions or other labor unrest may occur. A number of the officers on our vessels are from Ukraine and Russia, which have been engaged in hostilities.
Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant portion of their original investment as the price per share has declined steadily as interest in those stocks have abated.
Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant portion of their original investment as the price per share has declined steadily as interest in those stocks has abated.
Investors may view our owning and operating in two different shipping sectors negatively, which may decrease the trading price of our securities. Since inception, we have operated in the product tanker sector; starting the fall of 2023 we entered into the dry-bulk sector.
Investors may view our owning and operating in two different shipping sectors negatively, which may decrease the trading price of our securities. Since inception, we have operated in the product tanker sector; starting in the fall of 2023 we entered into the dry-bulk sector.
The payment of common stock dividends would not be permitted if we are not in compliance with our loan agreements or in default of such agreements. If our common stock does not meet the Nasdaq’s minimum share price requirement, and if we cannot cure such deficiency within the prescribed timeframe, our common stock could be delisted.
The payment of common stock dividends would not be permitted if we are not in compliance with our loan agreements or in default of such agreements. If our common stock does not meet Nasdaq’s minimum share price requirement, and if we cannot cure such deficiency within the prescribed timeframe, our common stock could be delisted.
The United States has issued several Executive Orders that prohibit certain transactions related to Russia, including prohibitions on the importation of certain Russian energy products into the United States (including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal), and all new investments in Russia by U.S. persons, among other prohibitions and export controls, and has issued numerous determinations authorizing the imposition of sanctions on persons who operate or have operated in the energy, metals and mining, and marine sectors of the Russian Federation economy, among others.
The United States has issued several Executive Orders that prohibit certain transactions related to Russia, including prohibitions on the importation of certain Russian energy products into the United States (including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal), and all new investments in Russia by U.S. persons, among other prohibitions and export controls, and has issued numerous determinations authorizing the imposition of sanctions on persons who operate or have operated in the energy, metals and mining, and marine sectors of the Russian Federation economy, among other sectors.
Costs of compliance with these new rules and any further climate-related disclosure rules that are adopted in the future may be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position. 14 We may face increasing pressures from investors, lenders and other market participants, who are focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability.
Costs of compliance with these new rules and any further climate-related disclosure rules that are adopted in the future may be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position. 14 We may face pressures from investors, lenders and other market participants, who are focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability.
Any labor interruptions, including due to failure to successfully renegotiate collective bargaining employment agreements with the crew members on the vessels in our fleet, are not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect, could disrupt our operations and could adversely affect our business, results of operations and financial condition.
Any labor interruptions, including due to failure to successfully renegotiate collective bargaining employment agreements with the crew members on the vessels in our fleet, that are not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect, could disrupt our operations and could adversely affect our business, results of operations and financial condition.
If the Company is unable to adequately maintain or safeguard its vessels, it may be unable to prevent any such damage, costs, or loss which could negatively impact its business, results of operations and financial condition. Our revenues are derived substantially from two industry sectors where charter hire rates for product tankers and dry-bulk carriers are seasonal, cyclical and volatile.
If the Company is unable to adequately maintain or safeguard its vessels, it may be unable to prevent any such damage, costs, or loss which could negatively impact its business, results of operations and financial condition. 5 Our revenues are derived substantially from two industry sectors where charter hire rates for product tankers and dry-bulk carriers are seasonal, cyclical and volatile.
Conversely, if vessel values are elevated at a time when we wish to acquire additional vessels, the cost of acquisition may increase and this could adversely affect our business, results of operations, cash flow and financial condition. 27 We are dependent on the services of our founder and Chief Executive Officer and other members of our senior management team.
Conversely, if vessel values are elevated at a time when we wish to acquire additional vessels, the cost of acquisition may increase and this could adversely affect our business, results of operations, cash flow and financial condition. We are dependent on the services of our founder and Chief Executive Officer and other members of our senior management team.
As part of the charterparty agreement, each customer is responsible to promptly reimburse us for the voyage EUA which typically are not a major cost of the charter payment. We will be required to make substantial capital expenditures, for which we may be dependent on additional financing, to maintain the vessels we own or to acquire other vessels.
As part of the charterparty agreement, each customer is responsible to promptly reimburse us for the voyage EUA which typically are not a major cost of the charter payment. 23 We will be required to make substantial capital expenditures, for which we may be dependent on additional financing, to maintain the vessels we own or to acquire other vessels.
However, there is no assurance that any default of the Dryone loan or the Drythree loan would be quickly cured and such event could adversely affect our financial condition. As a result of the above, we may need to seek permission from our lenders in order to engage in some corporate actions.
However, there is no assurance that any default of the Dryone loan or the Drythree loan would be quickly cured and such event could adversely affect our financial condition. 34 As a result of the above, we may need to seek permission from our lenders in order to engage in some corporate actions.
Stockholder”), then we and one or more of our subsidiaries will be a controlled foreign corporation (or “CFC”) for U.S. federal income tax purposes. If we were treated as a CFC for any taxable year, our U.S. Stockholders may face adverse U.S. federal income tax consequences and information reporting obligations. See “Item 10. Additional Information – E. Taxation – U.S.
Stockholder”, then we and one or more of our subsidiaries will be a controlled foreign corporation, or CFC, for U.S. federal income tax purposes. If we were treated as a CFC for any taxable year, our U.S. Stockholders may face adverse U.S. federal income tax consequences and information reporting obligations. See “Item 10. Additional Information – E. Taxation – U.S.
The occurrence or continued occurrence of any of the foregoing events could have a material adverse effect on our business, results of operations, cash flows, financial condition and the value of our vessels. An over-supply of product tanker and dry-bulk capacity may lead to reductions in charter rates, vessel values and profitability.
The occurrence or continued occurrence of any of the foregoing events could have a material adverse effect on our business, results of operations, cash flows, financial condition and the value of our vessels. 8 An over-supply of product tanker and dry-bulk capacity may lead to reductions in charter rates, vessel values and profitability.
We may suffer labor disruptions if relationships deteriorate with the seafarers or the unions that represent them. A majority of the crew members on the vessels in our fleet that are under time or spot charters are employed under collective bargaining agreements. ITM and Konkar Agencies is a party to some of these collective bargaining agreements.
We may suffer labor disruptions if relationships deteriorate with the seafarers or the unions that represent them. A majority of the crew members on the vessels in our fleet that are under time or spot voyage charters are employed under collective bargaining agreements. ITM and Konkar Agencies is a party to some of these collective bargaining agreements.
These uncertainties could also adversely affect our ability to obtain any additional financing or, if we are able to obtain additional financing, to do so on terms favorable to us. As in the past, political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping.
These uncertainties could also adversely affect our ability to obtain any additional financing or, if we are able to obtain additional financing, to do so on terms less favorable to us. As in the past, political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping.
In addition, a company that does not meet the minimum bid price requirement and has conducted a reverse stock split, at any ratio, in the prior year will also be subject tot immediate initiation of delisting procedures. The new rules also eliminate a company’s ability to trade while appealing a delisting determination.
In addition, a company that does not meet the minimum bid price requirement and has conducted a reverse stock split, at any ratio, in the prior year will also be subject to immediate initiation of delisting procedures. The new rules also eliminate a company’s ability to trade while appealing a delisting determination.
If the Chinese government does not continue to pursue a policy of economic reform, the level of imports to and exports from China could be adversely affected, as well as by changes in political, economic and social conditions or other relevant policies of the Chinese government, such as changes in laws, regulations or export and import restrictions.
If the Chinese government does not continue to pursue a policy of economic reform, the level of imports to and exports from China could be adversely affected, as well as by changes in political, economic and social conditions or other relevant policies of the Chinese government, such as changes in and implementation of laws, regulations or export and import restrictions.
In these circumstances, we may also be forced to charter our vessels to less creditworthy charterers, either because the oil majors and other top tier charters will not charter older and less technologically advanced vessels or will only charter such vessels at lower contracted charter rates than we are able to obtain from these less creditworthy, second tier charterers.
In these circumstances, we may also be forced to charter our vessels to less creditworthy charterers, either because the oil majors and other top tier charterers will not charter older and less technologically advanced vessels or will only charter such vessels at lower contracted charter rates than we are able to obtain from these less creditworthy, second tier charterers.
Furthermore, if vessel values fall significantly, this could indicate a decrease in the recoverable amount for the vessel and may have a material adverse impact on its business, results of operations and financial condition. Restrictive covenants in our current and future loan agreements may impose financial and other restrictions on us.
Furthermore, if vessel values fall significantly, this could indicate a decrease in the recoverable amount for the vessel and may have a material adverse impact on its business, results of operations and financial condition. 33 Restrictive covenants in our current and future loan agreements may impose financial and other restrictions on us.
Therefore, it is possible that all of our assets and those of our subsidiaries could be subject to execution upon a judgment against us or any of our subsidiaries. 29 Maritime, ITM and Konkar Agencies are privately held companies and there is little or no publicly available information about them.
Therefore, it is possible that all of our assets and those of our subsidiaries could be subject to execution upon a judgment against us or any of our subsidiaries. Maritime, ITM and Konkar Agencies are privately held companies and there is little or no publicly available information about them.
Further, effective as of February 27, 2025, the United States has also prohibited the provision of petroleum services by U.S. persons to persons located in Russia. An exception exists for the provision of petroleum services in certain specified circumstances, including for the provision of services for products purchased at or below the aforementioned price caps.
Effective as of February 27, 2025, the United States has also prohibited the provision of petroleum services by U.S. persons to persons located in Russia. An exception exists for the provision of petroleum services in certain specified circumstances, including for the provision of services for products purchased at or below the aforementioned price caps.
Revenue generation and strategic growth opportunities may also be adversely affected. Expanding climate related regulations have required us to modify our procedures to capture more relevant vessel performance and emissions data, including GHG, which has nominally increased administrative time and costs.
Revenue generation and strategic growth opportunities may also be adversely affected. 18 Expanding climate related regulations have required us to modify our procedures to capture more relevant vessel performance and emissions data, including GHG, which has nominally increased administrative time and costs.
Maintenance capital expenditures include dry-docking expenses, modification of existing vessels or acquisitions of new vessels to the extent these expenditures are incurred to maintain the operating capacity of our fleet. 22 In addition, we expect to incur significant maintenance costs for our current and any newly-acquired vessels.
Maintenance capital expenditures include dry-docking expenses, modification of existing vessels or acquisitions of new vessels to the extent these expenditures are incurred to maintain the operating capacity of our fleet. In addition, we expect to incur significant maintenance costs for our current and any newly-acquired vessels.
In particular, our ability to generate steady cash flow will depend on our ability to secure charters at acceptable rates. Our ability to renew our existing charters or obtain new charters at acceptable rates or at all will depend on the prevailing economic and competitive conditions. Amounts borrowed under our bank loan agreements bear interest at variable rates.
In particular, our ability to generate steady cash flow will depend on our ability to secure charters at acceptable rates. Our ability to renew our existing charters or obtain new charters at acceptable rates or at all will depend on the prevailing economic and competitive conditions. 32 Amounts borrowed under our bank loan agreements bear interest at variable rates.
In the past, political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region, the Black Sea in connection with the ongoing Ukraine War and in the Red Sea in connection with the Middle East conflicts.
In the past, political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region, the Black Sea in connection with the ongoing Ukraine War and in the Red Sea in connection with the Middle East armed conflicts.
There were no impairment losses recorded in 2023 related to the sales of vessels and no vessel sales occurred in 2024. The carrying values of our vessels are reviewed quarterly or whenever events or changes in circumstances indicate that the carrying amount of the vessel may no longer be recoverable.
There were no impairment losses recorded in 2023 related to the sales of vessels and no vessel sales occurred in 2024 and 2025. The carrying values of our vessels are reviewed quarterly or whenever events or changes in circumstances indicate that the carrying amount of the vessel may no longer be recoverable.
In addition, the loan agreements generally contain covenants requiring us, among other things, to ensure that: ● we maintain minimum liquidity cash balances for each vessel borrowers Our required minimum cash balance as of December 31, 2023 and 2024 was $1.8 million and $1.35 million, respectively; In the case of the Piraeus Facilities, maintain at least a) $2 million of cash on consolidated basis or b) 3% of consolidated debt. ● the fair market value of the mortgaged vessel plus any additional collateral must be no less than a certain percentage, ranging from 125% to 130%, of outstanding borrowings under the applicable loan agreement, less, in certain loan agreements, any money in respect of the principal outstanding with the credit of any applicable retention account and any free or pledged cash deposits held with the lender in our or its subsidiary’s name; ● in the case of the Piraeus Facilities, we maintain consolidated leverage of less than 75% of total liabilities less cash and the Promissory Note in relation to fair market value of adjusted total assets; and ● we maintain vessel insurances of the higher of market value or at least 120% of the outstanding balance of the individual Alpha Facilities and at least 110% of the individual Piraeus Facilities.
In addition, the loan agreements generally contain covenants requiring us, among other things, to ensure that: ● we maintain minimum liquidity cash balances for each vessel borrowers Our required minimum cash balance as of December 31, 2024 and 2025 was $1.35 million and $1.35 million, respectively; In the case of the Piraeus Facilities, maintain at least a) $2 million of cash on consolidated basis or b) 3% of consolidated debt. ● the fair market value of the mortgaged vessel plus any additional collateral must be no less than a certain percentage, ranging from 125% to 130%, of outstanding borrowings under the applicable loan agreement, less, in certain loan agreements, any money in respect of the principal outstanding with the credit of any applicable retention account and any free or pledged cash deposits held with the lender in our or its subsidiary’s name; ● in the case of the Piraeus Facilities, we maintain consolidated leverage of less than 75% of total liabilities less cash and the Promissory Note in relation to fair market value of adjusted total assets; and ● we maintain vessel insurances of the higher of market value or at least 120% of the outstanding balance of the individual Alpha Facilities and at least 110% of the individual Piraeus Facilities.
In September, 2023, we closed the $6.8 million equity investment in an operating joint venture to purchase the dry-bulk carrier “ Konkar Ormi ”. We own 60% of this joint venture in which the balance is owned by an entity related to Mr. Valentis.
In September, 2023, we closed the $6.8 million equity investment in an operating joint venture to purchase the dry-bulk carrier Konkar Ormi . We own 60% of this joint venture in which the balance is owned by an entity related to Mr. Valentis.
It is possible that changes to inspection procedures could impose additional financial and legal obligations on us, could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical.
It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical.
Our ability to compete for and enter into new period time and spot charters and to expand our relationships with our existing charterers will depend largely on our relationship with ITM, Maritime and Konkar Agencies, and their respective reputation and relationships in the shipping industry.
Our ability to compete for and enter into new period time and spot voyage charters and to expand our relationships with our existing charterers will depend largely on our relationship with ITM, Maritime and Konkar Agencies, and their respective reputation and relationships in the shipping industry.
In addition to the above, the market price for our common shares may be influenced by many other factors, including the following: ● investor reaction to our business strategy as mixed fleet operator; ● actual or anticipated fluctuations in our periodic results and those of other public companies in the shipping industry; ● changes in market valuations of similar companies and stock market price and volume fluctuations generally; ● speculation in the press or investment community, including on-line newsletters, trading platforms and chat-rooms, about our business, other publicly U.S. traded small Greek shipping companies or the shipping industry generally; ● chartering environment, vessel values and conditions in the shipping industry; ● our continued compliance with the Nasdaq listing standards; ● regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to our industry; ● introduction of new technology by the Company or its competitors; ● commodity prices, including prices of oil and certain refined petroleum products; ● the ability or willingness of OPEC to set and maintain production levels for oil; ● oil and gas production levels by non-OPEC countries; ● variations or fluctuations in our financial results or those of companies that are perceived to be similar to us; ● our ability or inability to raise additional capital and the terms on which we raise it; ● sales by existing stockholders of large numbers of shares of our common stock, including our affiliate Maritime Investors, or as a result of the perception that such sales may occur; ● mergers and strategic alliances in the shipping industry; ● declines in the market prices of stocks generally; ● the general state of the securities market, especially U.S. listed small and micro-cap equities; ● the failure of securities analysts to publish research about us, or shortfalls in our operating results compared to levels forecast by securities analysts; ● lower trading market for our common stock, which is somewhat illiquid; ● share re-purchases by us on our authorized buy-back program; ● additions or departures of key personnel; ● general economic, industry and market conditions; and ● other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, government sanctions, public health issues including health epidemics or pandemics, adverse weather and climate conditions, such as the transit restrictions at the Panama Canal in 2023 and 2024 caused by extended severe drought conditions, could disrupt our operations or result in political or economic instability.
In addition to the above, the market price for our common shares may be influenced by many other factors, including the following: ● investor reaction to our business strategy as a mixed fleet operator; ● actual or anticipated fluctuations in our periodic results and those of other public companies in the shipping industry; ● changes in market valuations of similar companies and stock market price and volume fluctuations generally; ● speculation in the press or investment community, including on-line newsletters, trading platforms and chat-rooms, about our business, other publicly U.S. traded small Greek shipping companies or the shipping industry generally; ● chartering environment, vessel values and conditions in the shipping industry; ● our continued compliance with the Nasdaq listing standards; ● regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to our industry; ● introduction of new technology by the Company or its competitors; ● commodity prices, including prices of oil and certain refined petroleum products; ● the ability or willingness of OPEC to set and maintain production levels for oil; ● oil and gas production levels by non-OPEC countries; ● variations or fluctuations in our financial results or those of companies that are perceived to be similar to us; ● our ability or inability to raise additional capital and the terms on which we raise it; ● sales by existing stockholders of large numbers of shares of our common stock, including our affiliate Maritime Investors, or as a result of the perception that such sales may occur; ● mergers and strategic alliances in the shipping industry; ● declines in the market prices of stocks generally; ● the general state of the securities market, especially U.S. listed small and micro-cap equities; ● the failure of securities analysts to publish research about us, or shortfalls in our operating results compared to levels forecast by securities analysts; ● lower trading market for our common stock, which is somewhat illiquid; ● share re-purchases by us on our authorized buy-back program; ● additions or departures of key personnel; ● general economic, industry and market conditions; and ● other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, government sanctions, public health issues including health epidemics or pandemics, adverse weather and climate conditions, such as the transit restrictions at the Panama Canal in 2023 and 2024 caused by extended severe drought conditions, could disrupt our operations or result in political or economic instability. 36 These market and industry factors may materially reduce the market price of shares of our common stock, regardless of our operating performance.
A change of technical manager may require approval by certain customers of ours for employment of a vessel and approval from our lenders. Moreover, Konkar Agencies provides a guarantee for 40% of the loans provided by Pireaus Bank for our vessels “ Konkar Ormi ” and the “ Konkar Venture ”.
A change of technical manager may require approval by certain customers of ours for employment of a vessel and approval from our lenders. Moreover, Konkar Agencies provides a guarantee for 40% of the loans provided by Pireaus Bank for our vessels Konkar Ormi and the Konkar Venture .
Similarly, on June 28, 2024, we entered into a second JV Agreement with Futurebulk Corp., an entity owned by Mr. Valentios (“Eddie”) Valentis, our Chairman & CEO, to acquire the Kamsarmax vessel, the “ Konkar Venture ”.
Similarly, on June 28, 2024, we entered into a second JV Agreement with Futurebulk Corp., an entity owned by Mr. Valentios (“Eddie”) Valentis, our Chairman & CEO, to acquire the Kamsarmax vessel, Konkar Venture .
Should the carrying value plus the unamortized dry-dock and survey balance of the vessel exceed its estimated future undiscounted net operating cash flows, impairment is measured based on the excess of the carrying amount over the fair market value of the asset.
Should the carrying value plus the unamortized dry-dock and survey balance of a vessel exceed its estimated future undiscounted net operating cash flows, impairment is measured based on the excess of the carrying amount over the fair market value of the asset.
