S-8

Registration No. 333-________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_____________________

PYXUS INTERNATIONAL, INC.

(Exact name of registrant, as specified in its charter)

                Virginia                 (State or other jurisdiction of incorporation or organization)      85-2386250      (I.R.S. Employer) Identification No.)

6001 Hospitality Court, Suite 100

                Morrisville, North Carolina 27560-2009                

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (919) 379-4300

_____________________

PYXUS INTERNATIONAL, INC. AMENDED AND RESTATED 2020 INCENTIVE PLAN

(Full title of the plan)

_____________________

William L. O’Quinn, Jr.

Senior Vice President - Chief Legal Officer and Secretary

Pyxus International, Inc.

6001 Hospitality Court

        Morrisville, North Carolina 27560-2009        

(Name and address of agent for service)

(919) 379-4300

(Telephone number, including area code, of agent for service)

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

    Large accelerated filer ☐    Accelerated filer ☐

    Non-accelerated filer ☒    Smaller reporting company ☒

    Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.

Not required to be filed with the Securities and Exchange Commission (the “Commission”).

Item 2.    Registrant Information and Employee Plan Annual Information.

Not required to be filed with the Commission.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This Registration Statement on Form S-8 is filed by Pyxus International, Inc., a Virginia corporation (the “Company” or the “Registrant”) relating to 1,020,000 additional shares of its common stock, without par value per share, issuable pursuant to the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan.

Item 3.    Incorporation of Documents by Reference.

The Company hereby incorporates by reference into this registration statement the following documents filed by the Company with the Securities and Exchange Commission (the “Commission”):

(a)    Annual Report on Form 10-K for the fiscal year ended March 31, 2023;

(b)    Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023;

(c)    Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023;

(d)    Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2023;

(e)    Current Reports on Form 8-K filed on May 30, 2023, August 17, 2023, September 12, 2023, March 25, 2024 and March 25, 2024; and

(f)    The description of the Company’s common stock, without par value, contained in Exhibit 4.04 filed with the Annual Report on Form 10-K for the fiscal year ended March 31, 2021.

All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing such documents. Any statement contained in this registration statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document which is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any other subsequently filed document that is or is deemed to be incorporated by reference herein, modifies or supersedes such statement.

Item 4.    Description of Securities.

Not applicable.

Item 5.    Interests of Named Experts and Counsel.

Not applicable.

Item 6.    Indemnification of Directors and Officers.

The Virginia Stock Corporation Act (the “VSCA”) permits, and the Company’s amended and restated articles of incorporation provide for, the indemnification of the Company’s directors and officers in a variety of circumstances, which may include indemnification for liabilities under the Securities Act. Under sections 13.1-697 and 13.1-702 of the VSCA, a Virginia corporation generally is authorized to indemnify its directors and officers in civil and criminal actions if they acted in good faith and believed their conduct to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful. The Company’s amended and restated articles of incorporation require indemnification of directors and officers with respect to certain liabilities and expenses imposed upon them by reason of having been a director or officer, except in the case of willful misconduct or a knowing violation of criminal law. The Company has obtained insurance on behalf of its directors, officers, employees or agents that may cover liabilities under the Securities Act. In addition, the VSCA and the Company’s amended and restated articles of incorporation eliminate the liability for monetary damages of a director or officer in a shareholder or derivative proceeding. This elimination of liability will not apply in the event of willful misconduct or a knowing violation of criminal law or any federal or state securities law. Sections 13.1-692.1 and 13.1-696 through 704 of the VSCA are incorporated into this paragraph by reference.

Item 7.    Exemption from Registration Claimed.

Not applicable.

Item 8.    Exhibits.

Exhibit Number	Description
4.1	Pyxus International, Inc. Amended and Restated 2020 Incentive Plan, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on March 25, 2024 (SEC File No. 001-13684)
4.2	Amended and Restated Articles of Incorporation of Pyxus International, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K12G3 filed on August 24, 2020 (SEC File No. 001-13684)
4.3	Amended and Restated Bylaws of Pyxus International, Inc., incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K12G3 filed on August 24, 2020 (SEC File No. 001-13684)
4.4	Shareholders Agreement dated as of August 24, 2020 among Pyxus International, Inc. and the Investors (as defined therein), incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8‑K12G3 filed on August 24, 2020 (SEC File No. 001-13684)
4.5	First Amendment to Shareholders Agreement dated as of September 14, 2020 among Pyxus International, Inc., Glendon Capital Management LP on behalf of its Affiliates that hold common shares of Pyxus International, Inc., and Monarch Alternative Capital LP, on behalf of its Affiliates that hold common shares of Pyxus International, Inc., incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 14, 2020 (File No. 001-13684)
5	Opinion of Robinson, Bradshaw & Hinson, P.A.
23.1	Consent of Robinson, Bradshaw & Hinson, P.A. (contained in Exhibit 5)
23.2	Consent of Deloitte & Touche LLP
24.1	Powers of Attorney
107	Filing Fee Table

Item 9.    Undertakings.

