6-K

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 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2021

Commission File Number: 001-37611

Pyxis Tankers Inc.

(Translation of registrant’s name into English)

59 K. Karamanli Street

Maroussi 15125 Greece

+30 210 638 0200

(Address of principal executive office)

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 ☒ 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): ☐.

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): ☐.

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Attached as Exhibit 99.1 to this Report on Form 6-K (this “Report”) is a copy of the press release issued by Pyxis Tankers Inc. (the “Company”), dated December 14, 2021, entitled “Pyxis Tankers Receives 180-day Extension from Nasdaq to Meet Minimum Bid Price Rule”.

Attached as Exhibit 99.2 to this Report is a copy of the press release issued by the Company, dated December 21, 2021, entitled “Pyxis Tankers Announces Delivery of 2017 Built MR Product Tanker & Completion of Debt Financings”.

The information contained in Exhibits 99.1 and 99.2 to this Report is hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-222160 and 333-222848), filed with the U.S. Securities and Exchange Commission on December 19, 2017 and February 2, 2018, respectively.

Exhibit Index

Exhibit Number	Document
99.1	Press Release, dated December 14, 2021
99.2	Pyxis Tankers Announces Delivery of 2017 Built MR Product Tanker & Completion of Debt Financings

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.
Dated: December 21, 2021	By:	/s/ Henry Williams
		Henry Williams
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Pyxis Tankers Receives 180-day Extension from Nasdaq to Meet Minimum Bid Price Rule

Maroussi, Greece, December 14, 2021 – Pyxis Tankers Inc. (NASDAQ: PXS) (the “Company”), an international maritime transportation company focused on the product tanker sector, announced today that on December 14, 2021, it received a notification letter from the Nasdaq Stock Market (“Nasdaq”), granting the Company an additional 180-day extension, or until June 13, 2022 (the “Second Compliance Period”), to regain compliance with the minimum bid price requirement under Nasdaq’s listing rules.

The Company can cure this deficiency if the closing bid price of its common shares is $1.00 per share or higher for at least 10 consecutive business days during the Second Compliance Period. The Company intends to regain compliance with the minimum bid price requirement within the Second Compliance Period and is considering all available options, including a reverse stock split if necessary. During this time, the Company’s common shares will continue to be listed and traded on the Nasdaq Capital Market, and this notice will have no effect on the operations of the Company’s business.

About Pyxis Tankers Inc.

Pyxis Tankers Inc. owns a modern fleet of six tankers engaged in seaborne transportation of refined petroleum products and other bulk liquids. We are focused on growing our fleet of medium range product tankers, which provide operational flexibility and enhanced earnings potential due to their “eco” features and modifications. Pyxis Tankers believes it is positioned to opportunistically expand and maximize the value of its fleet due to competitive cost structure, strong customer relationships and an experienced management team, whose interests are aligned with those of its shareholders. For more information, visit: http://www.pyxistankers.com. The information discussed contained in, or that can be accessed through, Pyxis Tankers Inc.’s website, is not incorporated into, and does not constitute part of this press release.

Forward Looking Statements

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 in order to encourage companies to provide prospective information about their business. These statements include statements about our plans, strategies, goals financial performance, prospects or future events or performance 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,” “expects,” “seeks,” “predict,” “schedule,” “projects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “targets,” “continue,” “contemplate,” “possible,” “likely,” “might,” “will,” “should,” “would,” “potential,” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. All statements that are not statements of either historical or current facts, including among other things, our expected financial performance, expectations or objectives regarding future and market charter rate expectations and, in particular, the effects of COVID-19 on our financial condition and operations and the product tanker industry, in general, are forward-looking statements. Such forward-looking statements are necessarily based upon estimates and assumptions. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the Company’s control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs or projections. The Company’s actual results may differ, possibly materially, from those anticipated in these forward-looking statements as a result of certain factors, including changes in the Company’s financial resources and operational capabilities and as a result of certain other factors listed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission. For more information about risks and uncertainties associated with our business, please refer to our filings with the U.S. Securities and Exchange Commission, including without limitation, under the caption “Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2020. 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 in information in this press release, including 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.

Company

Pyxis Tankers Inc.

