CUSIP
NO. Y71726 106
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1
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Name of Reporting Person; S.S. or I.R.S. Identification No. of Above Person
(entities only)
Maritime Investors Corp.
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2
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Check the Appropriate Box if a Member of a Group
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(a) [ ]
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(b) [X]
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3
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SEC Use Only
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4
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Source of Funds: WC
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5
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
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6
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Citizenship or Place of Organization: Republic of the Marshall Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON WITH
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7
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Sole Voting Power:
0
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8
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Shared Voting Power:
22,827,922
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9
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Sole Dispositive Power:
0
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10
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Shared Dispositive Power:
22,827,922
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11
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Aggregate Amount Beneficially Owned by Reporting Person:
22,827,922
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12
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Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)
[ ]
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13
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Percent of Class Represented by Amount In Row 11
53.8 % *
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14
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Type of Reporting Person:
CO
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*
Based on 42,455,857 common shares of Pyxis Tankers Inc. (the “Shares”) issued and outstanding as of December 20,
2021.
CUSIP
NO. Y71726 106
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1
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Name
of Reporting Person; S.S. or I.R.S. Identification No. of Above Person (entities only)
Valentios
Valentis
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2
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Check
the Appropriate Box if a Member of a Group
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(a)
[ ]
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(b)
[X]
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3
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SEC
Use Only
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4
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Source
of Funds: Not applicable
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5
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6
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Citizenship
or Place of Organization: Greece
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON WITH
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7
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Sole Voting Power:
|
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8
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Shared Voting Power:
22,827,922 *
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9
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Sole Dispositive Power:
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10
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Shared Dispositive Power:
22,827,922 *
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11
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Aggregate Amount Beneficially Owned by Reporting Person:
22,827,922 *
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12
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Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)
[ ]
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13
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Percent of Class Represented by Amount In Row 11
53.8 %**
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14
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Type of Reporting Person:
IN
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**
Based on 42,455,857 Shares issued and outstanding as of December 22, 2021.
This
Amendment No. 7 (“Amendment No. 7”) amends and supplements the Schedule 13D filed with the Securities and Exchange
Commission (the “SEC”) on November 10, 2015, amended by Amendment No. 1 filed with the Securities and Exchange Commission
on June 13, 2017, Amendment No. 2 filed with the SEC on August 10, 2017, Amendment No. 3 filed with the SEC on January 2, 2018, Amendment
No. 4 filed with the SEC on November 4, 2019, Amendment No. 5 filed with the SEC on March 1, 2021, and Amendment No. 6 filed with the
SEC on June 17, 2021 (as amended, the “Schedule 13D”) by Maritime Investors Corp. (“MIC”) and Mr.
Valentios Valentis, the Chairman and Chief Executive Officer of the Issuer (collectively with MIC, the “Reporting Persons”).
MIC is owned and controlled by Mr. Valentis and his family members. The Reporting Persons may constitute a “group”
for reporting purposes of Rule 13d-5 under the Securities Exchange Act of 1934, as amended, with respect to their respective beneficial
ownership of the Shares (as defined below). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in
the Schedule 13D.
Information
contained herein with respect to each Reporting Person is given solely by such Reporting Person, and no other Reporting Person has responsibility
for the accuracy or completeness of information supplied by such other Reporting Person.
Item
1. Security and Issuer
This
Amendment No. 7 relates to shares of common stock, $0.001 par value per share (the “Shares”), of Pyxis
Tankers Inc., a Marshall Islands corporation (the “Issuer”). The Issuer’s principal executive offices are
located at c/o Pyxis Maritime Corp., K. Karamanli 59, Maroussi 15125, Greece.
Item
2. Identity and Background.
There are no material changes
to the Schedule 13D.
Item
3. Source and Amount of Funds or Other Consideration
The information set forth
in Item 3 of the Schedule 13D is hereby supplemented by adding the following information thereto:
On December 20, 2021, an
entity related to the Reporting Persons sold to the Issuer, the “Pyxis Lamda”, a 2017-built 50,296 dwt. eco-efficient MR
product tanker that was constructed at SPP Shipbuilding Co. Ltd. in South Korea for $32 million. As consideration for the transaction,
entities related to the Reporting Persons received approximately $26 million in cash, $3 million in the form of an amended unsecured
promissory note with the Issuer due in 2024 and $3 million of Shares of the Issuer, or 4,139,003 newly issued Shares, that were issued
to MIC and reported herein.
Item
4. Purpose of Transaction
There
are no material changes to the Schedule 13D.
Item
5. Interest in Securities of the Issuer
The
information set forth in Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a.
and b.) According to information received from the Issuer, as of the date of this report, there were 42,455,857 Shares issued
and outstanding. Based on the foregoing, the Reporting Persons report beneficial ownership of the following Shares
As
of the date hereof, MIC owns 22,827,922 Shares, which represents an aggregate of approximately 53.8% of the issued and
outstanding Shares. MIC has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of
22,827,922 Shares. MIC has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or
direct the disposition of 22,827,922 Shares.
As of the date hereof, Mr.
Valentios Valentis and his family members own all of the outstanding interests in MIC and may be deemed to beneficially own the
22,827,922 Shares owned by MIC, which represents an aggregate of approximately 53.8% of the issued and outstanding Shares. Mr. Valentis
has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 22,827,922 Shares. Mr. Valentis
has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 22,827,922
Shares.
(c) Except as otherwise
described in this Amendment No. 7, there have been no transactions by the Reporting Persons in the Shares during the past
60 days
(d)
Not applicable.
(e)
Not applicable
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information set forth
in Item 6 of the Schedule 13D is hereby supplemented by adding the following information thereto:
In connection with the transaction
described in Item 3, the Issuer agreed to provide MIC with customary registration rights, including one demand registration right, in
respect of the 4,139,003 Shares.
Item
7. Material to Be Filed as Exhibits
There are no material changes
to the Schedule 13D.
SCHEDULE
13D SIGNATURE PAGE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
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MARITIME
INVESTORS CORP.
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By:
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/s/
Valentios Valentis
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Name:
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Valentios
Valentis
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Title:
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Director
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/s/
Valentios Valentis
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Valentios
Valentis
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Dated:
December 27, 2021
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JOINT
FILING AGREEMENT
The
undersigned, being duly authorized thereunto, hereby executes this agreement as an exhibit to this Schedule 13D/A with respect to the
common shares of Pyxis Tankers Inc. to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant
to the Securities Exchange Act of 1934, as amended to file this Schedule 13D/A, and any amendment hereto, jointly on behalf of each such
party.
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MARITIME
INVESTORS CORP.
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By:
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/s/
Valentios Valentis
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Name:
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Valentios
Valentis
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Title:
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Director
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/s/
Valentios Valentis
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Valentios
Valentis
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Dated:
December 27, 2021
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