Government regulation of the shipping industry, particularly as it may relate to safety, ship recycling requirements, greenhouse gas (“GHG”) emissions and climate change, and other environmental matters, can be expected to become stricter in the future, and may require us to incur significant capital expenditures on our vessels to keep them in compliance, may require us to scrap or sell certain vessels altogether, may reduce the residual value we receive if a vessel is scrapped, and may generally increase our compliance costs.
Government regulation of the shipping industry, particularly as it may relate to safety, ship recycling requirements, greenhouse gas, or GHG, emissions and climate change, and other environmental matters, can be expected to become stricter in the future, and may require us to incur significant capital expenditures on our vessels to keep them in compliance, may require us to scrap or sell certain vessels altogether, may reduce the residual value we receive if a vessel is scrapped, and may generally increase our compliance costs.
It is unknown whether and to what extent new tariffs (or other new laws or regulations) will be adopted, or the effect that any such actions would have on us or our industry.
It is unknown whether and to what extent new and supplemental tariffs (or other new laws or regulations) will be adopted, or the effect that any such actions would have on us or our industry.
Delayed rotation of crew may adversely affect the mental and physical health of our crew and the safe operation of our vessels as a consequence. 11 Changes in fuel, or bunkers, prices may adversely affect results of operations.
Delayed rotation of crew may adversely affect the mental and physical health of our crew and the safe operation of our vessels as a consequence. Changes in fuel, or bunkers, prices may adversely affect results of operations.
Furthermore, over the last 12 years, a number of vessel owners have ordered and taken delivery of so-called “eco-efficient” vessel designs, which offer significant bunker savings as compared to older designs. Further advancement in these designs of younger vessels could reduce demand for our older eco-efficient ships and expose us to lower vessel utilization and/or decreased charter rates.
Furthermore, over the last 13 years, a number of vessel owners have ordered and taken delivery of so-called “eco-efficient” vessel designs, which offer significant bunker savings as compared to older designs. Further advancement in these designs of younger vessels could reduce demand for our older eco-efficient ships and expose us to lower vessel utilization and/or decreased charter rates.
Additionally, recently, securities of certain companies have experienced significant and extreme volatility in stock price due short sellers of shares of common shares, known as a “short squeeze”.
Additionally, recently, securities of certain companies have experienced significant and extreme volatility in stock price due to short sellers of shares of common shares, known as a “short squeeze”.
However, if the price of our common stock closes below $1.00 for 30 consecutive days, and if we cannot cure that deficiency within the required timeframe, or if we complete reverse stock split in the future and thereafter lose compliance with the minimum price requirement, then Nasdaq could initiate delisting procedures for our common stock and our stock will not be tradeable during our appeal of a delisting determination.
However, if the price of our common stock closes below $1.00 for 30 consecutive days, and if we cannot cure that deficiency within the required timeframe, or if we complete reverse stock split in the future and thereafter lose compliance with the minimum price requirement, then Nasdaq could initiate delisting procedures for our common stock and our stock will not be tradable during our appeal of a delisting determination.
We do not intend to pay cash dividends on our common stock in the near future, and we will make dividend payments to our stockholders in the future only if our board of directors (our “Board of Directors”), acting in its sole discretion, determines that such payments would be in our best interest and in compliance with relevant legal, fiduciary and contractual requirements.
We do not intend to pay cash dividends on our common stock in the near future, and we will make dividend payments to our stockholders in the future only if our board of directors, our Board of Directors, acting in its sole discretion, determines that such payments would be in our best interest and in compliance with relevant legal, fiduciary and contractual requirements.
These factors, combined with volatile oil prices, declining business and consumer confidence, may create fears of a possible economic recession. Domestic and international equity markets continue to experience heightened volatility. A weakness in the global economy may cause a decrease in worldwide demand for certain goods and, thus, shipping.
These factors, combined with volatile oil prices, rising unemployment, declining business and consumer confidence, may create fears of a possible economic recession. Domestic and international equity markets continue to experience heightened volatility. A weakness in the global economy may cause a decrease in worldwide demand for certain goods and, thus, shipping.
To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any member of the vessels’ crew, we may face governmental or other regulatory claims or penalties which could have an adverse effect on our reputational, our business, results of operations and financial condition.
To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any member of the vessels’ crew, we may face governmental or other regulatory claims or penalties which could have an adverse effect on our reputation, our business, results of operations and financial condition.
Maritime will effectively control all of our corporate decisions so long as they continue to own a substantial number of shares of our common stock. Several of our senior executive officers do not, and certain of our officers in the future may not, devote all of their time to our business, which may hinder our ability to operate successfully. Mr.
Maritime will effectively control all of our corporate decisions so long as they continue to own a substantial number of shares of our common stock. 29 Several of our senior executive officers do not, and certain of our officers in the future may not, devote all of their time to our business, which may hinder our ability to operate successfully.
In the case of an event of default under the Dryone or Drythree loan agreements and the guarantees are call upon by the lender, Piraeus Bank, each party has to pay its pro-rata portion of such demand payment. If we do not, Konkar Agencies is responsible for 100% of such demand payment to the bank.
In the case of an event of default under the Dryone or Drythree loan agreements and the guarantees are called upon by the lender, Piraeus Bank, each party has to pay its pro-rata portion of such demand payment. If we do not, Konkar Agencies is responsible for 100% of such demand payment to the bank.
Sanctions and embargo laws and regulations vary in their application, and by jurisdiction, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or expanded over time. The U.S., U.K., and EU have enacted new sanctions programs in recent years.
Sanctions and embargo laws and regulations vary in their application, and by jurisdiction, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or expanded over time. The U.S., U.K, and E.U. have enacted new sanctions programs in recent years.
As a result of these risks, we could sustain significant losses, which could have a material adverse effect on our business, results of operations and financial condition. 21 We depend on ITM, Maritime and Konkar Agencies to operate our business and our business could be harmed if they fail to perform their services and responsibilities satisfactorily.
As a result of these risks, we could sustain significant losses, which could have a material adverse effect on our business, results of operations and financial condition. 22 We depend on ITM, Maritime and Konkar Agencies to operate our business and our business could be harmed if they fail to perform their services and responsibilities satisfactorily.
As a limited guarantor of the Dryone and Drythree loans, we are required to maintain the ratio not to exceed 75% of our total liabilities (exclusive of the Promissory Note) to market adjusted total assets. As of December 31, 2024, the requirement was met as such ratio was 40%, or 35% lower than the required threshold.
As a limited guarantor of the Dryone and Drythree loans, we are required to maintain the ratio not to exceed 75% of our total liabilities (exclusive of the Promissory Note) to market adjusted total assets. As of December 31, 2025, the requirement was met as such ratio was 40%, or 35% lower than the required threshold.
If we are unable to obtain funds from our subsidiaries, we will not be able to fund our liquidity needs or pay dividends in the future unless we obtain funds from other sources, which we may not be able to do. 37 We do not intend to pay common stock cash dividends in the near future and cannot assure you that we will ever pay common stock dividends.
If we are unable to obtain funds from our subsidiaries, we will not be able to fund our liquidity needs or pay dividends in the future unless we obtain funds from other sources, which we may not be able to do. 38 We do not intend to pay common stock cash dividends in the near future and cannot assure you that we will ever pay common stock dividends.
If (a) the supply of scrubber-fitted tankers increases, (b) the differential between the cost of HSFO and LSFO is high and (c) charterers prefer such vessels over our product tankers, demand for our vessels may be reduced and our ability to re-charter our vessels at competitive rates may be impaired.
If (a) the supply of scrubber-fitted tankers increases, (b) the differential between the cost of HSFO and LSFO is high, and (c) charterers prefer such vessels over our product tankers and dry-bulk vessels, demand for our vessels may be reduced and our ability to re-charter our vessels at competitive rates may be impaired.
All the share and per share information for all periods presented herein has been adjusted to reflect the one for four Reverse Stock Split. 38 A continued decline in the closing price of our common shares on Nasdaq could result in suspension or delisting procedures in respect of our common shares.
All the share and per share information for all periods presented herein has been adjusted to reflect the one for four Reverse Stock Split. 39 A continued decline in the closing price of our common shares on Nasdaq could result in suspension or delisting procedures in respect of our common shares.
The continuing threat of terrorist attacks around the world, as well as the frequent incidents of terrorism in the Middle East, and the continuing response of the United States and others to these attacks, as well as the threat of future terrorist attacks around the world, continue to cause uncertainty in the world’s financial markets and may affect our business, operating results and financial condition.
The continuing threat of terrorist attacks around the world, as well as the frequent incidents of terrorism and ongoing conflict in the Middle East, and the continuing response of the United States and others to these attacks, as well as the threat of future terrorist attacks around the world, continue to cause uncertainty in the world’s financial markets and may affect our business, operating results and financial condition.
The projection of future cash flows related to the vessels is complex and requires the Company to make various estimates including future freight rates, residual values, future dry-dockings and operating costs, which are included in the analysis. All of these items have been historically volatile.
The projection of future cash flows related to the vessels is complex and requires the Company to make various estimates including future charter rates, residual values, future dry-dockings and operating costs, which are included in the analysis. All of these items have been historically volatile.
The market prices of secondhand vessels also tend to fluctuate with changes in charter rates and the cost of newbuild vessels, and if we sell the vessels, the sales prices may not equal and could be less than their carrying values at that time.
The market prices of secondhand vessels also tend to fluctuate with changes in charter rates and the cost of newbuild vessels, and if we sell the vessels, the sale prices may not equal and could be less than their carrying values at that time.
Typically, we fix the interest rates for our SOFR borrowings for a period of one, three or six months.
Typically, we fix the interest rates for our SOFR borrowings for a period of one or three months.
As a Marshall Islands corporation and with some of our subsidiaries being Marshall Islands entities and also having subsidiaries in other offshore jurisdictions, our operations may be subject to economic substance requirements, which could impact our business. We are a Marshall Islands corporation and some of our subsidiaries are Marshall Islands entities.
As a Marshall Islands corporation and with most of our subsidiaries being Marshall Islands entities and also having subsidiaries in other offshore jurisdictions, our operations may be subject to economic substance requirements, which could impact our business. We are a Marshall Islands corporation and most of our subsidiaries are Marshall Islands entities.
Although we intend to maintain compliance with all applicable sanctions and embargo laws, and we endeavor to take steps designed to mitigate such risks, it is possible that, in the future, our vessels may call on ports in countries or territories that are the subject of country-wide or territory-wide comprehensive sanctions and/or embargoes imposed by the U.S. government or other applicable governmental authorities (“Sanctioned Jurisdictions”), or engage in other such transactions or dealings that would be violative of applicable sanctions, on charterers’ instructions and/or without our consent.
Although we intend to maintain compliance with all applicable sanctions and embargo laws, and we endeavor to take steps designed to mitigate such risks, it is possible that, in the future, our vessels may call on ports in countries or territories that are the subject of country-wide or territory-wide comprehensive sanctions and/or embargoes imposed by the U.S. government or other applicable governmental authorities, or Sanctioned Jurisdictions, or engage in other such transactions or dealings that would be violative of applicable sanctions, on charterers’ instructions and/or without our consent.
Risks Related to our Indebtedness We may not be able to generate sufficient cash flow to meet our debt service and other obligations; Market values of our vessels may decline which could breach covenants in our loans.
Cybersecurity.” Risks Related to Our Indebtedness We may not be able to generate sufficient cash flow to meet our debt service and other obligations; Market values of our vessels may decline which could breach covenants in our loans.
Additional vessels of the age and quality we desire may not be available for purchase at prices we are prepared to pay or at delivery times acceptable to us, and we may not be able to dispose of vessels at reasonable prices, if at all.
Additionally, vessels of the age and quality we desire may not be available for purchase at prices we are prepared to pay or at delivery times acceptable to us, and we may not be able to dispose of vessels at reasonable prices, if at all.
If the Internal Revenue Service (the “IRS”), or other taxing authorities disagree with the positions the Company has taken on the tax returns of its subsidiaries, the Company could face additional tax liability, including interest and penalties.
If the Internal Revenue Service, or the IRS, or other taxing authorities disagree with the positions the Company has taken on the tax returns of its subsidiaries, the Company could face additional tax liability, including interest and penalties.
The loss of revenues while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may be material. In addition, the Company may be unable to find space at a suitable drydocking facility or its vessels may be forced to travel to a drydocking facility that is not conveniently located to the vessels’ positions.
The loss of revenues while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may be material. In addition, the Company may be unable to find space at a suitable dry-docking facility or its vessels may be forced to travel to a dry-docking facility that is not conveniently located to the vessels’ positions.
Current or future counterparties of ours may be affiliated with persons or entities that are, or may be in the future, the subject of sanctions or embargoes imposed by the U.S., the U.K., the EU, and/or other international bodies.
Current or future counterparties of ours may be affiliated with persons or entities that are, or may be in the future, the subject of sanctions or embargoes imposed by the U.S., the U.K, the E.U., and/or other international bodies.
Costs of compliance with these regulatory changes may be significant and may have a material adverse effect on our future performance, results of operation, cash flows and financial position. On November 13, 2021, the Glasgow Climate Pact was announced following discussions at the 2021 United Nations Climate Change Conference (“COP26”).
Costs of compliance with these regulatory changes may be significant and may have a material adverse effect on our future performance, results of operation, cash flows and financial position. On November 13, 2021, the Glasgow Climate Pact was announced following discussions at the 2021 United Nations Climate Change Conference, or COP26.
Business Overview – Environmental and Other Regulations in the Shipping Industry.” A shift in consumer demand from oil products towards other energy sources or changes to trade patterns for refined petroleum products may have a material adverse effect on our business. The majority of our revenues and earnings are related to the oil industry.
Business Overview – Environmental and Other Regulations in the Shipping Industry.” A shift in consumer demand from oil products towards other energy sources, growth in electric vehicles or changes to trade patterns for refined petroleum products may have a material adverse effect on our business. The majority of our revenues and earnings are related to the oil industry.
In addition to the quality, age and suitability of the vessel, longer term charters tend to be awarded based upon a variety of other factors relating to the vessel operator, including: ● office assessments and audits of the vessel operator; ● the operator’s environmental, health and safety record; ● compliance with heightened industry standards that have been set by several oil companies and other charterers; ● compliance with the standards of the IMO and periodic reporting of vessel emissions; ● compliance with several oil companies and other charterers’ codes of conduct, policies and guidelines, including transparency, anti-bribery and ethical requirements and relationships with third-parties; ● shipping industry relationships, reputation for customer service, technical and operating expertise and safety record; ● shipping experience and quality of ship operations, including cost-effectiveness; ● recent cargo reports and supporting documentation in compliance with established sanctions; ● quality, experience and technical capability of crews; ● the ability to finance vessels at competitive rates and overall financial stability; ● relationships with shipyards and the ability to obtain suitable berths with on-time delivery of new vessels according to customer’s specifications; ● willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and ● competitiveness of the bid in terms of overall price.
In addition to the quality, age, location, fuel consumption, recent cargoes, and suitability of the vessel, contracts and longer term charters tend to be awarded based upon a variety of other factors relating to the vessel operator, including: ● office assessments and audits of the vessel operator; ● the operator’s environmental, health and safety record; ● compliance with heightened industry standards that have been set by several oil companies and other charterers; ● compliance with the standards of the IMO and periodic reporting of vessel emissions; ● compliance with several oil companies and other charterers’ codes of conduct, policies and guidelines, including transparency, anti-bribery and ethical requirements and relationships with third-parties; 21 ● shipping industry relationships, reputation for customer service, technical and operating expertise and safety record; ● shipping experience and quality of ship operations, including cost-effectiveness; ● recent cargo reports and supporting documentation in compliance with established sanctions; ● quality, experience and technical capability of crews; ● the ability to finance vessels at competitive rates and overall financial stability; ● relationships with shipyards and the ability to obtain suitable berths with on-time delivery of new vessels according to customer’s specifications; ● construction management experience, including the ability to procure on-time delivery of new vessels according to customer specifications; ● willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and ● competitiveness of the bid in terms of overall price.
EU Finance ministers rate jurisdictions for tax rates and tax transparency, governance and real economic activity. Countries that are viewed by such finance ministers as not adequately cooperating, including by not implementing sufficient standards in respect of the foregoing, may be put on a “grey list” or a “blacklist”.
The E.U. Finance ministers rate jurisdictions for tax rates and tax transparency, governance and real economic activity. Countries that are viewed by such finance ministers as not adequately cooperating, including by not implementing sufficient standards in respect of the foregoing, may be put on a “grey list” or a “blacklist”.
Vessels damaged due to treatment during discharging procedures may affect a vessel’s seaworthiness while at sea. Hull fractures in dry-bulk carrier may lead to the flooding of the vessels’ holds.
Vessels damaged due to treatment during discharging procedures may affect a vessel’s seaworthiness while at sea. Hull fractures in dry-bulk carriers may lead to the flooding of the vessels’ holds.
The product tanker and dry-bulk markets are highly fragmented, with many charterers, owners and operators of vessels, and the transportation of refined petroleum products and dry-bulk commodities is characterized by intense competition.
The product tanker and dry-bulk markets are capital intensive and highly fragmented, with many charterers, owners and operators of vessels, and the transportation of refined petroleum products and dry-bulk commodities is characterized by intense competition.
Under the Internal Revenue Code of 1986, as amended (the “Code”), 50% of the gross shipping income of a vessel-owning or chartering corporation (or “shipping income”) that is attributable to voyages that either begin or end in the United States is characterized as “U.S.-source shipping income” and such income is generally subject to a 4% U.S. federal income tax (on a gross basis) unless that corporation qualifies for exemption from tax under Section 883 of the Code or under an applicable U.S. income tax treaty.
Under the Internal Revenue Code of 1986, as amended, or the Code, 50% of the gross shipping income of a vessel-owning or chartering corporation, or shipping income, that is attributable to voyages that either begin or end in the United States is characterized as “US-source shipping income” and such income is generally subject to a 4% U.S. federal income tax (on a gross basis) unless that corporation qualifies for exemption from tax under Section 883 of the Code or under an applicable U.S. income tax treaty.
We invested $7.3 million (60%) of the $13.2 million of initial cash equity of Drythree Corp. in combination with $16.5 million of secured bank debt and the issuance of $1.5 million of restricted common shares of the Company to purchase the vessel, pay transaction costs and provide for vessel working capital.
We invested $7.3 million (60%) of the $13.2 million of initial cash equity of Drythree Corp. in combination with $16.5 million of secured bank debt and the issuance of $1.4 million of restricted common shares of the Company valued at $1.5 million to purchase the vessel, pay transaction costs and provide for vessel working capital.
Before making an investment in our securities, you should carefully consider the risks described below, as well as other information included or incorporated by reference in this Annual report before deciding to invest in our securities. The summary of risk factors below is qualified in its entirety by the more fulsome risk factors that follow.
Before making an investment in our securities, you should carefully consider the risks described below, as well as other information included or incorporated by reference in this Annual Report. The summary of risk factors below is qualified in its entirety by the more fulsome risk factors that follow.
The loss of earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities may also be material. Further, the total loss of any of the Company’s vessels could harm its reputation as a safe and reliable vessel owner and operator.
The loss of earnings while these vessels are forced to wait for space or to travel to more distant dry-docking facilities may also be material. Further, the total loss of any of the Company’s vessels could harm its reputation as a safe and reliable vessel owner and operator.
These security procedures can result in delays in the loading, offloading or trans-shipment and the levying of customs duties, fines or other penalties against exporters or importers and, in some cases, carriers. Future changes to the existing security procedures may be implemented that could affect the dry bulk sector.
Inspection procedures may result in delays in the loading, offloading or trans-shipment and the levying of customs duties, fines or other penalties against exporters or importers and, in some cases, carriers. Future changes to the existing security procedures may be implemented that could affect the dry bulk sector.
In particular, IMO’s Marine Environmental Protection Committee (“MEPC”) 73, amendments to Annex VI prohibiting the carriage of bunkers above 0.5% sulfur on ships took effect March 1, 2020 and may cause us to incur substantial costs.
