Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of our financial condition and results of operations for the six month periods ended June 30, 2022 and 2023. Unless otherwise specified herein, references to the “Company,” “we” or “our” shall include PYXIS TANKERS INC. and its subsidiaries. You should read the following discussion and analysis together with our Unaudited Interim Condensed Consolidated Financial Statements as of June 30, 2023 and for the six month periods ended June 30, 2022 and 2023, and the accompanying notes thereto, included elsewhere in this report. For additional information relating to our management’s discussion and analysis of financial condition and results of operations, please see our Annual Report on Form 20–F for the year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 12, 2023 (the “2022 Annual Report”).

Forward-Looking Statements

Our disclosure and analysis pertaining to our operations, cash flows and financial position, including, in particular, the likelihood of our success in developing and expanding our business and making acquisitions, include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “seeks,” “targets,” “continue,” “contemplate,” “possible,” “likely,” “might,” “will,” “should,” “would,” “could,” “projects,” “forecasts,” “potential”, “may,” and similar expressions are forward-looking statements. All statements herein 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, including variants thereto, such as, Omicron, and the Russian-Ukrainian war, on our financial condition and operations and the product tanker industry in general, are forward-looking statements. Forward-looking statements include, but are not limited to, such matters as our future operating or financial results, global and regional economic and political conditions, including piracy, pending vessel acquisitions, our business strategy and expected capital spending or operating expenses, including dry-docking and insurance costs, competition in the product tanker industry, statements about shipping market trends, including charter rates and factors affecting supply and demand, our financial condition and liquidity and capital resources, including our ability to obtain financing in the future to fund capital expenditures, acquisitions and other general corporate activities, our ability to enter into fixed-rate charters after our current charters expire and our ability to earn income in the spot market and our expectations of the availability of vessels to purchase, the time it may take to construct new vessels, and vessels’ useful lives. Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to risks and uncertainties that are described more fully under the “Item 3. Key Information – D. Risk Factors” section of the 2022 Annual Report and our other public filings with the SEC. Any of these factors or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements.

Factors that might cause future results to differ include, but are not limited to, the following:

● changes in governmental rules and regulations or actions taken by regulatory authorities;

● changes in economic and competitive conditions affecting our business, including market fluctuations in charter rates and charterers’ abilities to perform under existing time charters;

● the length and number of off-hire periods and dependence on third-party managers;

● business disruptions due to natural disasters and health catastrophes; major geo-political events and conflicts, such as the Russian-Ukrainian war; and

● other factors discussed under “Item 3. Key Information – D. Risk Factors” of the 2022 Annual Report.

You should not place undue reliance on forward-looking statements contained herein because they are statements about events that are not certain to occur as described or at all. All forward-looking statements herein are qualified in their entirety by the cautionary statements contained herein. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements. Except to the extent required by applicable law or regulation, we undertake no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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Overview

We are PYXIS TANKERS INC., a corporation incorporated in the Republic of the Marshall Islands on March 23, 2015. We currently own, directly or indirectly, 100% ownership interest in the following vessel owning companies:

● SEVENTHONE CORP., established under the laws of the Republic of the Marshall Islands (“Seventhone”);

● EIGHTHONE CORP., established under the laws of the Republic of the Marshall Islands (“Eighthone,”);

● TENTHONE CORP., established under the laws of the Republic of the Marshall Islands (“Tenthone”);

● ELEVENTHONE CORP., established under the laws of the Republic of the Marshall Islands (“Eleventhone” and collectively with Seventhone, Eighthone and Tenthone, the “Vessel-owning Companies”).

