S-8

As submitted to the Securities and Exchange Commission on November 7, 2019.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PANGAEA LOGISTICS SOLUTIONS LTD.

(Exact name of registrant as specified in its charter)

Bermuda 
(State or other jurisdiction of
incorporation or organization) 4412 
(Primary Standard Industrial
Classification Code Number) Not Applicable 
(I.R.S. Employer
Identification Number)

Pangaea Logistics Solutions Ltd.

c/o Phoenix Bulk Carriers (US) LLC

109 Long Wharf

Newport, Rhode Island 02840

(401) 846-7790

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Pangaea Logistics Solutions Ltd. 2014 Share Incentive Plan (as amended and restated by the Board of Directors on May 14, 2019)

(Full title of the plan)

Gianni Del Signore

Pangaea Logistics Solutions Ltd.

c/o Phoenix Bulk Carriers (US) LLC

109 Long Wharf

Newport, Rhode Island 02840

(401) 846-7790

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Edward S. Horton, Esq.

Seward & Kissel LLP

One Battery Park Plaza

New York, New York 10004

(212) 574-1200

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company x
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

	Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price	Amount of registration fee (3)
Common Shares, par value $0.0001 per share		1,500,000	$3.3200	4,980,000	$646.40
(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement shall also cover any additional shares of the Registrant’s common shares (“ Common Share ”) that become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction that does not result in additional consideration to the Registrant.
(2)	Pursuant to Rule 457(c) and (h) under the Securities Act, the proposed maximum offering price per share was determined based on the high and low prices of Pangaea Logistics Solutions Ltd.’s Common Shares reported by the Nasdaq Capital Market on November 7, 2019.
(3)	Calculated by multiplying the proposed maximum aggregate offering price by 0.0001298

EXPLANATORY NOTE

Pangaea Logistics Solutions Ltd. has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933 to register an additional 1,500,000 shares of its common shares, par value $0.0001 per share, which we refer to as the Common Shares, that are reserved for issuance in respect of awards to be granted under the Pangaea Logistics Solutions Ltd. 2014 Share Incentive Plan (as amended and restated by the Board of Directors on May 14, 2019), which we refer to as the Plan. In accordance with Section E. - Registration of Additional Securities of the General Instructions to Form S-8, the contents of the earlier registration statement on Form S-8 (file number 333-214557), which was filed with the Securities and Exchange Commission on November 10, 2016, that relate to the plan, are incorporated herein by reference, except to the extent expressly superseded herein.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport, Rhode Island on November 7, 2019.

Pangaea Logistics Solutions Ltd.
By:	/s/ Edward Coll
Name:		Edward Coll
Title:		Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

Each person whose signature appears below constitutes and appoints Edward Coll and Gianni Del Signore and each of them, as attorney-in-fact with full power of substitution and re-substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/ Edward Coll	Chairman of the Board of Directors and Chief Executive Officer	November 7, 2019
Edward Coll	(Principal Executive Officer)
/s/ Gianni Del Signore	Chief Financial Officer	November 7, 2019
Gianni Del Signore	(Principal Financial and Accounting Officer)
/s/ Carl Claus Boggild	President (Brazil) and Director	November 7, 2019
Carl Claus Boggild
/s/ Anthony Laura	Director	November 7, 2019
Anthony Laura
/s/ Peter M. Yu	Director	November 7, 2019
Peter M. Yu
/s/ Paul Hong	Director	November 7, 2019
Paul Hong
/s/ Mark L. Filanowski	Director	November 7, 2019
Mark L. Filanowski
/s/ Eric S. Rosenfeld	Director	November 7, 2019
Eric S. Rosenfeld
/s/ David D. Sgro	Director	November 7, 2019
David D. Sgro
/s/ Richard du Moulin	Director	November 7, 2019
Richard du Moulin