In particular, IMO’s Marine Environmental Protection Committee, or MEPC 73, amendments to Annex VI prohibiting the carriage of bunkers above 0.5% sulfur on ships took effect March 1, 2020, and may cause us to incur substantial costs.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeThese tables present gross rates in U.S.$ and do not reflect any commissions payable. 2. “Pyxis Lamda” is fixed on a time charter for 6 months +30/-15 days, at $20,000 per day. 3. “Pyxis Theta” is fixed on a time charter for 12 months +/- 30 days, at $22,000 per day. 4.
Biggest changeKorea MR2 46,652 2013 Time 19,500 Aug 2026 148,592 Dry-bulk fleet Konkar Ormi (5) SKD / Japan Ultramax 63,520 2016 Time 16,000 Apr 2026 Konkar Asteri (6) JNYS / China Kamsarmax 82,013 2015 Time 20,500 May 2026 Konkar Venture (7) JNYS / China Kamsarmax 82,099 2015 Time 16,800 Apr 2026 227,632 1) These tables present gross rates in U.S.$ and do not reflect any commissions payable. 2) “Pyxis Lamda” is fixed on a time charter for 12 months -40/+60 days, at $23,000 per day. 3) “Pyxis Theta” is fixed on a time charter for 18 months -30/+30 days, at $35,000 per day for the first two months and $23,750 thereafter. 4) “Pyxis Karteria” is fixed on a time charter for 12 months -30/+60 days, at $19,500 per day. 5) “Konkar Ormi” is fixed on a time charter for 55–65 days, at $16,000 per day. 6) “Konkar Asteri” is fixed on a time charter for 55–65 days, at $20,500 per day. 7) “Konkar Venture” is fixed on a time charter for 90–100 days, at $16,800 per day. * SPP: is SPP Shipbuilding Co., Ltd.
In addition, a time charter may include a profit share component, which would enable us to participate in increased profits in the event rates increase above the specified daily rate. ● Spot charters: A spot charter is a contract to carry a specific cargo for a single voyage.
In addition, a time charter may include a profit share component, which would enable us to participate in increased profits in the event rates increase above the specified daily rate. ● Spot voyage charters: A spot voyage charter is a contract to carry a specific cargo for a single voyage.
We have entered into a contract with Maritime to provide commercial, sale and purchase, and other operations and maintenance services to our MRs and Konkar Agencies for the dry-bulk carriers. Our vessel-owning subsidiaries have contracted with ITM, a third party technical manager and subsidiary of V.
We have entered into a contract with Maritime to provide commercial, sale and purchase, and other operations and maintenance services to our MRs and with Konkar Agencies for the dry-bulk carriers. Our vessel-owning subsidiaries have contracted with ITM, a third party technical manager and subsidiary of V.
Further, certain major geopolitical events, such as the Ukraine War and the Middle East conflicts, as well as unusual weather disturbances, such as, the severe drought which effected transits through the Panama Canal during 2023-24, have increased vessel ton-miles within our sectors which led to further improvement in chartering activity.
Further, certain major geopolitical events, such as the Ukraine War and the Middle East conflicts, as well as unusual weather disturbances, such as, the severe drought which effected transits through the Panama Canal during 2023-24, have increased vessel ton-miles within our sectors which led to improvement in chartering activity.
The table below sets forth the basic distinctions between these types of charters: Time Charter Spot Charters Typical contract length Typically, three months - five years or more Indefinite but typically less than three months Basis on which charter rate is paid Per day Per ton, typically Voyage expenses Charterer pays We pay Vessel operating costs (1) We pay We pay Off-hire (2) We pay We pay (1) We are responsible for vessel operating costs, which include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses and the commercial and technical management fees payable to our ship managers.
The table below sets forth the basic distinctions between these types of charters: Time Charter Spot Voyage Charters Typical contract length Typically, two months - five years or more Indefinite but typically less than three months Basis on which charter rate is paid Per day Per ton, typically Voyage expenses Charterer pays We pay Vessel operating costs (1) We pay We pay Off-hire (2) We pay We pay (1) We are responsible for vessel operating costs, which include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses and the commercial and technical management fees payable to our ship managers.
All of our vessels are in possession of a CLC State issued certificate attesting that the required insurance coverage is in force. The IMO also adopted the Bunker Convention to impose strict liability on ship owners (including the registered owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel.
All of our vessels are in possession of a CLC State issued certificate attesting that the required insurance coverage is in force. 65 The IMO also adopted the Bunker Convention to impose strict liability on ship owners (including the registered owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel.
All of our vessels in the product tanker fleet are eco-efficient designed MR tankers, each of which has IMO certifications and is capable of transporting refined petroleum products, such as naphtha, gasoline, jet fuel, kerosene, diesel and fuel oil, as well as other liquid bulk items, such as vegetable oils and organic chemicals.
All of our vessels in the product tanker fleet are eco-efficient MR tankers, each of which has IMO certifications and is capable of transporting refined petroleum products, such as naphtha, gasoline, jet fuel, kerosene, diesel and fuel oil, as well as other liquid bulk items, such as vegetable oils and organic chemicals.
We believe that both ITM and Konkar Agencies have strong reputations for providing high quality technical vessel services, including expertise in efficiently managing tankers and dry-bulk carriers, respectively. 44 In the future, we may also place one or more of our vessels in pooling arrangements or on bareboat charters: ● Pooling Arrangements.
We believe that both ITM and Konkar Agencies have strong reputations for providing high quality technical vessel services, including expertise in efficiently managing tankers and dry-bulk carriers, respectively. In the future, we may also place one or more of our vessels in pooling arrangements or on bareboat charters: ● Pooling Arrangements.
Additionally, we expect to continue our recent expansion into the dry-bulk sector by looking to acquire more modern mid-sized eco-carriers from 46- 84 K dwt. Carriers of this size are considered the workhorse for the dry-bulk sector due to the operating flexibility, breathe of ports. loading/discharge capabilities and diversity of cargos.
Additionally, we expect to continue our expansion into the dry-bulk sector by looking to acquire more modern mid-sized eco-carriers from 46- 84 K dwt. Carriers of this size are considered the workhorse for the dry-bulk sector due to the operating flexibility, breathe of ports, loading/discharge capabilities and diversity of cargos.
In addition, the International Anti-fouling System (IAFS) Certificate has been updated to address compliance options for anti-fouling systems to address cybutryne. Ships which are affected by this ban on cybutryne must receive an updated IAFS Certificate no later than two years after the entry into force of these amendments.
In addition, the International Anti-fouling System, or IAFS, Certificate has been updated to address compliance options for anti-fouling systems to address cybutryne. Ships which are affected by this ban on cybutryne must receive an updated IAFS Certificate no later than two years after the entry into force of these amendments.
We will continue to build on our experience with these and other programs and seek methods to efficiently improve the operational performance of our vessels while keeping costs competitive and meet full regulatory compliance, increasing environmental standards and customer demands. 46 ● Utilize Portfolio Approach for Commercial Employment.
We will continue to build on our experience with these and other programs and seek methods to efficiently improve the operational performance of our vessels while keeping costs competitive and meet full regulatory compliance, increasing we environmental standards and customer demands. ● Utilize Portfolio Approach for Commercial Employment.
These new requirements may impact the cost of our operations. 64 Pollution Control and Liability Requirements The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions. For example, the IMO adopted the BWM Convention in 2004. The BWM Convention entered into force on September 8, 2017.
These new requirements may impact the cost of our operations. Pollution Control and Liability Requirements The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions. For example, the IMO adopted the BWM Convention in 2004. The BWM Convention entered into force on September 8, 2017.
Some of these sanctions and executive orders target the Russian oil sector, including a prohibition on the import of oil from Russia to the U.S. or the U.K, and the EU’s ban on Russian crude oil and petroleum products which took effect in December 2022 and February 2023, respectively.
Some of these sanctions and executive orders target the Russian energy sector, including a prohibition on the import of oil from Russia to the U.S. or the U.K, and the EU’s ban on Russian crude oil and petroleum products which took effect in December 2022 and February 2023, respectively.
To trade internationally, a vessel must attain an International Ship Security Certificate (“ISSC”) from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC.
To trade internationally, a vessel must attain an International Ship Security Certificate, or ISSC, from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC.
Each ship management agreement will be terminated if the relevant vessel is sold (other than to our affiliates), becomes a total loss, becomes a constructive, compromised or arranged total loss or is requisitioned for hire. 48 Commercial and Technical Ship Management Agreements with Konkar Agencies.
Each ship management agreement will be terminated if the relevant vessel is sold (other than to our affiliates), becomes a total loss, becomes a constructive, compromised or arranged total loss or is requisitioned for hire. Commercial and Technical Ship Management Agreements with Konkar Agencies.
These attributes should allow us to continue to charter our vessels and expand our fleet. ● Competitive Cost Structure. Even though we currently operate a relatively small number of vessels, we believe we are relatively cost competitive as compared to other companies in our industry.
These attributes should allow us to continue to charter our vessels and expand our fleet. 45 ● Competitive Cost Structure. Even though we currently operate a relatively small number of vessels, we believe we are relatively cost competitive as compared to other companies in our industry.
Ships Limited, to provide crewing and technical management to the MRs and Konkar Agencies for the dry-bulk vessels. Please see “– Management of Ship Operations, Administration and Safety” below. We intend to continue to outsource the day-to-day crewing and technical management of our fleet to ITM and Konkar.
Ships Limited, to provide crewing and technical management to the MRs and with Konkar Agencies for the dry-bulk vessels. Please see “– Management of Ship Operations, Administration and Safety” below. We intend to continue to outsource the day-to-day crewing and technical management of our fleet to ITM and Konkar.
The Company intends to comply with all applicable state regulations in the ports where the Company’s vessels call. We currently maintain pollution liability coverage insurance in the amount of $1.0 billion per incident for each of our vessels.
The Company intends to comply with all applicable state regulations in the ports where the Company’s vessels call. 67 We currently maintain pollution liability coverage insurance in the amount of $1.0 billion per incident for each of our vessels.
Hyundai: is Hyundai Heavy Industries JNYS: is Jiangsu New Yangzi Shipbuilding Co Ltd 43 Our Charters We generate revenues by charging customers a fee, typically called charter hire, for the use of our vessels.
Hyundai: is Hyundai Heavy Industries JNYS: is Jiangsu New Yangzi Shipbuilding Co Ltd Our Charters We generate revenues by charging customers a fee, typically called charter hire, for the use of our vessels.
Spot charters for voyages involve the carriage of a specific amount and type of cargo on a load-port to discharge-port basis, subject to various cargo handling terms, and the vessel owner is paid on a per-ton basis.
Spot voyage charters for voyages involve the carriage of a specific amount and type of cargo on a load-port to discharge-port basis, subject to various cargo handling terms, and the vessel owner is paid on a per-ton basis.
At an owner’s discretion, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class. This process is referred to as continuous class renewal. 49 Occasional Surveys.
At an owner’s discretion, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class. This process is referred to as continuous class renewal. Occasional Surveys.
Information on the Company – B. Business Overview. – Risk Management and Insurance” below. Classification, Inspection and Maintenance Every large, commercial seagoing vessel must be “classed” by a classification society.
Information on the Company – B. Business Overview. – Risk Management and Insurance” below. 49 Classification, Inspection and Maintenance Every large, commercial seagoing vessel must be “classed” by a classification society.
The Company cannot predict what effect the higher price of oil, refined petroleum products or certain dry-bulk commodities will have on demand, and it is possible that the current conflicts in the Ukraine and the Middle East could adversely affect the Company’s financial condition, results of operations, and future performance. See “Item 3. Key Information – D.
The Company cannot predict what effect the higher price of oil, refined petroleum products or certain dry-bulk commodities will have on demand, and it is possible that the conflicts in the Ukraine, the Middle East and elsewhere could adversely affect the Company’s financial condition, results of operations, and future performance. See “Item 3. Key Information – D.
Coast Guard regulations are finalized. Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. We have submitted NOIs for our vessels where required. Compliance with the EPA, U.S.
Coast Guard regulations are finalized. Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent, or NOI, or retention of a PARI form and submission of annual reports. We have submitted NOIs for our vessels where required. Compliance with the EPA, U.S.
We believe that our fleet of MRs, among the workhorse of the industry, will enable us to serve our customers across the major tanker trade routes and to continue to develop a global presence. We have strong relationships with reputable owners, charterers, banks and shipyards, which we believe will assist us in identifying attractive vessel acquisition opportunities.
We believe that our fleet of MRs, among the workhorse of the industry, will enable us to serve our customers across the major tanker trade routes and to continue to develop a global presence. We have strong relationships with reputable owners, charterers, ship brokers, banks and shipyards, which we believe will assist us in identifying attractive vessel acquisition opportunities.
MEPC 75 adopted amendments to MARPOL Annex VI which brings forward the effective date of the EEDI’s “phase 3” requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers. Additionally, in 2022, MEPC 75 amended Annex VI to impose new regulations to reduce greenhouse gas emissions from ships.
MEPC 75 adopted amendments to MARPOL Annex VI which brought forward the effective date of the EEDI’s “phase 3” requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers. Additionally, in 2022, MEPC 75 amended Annex VI to impose new regulations to reduce greenhouse gas emissions from ships.
We intend to continually evaluate the markets in which we operate and, based upon our view of market conditions, adjust our mix of vessel employment by counterparty and stagger our charter expirations. We may also expand into other sections of our industry. While we prefer to acquire 100% ownership of vessels, we may develop additional joint ventures.
We intend to continually evaluate the markets in which we operate and, based upon our view of market conditions, adjust our mix of vessel employment by counterparty and stagger our charter expirations. We may also expand into other sectors of our industry. While we prefer to acquire 100% ownership of vessels, we may develop additional joint ventures.
Our collaborative approach between our management team and our external managers creates a platform that we believe is able to deliver excellent operational results at competitive costs and positions us for further growth. Total daily operational cost is a non-U.S. GAAP measure. ● Well-Positioned to Capitalize on Improving Rates.
Our collaborative approach between our management team and our external managers creates a platform that we believe can deliver excellent operational results at competitive costs and positions us for further growth. Total daily operational cost is a non-U.S. GAAP measure. ● Well-Positioned to Capitalize on Improving Rates.
At MEPC 70Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019.
At MEPC 70Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross tonnages to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019.
We intend to focus primarily on the acquisition of IMO II and III class eco- MR tankers built in 2013 or younger, which have been built in Tier 1 Asian shipyards and have modern bunker efficient designs given demands for lower bunker consumption and concerns about environmental emissions.
We intend to focus primarily on the acquisition of IMO II and III class eco- MR tankers built in 2016 or younger, which have been built in Tier 1 Asian shipyards and have modern bunker efficient designs given demands for lower bunker consumption and concerns about environmental emissions.
Each manager enters into individual ship management agreements with our vessel-owning subsidiaries pursuant to which they provide us with: ● commercial management services, which include obtaining employment, that is, the chartering, for our vessels and managing our relationships with charterers; ● strategic management services, which include providing us with strategic guidance with respect to locating, purchasing, financing and selling vessels; ● technical management services, which include managing day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification society compliance, supervising the maintenance and general efficiency of vessels, arranging the hire of qualified officers and crew, arranging and supervising dry-docking and repairs, arranging insurance for vessels, purchasing stores, supplies, spares and new equipment for vessels, appointing supervisors and technical consultants and providing technical support; and ● shoreside personnel who carry out the management functions described above. 47 Head Management Agreement and Ship Management Agreements with Maritime.
Each manager enters into individual ship management agreements with our vessel-owning subsidiaries pursuant to which they provide us with: ● commercial management services, which include obtaining employment, that is, the chartering, for our vessels and managing our relationships with charterers; ● strategic management services, which include providing us with strategic guidance with respect to locating, purchasing, financing and selling vessels; ● technical management services, which include managing day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification society compliance, supervising the maintenance and general efficiency of vessels, arranging the hire of qualified officers and crew, arranging and supervising dry-docking and repairs, arranging insurance for vessels, purchasing stores, supplies, spares and new equipment for vessels, appointing supervisors and technical consultants and providing technical support; and ● shoreside personnel who carry out the management functions described above.
We will also consider acquisitions of newbuild vessels (also called re-sales), which typically have lower operating costs and emissions, and of fleets of existing vessels when such acquisitions are accretive to stockholders or provide other strategic or operating advantages to us. ● Optimize the Operating Efficiency of our Fleet.
We will also consider acquisitions of newbuild vessels (also called re-sales), which typically have lower operating costs and emissions, and of small fleets of existing vessels when such acquisitions are accretive to stockholders or provide other strategic or operating advantages to us. 46 ● Optimize the Operating Efficiency of our Fleet.
Risk Factors – “Seasonal fluctuations in industry demands could have a material adverse effect on our business, financial condition and results of operations.”. Management of Ship Operations, Administration and Safety Our executive officers and secretary are employed by and their services are provided by Maritime and Konkar Agencies.
Risk Factors – “ Seasonal fluctuations in industry demands could have a material adverse effect on our business, financial condition and results of operations. ”. Management of Ship Operations, Administration and Safety Our executive officers and secretary are employed by and their services are provided by Maritime and Konkar Agencies.
In June 2022, SOLAS also set out new amendments that took effect on January 1, 2024, which include new requirements for: (1) the design for safe mooring operations, (2) the Global Maritime Distress and Safety System (“GMDSS”), (3) watertight integrity, (4) watertight doors on cargo ships, (5) fault-isolation of fire detection systems, (6) life-saving appliances, and (7) safety of ships using LNG as fuel.
In June 2022, SOLAS also set out new amendments that took effect on January 1, 2024, which include new requirements for: (1) the design for safe mooring operations, (2) the Global Maritime Distress and Safety System, or GMDSS, (3) watertight integrity, (4) watertight doors on cargo ships, (5) fault-isolation of fire detection systems, (6) life-saving appliances, and (7) safety of ships using LNG as fuel.
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company Our legal and commercial name is Pyxis Tankers Inc.
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company The legal and commercial name of the Company is Pyxis Tankers Inc.
Starting in January 2018, large ships over 5,000 gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information. Under the European Climate Law, the EU committed to reduce its net GHG emissions by at least 55% by 2030 through its “Fit-for-55” legislation package.
Starting in January 2018, large ships over 5,000 gross tonnage calling at E.U. ports are required to collect and publish data on carbon dioxide emissions and other information. Under the European Climate Law, the E.U. committed to reduce its net GHG emissions by at least 55% by 2030 through its “Fit-for-55” legislation package.
The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”). As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate.
The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW. As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate.
On December 18, 2022, the Environmental Council and European Parliament agreed on a gradual introduction of obligations for shipping companies to surrender allowances equivalent to a portion of their carbon emissions: 40% for verified emissions from 2024, 70% for 2025 and 100% for 2026. Most large vessels will be included in the scope of the EU ETS from the start.
On December 18, 2022, the Environmental Council and European Parliament agreed on a gradual introduction of obligations for shipping companies to surrender allowances equivalent to a portion of their carbon emissions: 40% for verified emissions from 2024, 70% for 2025 and 100% for 2026. Most large vessels will be included in the scope of the E.U. ETS from the start.
On September 24, 2024, the EPA finalized its rule on Vessel Incidental Discharge Standards of Performance, which means that the USCG must now develop corresponding regulations regarding ballast water within two years of that date. Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment remain in force and effect until the EPA and U.S.
In October, 2024, the EPA finalized its rule on Vessel Incidental Discharge Standards of Performance, which means that the USCG must now develop corresponding regulations regarding ballast water within two years of that date. Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment remain in force and effect until the EPA and U.S.
General cargo vessels and off-shore vessels between 400-5,000 gross tonnage will be included in the MRV regulation from 2025 and their inclusion in EU ETS will be reviewed in 2026. Furthermore, starting from January 1, 2026, the ETS regulations will expand to include emissions of two additional greenhouse gases: nitrous oxide and methane.
General cargo vessels and off-shore vessels between 400-5,000 gross tonnage will be included in the MRV regulation from 2025 and their inclusion in E.U. ETS will be reviewed in 2026. Furthermore, starting from January 1, 2026, the ETS regulations will expand to include emissions of two additional greenhouse gases: nitrous oxide and methane.