We also currently own 100% ownership interest in the following non-vessel owning companies:

● SECONDONE CORPORATION LTD., established under the laws of the Republic of the Marshal Islands (“Secondone”) that owned the vessel “Northsea Alpha” that was sold to an unaffiliated third party on January 28, 2022;

● THIRDONE CORPORATION LTD., established under the laws of the Republic of the Marshal Islands (“Thirdone”) that owned the vessel “Northsea Beta” that was sold to an unaffiliated third party on March 1, 2022;

● FOURTHONE CORPORATION LTD., established under the laws of the Republic of Malta (“Fourthone”) that owned the vessel “Pyxis Malou” that was sold to an unaffiliated third party on March 23, 2023;

● SIXTHONE CORP., established under the laws of the Republic of the Marshal Islands (“Sixthone”) that owned the vessel “Pyxis Delta” that was sold to an unaffiliated third party on January 13, 2020, and

● MARITIME TECHNOLOGIES CORP., established under the laws of Delaware.

All of the Vessel-owning Companies are engaged in the marine transportation of liquid cargoes through the ownership and operation of tanker vessels, as listed below:

Vessel-owning Company	Incorporation date	Vessel	Dead Weight Tons (“DWT’)	Year built	Acquisition date
Seventhone	05/31/2011	Pyxis Theta	51,795	2013	09/16/2013
Eighthone	02/08/2013	Pyxis Epsilon	50,295	2015	01/14/2015
Tenthone	04/22/2021	Pyxis Karteria	46,652	2013	07/15/2021
Eleventhone	11/09/2021	Pyxis Lamda	50,145	2017	12/20/2021

Vessel Management

PYXIS MARITIME CORP. (“Maritime”), a corporation established under the laws of the Republic of the Marshall Islands, which is beneficially owned by Mr. Valentios (“Eddie”) Valentis, our Chairman, Chief Executive Officer and Class I Director, provides certain ship management services to the Vessel-owning Companies, including but not limited to chartering, financing and accounting, sale and purchase, insurance, operations, dry-docking and construction supervision, for a fixed daily fee per vessel, under a head management agreement (the “Head Management Agreement”).

With effect from the delivery of each vessel, the crewing and technical management of the vessels were contracted to INTERNATIONAL TANKER MANAGEMENT LTD. (“ITM”) with permission from Maritime. ITM is an unrelated third party technical manager, represented by its branch based in Dubai, UAE. Each ship-management agreement with ITM continues by its terms until it is terminated by either party. The ship-management agreements may be cancelled by us or ITM for any reason at any time upon three months’ advance notice.

Results of Operations

Our revenues consist of earnings under the charters on which we employ our vessels. We believe that the important measures for analyzing trends in the results of our operations consist of the following:

Revenues, net

We generate revenues by chartering our vessels for the transportation of petroleum products and other liquid bulk items, such as organic chemicals and vegetable oils. Revenues are generated primarily by the number of vessels in our fleet, the number of voyage days employed and the amount of daily charter hire earned under vessels’ charters. These factors, in turn, can be affected by a number of decisions by us, including the amount of time spent positioning a vessel for charter, dry-dockings, repairs, maintenance and upgrading, as well as the age, condition and specifications of our ships and supply and demand factors in the product tanker market. As of August 3^rd, 2023, the three of our vessels in our fleet were employed in short term time charters and one in spot market. Revenues from time charter agreements providing for varying daily rates are accounted for as operating leases and thus are recognized on a straight line basis over the term of the time charter as service is performed. Revenue under spot charters is recognized from loading of the current spot charter to discharge of the current spot charter. Vessels operating on time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot market during periods characterized by favorable market conditions. The vessel owner generally pays commissions on both types of charters on the gross charter rate. Address commissions represent a discount provided directly to the charterers based on a fixed percentage of the agreed upon charter and is presented as a reduction in revenues.

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Time Charters

A time charter is a contract for the use of a vessel for a specific period of time during which the charterer pays substantially all of the voyage expenses, including port and canal charges and the cost of bunker (fuel oil), but the vessel owner pays vessel operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel, the costs of spares and consumable stores and tonnage taxes. Time charter rates are usually set at fixed rates during the term of the charter. Prevailing time charter rates fluctuate on a seasonal and on a year-to-year basis and, as a result, when employment is being sought for a vessel with an expiring or terminated time charter, the prevailing time charter rates achievable in the time charter market may be substantially higher or lower than the expiring or terminated time charter rate. Fluctuations in time charter rates are influenced by changes in spot charter rates, which are in turn influenced by a number of factors, including vessel supply and demand. The main factors that could increase total vessel operating expenses are crew salaries, insurance premiums, spare parts orders, repairs that are not covered under insurance policies and lubricant prices.

