8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 31, 2017

PANGAEA LOGISTICS SOLUTIONS LTD.

(Exact Name of Registrant as Specified in Charter)

Bermuda	001-36139	N/A
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

c/o Phoenix Bulk Carriers (US) LLC

109 Long Wharf, Newport, Rhode Island 02840

(Address of Principal Executive Offices) (Zip Code)

(401) 846-7790

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Item 7.01 Regulation FD Disclosure.

The press release contains summary information regarding the Company. Statements in this Current Report on Form 8-K, may contain certain statements about the Company and its consolidated subsidiaries that do not directly or exclusively relate to historical facts. The statements are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are necessarily estimates reflecting the best judgment and current expectations, plans, assumptions and beliefs about future events (in each case subject to change) of the Company’s senior management and management of its subsidiaries and involve a number of risks, uncertainties and other factors, some of which may be beyond the Company’s control that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “expect,” “positioned,” “strategy,” “future,” “potential,” “plan,” “forecast,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements are discussed under the heading “Risk Factors” and “Forward-Looking Statements” in the company’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), as they may be updated in any future reports filed with the SEC. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, the Company’s actual results, performance, or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and the Company undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances. The information in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(d) Exhibits

Exhibit Description

99.1 Press Release of Pangaea Logistics Solutions Ltd. dated January 31, 2017 announcing recent business developments.

SIGNATURE

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 hereunto duly authorized.

Dated: February 1, 2017

PANGAEA LOGISTICS SOLUTIONS LTD.
By:	/s/ Anthony Laura
	Name: Anthony Laura Title: Chief Financial Officer

EX-99.1

PANGAEA LOGISTICS SOLUTIONS LTD. ANNOUNCES DELIVERY OF TWO ULTRAMAX NEWBUILDINGS AND OTHER BUSINESS DEVELOPMENTS

NEWPORT, RI - January 31, 2017 - Pangaea Logistics Solutions, Ltd. (NASDAQ: PANL) ("the Company"), announced that it has taken delivery of two ultramax ice-class 1C dry bulk carriers from Oshima Shipyard in Japan.  The ships were ordered in 2013 by Pangaea’s 50% owned joint venture company, Nordic Bulk Ventures Holding, Ltd.  (“NBVH”).  Further, the Company has purchased its joint venture partner’s 50% interest in NBVH, which will give the Company full control of both new ships. 

“The delivery of Bulk Destiny and Bulk Endurance completes our current newbuilding program of six ice class bulk carriers," said Edward Coll, Chairman and Chief Executive Officer of Pangaea Logistics Solutions Ltd. "The new ships were immediately employed to service our cargo portfolio and, with their ice class designations, nicely complement our existing ice class fleet of eight vessels, bringing our ice class fleet to ten ships.  Oshima-built ships are of the highest quality in design and construction and we are excited about the value they will add to our business for years to come.”

The Company has financed the vessels under separate agreements. The Bulk Destiny was financed under a sale-leaseback transaction for a total of $21 million, inclusive of the purchase price at the end of the seven year lease term. The Company obtained commercial financing with a European bank for the Bulk Endurance, which is apportioned into a senior debt tranche of $16 million and a junior debt tranche of $3.5 million.

Additional Business Updates

The Company announced that the counterparty to a long-term contract of affreightment ("COA"), a major alumina producer that filed for bankruptcy early in 2016, was acquired by a new entity that has assumed the COA under its existing terms. This contract employs three company vessels in a shuttle service, and extends through 2025.

The Company also recently loaded its one-millionth ton of cargo under a logistics-based COA to provide for the transportation of approximately 3.5 million tons of construction material to a major port on the Unites States' east coast. This COA is continuously serviced by four ultramax vessels.

Mr. Coll added, “In a tumultuous time for long-term commitment in the dry bulk business, we have secured new tonnage for our fleet and attractive financing packages with world class lenders.  Our cargo customers recognize and appreciate the efforts we make to expand our services and their markets. We look forward to working more with our new partners as we grow our business.”

About Pangaea Logistics Solutions, Ltd.

Pangaea Logistics Solutions Ltd. provides logistics and ocean shipping services to a broad base of industrial customers who require the transportation of a wide variety of dry bulk cargoes, including grains, pig iron, hot briquetted iron, bauxite, alumina, cement clinker, dolomite, and limestone. The Company addresses the transportation needs of its customers with a comprehensive set of services and activities, including cargo loading, cargo discharge, vessel chartering, and voyage planning. Learn more at www.pangaeals.com.

CONTACT:

INVESTOR RELATIONS:

Prosek Partners

Thomas Rozycki

Managing Director

(212) 279-3115 x208

trozycki@prosek.com

Sean Silva

Account Supervisor

(212) 279-3115 x122

jclarkson@prosek.com