EXHIBIT INDEX

		Incorporated by Reference
Exhibit No.	Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
4.1	Bye-laws of Pangaea Logistics Solutions Ltd.	S-4	333-195910	3.2	May 13, 2014
4.2	Form of Common Stock Certificate.	S-4/A	333-195910	4.4	July 15, 2014
5.1	Opinion of  Appleby (Bermuda) Limited					X
23.1	Consent of Grant Thornton LLP.					X
23.2	Consent of Appleby (Bermuda) Limited					Filed as part of Exhibit 5.1
24.1	Power of Attorney (included on signature page of the Registration Statement)	S-8	333-201333	24.1	June 21, 2019	X
99.1	Pangaea Logistics Solutions Ltd. 2014 Equity Incentive Plan (as amended and restated by the Board of Directors on May 14, 2019)	DEF 14A	001-36798	10.45	June 21, 2019

EX-5.1

Exhibit 5.1

Pangaea Logistics Solutions Ltd.	Email  jwilson@applebyglobal.com
c/o Phoenix Bulk Carriers (US) LLC	Direct Dial  1 441 298 3559
109 Long Wharf	Tel  1 441 295 2244
Newport, RI 02840	Fax  1 441 292 8666
	Your Ref
	Appleby Ref  428932.0001/JW

7 November 2019    

	Dear Sirs
Bermuda Office	Pangaea Logistics Solutions Ltd. (Company)
Appleby (Bermuda) Limited
Canon's Court 22 Victoria Street PO Box HM 1179 Hamilton HM EX Bermuda Tel +1 441 295 2244	We have acted as legal counsel in Bermuda to the Company and this opinion as to Bermuda law is addressed to you in connection with the filing by the Company with the United States Securities and Exchange Commission (SEC) under The Securities Act of 1933, as amended (Securities Act) of a Registration Statement on Form S-8 (Registration Statement) in relation to the registration of 1,500,000 common shares of par value USD 0.0001 per share (Common Shares) issuable in accordance with the Pangaea Logistics Solutions Ltd. 2014 Share Incentive Plan (as amended and restated by the Board of Directors of the Company on 14 May 2019) (AmendedPlan). For the purposes of this opinion we have examined and relied upon the documents listed, (which in some cases, are also defined) in the Schedule to this opinion (Documents).

1. ASSUMPTIONS

In stating our opinion we have assumed:

1.1 the authenticity, accuracy and completeness of all Documents and other documentation examined by us or submitted to us as originals and the conformity to authentic original documents of all Documents and such other documentation submitted to us as certified, conformed, notarised or photostatic copies;

1.2 that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;

1.3 the genuineness of all signatures on the Documents;

1.4 the authority, capacity and power of each of the persons signing the Documents (other than the Company);

1.5 that any representation, warranty or statement of fact or law, other than as to the laws of Bermuda, made in any of the Documents is true, accurate and complete;

1.6 that the records which were the subject of the Company Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Company Search been materially altered;

1.7 that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Litigation Search been materially altered;

1.8 that there are no provisions of the laws or regulations of any jurisdiction, other than Bermuda, which would be contravened by the execution or delivery of the Amended Plan or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Amended Plan is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;

1.9 that the Resolutions are in full force and effect and have not been rescinded, either in whole or in part, and accurately record the resolutions passed by the Board of Directors of the Company in a meeting which was duly convened and at which a duly constituted quorum was present and voting throughout and that there is no matter affecting the authority of the Directors to take the actions specified in the

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Resolutions, not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein;

1.10 that, when the Directors of the Company adopted the Resolutions, each of the Directors discharged his fiduciary duties to the Company and acted honestly and in good faith with a view to the best interest of the Company;

1.11 that the Company has filed the Registration Statement in good faith for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing that the activities contemplated by the Registration Statement and the Amended Plan would benefit the Company; and

1.12 that the general permissions contained in the Notice remain in full force and effect on the date on which either the Company issues or transfers any securities.

2. OPINION

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that the Common Shares, when issued in accordance with the Amended Plan, will be duly authorised, validly issued, fully paid and non-assessable shares of the Company.

3. RESERVATIONS

We have the following reservations:

3.1 We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof.

3.2 Where an obligation is to be performed in a jurisdiction other than Bermuda, the courts of Bermuda may refuse to enforce it to the extent that such performance would be illegal under the laws of, or contrary to public policy of, such other jurisdiction.