(a)    The undersigned Registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)    To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii)    To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(b)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d)    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe it meets all 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 Morrisville, State of North Carolina, on March 27, 2024.

PYXUS INTERNATIONAL, INC.

By:     /s/ William L. O’Quinn, Jr.            

    William L. O’Quinn, Jr.

Senior Vice President - Chief Legal Officer and Secretary

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ J. Pieter Sikkel	President and Chief Executive Officer and Director	March 27, 2024
J. Pieter Sikkel	(Principal Executive Officer)
/s/ Flavia B. Landsberg	Executive Vice President and Chief Financial Officer	March 27, 2024
Flavia B. Landsberg	(Principal Financial Officer)
/s/ Philip C. Garofolo	Vice President Finance and Chief Accounting Officer	March 27, 2024
Philip C. Garofolo	(Principal Accounting Officer)
/s/ John S. Alphin	Director	March 27, 2024
John S. Alphin*
/s/ Jamie J. Ashton	Director	March 27, 2024
Jamie J. Ashton*
/s/ Patrick J. Bartels, Jr.	Director	March 27, 2024
Patrick J. Bartels, Jr.*
/s/ Robert D. George	Director	March 27, 2024
Robert D. George*
/s/ Cynthia P. Moehring	Director	March 27, 2024
Cynthia P. Moehring*
/s/ Richard J.C. Topping	Director	March 27, 2024
Richard J.C. Topping*

*    By:     /s/ William L. O’Quinn, Jr.        

        (William L. O’Quinn, Jr, Attorney-in-Fact)

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Pyxus International, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered1	Proposed Maximum Offering  Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common stock (no par value)	Rule 457(c) and Rule 457(h)	1,020,0002	$2.9053	$2,963,100	$147.60 per $1,000,000	$438
Total Offering Amounts					$2,963,100		$438
Total Fee Offsets4							$0
Net Fee Due							$438

___________________

1.    In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

2.    Consists of an additional 1,020,000 shares of common stock, no par value (the “Common Stock”) of Pyxus International, Inc. (the “Registrant”) issuable under the Pyxus International, Inc. Amended and Restated 2020 Incentive Award Plan (the “2020 Plan”) pursuant to the terms of the 2020 Plan.

3.    In accordance with Rule 457(h)(1) of the Securities Act, the price for the shares is computed on the basis of the average of the bid and asked price of the Common Stock on March 22, 2024, as reported on the OTC Pink Marketplace, of $2.905.

4.    The Registrant does not have any fee offsets.

EX-5

Exhibit 5

March 27, 2024

Pyxus International, Inc.

6001 Hospitality Court, Suite 100

Morrisville, North Carolina 27560-2009

Re:    Registration statement on Form S-8 of Pyxus International, Inc. relating to the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan

Ladies and Gentlemen:

We have served as counsel to Pyxus International, Inc., a Virginia corporation (the “Corporation”), in connection with the preparation by the Corporation of a registration statement on Form S-8 (the “Registration Statement”) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the offer and sale of up to 1,020,000 additional shares of the Corporation’s common stock, no par value (the “Shares”), to be issued by the Corporation pursuant to the Pyxus International, Inc. Amended and Restated 2020 IncentivePlan (the “Plan”) and the related awards under the Plan.

We have examined the Plan, the Amended and Restated Articles of Incorporation of the Corporation listed as an exhibit to the Registration Statement (the “Charter”), the Amended and Restated Bylaws of the Corporation listed as an exhibit to the Registration Statement (the “Bylaws”), and such other corporate and other documents and records and certificates of public officials as we have deemed necessary or appropriate for the purposes of this opinion.

We have assumed (i) the authority and genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, and (iv) the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies. We have assumed that the Corporation and those officers and employees who may receive awards under the Plan will have complied with the relevant requirements of the Plan and that all prescribed filings with regulatory authorities, including any stock exchanges having jurisdiction, will be effected in accordance with their respective requirements and that the approvals of such regulatory authorities, including any stock exchanges having jurisdiction, will have been granted prior to the issuance of any of the Shares.

Based upon the foregoing, and subject to the qualifications and limitations set forth herein, we are of the opinion that the Shares, if and when originally issued and sold by the Corporation pursuant to the terms and conditions of the Plan, and upon payment of the consideration payable therefor pursuant to the Plan, will be legally issued, fully paid and nonassessable and will represent validly authorized and outstanding shares of common stock of the Corporation.

