UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of: October 2015
Commission File Number: 333-203598
Pyxis Tankers Inc.
59 K. Karamanli Street
Maroussi 15125 Greece
+30 210 638 0200
(Address of registrant's principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F | x | Form 40-F | ¨ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):___
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):___
Pyxis Tankers Inc. (the “Company”) is furnishing this Report of Foreign Private Issuer on Form 6-K to the Securities and Exchange Commission for the purpose of providing the press releases issued by the Company on October 28, 2015 and October 29, 2015, respectively, copies of which are filed as Exhibit 99.1 and 99.2 hereto and incorporated herein by reference.
| Exhibit Number | Document | |
| 99.1 | Press Release dated October 28, 2015 | |
| 99.2 | Press Release dated October 29, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PYXIS TANKERS INC. | ||
| By: | /s/ Henry Williams | |
| Name: | Henry Williams | |
| Title: | Chief Financial Officer | |
Date: October 30, 2015
Exhibit Index
| Exhibit Number | Document | |
| 99.1 | Press Release dated October 28, 2015 | |
| 99.2 | Press Release dated October 29, 2015 |
Exhibit 99.1
Pyxis Tankers Inc. Completes Merger with LookSmart, Ltd. and Expects to Commence Trading on the NASDAQ Capital Market Today
October 28, 2015 Maroussi, Greece. Pyxis Tankers Inc. (“Pyxis”), an international maritime transportation company with a focus on the product tanker sector, announced today that it completed its merger with LookSmart, Ltd (“LookSmart”). Pyxis' common stock has been approved to be listed on the NASDAQ Capital Market. Pyxis’ common stock will be traded on a “when issued” basis under the symbol “PXSSV” today and begin regular way trading under the trading symbol “PXS” starting from October 29, 2015.
In accordance with the terms of the merger agreement, LookSmart merged with and into Maritime Technologies Corp., a Delaware corporation and a wholly owned subsidiary of Pyxis. As a condition precedent to the consummation of the merger, LookSmart transferred all of its business, assets and liabilities to its wholly owned subsidiary, LookSmart Group, Inc. (“LSG”), and then spun off the ownership of LSG to the LookSmart shareholders. Upon consummation of the spin-off and immediately prior to the consummation of the merger, LookSmart consummated a 1 to .1512 reverse split, thereby reducing the number of its shares outstanding from 5,768,851 to 872,036. In connection with the closing of the merger, each post-split share of LookSmart will be cancelled and exchanged for the right to receive 1.0667 shares of Pyxis common stock. Immediately following the merger, Pyxis has a total of 18,243,143 shares of common stock issued and outstanding. As a result of the merger, LookSmart's stock was suspended as of the close of trading on October 27, 2015 and no longer trades on the NASDAQ Capital Market.
Valentios Valentis, Chairman and CEO of Pyxis stated “as a NASDAQ listed company, we are excited about our industry, our operations and opportunities for growth as well as developing a mutually beneficial relationship with the investment community.”
About Pyxis Tankers Inc.
Pyxis Tankers Inc. is a holding company incorporated on March 23, 2015 under the laws of the Republic of the Marshall Islands. Pyxis owns a fleet comprised of six double hull product tankers, which had a weighted average age of 4.3 years as of June 30, 2015, based on deadweight tonnage, that are employed under a mix of short- and medium-term time charters and spot charters. Four of the vessels in the fleet are medium-range, or MR, product tankers, three of which have eco-efficient or eco-modified designs, and two of which are short-range tanker sister ships. Each of the vessels in the fleet 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.
Forward Looking Statement
This press release includes "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements include statements about our plans, strategies, financial performance, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," "continue," "likely," "will," "would" and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Pyxis and its management team, are inherently uncertain. A more complete description of these risks and uncertainties can be found in our filings with the U.S. Securities and Exchange Commission. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date of this press release. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws.
Contact:
Pyxis Tankers Inc.
59 K. Karamanli Street
Maroussi 15125 Greece
Visit our website www.pyxistankers.com.
Company Contacts:
Henry Williams
CFO
Tel: +1 (516) 455-0106
Email: hwilliams@pyxistankers.com
Antonios C. Backos Senior
VP for Corporate Development and General Counsel
Tel: +30 (210) 638-0100
Email: abackos@pyxistankers.com
Exhibit 99.2
Pyxis Tankers Inc. Completed Merger with LookSmart, Ltd. and Has Commenced Trading under symbol “PXS” on the NASDAQ Capital Market
October 29, 2015 Maroussi, Greece. Pyxis Tankers Inc. (“Pyxis”), an international maritime transportation company with a focus on the product tanker sector, announced today that pursuant to its previously disclosed completed merger with LookSmart, Ltd (“LookSmart”) on October 28, 2015, Pyxis common stock was approved to be listed on the NASDAQ Capital Market under the trading symbol “PXS”.
In connection with the closing of the merger, LookSmart consummated a 1 to .1512 reverse split, thereby reducing the number of its shares outstanding from 5,768,851 to 872,036. Each post-split share of LookSmart was cancelled and exchanged for the right to receive 1.0667 shares of Pyxis common stock. Following the merger, Pyxis had a total of 18,244,671shares (giving effect to rounding up on fractional shares) of common stock issued and outstanding.
About Pyxis Tankers Inc.
Pyxis Tankers Inc. is a holding company incorporated on March 23, 2015 under the laws of the Republic of the Marshall Islands. Pyxis owns a fleet comprised of six double hull product tankers, which had a weighted average age of 4.3 years as of June 30, 2015, based on deadweight tonnage, that are employed under a mix of short- and medium-term time charters and spot charters. Four of the vessels in the fleet are medium-range, or MR, product tankers, three of which have eco-efficient or eco-modified designs, and two of which are short-range tanker sister ships. Each of the vessels in the fleet 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.
Forward Looking Statement
This press release includes "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements include statements about our plans, strategies, financial performance, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," "continue," "likely," "will," "would" and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Pyxis and its management team, are inherently uncertain. A more complete description of these risks and uncertainties can be found in our filings with the U.S. Securities and Exchange Commission. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date of this press release. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws.
| Contact: | |
| Pyxis Tankers Inc. | |
| 59 K. Karamanli Street | |
| Maroussi 15125 Greece | |
| +30 210 638 0200 | |
| Visit our website www.pyxistankers.com. | |
| Company Contacts: | |
|
Henry Williams CFO |
|
| Tel: +1 (516) 455-0106 | |
| Email: hwilliams@pyxistankers.com | |
| Antonios C. Backos Senior | |
| VP for Corporate Development and General Counsel | |
| Email: abackos@pyxistankers.com |