3.3 Any reference in this opinion to shares being “non-assessable” shall mean, in relation to fully-paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and the holder of the shares, that: no shareholder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of the Company, or otherwise; and no shareholder shall be bound by an alteration of the Memorandum of Association or Bye-Laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for, additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company.

3.4 Searches of the Register of Companies at the office of the Registrar of Companies and of the Supreme Court Causes Book at the Registry of the Supreme Court are not conclusive and it should be noted that the Register of Companies and the Supreme Court Causes Book or Judgment Book do not reveal:

(a) details of matters which have been lodged for filing or registration which as a matter of best practice of the Registrar of Companies or the Registry of the Supreme Court would have or should have been disclosed on the public file, the Causes Book or the Judgment Book, as the case may be, but for whatever reason have not actually been filed or registered or are not disclosed or which, notwithstanding filing or registration, at the date and time the search is concluded are for whatever reason not disclosed or do not appear on the public file, the Causes Book or Judgment Book;

(b) details of matters which should have been lodged for filing or registration at the Registrar of Companies or the Registry of the Supreme Court but have not been lodged for filing or registration at the date the search is concluded;

(c) whether an application to the Supreme Court for a winding-up petition or for the appointment of a receiver or manager has been prepared but not yet been presented or has been presented but does not appear in the Causes Book or Judgment Book at the date and time the search is concluded;

(d) whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened, or whether any arbitrator has been appointed; or

(e) whether a receiver or manager has been appointed privately pursuant to the provisions of a debenture or other security, unless notice of the fact has been entered in the Register of Charges in accordance with the provisions of the Companies Act 1981.

3.5 In order to issue this opinion we have carried out the Company Search as referred to in the Schedule to this opinion and have not enquired as to whether there has been any change since the date of such search.

3.6 In order to issue this opinion we have carried out the Litigation Search as referred to in the Schedule to this opinion and have not enquired as to whether there has been any change since the date of such search.

4. DISCLOSURE

This opinion is addressed to you in connection with the filing of this opinion as an exhibit to the Registration Statement. We consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement but it is not to be made available, or relied on by any other person or entity, or for any other purpose, nor quoted or referred to in any public document nor filed with any governmental agency or person (other than the SEC in connection

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with the Registration Statement), without our prior written consent except as may be required by law or regulatory authority. As Bermuda attorneys we are not qualified to opine on matters of law of any jurisdiction other than Bermuda and accordingly we do not admit to being an expert within the meaning of the Securities Act.

Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable laws or the existing facts or circumstances should change.

This opinion is governed by and is to be construed in accordance with Bermuda law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than Bermuda.

Yours faithfully

Appleby (Bermuda) Limited

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SCHEDULE

1. The entries and filings shown in respect of the Company on the file of the Company maintained in the Register of Companies at the office of the Registrar of Companies in Hamilton, Bermuda, as revealed by a search conducted on 7 November 2019 (Company Search).

2. The entries and filings shown in respect of the Company in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a search conducted on 7 November 2019 (Litigation Search).

3. A certified copy of the Certificate of Incorporation on Change of Name, Certificate of Incorporation, Amended and Restated Memorandum of Association (Memorandum of Association) and Bye-Laws adopted for the Company (collectively referred to as the Constitutional Documents).

4. A copy of the Minutes of the Meeting of the Board of Directors of the Company held on 14 May 2019 (Resolutions).

5. A copy of the notice to the public dated 1 June 2005 as issued by the Bermuda Monetary Authority under the Exchange Control Act 1972 and the Exchange Control Regulations 1973 (Notice).

6. A certified copy of the Register of Directors and Officers.

7. A Director’s Certificate dated 7 November 2019 signed by Edward Coll.

8. A PDF copy of the Registration Statement.

9. A PDF copy of the Amended Plan.

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 20, 2019 with respect to the consolidated financial statements of Pangaea Logistics Solutions Ltd. included in the Annual Report on Form 10-K for the year ended December 31, 2018, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.

/s/ GRANT THORNTON LLP

Hartford, CT

November 7, 2019