Spot Charters

Generally, a spot charter refers to a contract to carry a specific cargo for a single voyage, which commonly lasts from several days up to three months. Spot charters typically involve the carriage of a specific amount and type of cargo on a load-port to discharge-port basis, subject to various cargo handling terms, and the vessel owner is paid on a per-ton basis. Under a spot charter, the vessel owner is responsible for the payment of all expenses including its capital costs, voyage expenses (such as port, canal and bunker costs) and vessel operating expenses. Fluctuations in spot charter rates are caused by imbalances in the availability of cargoes for shipment and the number of vessels available at any given time to transport these cargoes at a given port.

Voyage Related Costs and Commissions

We incur voyage related costs for our vessels operating under spot charters, which mainly include port and canal charges and bunker expenses. Port and canal charges and bunker expenses primarily increase in periods during which vessels are employed on spot charters because these expenses are for the account of the vessel owner. Brokerage commissions payable for both spot and time charter contracts, if any, depend on a number of factors, including, among other things, the number of shipbrokers involved in arranging the charter and the amount of commissions charged by brokers related to the charterer. Such commissions are deferred and amortized over the related period in a charter to the extent revenue has been deferred since commissions are earned as revenues are earned.

Vessel Operating Expenses

We incur vessel operating expenses for our vessels operating under time and spot charters. Vessel operating expenses primarily consist of crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes and other miscellaneous expenses necessary for the operation of the vessel. All vessel operating expenses are expensed as incurred.

General and Administrative Expenses

The primary components of general and administrative expenses consist of the annual fee payable to Maritime for the administrative services under our Head Management Agreement, which is described in more detail in our 2022 Annual Report and provides for the services of our senior executive officers, and the expenses associated with being a public company. Such public company expenses include the costs of preparing public reporting documents, legal and accounting costs, including costs of legal and accounting professionals and staff, and costs related to compliance with the rules, regulations and requirements of the SEC, the rules of the Nasdaq Stock Market (“Nasdaq”), the Company’s board of directors’ (the “Board”) compensation and investor relations. In addition, during the first quarter of 2023, we paid a one-time performance bonus of $0.6 million to our ship management company, Maritime, an entity affiliated with our Chairman and Chief Executive Officer, Mr. Valentis.

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Management Fees

We pay management fees to Maritime and ITM for commercial and technical management services, respectively, for our vessels. These services include: obtaining employment for our vessels and managing our relationships with charterers; strategic management services; technical management services, which include managing day-to-day vessel operations, ensuring regulatory and classification society compliance, arranging our hire of qualified officers and crew, arranging and supervising dry-docking and repairs and arranging insurance for vessels; and providing shoreside personnel who carry out the management functions described above. As part of their ship management services, Maritime provides us with supervision services for new construction of vessels; these costs are capitalized as part of the total delivered cost of the vessel.

Depreciation

We depreciate the cost of our vessels after deducting the estimated residual value, on a straight-line basis over the expected useful life of each vessel, which is estimated to be 25 years from the date of initial delivery from the shipyard. Scrap rate of $340/light weight ton (“LWT”) is used to calculate the salvage value of our vessels.

Special Survey and Dry-docking

We are obliged to periodically drydock each of our vessels for inspection, and to make significant modifications to comply with industry certification or governmental requirements. Generally, each vessel is drydocked every 30 to 60 months for scheduled inspections, depending on its age. The capitalized costs of dry-dockings for a given vessel are amortized on a straight-line basis to the next scheduled drydocking of the vessel.