59 K. Karamanli Street

Maroussi 15125 Greece

info@pyxistankers.com

Visit our website at www.pyxistankers.com

Company Contact

Henry Williams

Chief Financial Officer

Tel: +30 (210) 638 0200 / +1 (516) 455-0106

Email: hwilliams@pyxistankers.com

Source: Pyxis Tankers Inc.

EX-99.2

Exhibit 99.2

Pyxis Tankers Announces Delivery of 2017 Built MR Product Tanker & Completion of Debt Financings

Maroussi, Greece – December 21, 2021 – Pyxis Tankers Inc. (NASDAQ Cap Mkts: PXS) (the “Company” or “Pyxis Tankers”), an international pure play product tanker company, announced today that pursuant to a previously announced transaction, on December 20, 2021, the Company took delivery of the Pyxis Lamda, a 50,296 dwt medium range product tanker built in 2017 at SPP Shipbuilding in South Korea. The Pyxis Lamda was acquired from an entity related to the family of our Company’s Chairman and Chief Executive Officer, for a purchase price of $32 million (the “Lamda Acquisition”). After her first special survey, the Pyxis Lamda will seek commercial employment in early January, 2022.

On December 20th, the Company also entered into a new $29 million senior loan facility, under which borrowings of (i) $21.68 million were used to finance a portion of the purchase price of Lamda Acquisiton and (ii) $7.32 million were used to refinance the Company’s existing indebtedness secured by the Pyxis Malou.

For additional details about the Lamda Acquisition or the Company’s new $29 million senior bank facility, please see the Company’s press release dated November 15, 2021, entitled “Pyxis Tankers Announces Financial Results for the Three and Nine Months Ended September 30, 2021 & the Acquisition of 2017 Built MR Product Tanker” that was filed with the U.S. Securities and Exchange Commission as an exhibit to the Company’s Form 6-K on November 18, 2021.

Valentios Valentis, our Chairman & CEO commented:

“We are pleased to announce the successful delivery of the Pyxis Lamda, which increases our fleet to a total of seven vessels including five modern eco- MR2’s. The addition of this young vessel to our fleet positions the Company to take advantage of an anticipated improving chartering environment within the product tanker sector. Our existing lender, Alpha Bank, has shown a further vote of confidence in Pyxis Tankers by providing an attractive loan at competitive terms including a lower interest rate margin with a reasonable amortization profile over the next five years.”

About Pyxis Tankers Inc.

The Company owns a modern fleet of seven tankers engaged in seaborne transportation of refined petroleum products and other bulk liquids. The Company is focused on growing its fleet of medium range product tankers, which provide operational flexibility and enhanced earnings potential due to their “eco” features and modifications. The Company is positioned to opportunistically expand and maximize its fleet due to competitive cost structure, strong customer relationships and an experienced management team whose interests are aligned with those of its shareholders. For more information, visit: http://www.pyxistankers.com. The information discussed, contained in, or that can be accessed through, Pyxis Tankers Inc.’s website, is not incorporated into, and does not constitute part of this report.

Forward Looking Statements

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 in order to encourage companies to provide prospective information about their business. These statements include statements about our plans, strategies, goals financial performance, prospects or future events or performance 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,” “expects,” “seeks,” “predict,” “schedule,” “projects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “targets,” “continue,” “contemplate,” “possible,” “likely,” “might,” “will,” “should,” “would,” “potential,” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. All statements that are not statements of either historical or current facts, including among other things, our expected financial performance, expectations or objectives regarding future and market charter rate expectations and, in particular, the effects of COVID-19 on our financial condition and operations and the product tanker industry, in general, are forward-looking statements. Such forward-looking statements are necessarily based upon estimates and assumptions. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the Company’s control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs or projections. The Company’s actual results may differ, possibly materially, from those anticipated in these forward-looking statements as a result of certain factors, including changes in the Company’s financial resources and operational capabilities and as a result of certain other factors listed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission. For more information about risks and uncertainties associated with our business, please refer to our filings with the U.S. Securities and Exchange Commission, including without limitation, under the caption “Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2020. 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 information in this press release, including 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.

Company

Pyxis Tankers Inc.

59 K. Karamanli Street

Maroussi, 15125 Greece

info@pyxistankers.com

Visit our website at www.pyxistankers.com

Company Contact

Henry Williams

Chief Financial Officer

Tel: +30 (210) 638 0200 / +1 (516) 455-0106

Email: hwilliams@pyxistankers.com

Source: Pyxis Tankers Inc.