Konkar Agencies, the manager of our dry-bulk vessels, has many established customer relationships, including Norden, Oldendorf, ADM Intermare, Norvic Comerge and Engelhart. We strive to meet high standards of operating performance, achieve cost-efficient operations, reliability and safety in all of our operations and maintain long-term relationships with our customers.
Konkar Agencies, the manager of our dry-bulk vessels, has many established customer relationships, including Norden, Bunge, Oldendorf, ADM Intermare and Engelhart. We strive to meet high standards of operating performance, achieve cost-efficient operations, reliability and safety in all of our operations and maintain long-term relationships with our customers.
This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The impact of future regulations is hard to predict at this time.
This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The impact of these regulations is hard to predict at this time.
Additionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships were adopted and took effect March 1, 2020, with the exception of vessels fitted with exhaust gas cleaning equipment (“scrubbers”) which can carry fuel of higher sulfur content.
Additionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships were adopted and took effect March 1, 2020, with the exception of vessels fitted with exhaust gas cleaning equipment, or scrubbers, which can carry fuel of higher sulfur content.
We entered into a head management agreement with Maritime (the “Head Management Agreement”) pursuant to which they provide us and our product tankers, among other things, with ship management services and administrative services. Under the Head Management Agreement, each wholly-owned subsidiary that owns a product tanker in our fleet also enters into a separate ship management agreement with Maritime.
We entered into a head management agreement with Maritime, or the Head Management Agreement, pursuant to which they provide us and our product tankers, among other things, with ship management services and administrative services. Under the Head Management Agreement, each wholly-owned subsidiary that owns a product tanker in our fleet also enters into a separate ship management agreement with Maritime.
If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements.
If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, dry-docking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements.
Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC) introduced requirements parallel to those in Annex VI relating to the sulfur content of marine fuels.
Furthermore, the E.U. has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The E.U. Directive 2005/33/EC (amending Directive 1999/32/EC) introduced requirements parallel to those in Annex VI relating to the sulfur content of marine fuels.
The EU also adopted the FuelEU Maritime regulation, a proposal included in the “Fit-for-55” legislation. From January 2025, FuelEU Maritime sets requirements on the annual average GHG intensity of energy used by ships trading within the EU or European Economic Area (EEA).
The E.U. also adopted the FuelEU Maritime regulation, a proposal included in the “Fit-for-55” legislation. From January 2025, FuelEU Maritime sets requirements on the annual average GHG intensity of energy used by ships trading within the E.U. or European Economic Area (EEA).
We acquired certain vessel-owning subsidiaries from affiliates of our founder and Chief Executive Officer in connection with our merger with LookSmart in October 2015, one of which is part of our current fleet. Pursuant to the foregoing, LookSmart merged with and into Maritime Technologies Corp. and we commenced trading on the Nasdaq Capital Market under the symbol “PXS”.
The Company acquired certain vessel-owning subsidiaries from affiliates of its founder and Chief Executive Officer in connection with its merger with LookSmart in October 2015, one of which is part of the current fleet. Pursuant to the foregoing, LookSmart merged with and into Maritime Technologies Corp. and the Company commenced trading on the Nasdaq Capital Market under the symbol “PXS”.
All of our vessels are considered modern mid-sized eco-efficient units with Ballast Water Treatment System (“BWTS”) installed providing lower emissions and fuel consumption than older standard vessels. Two of our bulkers are equipped with scrubbers (and none of our tankers are equipped with scrubbers).
All of our vessels are considered modern mid-sized eco-efficient units with Ballast Water Treatment System, or BWTS, installed providing lower emissions and fuel consumption than older standard vessels. Two of our bulkers are equipped with scrubbers (and none of our tankers are equipped with scrubbers).
This is a result of our fleet profile, our experienced technical and commercial managers as well as the hands-on approach and substantial equity ownership in the Company by our management team. Moreover, a constant focus on operational improvements is a key component of our corporate culture. Our technical manager, ITM, manages 46 tankers, including our vessels as of February, 2025.
This is a result of our fleet profile, our experienced technical and commercial managers as well as the hands-on approach and substantial equity ownership in the Company by our management team. Moreover, a constant focus on operational improvements is a key component of our corporate culture. Our technical manager, ITM, manages 54 tankers, including our vessels as of February, 2026.
Our tanker customers have included, among others, Trafigura, Vitol (Mansel), Chevron, Shell, PMI (a subsidiary of Pemex), ST Shipping (an affiliate of Glencore), Clearlake (a subsidiary of Gunvor), Sacor and CSSA. Given our recent but expanding presence into the dry-bulk sector, our historical customer based is limited.
Our tanker customers have included, among others, Trafigura, Mansel (subsidiary of Vitol), Shell, PMI (a subsidiary of Pemex), ST Shipping (an affiliate of Glencore), Clearlake (a subsidiary of Gunvor) and Citgo. Given our recent but expanding presence into the dry-bulk sector, our historical customer based is limited.
The baseline for the calculation is the average well-to-wake GHG intensity of the fleet in 2020: 91.16 gCO2e/MJ. This will start at a 2% reduction in 2025, increasing to 6% in 2030, and accelerating from 2035 to reach an 80% reduction by 2050.
The baseline for the calculation is the average well-to-wake GHG intensity of the fleet in 2020: 91.16 gCO2e/MJ. This will start at a 2% reduction in 2025, increasing to 6% in 2030, and accelerating from 2035 to reach an 80% reduction by 2050. Compliance with the E.U.
Big offshore vessels of 5,000 gross tonnages and above will be included in the ‘MRV’ on the monitoring, reporting and verification of CO2 emissions from maritime transport regulation from 2025 and in the EU ETS from 2027.
Big offshore vessels of 5,000 gross tonnages and above will be included in the ‘MRV’ on the monitoring, reporting and verification of CO2 emissions from maritime transport regulation from 2025 and in the E.U. ETS from 2027.
Type Aggregate Sum Insured For All Vessels in our Existing Fleet Hull and Machinery $230.0 million War Risk $230.0 million Protection and Indemnity (“P&I”) Pollution liability claims: limited to $1.0 billion per vessel per incident 50 Hull and Machinery Insurance and War Risk Insurance The principal coverages for marine risks (covering loss or damage to the vessels, rather than liabilities to third parties) are hull and machinery insurance and war risk insurance.
Type Aggregate Sum Insured For All Vessels in our Existing Fleet Hull and Machinery $230.0 million War Risk $230.0 million Protection and Indemnity, or P&I Pollution liability claims: limited to $1.0 billion per vessel per incident Hull and Machinery Insurance and War Risk Insurance The principal coverages for marine risks (covering loss or damage to the vessels, rather than liabilities to third parties) are hull and machinery insurance and war risk insurance.
All of our vessels are certified as being “in class” by all the applicable Classification Societies ( e.g. , DNV and NKK). A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys.
All of our vessels are certified as being “in class” by all the applicable Classification Societies ( e.g. , DNV and NKK). A vessel must undergo annual surveys, intermediate surveys, dry-dockings and special surveys.
Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in class” by a classification society which is a member of the International Association of Classification Societies (the “IACS”).
Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in class” by a classification society which is a member of the International Association of Classification Societies, or the IACS.
As part of this initiative, the European Union’s carbon market, EU ETS, has been extended to cover CO2 emissions from all large ships entering EU ports starting January 2024.
As part of this initiative, the European Union’s carbon market, E.U. ETS, has been extended to cover CO2 emissions from all large ships entering E.U. ports starting January 2024.
Marshall Islands Ship ownership and operations 60% DRYTWO CORP. Marshall Islands Ship ownership and operations 100% ACCUSHIP MARITIME LTD Marshall Islands Non-operating subsidiary 60% DRYTHREE CORP.
Marshall Islands Non-operating subsidiary 60% DRYONE CORP. Marshall Islands Ship ownership and operations 60% DRYTWO CORP. Marshall Islands Ship ownership and operations 100% ACCUSHIP MARITIME LTD Marshall Islands Non-operating subsidiary 60% DRYTHREE CORP. Marshall Islands Ship ownership and operations 60% DRYFOUR CORP.
Lastly, we are committed to good corporate governance standards as a fully compliant, publicly-listed company in the U.S. Seasonality For a description of the effect of seasonality on our business, please see “Item 3. Key Information – D.
Lastly, we are committed to good corporate governance standards as a fully compliant, publicly-listed company in the US. 47 Seasonality For a description of the effect of seasonality on our business, please see “Item 3. Key Information – D.
Headquartered in Maroussi, Greece, Maritime was formed in May 2007 by our founder and Chief Executive Officer to take advantage of opportunities in the tanker sector. Maritime’s business employs or receives consulting services from 10 people in four departments: technical, operations, chartering and finance/accounting.
Head Management Agreement and Ship Management Agreements with Maritime. Headquartered in Maroussi, Greece, Maritime was formed in May 2007 by our founder and Chief Executive Officer to take advantage of opportunities in the tanker sector. Maritime’s business employs or receives consulting services from 10 people in four departments: technical, operations, chartering and finance/accounting.
As part of a strategic diversification strategy, in 2023, we entered the dry-bulk sector which has historically been relatively counter-cyclical to product tankers. In September, 2023, through a newly-formed joint venture, we acquired 60% ownership of a modern eco-Ultramax carrier, “ Konkar Ormi” , fitted with scrubber.
As part of a strategic diversification strategy, in 2023, we entered the dry-bulk sector which has historically been relatively countercyclical to product tankers. In September 2023, through a newly-formed joint venture, we acquired 60% ownership of a modern eco-Ultramax carrier, Konkar Ormi , fitted with a scrubber.
The 12 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. The International Group’s website states that the Pool provides a mechanism for sharing all claims in excess of US$ 10.0 million up to, currently, approximately US$ 8.9 billion.
The 12 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. The International Group’s website states that the Pool provides a mechanism for sharing all claims in excess of U.S. $ 10.0 million up to, currently, approximately U.S. $3.1 billion.
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% DRYKON MARITIME INC. Marshall Islands Non-operating subsidiary 60% DRYONE 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% TWELFTHONE CORP Marshall Islands Ship ownership and operations 100% MARITIME TECHNOLOGIES CORP. Delaware Non-operating subsidiary 100% DRYKON MARITIME INC.
We intend to maintain these high standards in order to provide our customers with a high level of safety, customer service and support, including meeting any reporting requirements of environmental emissions as part of monitoring and reporting on their supply chain. ● Maintain Financial Flexibility.
We expect to continue to meet charterers’ and lenders reporting requirements of vessel emissions. We intend to maintain these high standards in order to provide our customers with a high level of safety, customer service and support, including meeting any reporting requirements of environmental emissions as part of monitoring and reporting on their supply chain. ● Maintain Financial Flexibility.
The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast water management certificate.
The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast water management certificate. The MEPC maintains guidelines for approval of ballast water management systems (G8).
As part of the merger transactions, LookSmart transferred all of its then existing business, assets and liabilities to its wholly-owned subsidiary, which was spun off to the LookSmart stockholders. 41 We entered the dry-bulk market in September 2023 through a newly-formed joint venture, through which we acquired 60% ownership of a modern eco-Ultramax carrier, “Konkar Ormi” .
As part of the merger transactions, LookSmart transferred all of its then existing business, assets and liabilities to its wholly-owned subsidiary, which was spun off to the LookSmart stockholders. The Company entered the dry-bulk market in September 2023 through a newly-formed joint venture, through which it acquired 60% ownership of a modern eco-Ultramax carrier, Konkar Ormi .
Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code (“IMDG Code”).
Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code, or IMDG Code.
We expect to employ the vessels in our fleet under a mix of spot and time charters (with and without profit share), bareboat charters and pooling arrangements. We expect to diversify our charters by customer and staggered duration.
We expect to employ the vessels in our fleet under a mix of spot and time charters, which may include a profit share, bareboat charters and pooling arrangements. We expect to diversify our charters by customer and staggered duration.
As part of our risk management policies, depending on the chartering environment, we intend to enter into time charters for many of the vessels we acquire, which provide us predictable cash flows for the duration of the charter and attract lower-cost debt financing at more favorable terms.
As part of our risk management policies, depending on the chartering environment, we may employ many of the vessels we acquire under time charters, which provide us predictable cash flows for the duration of the charter and may attract lower-cost debt financing at more favorable terms.
We are an international maritime transportation holding company that was incorporated under the laws of the BCA on March 23, 2015, and we maintain our principal place of business at the offices of our ship manager, Maritime, at 59 K. Karamanli, Maroussi 15125, Athens, Greece. Our telephone number at that address is +30 210 638 0200.
The Company is an international maritime transportation holding company that was incorporated under the laws of the BCA in the Marshall Islands on March 23, 2015, and maintains its principal place of business at the offices of our ship manager, Maritime, at 59 K. Karamanli, Maroussi 15125, Athens, Greece. The telephone number at that address is +30 210 638 0200.
In connection therewith, Drewry has advised that: (i) certain information in its database is derived from estimates or subjective judgments, (ii) the information in the databases of other maritime data collection agencies may differ from the information in its database, and (iii) while Drewry has taken reasonable care in the compilation of the statistical and graphical information and believe it to be accurate and correct, data compilation is subject to limited audit and validation procedures.
In connection therewith, Marsoft has advised that: (i) certain information may be derived from estimates or subjective judgments; (ii) the information in the databases of other maritime data collection agencies may differ from the information used by Marsoft; and (iii) while Marsoft has taken reasonable care in the compilation of the statistical information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures.
These regulations subject ocean-going vessels to stringent emissions controls, and may cause us to incur substantial costs. 62 Sulfur content standards are even stricter within certain ECAs. As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1% m/m. Amended Annex VI establishes procedures for designating new ECAs.
These regulations subject ocean-going vessels to stringent emissions controls, and may cause us to incur substantial costs. Sulfur content standards are even stricter within certain ECAs. As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1% m/m.
As of March 21, 2025, our MR fleet had an average age of 10.6 years compared to an industry average of approximately 13.3 years, with a total cargo carrying capacity of 148,592 dwt. We acquired one of these vessels in 2015 and one tanker in December 2021 from affiliates of our founder and Chief Executive Officer, Mr. Eddie Valentis.
As of March 23, 2026, our MR fleet had an average age of 11.6 years compared to an industry average of approximately 14 years, with a total cargo carrying capacity of 148,592 dwt. We acquired one of these MR vessels in 2015 and one tanker in December 2021 from affiliates of our founder and Chief Executive Officer, Mr. Eddie Valentis.
We believe that this portfolio approach to vessel employment is an integral part of risk management which will provide us a base of stable cash flows while providing us the optionality to take advantage of rising charter rates and market volatility in the spot market. ● Preserve Strong Safety Record and Commitment to Customer Service and Support .
We believe that this portfolio approach to vessel employment is an integral part of risk management which will provide us a base of stable cash flows while providing us the optionality to take advantage of rising charter rates and market volatility in the spot market.
The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships.
The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships. The U.S. is not a party to the Paris Agreement.
Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnages to monitor and report carbon dioxide emissions annually starting on January 1, 2018, which may cause us to incur additional expenses.
Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnages to monitor and report carbon dioxide emissions annually starting on January 1, 2018, which may cause us to incur additional expenses.
In return for such services, Maritime receives from us: ● for each vessel while in operation a fee of $325 per day subject to annual inflationary adjustments, and for each vessel under construction, a fee of $450 per day, plus an additional daily fee, which is dependent on the seniority of the personnel, to cover the cost of the engineers employed to conduct the supervision (collectively the “Ship-Management Fees”); ● 1.00% on the price of any vessel sale transaction; ● 1.25% of all chartering, hiring and freight revenue we receive that was procured by or through Maritime; and ● a lump sum of $1.6 million per annum for the administrative services it provides to us (the “Administration Fees”).
In return for such services, Maritime receives from us: ● for each vessel while in operation an initial fee of $325 per day subject to annual inflationary adjustments, and for each vessel under construction, an initial fee of $450 per day, plus an additional daily fee, which is dependent on the seniority of the personnel, to cover the cost of the engineers employed to conduct the supervision, collectively the Ship-Management Fees; ● 1.00% on the price of any vessel sale transaction; ● 1.25% of all chartering, hiring and freight revenue we receive that was procured by or through Maritime; and ● a lump sum of $1.6 million per annum for the administrative services it provides to us, or the Administration Fees. 48 The ship-management fees (the “Ship-Management Fees”) and the administration fees (the “Administration Fees”) are subject to annual adjustments to take into account inflation in Greece or such other country where Maritime was headquartered during the preceding year.
The following table sets forth information regarding the insurance coverage on our fleet of six vessels as of March 21, 2025.
The following table sets forth information regarding the insurance coverage on our fleet of six vessels as of March 23, 2026.
Maritime, our affiliated ship management company, provides office space to us in part of Maritime’s offices in Maroussi, Greece in connection with the administrative services provided to us under the terms of the Head Management Agreement. ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable.
Maritime, our affiliated ship management company, provides office space to us in part of Maritime’s offices in Maroussi, Greece in connection with the administrative services provided to us under the terms of the Head Management Agreement.
Risk Management and Insurance General The operation of any cargo carrying ocean-going vessel embraces a wide variety of risks, including the following: ● Physical damage to the vessel: Ø mechanical failure or damage, for example by reason of the seizure of a main engine crankshaft; Ø physical damage to the vessel by reason of a grounding, collision or fire; and Ø other physical damage due to crew negligence, such as, battering of the vessel’s hull during discharge of dry-bulk cargoes with grabs or cranes. ● Liabilities to third parties: Ø cargo loss or shortage incurred during the voyage; Ø damage to third party property, such as during a collision or berthing operation; Ø personal injury or death to crew and/or passengers sustained due to accident; and Ø environmental damage, for example arising from marine disasters such as oil spills and other environmental mishaps. ● Business interruption and war risk or war-like operations: Ø this would include business interruption, for example by reason of political disturbance, strikes or labor disputes, or physical damage to the vessel and/or crew and cargo resulting from deliberate actions such as piracy, war-like actions between countries, terrorism and malicious acts or vandalism.
We expect that all vessels that we purchase will be certified prior to their delivery and that we will have no obligation to take delivery of the vessel if it is not certified as “in class” on the date of closing. 50 Risk Management and Insurance General The operation of any cargo carrying ocean-going vessel embraces a wide variety of risks, including the following: ● Physical damage to the vessel: Ø mechanical failure or damage, for example by reason of the seizure of a main engine crankshaft; Ø physical damage to the vessel by reason of a grounding, collision or fire; and Ø other physical damage due to crew negligence, such as, battering of the vessel’s hull during discharge of dry-bulk cargoes with grabs or cranes. ● Liabilities to third parties: Ø cargo loss or shortage incurred during the voyage; Ø damage to third party property, such as during a collision or berthing operation; Ø personal injury or death to crew and/or passengers sustained due to accident; and Ø environmental damage, for example arising from marine disasters such as oil spills and other environmental mishaps. ● Business interruption and war risk or war-like operations: Ø this would include business interruption, for example by reason of political disturbance, strikes or labor disputes, or physical damage to the vessel and/or crew and cargo resulting from deliberate actions such as piracy, war-like actions between countries, terrorism and malicious acts or vandalism.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeDuring 2023 and 2024, the vessels in our fleet were employed at various occasions under time and spot charters. * a) The Eco-Modified “Pyxis Malou” was sold to an unaffiliated buyer on March 23, 2023. b) The Eco-Modified MR “Pyxis Epsilon” was sold to an unaffiliated buyer on December 15, 2023. c) The dry-bulker “Konkar Ormi” was delivered on September 14, 2023 and commenced her initial charter on October 5, 2023. d) The dry-bulker “Konkar Asteri” was delivered on February 15, 2024 and commenced her initial charter on February 29, 2024. e) The dry-bulker “Konkar Venture” was delivered on June 28, 2024 and continued her employment under the existing time charter through mid-August. 80 Consolidated Statements of Comprehensive Income for the Fiscal Years Ended December 31, 2023 and December 31, 2024 Interim Condensed Consolidated Statements of Comprehensive Income Data Year ended December 31, (Amounts in thousands of U.S. dollars, except per share data) 2023 2024 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 )% Other expenses, net: Loss from debt extinguishment (379 ) — 379 (100.0 )% Gain from financial derivative instruments (59 ) — 59 (100.0 )% Interest and finance costs (5,835 ) (6,529 ) (694 ) 11.9 % Interest income 1,240 2,312 1,072 86.5 % Total other expenses, net (5,033 ) (4,217 ) 816 (16.2 )% Net income $ 36,836 $ 12,507 (24,329 ) (66.0 )% Loss assumed to non-controlling interest 201 361 160 79.6 % Net income attributable to Pyxis Tankers Inc. $ 37,037 $ 12,868 (24,169 ) (65.3 )% Dividend Series A Convertible Preferred Stock (810 ) (562 ) 248 (30.6 )% Deemed dividend on redeemed Series A Convertible Preferred Stock — (2,682 ) (2,682 ) n/a 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 36,227 12,306 (23,921 ) (66.0 )% Adjusted income per common share, basic 3.38 1.17 (2.21 ) (65.4 )% Adjusted income per common share, diluted 2.94 0.96 (1.98 ) (67.3 )% Weighted average number of shares, basic 10,701,059 10,524,511 (176,548 ) (1.6 )% Weighted average number of shares, diluted 12,585,777 10,524,511 (2,061,266 ) (16.4 )% 81 Revenues, net : Revenues, net of $51.5 million for the year ended December 31, 2024, represented an increase of $6.1 million, or 13.4%, from $45.5 million in the comparable period of 2023.