Interest and Finance Costs

We have historically incurred interest expense and financing costs in connection with the debt incurred to partially finance the acquisition of our existing fleet. We have also incurred interest expense in relation to the $6.0 million Amended and Restated Promissory Note we issued on October 28, 2015, in favor of Maritime Investors Corp. (the “Promissory Note”). During first quarter of 2023, we repaid in full the Promissory Note due to Maritime Investors Corp. Except for the interest payments under our Promissory Note that are based on a fixed rate, the interest rates under our other debt agreements are linked to the SOFR rates. In order to hedge our variable interest rate exposure, on January 19, 2018, we, through one of our vessel-owning subsidiaries, purchased an interest rate cap with one of our lenders for a notional amount of $10.0 million and a cap rate on LIBOR of 3.5%. The interest rate cap terminated on July 18, 2022. Similarly, on July 16, 2021, the same subsidiary purchased an additional interest rate cap for the amount of $9.6 million at a cap rate on LIBOR of 2% with a termination date of July 8, 2025. This cap was sold on January 25, 2023 and we realized a net cash gain of $0.5 million. In the future, we may consider the use of additional financial hedging products to further limit our interest rate exposure.

In evaluating our financial condition, we focus on the above financial and operating measures as well as fleet and vessel type for utilization, time charter equivalent rates and operating expenses to assess our operating performance. We also monitor our cash position and outstanding debt to assess short-term liquidity and our ability to finance further fleet expansion, including possible joint ventures. Discussions about possible acquisitions, joint ventures or sales of existing vessels are based on our financial and operational criteria which depend on the state of the charter market, availability of vessel investments, employment opportunities, anticipated dry-docking costs and general economic prospects.

Selected Information

Our selected consolidated financial data as of June 30, 2023 and for the six months ended June 30, 2022 and 2023, presented in the tables below, have been derived from our Unaudited Interim Condensed Consolidated Financial Statements and notes thereto included elsewhere herein. Our selected consolidated financial data as of December 31, 2022, presented in the tables below have been derived from our audited financial statements and notes thereto, included in our 2022 Annual Report.

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Interim Condensed Consolidated Statements of Comprehensive Income Data	Six months ended June 30,
(Amounts in thousands of U.S. dollars, except per share data)	2022			2023
Revenues, net	$	22,968		$	21,121
Voyage related costs and commissions		(7,802	)		(3,273	)
Vessel operating expenses		(6,324	)		(5,790	)
General and administrative expenses		(1,312	)		(2,002	)
Management fees, related parties		(394	)		(330	)
Management fees, other		(516	)		(397	)
Amortization of special survey costs		(175	)		(176	)
Depreciation		(3,024	)		(2,634	)
Bad debt provisions		(50	)		—
Allowance for credit gains/(losses)		(4	)		75
Gain/(Loss) from the sale of vessels, net		(466	)		8,017
Operating income	$	2,901		$	14,611
Other expenses, net:
Loss from debt extinguishment		(34	)		(287	)
Gain from financial derivative instruments		320			(59	)
Interest and finance costs, net		(1,829	)		(2,395	)
Total other expenses, net	$	(1,543	)	$	(2,741	)
Net income	$	1,358		$	11,870
Dividend Series A Convertible Preferred Stock		(449	)		(418	)
Net income attributable to common shareholders	$	909		$	11,452
Income per common share, basic	$	0.09		$	1.06
Income per common share, diluted	$	0.09		$	0.94
Weighted average number of shares, basic		10,613,424			10,754,405
Weighted average number of shares, diluted		10,613,424			12,577,390

Interim Condensed Consolidated Balance Sheets Data	December 31,		June 30,
(Amounts in thousands of U.S. dollars)	2022		2023
Total current assets	$	21,131	$	37,995
Total other non-current assets		3,663		3,263
Total fixed assets, net		114,185		95,467
Total assets	$	138,979	$	136,725
Total current liabilities		12,561		10,546
Total non-current liabilities		65,047		53,386
Total stockholders’ equity	$	61,371	$	72,793

Interim Condensed Consolidated Statements of Cash Flows Data	Six months ended June 30,
(Amounts in thousands of U.S. dollars)	2022			2023
Net cash provided by operating activities	$	774		$	12,269
Net cash provided by investing activities		4,959			24,270
Net cash used in financing activities		(9,366	)		(12,280	)
Change in cash and cash equivalents and restricted cash	$	(3,633	)	$	24,259

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As of June 30, 2023 our fleet consisted of four eco-efficient medium-range 2 (“MR2”) tankers, “Pyxis Lamda”, “Pyxis Theta”, “Pyxis Karteria” and “Pyxis Epsilon”. Our two small tankers “Northsea Alpha” and “Northsea Beta” were sold on January 28, 2022 and March 1, 2022, respectively. Our eco-modified MR2, “Pyxis Malou” was sold on March 23, 2023. The following table presents the fleet data for the MR2 tankers for the first half of 2022 and 2023.