    ROBINSON, BRADSHAW & HINSON, P.A. : robinsonbradshaw.com

    Charlotte Office : 101 N. Tryon St., Ste. 1900, Charlotte, NC 28246 : 704.377.2536

Pyxus International, Inc.

March 27, 2024

Page 2

_______________

The opinions expressed herein are limited to the corporation laws of the Commonwealth of Virginia and the federal laws of the United States, and we express no opinion with respect to the laws of any other state or jurisdiction. Opinions involving matters arising under the laws of Virginia are given by lawyers in our firm who are licensed to practice in Virginia.

The opinions expressed herein are contingent upon the Registration Statement becoming effective under the Securities Act of 1933 (as amended, the “Act”).

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

ROBINSON, BRADSHAW & HINSON, P.A.

/s/ Robinson, Bradshaw & Hinson, P.A.

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 6, 2023, relating to the consolidated financial statements of Pyxus International, Inc. (“the Company”) appearing in the Annual Report on Form 10-K of the Company for the year ended March 31, 2023.

/s/ Deloitte & Touche LLP

Raleigh, North Carolina

March 27, 2024

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

THE UNDERSIGNED director of Pyxus International, Inc. (the “Corporation”) hereby appoints Flavia B. Landsberg, Philip C. Garofolo and William L. O’Quinn, Jr. and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission registration statements, including amendments, on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of registering shares of common stock of the Corporation and securities and other interests to be issued or purchased pursuant to the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan, with full power and authority to take or cause to be taken all other actions that in the judgment of such appointed person(s) may be necessary or appropriate to effect the registration under the Act of such shares and interests.

EXECUTED on the 21st day of March, 2024.

/s/ John S. Alphin

John S. Alphin

POWER OF ATTORNEY

THE UNDERSIGNED director of Pyxus International, Inc. (the “Corporation”) hereby appoints Flavia B. Landsberg, Philip C. Garofolo and William L. O’Quinn, Jr. and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission registration statements, including amendments, on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of registering shares of common stock of the Corporation and securities and other interests to be issued or purchased pursuant to the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan, with full power and authority to take or cause to be taken all other actions that in the judgment of such appointed person(s) may be necessary or appropriate to effect the registration under the Act of such shares and interests.

EXECUTED on the 21st day of March, 2024.

/s/ Jamie J. Ashton

Jamie J. Ashton

POWER OF ATTORNEY

THE UNDERSIGNED director of Pyxus International, Inc. (the “Corporation”) hereby appoints Flavia B. Landsberg, Philip C. Garofolo and William L. O’Quinn, Jr. and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission registration statements, including amendments, on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of registering shares of common stock of the Corporation and securities and other interests to be issued or purchased pursuant to the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan, with full power and authority to take or cause to be taken all other actions that in the judgment of such appointed person(s) may be necessary or appropriate to effect the registration under the Act of such shares and interests.

EXECUTED on the 21st day of March, 2024.

/s/ Patrick J. Bartels, Jr.

Patrick J. Bartels, Jr.

POWER OF ATTORNEY

THE UNDERSIGNED director of Pyxus International, Inc. (the “Corporation”) hereby appoints Flavia B. Landsberg, Philip C. Garofolo and William L. O’Quinn, Jr. and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission registration statements, including amendments, on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of registering shares of common stock of the Corporation and securities and other interests to be issued or purchased pursuant to the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan, with full power and authority to take or cause to be taken all other actions that in the judgment of such appointed person(s) may be necessary or appropriate to effect the registration under the Act of such shares and interests.

EXECUTED on the 21st day of March, 2024.

/s/ Robert D. George

Robert D. George

POWER OF ATTORNEY

THE UNDERSIGNED director of Pyxus International, Inc. (the “Corporation”) hereby appoints Flavia B. Landsberg, Philip C. Garofolo and William L. O’Quinn, Jr. and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission registration statements, including amendments, on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of registering shares of common stock of the Corporation and securities and other interests to be issued or purchased pursuant to the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan, with full power and authority to take or cause to be taken all other actions that in the judgment of such appointed person(s) may be necessary or appropriate to effect the registration under the Act of such shares and interests.

EXECUTED on the 21st day of March, 2024.

/s/ Cynthia P. Moehring

Cynthia P. Moehring

POWER OF ATTORNEY

THE UNDERSIGNED director of Pyxus International, Inc. (the “Corporation”) hereby appoints Flavia B. Landsberg, Philip C. Garofolo and William L. O’Quinn, Jr. and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission registration statements, including amendments, on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of registering shares of common stock of the Corporation and securities and other interests to be issued or purchased pursuant to the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan, with full power and authority to take or cause to be taken all other actions that in the judgment of such appointed person(s) may be necessary or appropriate to effect the registration under the Act of such shares and interests.

EXECUTED on the 21st day of March, 2024.

/s/ Richard J.C. Topping

Richard J.C. Topping