Biggest changeDuring 2024 and 2025, the vessels in our fleet were employed under time and spot voyage charters. * a) The dry-bulk Konkar Asteri was delivered to our joint venture on February 15, 2024. b) The dry-bulk Konkar Venture was delivered to our joint venture on June 28, 2024. 79 Consolidated Statements of Comprehensive Income for the Fiscal Years Ended December 31, 2024 and 2025 Year ended December 31, Change $ % (Amounts in thousands of U.S. dollars, except per share data) 2024 2025 Revenues, net $ 51,542 $ 38,994 (12,548 ) (24.3 )% Voyage related costs and commissions (9,527 ) (2,699 ) 6,828 (71.7 )% Vessel operating expenses (13,367 ) (14,243 ) (876 ) 6.6 % General and administrative expenses (2,996 ) (6,096 ) (3,100 ) 103.5 % Management fees, related parties (1,177 ) (1,384 ) (207 ) 17.6 % Management fees, other (503 ) (503 ) — 0.0 % Amortization of special survey costs (382 ) (599 ) (217 ) 56.8 % Depreciation (6,904 ) (7,574 ) (670 ) 9.7 % Allowance reduction for credit losses 38 22 (16 ) (42.1 )% Operating income 16,724 5,918 (10,806 ) (64.6 )% Other expenses, net: Interest and finance costs (6,529 ) (5,775 ) 754 (11.5 )% Interest income 2,312 1,792 (520 ) (22.5 )% Total other expenses, net (4,217 ) (3,983 ) 234 (5.5 )% Net income $ 12,507 $ 1,935 (10,572 ) (84.5 )% Loss attributable to non-controlling interest 361 59 (302 ) (83.7 )% Net income attributable to Pyxis Tankers Inc. $ 12,868 $ 1,994 (10,874 ) (84.5 )% Dividend Series A Convertible Preferred Stock (562 ) — 562 (100.0 )% Deemed dividend on redeemed Series A Convertible Preferred Stock (2,682 ) — 2,682 (100.0 )% Net income attributable to common shareholders $ 9,624 $ 1,994 (7,630 ) (79.3 )% Net income per common share, basic $ 0.91 $ 0.19 (0.72 ) (79.1 )% Net income per common share, diluted $ 0.91 $ 0.19 (0.72 ) (79.1 )% Weighted average number of common shares, basic 10,524,511 10,422,154 (102,357 ) (1.0 )% Weighted average number of common shares, diluted 10,524,511 10,422,154 (102,357 ) (1.0 )% Revenues, net: Revenues, net were $39.0 million for the twelve months ended December 31, 2025, a decrease of $12.5 million, or 24.3%, compared to $51.5 million in the same period of 2024.
Spot Charters Generally, a spot charter refers to a contract to carry a specific cargo for a single voyage, which commonly lasts from several days up to three months.
Spot Voyage Charters Generally, a spot charter refers to a contract to carry a specific cargo for a single voyage, which commonly lasts from several days up to three months.
Voyage Related Costs and Commissions We incur voyage related costs for our vessels operating under spot charters, which mainly include port and canal charges and bunker expenses. Port and canal charges and bunker expenses primarily increase in periods during which vessels are employed on spot charters because these expenses are for the account of the vessel owner.
Voyage Related Costs and Commissions We incur voyage related costs for our vessels operating under spot voyage charters, which mainly include port and canal charges and bunker expenses. Port and canal charges and bunker expenses primarily increase in periods during which vessels are employed on spot voyage charters because these expenses are for the account of the vessel owner.
In addition, we incurred financing fees payments of $0.4 million related to the to the new loan facilities and we paid $0.6 million dividends related to the Series A Preferred Shares prior their redemption. Further we repurchased 331,558 common shares at an average price of $4.39 per share, excluding brokerage commissions, utilizing $1.5 million under our Repurchase Program.
In addition, we incurred financing fees payments of $0.4 million related to the new loan facilities and we paid $0.6 million dividends related to the Series A Preferred Shares prior to their redemption. Further we repurchased 331,558 common shares at an average price of $4.39 per share, excluding brokerage commissions, utilizing $1.5 million under our active repurchase program.
We also believe that we will be in compliance with the financial and security collateral cover ratio covenants under our existing debt agreements for the next 12-month period. 86 Our business is capital intensive and our future success will depend on our ability to maintain a high quality fleet through the acquisition of modern vessels and the sale of older vessels.
We also believe that we will be in compliance with the financial and security collateral cover ratio covenants under our existing debt agreements for the next 12-month period. Our business is capital intensive and our future success will depend on our ability to maintain a high quality fleet through the acquisition of modern vessels and the sale of older vessels.
Revenue under spot charters is recognized from loading of the current spot charter to discharge of the current spot charter as discussed below. Vessels operating on time charters provide more predictable cash flows but can yield lower profit margins than vessels operating in the spot market during periods characterized by favorable market conditions.
Revenue under spot voyage charters is recognized from loading of the current spot charter to discharge of the current spot charter as discussed below. Vessels operating on time charters provide more predictable cash flows but can yield lower profit margins than vessels operating in the spot market during periods characterized by favorable market conditions.
Available days measures the aggregate number of days in a period during which vessels should be capable of generating revenues. (3) Operating days are the number of available days in a period, less the aggregate number of days that our vessels were off-hire or out of service due to any reason, including technical breakdowns and unforeseen circumstances.
Available days measures the aggregate number of days in a period during which vessels should be capable of generating revenues. (3) Operating days are the number of available days in a period, less the aggregate number of days that our vessels were off-hire or out of service due to any reason, including technical breakdowns and other unforeseen circumstances.
These factors, in turn, can be affected by a number of decisions by us, including the amount of time spent positioning a vessel for charter, dry-dockings, repairs, maintenance and upgrading, as well as the age, condition and specifications of our ships and supply and demand factors in the product tanker market.
These factors, in turn, can be affected by a number of decisions by us, including the amount of time spent positioning a vessel for charter, dry-dockings, repairs, maintenance and upgrading, as well as the age, condition and specifications of our vessel and supply and demand factors in the product tanker market.
With respect to incremental costs, we have selected to adopt the practical expedient in the guidance and any costs to obtain a contract will be expensed as incurred (for our spot charters that do not exceed one year). Vessel operating expenses are expensed as incurred.
With respect to incremental costs, we have selected to adopt the practical expedient in the guidance and any costs to obtain a contract will be expensed as incurred (for our spot voyage charters that do not exceed one year). Vessel operating expenses are expensed as incurred.
Such commissions are deferred and amortized over the related voyage period in a charter to the extent revenue has been deferred since commissions are earned as revenues are earned. Vessel Operating Expenses We incur vessel operating expenses for our vessels operating under time and spot charters.
Such commissions are deferred and amortized over the related voyage period in a charter to the extent revenue has been deferred since commissions are earned as revenues are earned. 74 Vessel Operating Expenses We incur vessel operating expenses for our vessels operating under time and spot voyage charters.
Spot charters typically involve the carriage of a specific amount and type of cargo on a load-port to discharge-port basis, subject to various cargo handling terms, and the vessel owner is paid on a per-ton basis.
Spot voyage charters typically involve the carriage of a specific amount and type of cargo on a load-port to discharge-port basis, subject to various cargo handling terms, and the vessel owner is paid on a per-ton basis.
Brokerage commissions payable, if any, depend on a number of factors, including, among other things, the number of shipbrokers involved in arranging the charter and the amount of commissions charged by brokers related to the charterer.
Brokerage commissions payable by the owner, if any, depend on a number of factors, including, among other things, the number of shipbrokers involved in arranging the charter and the amount of commissions charged by brokers related to the charterer.
Voyage expenses primarily consist of brokerage commissions, port, canal and bunker costs that are unique to a particular voyage, which would otherwise be paid by the charter under a time charter contract.
Voyage expenses primarily consist of brokerage commissions, port, canal and bunker costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract.
Management Fees We pay management fees to Maritime, Konkar Agencies and ITM for commercial and technical management services, respectively, for our vessels.
Management Fees We pay management fees to Maritime, Konkar Agencies and ITM for commercial and technical management services for our vessels.
On February 15, 2024, the Company completed the acquisition of an 82,013 dwt dry-bulk vessel built in 2015 at Jiangsu New Yangzi Shipbuilding. The $26.625 million purchase price of the eco-efficient Kamsarmax was funded by a combination of secured bank debt of $14.5 million and cash on hand.
Vessel Acquisitions and Corporate Actions On February 15, 2024, the Company completed the acquisition of an 82,013 dwt dry-bulk vessel built in 2015 at Jiangsu New Yangzi Shipbuilding. The $26.625 million purchase price of the eco-efficient Kamsarmax was funded by a combination of $14.5 million of secured bank debt and cash on hand.
The purchase price of the bulk carrier of $28.5 million was funded by a $19.0 million secured five year secured loan from Piraeus Bank, S.A. and cash in hand. Loan principal is repayable over five years with quarterly amortization and bears interest at SOFR plus a margin of 2.35% per annum.
The purchase price of the bulk carrier of $28.5 million was funded by a $19.0 million five-year secured loan from Piraeus Bank and cash on hand. The loan principal is repayable over five years with quarterly amortization and bears interest at SOFR plus a margin of 2.35% per annum.
The carrying amounts of vessels held and used by us are reviewed accordingly for potential impairment whenever events or changes in circumstances indicate that the carrying amount plus the unamortized dry dock and survey balances of a particular vessel may not be fully recoverable.
The carrying amounts of vessels held and used by us are reviewed accordingly for potential impairment whenever events or changes in circumstances indicate that the carrying amount plus the unamortized dry-docking and special survey balances of a particular vessel may not be fully recoverable.
Operating days measures the aggregate number of days in a period during which vessels actually generate revenues. (4) We calculate fleet utilization by dividing the number of operating days during a period by the number of available days during the same period.
Operating days measure the aggregate number of days in a period during which vessels actually generate revenues. (4) We calculate fleet utilization by dividing the number of operating days during a period by the number of available days during the same period.
Revenues are generated primarily by the number of vessels in our fleet, the number of voyage days employed and the amount of daily charter hire earned under vessels’ charters.
Revenues are affected primarily by the number of vessels in our fleet, the number of voyage days employed and the amount of daily charter hire earned under vessels’ charters.
The $30.0 million purchase price for the “Konkar Venture” , which is fitted with a ballast water treatment system, was funded by a combination of secured bank debt of $16.5 million, $12.0 million cash, of which the Company contributed $7.3 million in cash, and the issuance of 267,857 restricted common shares to the related party seller.
The $30.0 million purchase price for the Konkar Venture , which is fitted with a ballast water treatment system, was funded by a combination of secured bank debt of $16.5 million, $12.0 million in cash, of which the Company contributed $7.3 million in cash, and the issuance of 267,857 restricted common shares to the related party seller.
The assumptions used to develop estimates of future cash flows are based on historical trends as well as future expectations. As of December 31, 2024, we had a working capital surplus of $33.9 million, defined as current assets minus current liabilities. The Company considered such surplus in conjunction with the future market prospects and potential future financings.
The assumptions used to develop estimates of future cash flows are based on historical trends as well as future expectations. As of December 31, 2025, we had a working capital surplus of $43.9 million, defined as current assets minus current liabilities. The Company considered such surplus in conjunction with the future market prospects and potential future financings.
During the first quarter of 2024, we took delivery, from an unaffiliated third party, of an 82,013 dwt dry-bulk vessel built in 2015 at Jiangsu New Yangzi Shipbuilding. The vessel has been named the “Konkar Asteri” and commenced commercial operations on February 29, 2024.
During the first quarter of 2024, we took delivery, from an unaffiliated third party, of an 82,013 dwt dry-bulk vessel built in 2015 at Jiangsu New Yangzi Shipbuilding. The vessel has been named the Konkar Asteri and commenced commercial operations on February 29, 2024.
Critical accounting policies are those that reflect significant judgments of uncertainties and potentially result in materially different results under different assumptions and conditions. We have described below what we believe are our most critical accounting policies, because they generally involve a comparatively higher degree of judgment in their application.
Critical accounting estimates are those that reflect significant judgments and uncertainty and potentially result in materially different results under different assumptions and conditions. We have described below what we believe are our most critical accounting estimates, because they generally involve a comparatively higher degree of judgment in their application.
Revenues from time charters, and to the extent we enter into any in the future, bareboat charters, are stable over the duration of the charter, provided there are no unexpected or periodic off-hire periods and no performance claims from the charterer or charterer defaults.
Revenues from time charters, and to the extent the Company enters into any in the future, bareboat charters, are stable over the duration of the charter, provided there are no unexpected or periodic off-hire periods and no performance claims from the charterer or charterer defaults.
Research and Development, Patents and Licenses, etc. We have no patents and do not use any licenses other than ordinary information technology licenses. We have registered our primary domain at www.pyxistankers.com. The information included on, or accessible through, our website is not a part of or incorporated by reference into this Annual Report. D. Trend Information Please see “Item 4.
Research and Development, Patents and Licenses, etc. We have no patents and do not use any licenses other than ordinary information technology licenses. We have registered our primary domain at www.pyxistankers.com. The information included on, or accessible through, our website is not a part of or incorporated by reference into this Annual Report. 87 D.
Upon acquisition of the “Konkar Venture” , the purchase price in excess of the seller’s vessel book value at the date of the transaction of $8.875 million was considered a deemed dividend by the Company (of which $7.493 million is presented in financing cash flow activities and $1.382 million as part of non-cash supplemental cash flow information for the common share issuance) and allocated to Pyxis Tankers’ equity and Non-controlling interest’s equity in accordance with their ownership percentages. 90 C.
Upon the acquisition of the Konkar Venture , the purchase price in excess of the seller’s vessel book value at the date of the transaction of $8.875 million was considered a deemed dividend by the Company (of which $7.493 million is presented in financing cash flow activities and $1.382 million as part of non-cash supplemental cash flow information for the common share issuance) and allocated to Pyxis Tankers’ equity and non-controlling interests’ equity in accordance with their ownership percentages.
(6) Daily vessel operating expenses are direct operating expenses such as crewing, provisions, repairs and maintenance, insurance, deck and engine stores, lubricating oils and tonnage tax divided by ownership days.
(6) Daily vessel operating expenses are direct operating expenses such as crewing, provisions, repairs and maintenance, insurance, deck and engine stores, lubricating oils and tonnage tax divided by ownership days for the relevant period.
Depreciation We depreciate the cost of our vessels after deducting the estimated residual value, on a straight-line basis over the expected useful life of each vessel, which is estimated to be 25 years from the date of initial delivery from the shipyard.
Depreciation We depreciate the cost of our vessels after deducting the estimated residual value, on a straight-line basis over the expected useful life of each vessel, which is estimated to be 25 years from the date of initial delivery from the shipyard. We estimate the residual values of our vessels to be $340 per lightweight ton.
The increased time charter trading activity for our vessels resulted to lower number of non-operating days per year, which represented the average time spent off-hire. If a vessel undergoes a scheduled intermediate survey, or special survey with BWTS installation, the estimated duration is five or 25 days, respectively.
The increased time charter trading activity for our vessels resulted in a lower number of non-operating days per year, which represented the average time spent positioning our vessels. If a vessel undergoes a scheduled intermediate survey, or special survey with BWTS installation, the estimated duration is 5 or 25 days, respectively.
Further, at the end of the second quarter of 2024, the Company has agreed to enter into an operating joint venture agreement to acquire an 82,013 dwt dry-bulk vessel built in 2015 at Jiangsu New Yangzi Shipbuilding, named the “ Konkar Venture” , a sister-ship of our “Konkar Asteri” .
Further, at the end of the second quarter of 2024, the Company agreed to enter into an operating joint venture agreement to acquire an 82,099 dwt dry-bulk vessel built in 2015 at Jiangsu New Yangzi Shipbuilding, named the Konkar Venture , a sister-ship of our Konkar Asteri .
The preparation of those financial statements required us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosure at the date of our financial statements. Actual results may differ from these estimates under different assumptions and conditions.
The preparation of these financial statements required us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures as of the date of our financial statements. Actual results could differ from these estimates under different assumptions and conditions.
On July 26, 2023, our Board, consisting of a majority of independent members, unanimously approved a $6.8 million equity investment in a newly formed company, which had agreed to acquire a 2016 Japanese built 63,520 dwt Ultramax bulk carrier from an un-affiliated third party.
Major Capital Expenditures On July 26, 2023, our Board, consisting of a majority of independent members, unanimously approved a $6.8 million equity investment in a newly formed company, which had agreed to acquire the Konkar Ormi , a 2016 Japanese-built 63,520 dwt Ultramax bulk carrier from an unaffiliated third party.
Financing Activities : Net cash provided by financing activities was $9.6 million for the year ended December 31, 2024, mainly reflecting an aggregate $31.0 million new long – term debt consisting of bank loans of $14.5 million for Drytwo, and $16.5 million for Drythree, secured by the “Konkar Asteri” , and the “Konkar Venture” , respectively.
During the year ended December 31, 2024, net cash provided by financing activities was $9.6 million, mainly reflecting an aggregate $31.0 million proceeds from new long – term debt consisting of bank loans of $14.5 million for Drytwo, and $16.5 million for Drythree, secured by the Konkar Asteri , and the Konkar Venture , respectively.
The $30.0 million purchase price for the “Konkar Venture” , which is fitted with a ballast water treatment system, was funded by a combination of secured bank debt of $16.5 million, $12.0 million in cash, of which the Company contributed $7.3 million in cash, and the issuance of 267,857 restricted common shares to the related party seller.
The $30.0 million purchase price for the Konkar Venture , which is fitted with a BWTS, was funded by a combination of $16.5 million of secured bank debt, $12.0 million of cash (of which the Company contributed $7.3 million), and the issuance of 267,857 restricted common shares to the related party seller.
We utilize TCE because we believe it is a meaningful measure to compare period-to-period changes in our performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which our vessels may be employed between the periods. Our management also utilizes TCE to assist them in making decisions regarding employment of the vessels.
We utilize TCE because we believe it is a meaningful measure to compare period-to-period changes in our performance despite changes in the mix of charter types (i.e., spot voyage charters, time charters and bareboat charters) under which our vessels may be employed between the periods.
The “Konkar Asteri” had a purchased price of $26.6 million of which $24.0 million paid during the year, and the “Konkar Venture” had a purchase price of $30.0 million which settled with a $28.5 million cash payment and the issuance of 267,857 restricted common shares to the related party seller.