	Six months ended June 30,
MR Fleet data	2022			2023
Ownership days (1)		905			806
Available days (2)		891			789
Operating days (3)		755			738
Utilization % (4)		84.7	%		93.5	%
Daily time charter equivalent rate (5)	$	19,814		$	24,207
Daily vessel operating expenses (6)	$	6,786		$	7,185
Average number of vessels (7)		5.0			4.5
Number of vessels at period end		5			4
Weighted average age of vessels at period end (8)		8.8			8.8

(1)	Ownership days are the total number of days in a period during which we owned each of the vessels in our fleet. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues generated and the amount of expenses incurred during the respective period.
(2)	Available days are the number of ownership days in a period, less the aggregate number of days that our vessels were off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys and intermediate dry-dockings and the aggregate number of days that we spent positioning our vessels during the respective period for such repairs, upgrades and surveys. Available days measures the aggregate number of days in a period during which vessels should be capable of generating revenues.
(3)	Operating days are the number of Available days in a period, less the aggregate number of days that our vessels were off-hire or out of service due to any reason, including technical breakdowns and unforeseen circumstances. Operating days measures the aggregate number of days in a period during which vessels actually generate revenues.
(4)	We calculate fleet utilization by dividing the number of Operating days during a period by the number of Available days during the same period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys and intermediate dry-dockings or vessel positioning.
(5)	Daily TCE rate is a standard shipping industry performance measure of the average daily revenue performance of a vessel on a per voyage basis. TCE is not calculated in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). We utilize TCE because we believe it is a meaningful measure to compare period-to-period changes in our performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which our vessels may be employed between the periods. Our management also utilizes TCE to assist them in making decisions regarding employment of the vessels. We believe that our method of calculating TCE is consistent with industry standards and is calculated by dividing voyage revenues after deducting voyage expenses, including commissions, by Operating days for the relevant period. Voyage expenses primarily consist of brokerage commissions, port, canal and bunker costs that are unique to a particular voyage, which would otherwise be paid by the charter under a time charter contract.
(6)	Daily vessel operating expenses are direct operating expenses such as crewing, provisions, repairs and maintenance, insurance, deck and engine stores, lubricating oils and tonnage tax divided by Ownership days.
(7)	Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was part of our fleet during such period divided by the number of calendar days in the period.
(8)	Weighted average age of the fleet is the sum of the ages of our vessels, weighted by the DWT of each vessel on the total fleet DWT.

The following table reflects the calculation of our medium range (“MR”) fleet daily TCE rates for the six month periods ended June 30, 2022 and 2023:

(Amounts in thousands of U.S. dollars, except	Six months ended June 30,
for operating days and daily TCE rates)	2022			2023
MR Revenues, net	$	22,373		$	21,121
MR Voyage related costs and commissions		(7,413	)		(3,257	)
MR Time charter equivalent revenues(1)	$	14,960		$	17,864
MR Operating days for fleet (2)		755			738
MR Daily TCE rate (1) , (2)	$	19,814		$	24,207

(1)

Subject to rounding;

(2)

“Northsea Alpha” and “Northsea Beta” which were sold on January 28, 2022 and March 1, 2022 respectively, have been excluded in the above table. Both vessels have been under spot employment for approximately 7 and 36 days, respectively, in 2022 as of the delivery date to their buyer. For the six months ended June 30, 2023, “Revenues, net” attributable to these vessels was $597 thousand and “Voyage related costs and commissions” was $385 thousand. For the six months ended June 30, 2023, the same expenses attributable to these vessels was $10 thousand.

