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): February 14, 2018

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 may contain summary information regarding the Company. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. 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. Form S-3 Filing Goes Effective; Key Shareholders Confirm Confidence

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 14, 2018

PANGAEA LOGISTICS SOLUTIONS LTD.
By:	/s/ Gianni Del Signore
	Name: Gianni Del Signore Title: Chief Financial Officer

EX-99.1

Pangaea Logistics Solutions Ltd. Form S-3 Filing Goes Effective; Key Shareholders Confirm Confidence

NEWPORT, RI - February XX, 2018 - Pangaea Logistics Solutions Ltd. (“Pangaea” or the “Company”) (NASDAQ: PANL), announced today its registration statement on Form S-3 that was previously filed with the Securities and Exchange Commission and that covers the resale of shares held by certain of its shareholders, as well as the issuance by the Company of up to $100 million in primary shares or registered securities, has been declared effective as of February 13, 2018.

Ed Coll, Pangaea’s Chief Executive Officer, said, “Our focus continues to be providing our clients with services that add value and generate positive cash flow for the Company. Although we have no present plans to issue new shares, we filed the Form S-3 to give us the flexibility to move quickly when opportunities may arise.  As a smaller public company we are limited in the amount of new shares we are able to issue under the Form S-3 to an amount not greater than one-third of our public float in any 12-month period.”

Further, Mr. Coll, who controls 19% of Pangaea’s common shares, and Pangaea’s major investor Cartesian Capital Group, LLC (“Cartesian”), which controls 32% of Pangaea’s common shares, jointly announced their continued confidence in the future of the Company, particularly given the improving shipping market. Both Mr. Coll and Cartesian stated that they have no present intention to sell Pangaea common shares they currently control. Peter Yu, Managing Partner of Cartesian, said, “We remain long-term investors in Pangaea, and committed supporters of Ed and the management team.  We strongly support the Company’s efforts to improve the trading volume of the stock in order to permit more institutional investors to participate in Pangaea’s continuing success and any public sale efforts will be done in a gradual and orderly fashion.” 

Pangaea provides logistics and ocean transport services to its worldwide customer base. More information about the Company can be found at www.pangaeals.com.

About Pangaea Logistics Solutions, Ltd.

Pangaea Logistics Solutions Ltd. provides logistics 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

(646) 503-5657

trozycki@prosek.com

Kathleen Bentley

(646) 503-5179

kbentley@prosek.com