The Konkar Asteri had a purchase price of $26.6 million of which $24.0 million was paid during 2024, and the Konkar Venture had a purchase price of $30.0 million which was settled with a $28.5 million cash payment and the issuance of 267,857 restricted common shares to the related party seller.
The Company owns 60% of the ship owning company of “Konkar Venture” and a company related to Mr. Valentios Valentis, our Chairman and CEO, will own the remaining 40%.
The Company owns 60% of the ship owning company of Konkar Venture and a company related to Mr. Valentios Valentis, our Chairman and CEO, owns the remaining 40%.
At December 31, 2024, we employed four of our vessels on time charters and two vessels in our fleet in the spot market. Revenues from time charter agreements providing for varying daily rates are accounted as operating leases and thus are recognized on a straight line basis over the term of the time charter as service is performed.
At December 31, 2025, we employed all of our vessels on short- to medium-term time charters. Revenues from time charter agreements providing for varying daily rates are accounted as operating leases and thus are recognized on a straight line basis over the term of the time charter as service is performed.
Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues generated and the amount of expenses incurred during the respective period. 77 (2) Available days are the number of ownership days in a period, less the aggregate number of days that our vessels were off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys and intermediate dry-dockings and the aggregate number of days that we spent positioning our vessels during the respective period for such repairs, upgrades and surveys.
(2) Available days are the number of ownership days in a period, less the aggregate number of days that our vessels were off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys and intermediate dry-dockings and the aggregate number of days that we spent positioning our vessels during the respective period for such repairs, upgrades and surveys.
Working Capital Position Cash and cash equivalents and restricted cash including cash that in year-end has classified as short-term investment in time deposit as of December 31, 2024, amounted to $39.6 million, compared to $56.3 million as of December 31, 2023.
Working Capital Position Cash and cash equivalents and restricted cash including cash that has been classified as short-term investment in time deposit as of December 31, 2025, amounted to $54.9 million, compared to $39.6 million as of December 31, 2024.
For more information, see “Item 16E. Purchases Of Equity Securities By The Issuer And Affiliated Purchasers.” On June 28, 2024, we closed our dry-bulk joint venture with an entity related to our Chairman and Chief Executive Officer for the acquisition of an 82,099 dwt eco-efficient Kamsarmax built in 2015 at Jiangsu New Yangzi Shipbuilding.
On June 28, 2024, we closed our dry-bulk joint venture with an entity related to our Chairman and Chief Executive Officer for the acquisition of an 82,099 dwt eco-efficient Kamsarmax built in 2015 at Jiangsu New Yangzi Shipbuilding.
The five year amortizing bank loan is priced at Term SOFR +2.15% and is secured by, among other things, the vessel.
The five-year amortizing bank loan bore interest at Term SOFR plus 2.15% and was secured by, among other things, the vessel.
We expect to rely upon operating cash flows from the employment of our vessels on spot and time charters, amounts due to related parties, long-term borrowings and the proceeds from future equity and debt offerings to fund our liquidity and capital needs and implement our growth plan.
We define working capital as current assets minus current liabilities. 83 We expect to rely upon operating cash flows from the employment of our vessels on spot and time charters, long-term borrowings and the proceeds from future equity and debt offerings to fund our liquidity and capital needs and implement our growth plan.
The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys and intermediate dry-dockings or vessel positioning.
The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys and intermediate dry-dockings or vessel positioning for such events. 77 (5) Daily TCE rate is a standard shipping industry performance measure of the average daily revenue performance of a vessel on a per voyage basis.
The ongoing Russian-Ukrainian war and more recently, the Israel-Hamas conflict have created further uncertainty for the global economic outlook, especially for the Europe, which could affect the demand for and shipment of refined petroleum products and to some extent, the certain dry-bulk cargoes.
The ongoing Russian-Ukrainian war and more recently, the war between the U.S. and Israel, and Iran have created further uncertainty for the global economic outlook which could affect the demand for and supply of refined petroleum products, including transportation, and to some extent, certain dry-bulk cargoes.
These include the following: Voyage Revenues, net We generate revenues by chartering our vessels for the transportation of petroleum products and other liquid bulk items, such as organic chemicals and bulk commodities.
Risk Factors.” Important Financial and Operational Terms We use a variety of financial and operational terms and concepts. These include the following: Voyage Revenues, net We generate revenues by chartering our vessels for the transportation of petroleum products and other liquid bulk items, such as organic chemicals, and bulk commodities.
The vessel owner generally pays commissions on both types of charters on the gross charter rate. We assessed our contracts with charterers for spot charters and concluded that there is one single performance obligation for each of our spot charters, which is to provide the charterer with a transportation service within a specified time period.
The vessel owner generally pays commissions on both types of charters on the gross charter rate. We assess our contracts with charterers and conclude that each spot voyage charter contains a single performance obligation, which is to provide the charterer with a transportation service over the contractual period.
Operating Results At December 31, 2024, we employed four of the vessels in our fleet on time charters and two vessels were operating in the spot market. Our vessels are available to operate the entire year, except for scheduled special surveys and dry-dockings.
Operating Results At December 31, 2025, we employed our six vessels in our fleet on short- to medium-term time charters. Our vessels are available to operate the entire year, except for scheduled special surveys and dry-dockings.
The break-out of revenue by spot and time charters for the years ended December 31, 2023 and 2024 is reflected below (in thousands of U.S. dollars): Year ended December 31, 2023 2024 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 The following table reflects our fleet’s ownership days, available days, operating days, utilization, TCE, average number of vessels, number of vessels at period end, average age and operating expenses in each case, for the years ended December 31, 2023 and 2024.
The break-out of revenue by spot and time charters for the years ended December 31, 2024 and 2025 is reflected below (in thousands of U.S. dollars): Year ended December 31, 2024 2025 Revenues derived from spot voyage charters, net $ 19,769 $ 2,041 Revenues derived from time charters, net 31,773 36,953 Revenues, net $ 51,542 $ 38,994 76 The following table reflects our fleet’s ownership days, available days, operating days, utilization, time charter equivalent (“TCE”), average number of vessels, number of vessels at period end, weighted average age and daily vessel operating expenses in each case, for the years ended December 31, 2024 and 2025.
During the year ended December 31, 2024, we generated a higher MR daily TCE rate of $29,289 and higher MR fleet utilization of 96.1%, compared to a daily TCE rate of $26,633 and utilization of 95.7% for the same period in 2023.
During the year ended December 31, 2025, we generated a lower MR daily TCE rate of $21,469 and higher MR fleet utilization of 97.2%, compared to a daily MR TCE rate of $29,289 and utilization of 96.1% in the same period in 2024.
Investing Activities : Net cash used investing activities during the year ended December 31, 2024, was $42.2 million a result of vessels acquisitions of the “Konkar Asteri” and the “Konkar Venture” .
During the year ended December 31, 2024, net cash used in investing activities was $42.2 million as a result of the acquisitions of the Konkar Asteri and the Konkar Venture .
Additionally, we received $5.9 million contributions from non-controlling interests to our Joint Ventures in Drythree. The above, offset by debt principal payments, of $7.3 million and $10.1 million for the full redemption of the outstanding Series A Convertible Preferred shares.
Additionally, Accuship Maritime Ltd. received an initial $5.9 million of equity contributions from its non-controlling interest in the Drythree Joint Venture. The above was offset by debt principal payments of $7.3 million and $10.1 million for the full redemption of the outstanding Series A Convertible Preferred shares.
Indebtedness Our vessel-owning subsidiaries, including our joint venture, as borrowers, entered into loan agreements in connection with the purchase of each of the vessels in our fleet. As of December 31, 2024, our vessel-owning subsidiaries had outstanding borrowings under the following loan agreements: SEVENTHONE CORP. (“Seventhone”) (which owns “Pyxis Theta” ) and SIXTHONE CORP.
Indebtedness Our vessel-owning subsidiaries, including our joint ventures, as borrowers, entered into loan agreements in connection with the purchase of each of the vessels in our fleet. As of December 31, 2025, our vessel-owning subsidiaries had outstanding borrowings under the following loan agreements: SEVENTHONE CORP. (which owns Pyxis Theta ) - Alpha Bank S.A.
The future undiscounted net operating cash flows are determined by considering the: ● estimated vessel utilization of 90.0% (considering that these vessels perform on short term time charters), deducting additional 15 days for scheduled off-hire days for planned dry-dockings and vessel surveys, and 3 days for scheduled off-hire days for planned intermediate surveys for the years thereafter, based on historical experience; ● estimated vessel scrap value at $340 per lightweight ton; ● charter revenues from existing time charters for the fixed fleet days and based on the ten-year average historical charter rates, of similar type and size vessels, including a charter premium for the scrubber fitted vessels, for the period up to the end of the estimated useful life of the vessel (when the ten-year average of historical charter rates is not available for a type of vessels, the Company uses the average of historical charter rates of the available period), net of our recent historical data on vessel operating expenses; ● inflationary factor for vessel operating expenses of 2.5% per year.
The future undiscounted net operating cash flows are determined by considering the: ● estimated vessel utilization of 90.0% reflecting employment on short-term time charters and baseline off-hire based on historical experience; estimated utilization is further reduced in applicable years by (i) 15 scheduled off-hire days for planned special surveys and dry-dockings and (ii) 3 scheduled off-hire days for planned intermediate surveys; ● estimated vessel scrap value at $340 per lightweight ton; ● charter revenues based on contracted rates for the remaining fixed fleet days and, thereafter, based on the 10-year average historical time charter rates for vessels of similar type and size, including a charter premium for scrubber-fitted vessels, where applicable, for the period through the end of the vessel’s estimated useful life (if a 10-year average is not available for a vessel type, we use the average of the available historical period); ● estimated vessel operating expenses based on our recent historical vessel operating expense levels; and ● inflationary factor, for vessel operating expenses, of 2.5% per year.
Consolidated Cash Flows information: Year ended December 31, (Amounts in thousands of U.S. dollars) 2023 2024 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 ) Operating Activities: Net cash provided by operating activities was $18.8 million for 2024, compared to net cash provided by operating activities of $21.4 million for 2023.
Consolidated Cash Flows information: Year ended December 31, (Amounts in thousands of U.S. dollars) 2024 2025 Net cash provided by operating activities $ 18,846 $ 13,609 Net cash used in investing activities (42,163 ) (1,358 ) Net cash provided by financing activities 9,571 2,061 Change in cash and cash equivalents and restricted cash $ (13,746 ) $ 14,312 Operating Activities: Net cash provided by operating activities was $13.6 million for the year ended December 31, 2025, compared to $18.8 million for the year ended December 31, 2024.
In the future, we may consider the use of additional financial hedging products to further limit our interest rate exposure. In evaluating our financial condition, we focus on the above financial and operating measures as well as fleet and vessel type for utilization, time charter equivalent rates and operating expenses to assess our operating performance.
Key Financial and Operating Measures In evaluating our financial condition, we focus on the above financial and operating measures as well as fleet and vessel type for utilization, time charter equivalent rates and daily operating expenses to assess our operating performance.
In these instances, an impairment charge would be recognized if the estimate of the undiscounted future cash flows expected to result from the use of the vessel and our eventual disposition is less than the vessel’s carrying amount plus the unamortized dry-docking and special survey balances.
In these instances, an impairment loss would be recognized when the estimate of future undiscounted net operating cash flows expected to be generated by the use and eventual disposition of the vessel is less than the vessel’s carrying amount plus the unamortized dry-docking and special survey balances, to the extent that the latter is higher than its fair market value.
Year ended December 31, MR vessels Operating Data * 2023 2024 Ownership days (1) 1,525 1,098 Available days (2) 1,482 1,098 Operating days (3) 1,418 1,055 Utilization % (4) 95.7 % 96.1 % Daily time charter equivalent rate (5) $ 26,633 $ 29,289 Daily vessel operating expenses (6) $ 7,065 $ 7,195 Average number of vessels (7) 4.2 3.0 Number of vessels at period end 3 3 Weighted average age of vessels at period end (8) 9.4 10.3 Year ended December 31, Dry-bulk vessels * 2023 2024 Ownership days (1) 109 873 Available days (2) 109 873 Operating days (3) 88 724 Utilization % (4) 80.7 % 82.9 % Daily time charter equivalent rate (5) $ 15,323 $ 15,353 Daily vessel operating expenses (6) $ 7,772 $ 6,240 Average number of vessels (7) 0.3 2.4 Number of vessels at period end 1 3 Weighted average age of vessels at period end (8) 7.2 9.2 Year ended December 31, Total fleet * 2023 2024 Ownership days (1) 1,634 1,971 Available days (2) 1,591 1,971 Operating days (3) 1,506 1,779 Utilization % (4) 94.7 % 90.3 % Daily time charter equivalent rate (5) $ 25,972 $ 23,617 Daily vessel operating expenses (6) $ 7,112 $ 6,772 Average number of vessels (7) 4.5 5.4 Number of vessels at period end 4 6 Weighted average age of vessels at period end (8) 8.8 9.6 (1) Ownership days are the total number of days in a period during which we owned each of the vessels in our fleet.
Year ended December 31, MR vessels Operating Data * 2024 2025 Ownership days (1) 1,098 1,095 Available days (2) 1,098 1,095 Operating days (3) 1,055 1,064 Utilization % (4) 96.1 % 97.2 % Daily time charter equivalent rate (5) $ 29,289 $ 21,469 Daily vessel operating expenses (6) $ 7,195 $ 7,520 Average number of vessels (7) 3.0 3.0 Number of vessels at period end 3 3 Weighted average age of vessels at period end (8) 10.3 11.3 Year ended December 31, Dry-bulk vessels * 2024 2025 Ownership days (1) 873 1,095 Available days (2) 873 1,051 Operating days (3) 724 952 Utilization % (4) 82.9 % 90.6 % Daily time charter equivalent rate (5) $ 15,353 $ 14,149 Daily vessel operating expenses (6) $ 6,240 $ 5,486 Average number of vessels (7) 2.4 3.0 Number of vessels at period end 3 3 Weighted average age of vessels at period end (8) 9.2 10.2 Year ended December 31, Total fleet * 2024 2025 Ownership days (1) 1,971 2,190 Available days (2) 1,971 2,146 Operating days (3) 1,779 2,016 Utilization % (4) 90.3 % 93.9 % Daily time charter equivalent rate (5) $ 23,617 $ 18,012 Daily vessel operating expenses (6) $ 6,772 $ 6,503 Average number of vessels (7) 5.4 6.0 Number of vessels at period end 6 6 Weighted average age of vessels at period end (8) 9.6 10.6 (1) Ownership days are the aggregate number of days in a period during which we owned each of the vessels in our fleet.
We believe that the important factors to consider in analyzing future results of operations and trends in future periods include the following: ● charter rates and periods of charter hire and any revenues we would receive in the future from any pools in which our vessels may operate; ● vessel operating expenses and voyage related costs and commissions; ● depreciation and amortization expenses, which are a function of the cost of our vessels, significant vessel maintenance or improvement costs, our vessels’ estimated useful lives and estimated residual values; ● financing costs related to our indebtedness, including hedging of interest rate risk; ● costs of being a public reporting company, including general and administrative expenses, compliance, accounting and legal costs and regulatory expenses; and ● fluctuations in foreign exchange rates because our revenues are in U.S. dollars but some of our expenses are paid in other currencies.
Discussions about possible acquisitions or sales of existing vessels are based on our financial and operational criteria which depend on the state of the charter market, availability of vessel investments, employment opportunities, anticipated dry-docking costs and general economic prospects. 75 We believe that the important factors to consider in analyzing future results of operations and trends in future periods include the following: ● charter rates, periods of charter hire and any revenues we may derive from commercial arrangements, including pools, if and when applicable; ● vessel operating expenses and voyage related costs and commissions; ● depreciation and amortization expenses, which are a function of the cost of our vessels, significant vessel maintenance or improvement costs, our vessels’ estimated useful lives and estimated residual values; ● financing costs related to our indebtedness, including hedging of interest rate risk; ● costs of being a public reporting company, including general and administrative expenses, compliance, accounting and legal costs and regulatory expenses; and ● To a lesser extent, fluctuations in foreign exchange rates, as our revenues are in U.S. dollars while certain expenses may be incurred in other currencies.
Interest and finance costs, net: Interest and finance costs, net, for the year ended December 31, 2024, were $6.5 million, compared to $5.8 million in the comparable period in 2023, an increase of $0.7 million, or 11.9%.
Interest and finance costs: Interest and finance costs for the year ended December 31, 2025, were $5.8 million, representing a decrease of $0.7 million, or 11.5%, compared to the same period of 2024.
Information on the Company—B. Business Overview—International Product Tanker and Dry-bulk Shipping Industry.” E. Critical Accounting Estimates Critical Accounting Policies The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP.
Critical Accounting Estimates The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP.
Also, during the same period, our bulkers were contracted under short-term time charters resulting in an overall dry-bulk average daily TCE rate of $15,353.
Also, during the same period, our bulkers were contracted under short-term time charters resulting in a lower overall dry-bulk average daily TCE rate of $14,149 and higher utilization of 90.6%, compared to a daily TCE rate of $15,353 and utilization of 82.9% in the same period in 2024.
On November 28, 2023 the Company announced that it had entered into a definitive agreement with an unaffiliated third party to purchase an 82,013 dwt dry-bulk vessel built in 2015 at Jiangsu New Yangzi Shipbuilding. The vessel was delivered on February 15, 2024, named the “Konkar Asteri” , and commenced its commercial operations on February 29, 2024.
The delivery of the vessel occurred on September 14, 2023, and her initial charter commenced on October 5, 2023. On November 28, 2023, the Company announced that it had entered into a definitive agreement with an unaffiliated third party to purchase an 82,013 dwt dry-bulk vessel built in 2015 at Jiangsu New Yangzi Shipbuilding.
In addition, we have concluded that spot charters meet the criteria to recognize revenue over time as the charterer simultaneously receives and consumes the benefits of our performance. Demurrage income represents payments by a charterer to a vessel owner when loading or discharging time exceeds the stipulated time in the spot charter.
We recognize voyage revenues over time, as the charterer simultaneously receives and consumes the benefits of our performance as the transportation service is provided. Demurrage income represents payments by a charterer to a vessel owner when loading or discharging time exceeds the stipulated time under a charter party.
We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less, in accordance with the optional exception in ASC 606. 74 Time Charters A time charter is a contract for the use of a vessel for a specific period of time during which the charterer pays substantially all of the voyage expenses, including port and canal charges and the cost of bunker (fuel oil), but the vessel owner pays vessel operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel, the costs of spares and consumable stores and tonnage taxes.
Time Charters A time charter is a contract for the use of a vessel for a specific period of time during which the charterer pays substantially all of the voyage expenses, including port and canal charges and the cost of bunker (fuel oil), but the vessel owner pays vessel operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel, the costs of spares and consumable stores and tonnage taxes.
We had a working capital surplus of $33.9 million as of December 31, 2024, compared to the working capital surplus of $50.8 million as of December 31, 2023. We define working capital as current assets minus current liabilities.
We had a working capital surplus of $43.9 million as of December 31, 2025, compared to the working capital surplus of $33.9 million as of December 31, 2024.
Generally, each vessel is dry-docked every 30 to 60 months for scheduled inspections, depending on its age. The capitalized costs of dry-dockings for a given vessel are amortized on a straight-line basis to the next scheduled dry-docking of the vessel.
The capitalized costs of dry-dockings for a given vessel are amortized on a straight-line basis to the next scheduled dry-docking of the vessel.
The $21.0 million are included in the investing activities and the remaining amount of $7.5 million is presented as deemed dividend in financing activities described below. The above outflows were partially offset by $3.0 million cash inflow from short-term investment in cash time deposits with maturity over three months.
The $21.0 million was included in investing activities, and the remaining amount of $7.5 million was presented as a deemed dividend in financing activities described below. The above outflows were partially offset by a net $3.0 million cash inflow from time deposits (comprised of $19.5 million of time deposit maturities, partially counterbalanced by $22.5 million of time deposit placements).
Revenues fluctuate from spot charters and, in case we also decide to participate in pools, depending on the hire rate in effect at the time of the charter or the results of the spot based pool. Recent accounting pronouncements are discussed in Note 2 of the consolidated financial statements contained within this Annual Report.
Revenues from spot voyage charters fluctuate based on the hire rate in effect at the time of the charter and may vary further depending on the terms of any other commercial arrangements the Company may enter into from time to time. Recent accounting pronouncements are discussed in Note 2 of the consolidated financial statements contained within this Annual Report. A.
Under a spot charter, we incur and pay for certain voyage expenses, primarily consisting of brokerage commissions, port and canal costs and bunker consumption, during the spot charter (load-to-discharge) and during the ballast voyage (date of previous discharge to loading, assuming a new charter has been agreed before the completion of the previous spot charter).
Any estimated demurrage is recognized over the period of the relevant charter as the performance obligation is satisfied, with subsequent changes in estimates recognized as adjustments to revenue when they occur. 73 Under a spot charter, we incur and pay for certain voyage expenses, primarily consisting of brokerage commissions, port and canal costs and bunkers consumption, during the spot charter (load-to-discharge) and during the ballast voyage (date of previous discharge to loading, assuming a new charter has been agreed before the completion of the previous spot charter).
Our Board of Directors also extended the Repurchase Program through May 16, 2025. During the year ended December 31, 2024, we repurchased a total of 331,558 common shares at an average price of $4.39 per share, excluding brokerage commissions, utilizing $1.46 million, excluding brokerage commissions.
During the year ended December 31, 2024, the Company repurchased 331,558 common shares at an average price of $4.39 per share, excluding brokerage commissions, for an aggregate purchase price of $1.46 million.
The eco-efficient Kamsarmax, is fitted with a ballast water treatment system and scrubber and had a purchase price of $26.625 million which was funded by a combination of secured bank debt of $14.5 million and cash on hand. The five-year amortizing bank loan is priced at Term SOFR +2.35% and is secured by, among other things, the vessel.
The vessel, which was delivered on February 15, 2024 was named Konkar Asteri and commenced its commercial operations on February 29, 2024. The eco-efficient Kamsarmax, is fitted with a ballast water treatment system and scrubber and had a purchase price of $26.625 million, which was funded by a combination of secured bank debt of $14.5 million and cash on hand.
On June 28, 2024, the Company completed the acquisition of an 82,099 dwt eco-efficient Kamsarmax dry-bulk built in 2015 at Jiangsu New Yangzi Shipbuilding.
On June 28, 2024, the Company completed the acquisition of the Konkar Venture , an 82,099 dwt eco-efficient Kamsarmax dry-bulk carrier built in 2015 at Jiangsu New Yangzi Shipbuilding, through a 60%-owned joint venture with a company related to the Company’s Chairman and Chief Executive Officer, Mr. Valentis.
There can be no assurance as to how long charter rates and vessel values will remain at their present levels or whether they will change by any significant degree.
Historically, actual freight rates have fluctuated widely between peaks and troughs, industry costs and scrap prices have been volatile, and long-term estimates may differ considerably. There can be no assurance as to how long charter rates and vessel values will remain at their present levels or whether they will change by any significant degree. 89
This assessment is made at the individual vessel level as separately identifiable cash flow information for each vessel is available. Measurement of the impairment loss is based on the fair value of the asset.
The impairment loss is determined by the difference between the carrying amount of the vessel plus the unamortized dry-docking and special survey balances and the fair value of the vessel. This assessment is made at the individual vessel level as separately identifiable cash flow information for each vessel is available.
On July 16, 2021, we announced the closing of a follow-on public offering of 308,487 shares of 7.75% Series A Convertible Preferred Shares of $25 liquidation preference per share, which were priced at $20.00 per share (the “Follow-on Offering”) for gross proceeds of $6.17 million.
In February 2021, we completed a private placement of 3,571,429 common shares at $7.00 per share for gross proceeds of $25.0 million, and in July 2021, we completed a follow-on public offering of 308,487 Series A Convertible Preferred Shares at $20.00 per share for gross proceeds of $6.17 million.
Upon acquisition of the “Konkar Venture” , the cash consideration in excess of the seller’s vessel book value at the date of the transaction of $7.5 million was considered a deemed dividend by the Company and was allocated to Pyxis Tankers equity and Non-controlling interest’s equity in accordance with their ownership percentages.
Upon the acquisition of the Konkar Venture from Eightytwo Corp, an entity controlled by our Chairman and Chief Executive Officer, in a transaction among entities under common control, the Company recognized the $7.5 million excess of the cash consideration over the seller’s vessel book value at the transaction date as a deemed dividend, which was allocated to Pyxis Tankers’ equity and non-controlling interests’ equity in accordance with their respective ownership percentages.
Voyage related costs and commissions : Voyage related costs and commissions of $9.5 million for the year ended December 31, 2024, represented an increase of $3.2 million, or 50.0%, from $6.4 million for the same period of 2023.
Voyage related costs and commissions : Voyage related costs and commissions of $2.7 million in the twelve months ended December 31, 2025, represented a decrease of $6.8 million, or 71.7%, from $9.5 million in the same period of 2024.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS As of March 28, 2025, our fleet consisted of three MRs, “Pyxis Lambda” , “Pyxis Theta” and “Pyxis Karteria” and three dry-bulk carriers, “Konkar Ormi” , an eco-Ultramax, “Konkar Asteri” and “Konkar Venture” both eco-Kamsarmaxes.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS As of March 23, 2026, our fleet consisted of three MRs, Pyxis Lamda , Pyxis Theta and Pyxis Karteria and three dry-bulk carriers, Konkar Ormi , an eco-Ultramax, Konkar Asteri and Konkar Venture both eco-Kamsarmaxes.
We estimate the residual values of our vessels to be $340 per lightweight ton. 75 Special Survey and Dry-docking We are obliged to periodically dry-dock each of our vessels for inspection, and to make significant modifications to comply with industry certification or governmental requirements.
Special Survey and Dry-docking We are obliged to periodically dry-dock each of our vessels for inspection, and to make significant modifications to comply with industry certification or governmental requirements. Generally, each vessel is dry-docked every 30 to 60 months for scheduled inspections, depending on its age.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeHe is the founder and has been a director of Auld Partners Ltd, a boutique shipping and finance focused advisory firm, since 2013. He is also a Director of Auld Management Ltd. From 2011 to 2012, Mr. Das was Managing Director (partner) of Navigos Capital Management LLC, an asset management firm established to focus on the shipping sector.
Biggest changeHe is also a Director of Auld Management Ltd. From 2011 to 2012, Mr. Das was Managing Director (partner) of Navigos Capital Management LLC, an asset management firm established to focus on the shipping sector. From 2005 until 2011, Mr. Das was Global Head of Shipping at HSH Nordbank AG, then the largest lender globally to the shipping industry.
Valentis was elected in the Board of Governors of the Piraeus Propeller Club and is in charge of the Maritime Committee. Mr. Valentis holds an MBA from Southern New Hampshire University. 93 Henry P. Williams was appointed as our Chief Financial Officer and Treasurer in August 2015. Mr. Williams has over 36 years of commercial, investment and merchant banking experience.
Valentis was elected in the Board of Governors of the Piraeus Propeller Club and is in charge of the Maritime Committee. Mr. Valentis holds an MBA from Southern New Hampshire University. Henry P. Williams was appointed as our Chief Financial Officer and Treasurer in August 2015. Mr. Williams has over 36 years of commercial, investment and merchant banking experience.
Pittas resigned as Managing Director of Eurobulk Ltd. Mr. Pittas has a B.Sc. in Marine Engineering from University of Newcastle Upon Tyne and a M.Sc. in both Ocean Systems Management and Naval Architecture and Marine Engineering from the Massachusetts Institute of Technology. Family Relationships There are no familial relationships among any of our executive officers or directors. 94 B.
Pittas resigned as Managing Director of Eurobulk Ltd. Mr. Pittas has a B.Sc. in Marine Engineering from University of Newcastle Upon Tyne and a M.Sc. in both Ocean Systems Management and Naval Architecture and Marine Engineering from the Massachusetts Institute of Technology. Family Relationships There are no familial relationships among any of our executive officers or directors. B.
Das also served as director of Nimrod Sea Assets Limited (LSE: NSA, listed until April 2018), which invested in marine assets associated with the offshore oil and gas industry. Mr. Das holds a BSc (Honours) degree from the University of Strathclyde. Basil G. Mavroleon serves as a Class III director. Mr.
Das also served as director of Nimrod Sea Assets Limited (LSE: NSA, listed until April 2018), which invested in marine assets associated with the offshore oil and gas industry. Mr. Das holds a BSc (Honours) degree from the University of Strathclyde. 90 Basil G. Mavroleon serves as a Class III director. Mr.
Except as otherwise determined by the EIP administrator in an award agreement, the exercise price for options shall be equal to the fair market value of a share of our common stock on the date of grant, but in no event can the exercise price be less than 100% of the fair market value on the date of grant.
Except as otherwise determined by the 2025 EIP administrator in an award agreement, the exercise price for options shall be equal to the fair market value of a share of our common stock on the date of grant, but in no event can the exercise price be less than 100% of the fair market value on the date of grant.
The SAR agreement will also specify the maximum term of the SAR, which will not exceed ten years from the date of grant. Payment upon exercise of the SAR may be made in the form of cash, shares of our common stock or any combination of both, as determined by the EIP administrator.
The SAR agreement will also specify the maximum term of the SAR, which will not exceed ten years from the date of grant. Payment upon exercise of the SAR may be made in the form of cash, shares of our common stock or any combination of both, as determined by the 2025 EIP administrator.
Restricted and/or unrestricted stock grants may be issued with or without cash consideration under the EIP and may be subject to such restrictions, vesting and/or forfeiture provisions as the EIP administrator may provide. The holder of a restricted stock grant awarded under the EIP may have the same voting, dividend and other rights as our other stockholders.
Restricted and/or unrestricted stock grants may be issued with or without cash consideration under the 2025 EIP and may be subject to such restrictions, vesting and/or forfeiture provisions as the 2025 EIP administrator may provide. The holder of a restricted stock grant awarded under the 2025 EIP may have the same voting, dividend and other rights as our other stockholders.
Settlement of vested restricted stock units may be in the form of cash, shares of our common stock or any combination of both, as determined by the EIP administrator. The holders of restricted stock units will have no voting rights. Subject to the provisions of the EIP, awards granted under the EIP may include dividend equivalents.
Settlement of vested restricted stock units may be in the form of cash, shares of our common stock or any combination of both, as determined by the 2025 EIP administrator. The holders of restricted stock units will have no voting rights. Subject to the provisions of the 2025 EIP, awards granted under the 2025 EIP may include dividend equivalents.
In the event that we are subject to a “change of control” (as defined in the EIP), the EIP administrator may, in accordance with the terms of the EIP, make such adjustments and other substitutions to the EIP and outstanding awards under the EIP as it deems equitable or desirable.
In the event that we are subject to a “change of control” (as defined in the 2025 EIP), the 2025 EIP administrator may, in accordance with the terms of the 2025 EIP, make such adjustments and other substitutions to the 2025 EIP and outstanding awards under the 2025 EIP as it deems equitable or desirable.
In 2024, we granted 2,500 restricted common shares to each independent director under the EIP. In the future, we may grant awards to the directors as compensation. We do not have a retirement plan for our officers or directors.
In 2024, we granted 2,500 restricted common shares to each independent director under the 2015 EIP. In the future, we may grant awards to the directors as compensation. We do not have a retirement plan for our officers or directors.
The audit committee, among other things, reviews our external financial reporting, engages our external auditors, and oversees our financial reporting procedures and the adequacy of our internal accounting controls. The nominating and corporate governance committee consists of Basil G. Mavroleon, Aristides J. Pittas and Valentios Valentis.
The audit committee, among other things, reviews our external financial reporting, engages our external auditors, and oversees our financial reporting procedures and the adequacy of our internal accounting controls. 92 The nominating and corporate governance committee consists of Basil G. Mavroleon, Aristides J. Pittas and Valentios Valentis.
If an award granted under the EIP is forfeited, or otherwise expires, terminates or is cancelled or settled without the delivery of shares, then the shares covered by such award will again be available to be delivered pursuant to other awards under the EIP.
If an award granted under the 2025 EIP is forfeited, or otherwise expires, terminates or is cancelled or settled without the delivery of shares, then the shares covered by such award will again be available to be delivered pursuant to other awards under the 2025 EIP.
Any shares that are held back to satisfy the exercise price or tax withholding obligation pursuant to any stock options or stock appreciation rights granted under the EIP will again be available for delivery pursuant to other awards under the EIP.
Any shares that are held back to satisfy the exercise price or tax withholding obligation pursuant to any stock options or stock appreciation rights granted under the 2025 EIP will again be available for delivery pursuant to other awards under the 2025 EIP.
Pittas has more than 30 years of shipping industry experience. He has been a member of the Board of Directors and the Chairman and Chief Executive Officer of Eurodry Ltd. (Nasdaq: EDRY) (“Eurodry”), an independent shipping company that operates in the dry-bulk shipping industry, since its inception on January 8, 2018.
Pittas has more than 30 years of shipping industry experience. He has been a member of the Board of Directors and the Chairman and Chief Executive Officer of Eurodry Ltd. (Nasdaq: EDRY), or Eurodry, an independent shipping company that operates in the dry-bulk shipping industry, since its inception on January 8, 2018.
Weber Company, Inc. for 25 years and Manager of the Projects Group for five years, from 2009 until 2013. Mr. Mavroleon currently serves as Managing Director of WeberSeas (Hellas) S.A., a comprehensive sale and purchase, newbuilding, marine projects and ship finance brokerage based in Athens, Greece.
Weber Company, Inc. for 26 years and Manager of the Projects Group for five years, from 2009 until 2013. Mr. Mavroleon currently serves as Managing Director of WeberSeas (Hellas) S.A., a comprehensive sale and purchase, newbuilding, marine projects and ship finance brokerage based in Athens, Greece.
No award may be granted under the EIP after the tenth anniversary of the date the EIP was adopted by our Board of Directors.
No award may be granted under the 2025 EIP after the tenth anniversary of the date the 2025 EIP was adopted by our Board of Directors.
He has also been a member of the Board of Directors and Chairman and Chief Executive Officer of Euroseas Ltd. (Nasdaq: ESEA) (“Euroseas”), an independent shipping company that operates in the dry-bulk and container shipping industry, since May 2005. Since 1997, Mr.
He has also been a member of the Board of Directors and Chairman and Chief Executive Officer of Euroseas Ltd. (Nasdaq: ESEA), or Euroseas, an independent shipping company that operates in the dry-bulk and container shipping industry, since May 2005. Since 1997, Mr.
Mavroleon has been in the shipping industry for 46 years. Since 1970, Mr. Mavroleon has worked for Charles R. Weber Company, Inc., one of the oldest and largest tanker brokerages and marine consultants in the United States. Mr. Mavroleon was Managing Director of Charles R.
Mavroleon has been in the shipping industry for 47 years. Since 1970, Mr. Mavroleon has worked for Charles R. Weber Company, Inc., one of the oldest and largest tanker brokerages and marine consultants in the United States. Mr. Mavroleon was Managing Director of Charles R.
Our non-executive directors receive in aggregate an annual compensation in the amount of $125,000 per year, plus reimbursements for actual expenses incurred while acting in their capacity as a director. In 2023, under the Pyxis Tankers Inc. 2015 equity incentive plan (“EIP”), we granted 5,000 restricted common shares to each independent director.
Our non-executive directors receive in aggregate an annual compensation in the amount of $125,000 per year, plus reimbursements for actual expenses incurred while acting in their capacity as a director. In 2023, under the Pyxis Tankers Inc. 2015 equity incentive plan, or 2015 EIP, we granted 5,000 restricted common shares to each independent director.
We have entered into a Head Management Agreement with Maritime, pursuant to which we currently pay approximately $1.8 million per year for the services of these individuals, and for other administrative services associated with our being a public company and other services to our subsidiaries. Please see “Item 7. Major Shareholders and Related Party Transactions – B. Related Party Transactions”.
We have entered into a Head Management Agreement with Maritime, pursuant to which we currently pay $1.9 million per year for the services of these individuals, and for other administrative services associated with our being a public company and other services to our subsidiaries. Please see “Item 7. Major Shareholders and Related Party Transactions – B. Related Party Transactions”.
Stock appreciation rights (“SARs”), will provide for a payment of the difference between the fair market value of a share of our common stock on the date of exercise of the SAR and the exercise price of a SAR, which will not be less than 100% of the fair market value on the date of grant, multiplied by the number of shares for which the SAR is exercised.
Stock appreciation rights, or SARs, will provide for a payment of the difference between the fair market value of a share of our common stock on the date of exercise of the SAR and the exercise price of a SAR, which will not be less than 100% of the fair market value on the date of grant, multiplied by the number of shares for which the SAR is exercised.
Subject to adjustment for changes in capitalization as provided in the EIP, the maximum aggregate number of shares of common stock that may be delivered pursuant to awards granted under the EIP during the ten-year term of the EIP will be 15% of the then-issued and outstanding number of shares of our common stock.
Subject to adjustment for changes in capitalization as provided in the 2025 EIP, the maximum aggregate number of shares of common stock that may be delivered pursuant to awards granted under the 2025 EIP during the 10 year term of the 2025 EIP will be 15% of the then-issued and outstanding number of shares of our common stock.
We summarize below the material terms of the EIP. The nominating and corporate governance committee of our Board of Directors serves as the administrator under the EIP.
We summarize below the material terms of the 2025 EIP. 91 The nominating and corporate governance committee of our Board of Directors serves as the administrator under the 2025 EIP.
Pittas 65 Class II Director Biographical information with respect to each of our directors and executive officers is set forth below. Valentios “Eddie” Valentis , a Class I director, has over 31 years of shipping industry experience, including owning, operating and managing tankers and bulk carriers.
Pittas 66 Class II Director Biographical information with respect to each of our directors and executive officers is set forth below. Valentios “Eddie” Valentis , a Class I director, has over 32 years of shipping industry experience, including owning, operating and managing tankers and bulk carriers.
The services of our executive officers, internal auditors and secretary are provided by Maritime. We have entered into a Head Management Agreement with Maritime, pursuant to which we currently, in 2025, pay $1.9 million per year for the services of these individuals, and for other administrative services associated with our being a public company and other services to our subsidiaries.
The services of our executive officers, internal auditors and secretary are provided by Maritime. We have entered into a Head Management Agreement with Maritime, pursuant to which we currently, in 2026, pay $2.0 million per year for the services of these individuals, and for other administrative services associated with our being a public company and other services to our subsidiaries.
We believe that the provisions in our bylaws and indemnification agreements described above are necessary to attract and retain talented and experienced officers and directors. 96 E. Share Ownership With respect to the total amount of common stock owned by all of our officers and directors as a group, please see “Item 7.
We believe that the provisions in our bylaws and indemnification agreements described above are necessary to attract and retain talented and experienced officers and directors. E. Share Ownership With respect to the total amount of common stock owned by all of our officers and directors as a group, please see “Item 7. Major Shareholders and Related Party Transactions – A.
Clawback Policy We adopted a policy regarding the recovery of erroneously awarded compensation (“Clawback Policy”) in accordance with the applicable rules of The Nasdaq Stock Market and Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended.
Clawback Policy We adopted a policy regarding the recovery of erroneously awarded compensation, or Clawback Policy, in accordance with the applicable rules of Nasdaq and Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended.
Equity Incentive Plan On October 28, 2015, we adopted the EIP, which entitles our and our subsidiaries’ and affiliates’ employees, officers and directors, as well as consultants and service providers to us (including persons who are employed by or provide services to any entity that is itself a consultant or service provider) and our subsidiaries (including employees of Maritime, our affiliated ship manager), to receive stock options, stock appreciation rights, restricted stock grants, restricted stock units, unrestricted stock grants, other equity-based or equity-related awards, and dividend equivalents.
The 2025 EIP entitles our and our subsidiaries’ and affiliates’ employees, officers and directors, as well as consultants and service providers to us (including persons who are employed by or provide services to any entity that is itself a consultant or service provider) and our subsidiaries (including employees of Maritime, our affiliated ship manager) to receive stock options, stock appreciation rights, restricted stock grants, restricted stock units, unrestricted stock grants, other equity-based or equity-related awards, and dividend equivalents.
Lytras earned a B.A. in Business Administration from Technological Institute of Piraeus and a B.S. in Economics from the University of Athens. Robin P. Das serves as a Class III director. Mr. Das has worked in shipping finance and investment banking since 1995.
Lytras earned a B.A. in Business Administration from Technological Institute of Piraeus and a B.S. in Economics from the University of Athens. Robin P. Das serves as a Class III director. Mr. Das has worked in shipping finance and investment banking since 1995. He founded Auld Partners, a boutique shipping and finance focused advisory firm, in 2013.
Major Shareholders and Related Party Transactions – A. Major Shareholders.” F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.
Major Shareholders.” F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable. 93
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.
Name Age Position Valentios “Eddie” Valentis 59 Chairman, Chief Executive Officer and Class I Director Henry P. Williams 70 Chief Financial Officer and Treasurer Konstantinos Lytras 61 Chief Operating Officer and Secretary Robin P. Das 53 Class III Director Basil G. Mavroleon 77 Class III Director Aristides J.
Pittas, expires at the 2025 annual meeting and the term of our Class III Directors, Basil G. Mavroleon and Robin P. Das, expires at the 2026 annual meeting of shareholders. There are no service contracts with our non-executive directors that provide for benefits upon termination of their services as director.
Das, expires at the 2026 annual meeting of shareholders. There are no service contracts with our non-executive directors that provide for benefits upon termination of their services as director. Our audit committee consists of three independent, non-executive directors: Robin Das, Basil Mavroleon and Aristides Pittas.
From 2005 until 2011, Mr. Das was Global Head of Shipping at HSH Nordbank AG, then the largest lender globally to the shipping industry. Before joining HSH Nordbank AG in 2005, he was Head of Shipping at WestLB and prior to that time, Mr. Das was joint Head of European Shipping at J.P. Morgan. Since October 2016, Mr.
Before joining HSH Nordbank AG in 2005, he was Head of Shipping at WestLB and prior to that time, Mr. Das was joint Head of European Shipping at J.P. Morgan. From 2016 to 2018, Mr.
Our audit committee consists of three independent, non-executive directors: Robin Das, Basil Mavroleon and Aristides Pittas. We believe that Robin Das qualifies as an audit committee “financial expert,” as such term is defined in Regulation S-K promulgated by the SEC.
We believe that Robin Das qualifies as an audit committee “financial expert,” as such term is defined in Regulation S-K promulgated by the SEC.
We held our 2024 annual meeting of shareholders on May 16, 2024, at which Valentios Valentis was re-elected to serve as a Class I Director for a term of three years until our 2027 annual meeting of shareholders. The term of our Class II Director, Aristides J.
We held our 2025 annual meeting of shareholders on May 20, 2025, at which Aristides J. Pittas was re-elected to serve as a Class II Director for a term of three years until our 2028 annual meeting of shareholders. The term of our Class III Directors, Basil G. Mavroleon and Robin P.
Individuals serving as chairs of committees will be entitled to receive additional compensation from us as the Board of Directors may determine.
Individuals serving as chairs of committees will be entitled to receive additional compensation from us as the Board of Directors may determine. Equity Incentive Plan On November 19, 2025, the Board of Directors approved a new 10-year equity incentive plan, or the 2025 EIP, as the 2015 EIP had expired.
Mavroleon and Aristides J. Pittas, have been determined by our Board of Directors to be independent under the rules of Nasdaq and the rules and regulations of the SEC. Directors elected by our common shareholders are divided into three classes serving staggered three-year terms.
Board Practices Our Board of Directors consists of four directors, three of whom, Robin P. Das, Basil G. Mavroleon and Aristides J. Pittas, have been determined by our Board of Directors to be independent under the rules of Nasdaq and the rules and regulations of the SEC.
The EIP administrator may determine the amounts, terms and conditions of any such awards provided that they comply with applicable laws.
The 2025 EIP administrator may determine the amounts, terms and conditions of any such awards provided that they comply with applicable laws. We have not set aside any amounts to provide pension, retirement or similar benefits to persons eligible to receive awards under the 2025 EIP or otherwise.
We have not set aside any amounts to provide pension, retirement or similar benefits to persons eligible to receive awards under the EIP or otherwise. 95 On May 11, 2023, our Board of Directors approved the issuance of a total of 55,000 restricted shares of our common stock to employees, officers and directors.
On May 11, 2023, our Board of Directors approved the issuance of a total of 55,000 restricted shares of our common stock to employees, officers and directors under the 2015 EIP. These restricted shares became vested on November 11, 2024.
These restricted shares became vested on November 11, 2024. On November 20, 2024, our board approved the issuance of 72,500 restricted common shares to employees, officers and directors. These additional restricted shares will vest on November 20, 2025. C. Board Practices Our Board of Directors consists of four directors, three of whom, Robin P. Das, Basil G.
On November 20, 2024, our board approved the issuance of 72,500 restricted common shares to employees, officers and directors under the 2015 EIP. These additional restricted shares will vest on November 20, 2025. As of the date of this filing, no equity awards have been issued under the 2025 EIP. C.
Added
The 2025 EIP is substantially the same as the prior plan.
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Directors elected by our common shareholders are divided into three classes serving staggered three-year terms.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following amounts were charged by Maritime to us during 2022, 2023 and 2024: Year ended December 31, (In thousands of U.S. dollars) 2022 2023 2024 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 Maritime provides certain administrative services to the joint venture ship owning entities for a fee of $150/day. 98 Promissory Note issued to Maritime Investors On October 28, 2015, we issued a promissory note in the amount of $2.5 million in favor of MIC in connection with its election to receive a portion of the merger true-up shares in the form of a promissory note (as amended, the “Promissory Note”).
Biggest changeThe following amounts were charged by Maritime to us during 2023, 2024 and 2025: Year ended December 31, (In thousands of U.S. dollars) 2023 2024 2025 Charter hire commissions $ 575 $ 644 $ 486 Ship-Management Fees 728 1,177 1,384 Administration Fees 1,812 1,958 2,036 Total $ 3,115 $ 3,779 $ 3,906 Maritime provides certain administrative services to the joint venture ship owning entities for a fee of $150/day.
The $30.0 million purchase price for the “ Konkar Venture” was funded by a combination of secured bank debt of $16.5 million, $12.0 million cash, of which the Company contributed $7.3 million in cash, and the issuance of 267,857 restricted PXS common shares (valued at $1.5 million) to the related party seller.
The $30.0 million purchase price for the Konkar Venture was funded by a combination of secured bank debt of $16.5 million, $12.0 million cash, of which the Company contributed $7.3 million in cash, and the issuance of 267,857 restricted PXS common shares (valued at $1.5 million) to the related party seller.
For 2025, we pay an aggregate fee to Konkar Agencies for the vessel management services of $873 per day for each bulker which is the same daily fee charges to the affiliated dry-bulk carriers and competitive within the dry-bulk industry. Please also see Item 7.B. Compensation of Directors, Executive Officers and Key Employees – Equity Incentive Plan. C.
For 2026, we will pay an aggregate fee to Konkar Agencies for the vessel management services of $896 per day for each bulker which is the same daily fee charges to the affiliated dry-bulk carriers and competitive within the dry-bulk industry. Please also see Item 7.B. Compensation of Directors, Executive Officers and Key Employees – Equity Incentive Plan. C.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders The following table sets forth information regarding the beneficial owners of more than 5% of shares of our common stock, and the beneficial ownership of each of our directors and executive officers and of all of our directors and executive officers as a group as of March 21, 2025.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders The following table sets forth information regarding the beneficial owners of more than 5% of shares of our common stock, and the beneficial ownership of each of our directors and executive officers and of all of our directors and executive officers as a group as of March 23, 2026.
Pittas(5) 7,500 * % All directors and executive officers as a group (6 person) 6,118,396 58.3 % (1) Except as otherwise provided herein, each person named herein as a beneficial owner of securities has sole voting and investment power as to such securities and such person’s address is c/o 59 K. Karamanli Street, Maroussi, 15125, Greece.
Pittas(5) 7,500 * % All directors and executive officers as a group (6 person) 6,124,181 59.6 % (1) Except as otherwise provided herein, each person named herein as a beneficial owner of securities has sole voting and investment power as to such securities and such person’s address is c/o 59 K. Karamanli Street, Maroussi, 15125, Greece.
In 2024 there was nominal inflation in Greece of 2.74% and, effective January 1, 2025, these fees are to increase to be in line with the reported average inflation rate of Greece in 2024.
In 2024 there was nominal inflation in Greece of 2.74% and, effective January 1, 2025, these fees are to increase to be in line with the reported average inflation rate of Greece in 2024. In 2025, the inflation rate in Greece was 2.59% and the fees were increased effective January 1, 2026.
These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Shares Beneficially Owned as of March 21, 2025 Identity of person or group (1) Number Percentage (2) Valentios “Eddie” Valentis (Maritime Investors Corp.) (3) 6,007,587 57.3 % Henry P.
These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Shares Beneficially Owned as of March 23, 2026 Identity of person or group (1) Number Percentage (2) Valentios “Eddie” Valentis (Maritime Investors Corp.) (3) 6,007,587 58.5 % Henry P.
Valentis received 4,000 restricted shares of our common stock as an award under our EIP and an award of 10,000 additional restricted common shares in November, 2024 under such plan. (4) Each of Messrs. Lytras and Williams received 4,000 restricted shares of our common stock in May 2023 and 10,000 in November, 2024 as an award under our EIP.
Valentis received 4,000 restricted shares of our common stock as an award under our 2015 EIP and an award of 10,000 additional restricted common shares in November, 2024 under such plan. (4) Each of Messrs.
Besides our three bulkers, “Konkar Ormi.” “Konkar Asteri” and “Konkar Venture” , Konkar Agencies also provides these vessel management services to two other mid-sized dry-bulk carriers, which are controlled by Mr. Valentis, our Chairman and CEO.
Besides our three bulkers, Konkar Ormi. Konkar Asteri and Konkar Venture , Konkar Agencies also provides these vessel management services to two other mid-sized dry-bulk carriers, which are controlled by Mr. Valentis, our Chairman and CEO.
The “ Konkar Venture” is a sister ship to our “ Konkar Asteri”. 99 Commercial & Technical Ship Management Agreements for Our Dry-bulk Carriers with Konkar Agencies The terms and conditions of the commercial and technical service agreements for each of our dry-bulk vessels are similar to those provided by Maritime and ITM with respect to our MRs.
The Konkar Venture is a sister ship to our Konkar Asteri. 95 Commercial & Technical Ship Management Agreements for Our Dry-bulk Carriers with Konkar Agencies The terms and conditions of the commercial and technical service agreements for each of our dry-bulk vessels are similar to those provided by Maritime and ITM with respect to our MRs.
(2) Based upon 10,485,865 common shares outstanding as of March 21, 2025. (3) Valentios “Eddie” Valentis is a 100% stockholder of MIC and shares voting and investment power with MIC of the 6,007,587 shares of our common stock held by it. In May 2023, Mr.
(2) Based upon 10,275,139 common shares outstanding as of March 23, 2026. (3) Valentios “Eddie” Valentis is a 100% stockholder of MIC and shares voting and investment power with MIC of the 6,007,587 shares of our common stock held by it. In May 2023, Mr.
Accordingly, we believe that the shares held by CEDE & CO. include shares of common stock beneficially owned by both holders in the United States and non-U.S. beneficial owners. 97 B. Related Party Transactions Amended and Restated Head Management Agreement with Maritime.
Accordingly, we believe that the shares registered in the name of CEDE & CO. include shares beneficially owned by both U.S. and non-U.S. holders. B. Related Party Transactions Amended and Restated Head Management Agreement with Maritime.
As part of the ship management services, Maritime provides us and our product tankers with the following services: commercial, sale and purchase, provisions, insurance, bunkering, operations and maintenance, dry-docking and newbuilding construction supervision. Maritime also supervises the crewing and technical management performed by ITM for all our MRs.
As part of the ship management services, Maritime provides us and our product tankers with the following services: commercial, sale and purchase, provisions, insurance, bunkering, operations and maintenance, dry-docking and newbuilding construction supervision.
Prior to our acquisition of the “Pyxis Lamda” in December 2021, the vessel was owned by a party affiliated with Mr. Valentis, our founder and Chief Executive Officer. “Pyxis Lamda” has been and is currently managed by Maritime.
Maritime also supervises the crewing and technical management performed by ITM for all our MRs. 94 Prior to our acquisition of the Pyxis Lamda in December 2021, the vessel was owned by a party affiliated with Mr. Valentis, our founder and Chief Executive Officer. Pyxis Lamda has been and is currently managed by Maritime.
Williams (4) 59,215 * % Konstantinos Lytras (4) 29,094 * % Robin P. Das(5) 7,500 * % Basil G. Mavroleon(5) 7,500 * % Aristides J.
Williams (4) 60,016 * % Konstantinos Lytras (4) 34,078 * % Robin P. Das(5) 7,500 * % Basil G. Mavroleon(5) 7,500 * % Aristides J.
(5) Each of Messrs. Das, Mavroleon and Pittas were awarded 5,000 restricted shares in May 2023 and 2.500 restricted shares in November, 2024 under our EIP. * Less than 1% of our outstanding shares of common stock.
Das, Mavroleon and Pittas were awarded 5,000 restricted shares in May 2023 and 2.500 restricted shares in November, 2024 under our 2015 EIP. * Less than 1% of our outstanding shares of common stock. As of March 23, 2026, we had 700 shareholders of record, 80 of whom were located in the United States.
The balances with Maritime and Konkar Agencies is interest free and with no specific repayment terms. Acquisition of “ Konkar Venture ” On June 28, 2024, we closed our dry-bulk joint venture with an entity related to Mr. Valentis for the acquisition of an 82,099 dwt eco-efficient Kamsarmax built in 2015 at Jiangsu New Yangzi Shipbuilding.
Relevant balances are reflected in due to related parties in the accompanying Consolidated Balance Sheets. The balances with Maritime and Konkar Agencies is interest free and with no specific repayment terms. Acquisition of Konkar Venture On June 28, 2024, we closed our dry-bulk joint venture with an entity related to Mr.
As of December 31, 2023 and 2024, there was a balance due to Maritime of $990 and $908, respectively. Further as of December 31, 2023 and 2024, there was a balance due from Konkar Agencies of $194 and due to of $65. Relevant balances are reflected in Due from/due to related parties, respectively, in the accompanying Consolidated Balance Sheets.
Maritime Advances & Konkar Agencies The balances with Maritime and Konkar Agencies are interest free and have no specific repayment terms. As of December 31, 2024 and 2025, there was a balance due to Maritime of $908 and $242, respectively. Further as of December 31, 2024 and 2025, there was a balance due to Konkar Agencies of $65 and 1,443$.
However, one of the U.S. shareholders of record is CEDE & CO., a nominee of The Depository Trust Company, which held 10,109,771 shares of our common stock as of March 21, 2025.
Such U.S. holders of record held an aggregate of 9,954,736 shares of our common stock, or 97% of our outstanding shares of common stock. Of these shares, 9,928,297 were held of record by CEDE & CO., a nominee of The Depository Trust Company.
Removed
As of March 21, 2025, we had 720 shareholders of record, 80 of which were located in the United States and held an aggregate of 10,135,460 shares of our common stock, representing 97% of our outstanding shares of common stock.
Added
Lytras and Williams received 4,000 restricted shares of our common stock in May 2023 and 10,000 in November, 2024 as an award under our 2015 EIP. (5) Each of Messrs.
Removed
The Promissory Note also included amounts due to MIC for the payment of $0.6 million by Maritime Investors to LookSmart, representing the cash consideration of the merger, and the amounts that allowed us to pay miscellaneous transactional costs. The Promissory Note had a maturity of January 15, 2017 and an interest rate of 2.75% per annum.
Added
Valentis for the acquisition of an 82,099 dwt eco-efficient Kamsarmax built in 2015 at Jiangsu New Yangzi Shipbuilding.
Removed
Certain amendments were made increasing the principal balance to $5.0 million, extending the maturity date to March 31, 2020 and the interest rate to 4.5%. On May 14, 2019, we entered into a second amendment to the Amended and Restated Promissory Note.
Removed
This amendment (i) extended the repayment of the outstanding principal, in whole or in part, until the earlier of (a) one year after the repayment of the credit facility of Eighthone with Entrust Global (the “Credit Facility”) on September 2023 (see Note 7), (b) January 15, 2024 and (c) repayment of any Paid-In-Kind (“PIK”) interest and principal deficiency amount under the Credit Facility, and (ii) increased the annual interest rate to 9.0% (of which 4.5% is payable in cash quarterly in arrears and 4.5% payable in the Company’s restricted common stock) per annum on a daily basis from April 1, 2019 until the Promissory Note was paid in full.
Removed
Otherwise, the annual interest rate of 9% would continue to be paid in cash or in the afore-mentioned combination of cash and shares on a quarterly basis, at the Company’s option.
Removed
During the year ended December 31, 2020, we issued additional 65,124 of common shares to settle the interest charged on the Promissory Note, and during the year 2021 and up to Promissory Note amendment as of May 27, 2021, we issued additional 28,068 of common shares to settle the respective interest charged on the Promissory Note.
Removed
The Credit Facility was repaid in full on March 30, 2021, and the Company had the right to continue to pay interest on the Promissory Note in the aforementioned combination of cash and shares.
Removed
During 2021, the Promissory Note was restructured and amended as of May 27, 2021, on the following basis: (a) repayment on June 17, 2021 of $1,000 in principal and $433 for accrued interest, (b) settlement on June 17, 2021 of $1,000 of principal with the issuance 272,766 restricted common shares of the Company computed on the volume weighted average closing share price for the 10-day period commencing one day after its public distribution of first quarter, 2021 financial results press release (i.e. the period from June 3 to June 16, 2021 at $3.6660) and (c) remaining balance of $3.0 million in principal having a maturity date of April 1, 2023 and interest shall accrue at annual rate of 7.5%, since June 17, 2021, payable quarterly in cash, thereafter.
Removed
In conjunction with the acquisition of the vessel “Pyxis Lamda” the Promissory Note was further amended on December 20, 2021 increasing the principal balance from $3.0 million to $6.0 million and extending the maturity date on April 1, 2024, as part of the purchase consideration for the Company’s acquisition of the “Pyxis Lamda” from an entity related to the family of the Company’s Chairman and Chief Executive Officer, Mr.
Removed
Valentis. All other terms of the Promissory Note remained in full force and effect. On February 10, 2023 we repaid $3.0 million of the $6.0 million Promissory Note. The remaining balance of this obligation was repaid on March 14, 2023.
Removed
Interest charged on the Promissory Note for the years ended December 31, 2021, 2022 and 2023, amounted to $335,000, $450,000 and $69,000 respectively, and is included in Interest and finance costs, net (Note 12) in the accompanying Consolidated Statements of Comprehensive Income.
Removed
Of the total interest charged on the Promissory Note during the year ended December 31, 2021, $216 was paid in cash, $64 was payable in cash and the remaining amount of $55 was settled in common shares during 2021. The payable in cash amount of $64 was paid in January 2022.
Removed
Of the total interest charged on the Promissory Note during the year ended December 31, 2022, $337 was paid in cash, and $113 was payable in cash and subsequently paid in January 2023.
Removed
The total interest charged on the Promissory Note during the year ended December 31, 2023, amount of $69 was repaid in cash during our first quarter, 2023, as the Promissory Note was fully repaid. Maritime Advances & Konkar Agencies The balances with Maritime and Konkar Agencies are interest free and have no specific repayment terms.