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The following table reflects the daily TCE rate, daily operating expenses (“Opex”) and utilization rate on a per MR2 vessel type for the six month periods ended June 30, 2022 and 2023:

MR2 Vessels Rates		Six months ended June 30,
(Amounts in U.S. dollars per day)		2022			2023
Eco-Efficient MR2: (2022: 4 vessels)
(2023: 4 vessels)	TCE :		16,893			24,897
	Opex :		6,489			6,953
	Utilization % :		84.5	%		95.2	%
Eco-Modified MR2: (1 vessel)
	TCE :		31,123			17,064
	Opex :		7,974			9,236
	Utilization % :		85.6	%		79.3	%
Fleet: (2022: 5 vessels) *
(2023: 5 vessels) *	TCE :		19,814			24,207
	Opex :		6,786			7,185
	Utilization % :		84.7	%		93.5	%

*

a) Our two small tankers “Northsea Alpha” and “Northsea Beta” were sold on January 28, and March 1, 2022, respectively. Both vessels had been under spot employment for approximately 7 and 36 days, respectively, in 2022 as of the delivery date to their buyer. The small tankers have been excluded in the above table calculations.

b) In February 2022, the “Pyxis Epsilon” experienced a brief grounding at port which resulted in minor damages to the vessel. The vessel was off-hire for 43 days including shipyard repairs and returned to commercial employment at the end of March 2022.

c) The Eco-Modified “Pyxis Malou” was sold to an unaffiliated buyer on March 23, 2023.

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Results of Operations

Six months ended June 30, 2022 and 2023

Amounts relating to variations in period–on–period comparisons shown in this section are derived from the interim consolidated financials presented below. (Amounts are presented in million U.S. dollars, rounded to the nearest one hundred thousand, except as otherwise noted)

Revenues, net: Revenues, net of $21.1 million for the six months ended June 30, 2023, represented a decrease of $1.8 million, or 8%, from $23.0 million in the comparable period of 2022. In the first half of 2023, our MR daily TCE rate for our fleet was $24,207, a $4,393 per day increase from the same 2022 period as a result of the improvement in fleet utilization from 84.7% in the same period of 2022 to 93.5% for the six months ended June 30, 2023 and the $4.5 million decrease in the voyage related costs and commissions discussed below.

Voyage related costs and commissions: Voyage related costs and commissions of $3.3 million for the six months ended June 30, 2023, represented a decrease of $4.5 million, or 58%, from $7.8 million in the same period in 2022. For the six months ended June 30, 2023, our MRs were on spot charters for 169 days in total, compared to 462 days for the respective period in 2022. This lower spot chartering activity for our MRs contribute lower voyage costs which are typically borne by us rather than the charterer, thus an increase in spot employment results in increased voyage related costs and commissions.

Vessel operating expenses: Vessel operating expenses of $5.8 million for the six months ended June 30, 2023, represented a $0.5 million or 8.4% decrease compared to $6.3 million for the same period ended June 30, 2022. This decrease was mainly attributed to the sale of the “Pyxis Malou”. Fleet ownership days for the six months ended June 30, 2023 was 806 days compared to 991 days for the same period in 2022.

General and administrative expenses: General and administrative expenses of $2.0 million for the six months ended June 30, 2023, represented an increase of $0.7 million or 53%, from $1.3 million in the comparable period in 2022, mainly due to the performance bonus of $0.6 million paid to Maritime. In addition, the administration fees were adjusted by 9.65% to reflect the 2022 inflation rate in Greece.

Management fees: For the six months ended June 30, 2023, management fees paid to Maritime and ITM of $0.7 million in the aggregate, represented a decrease of $0.2 million compared to the same period ended June 30, 2022. The decrease was the result of the sales of “Northsea Alpha”, “Northsea Beta” which occurred during the first quarter of 2022 and “Pyxis Malou” during the first quarter of 2023, partially offset by the fact that ship management fees to Maritime for the six months ended June 30, 2023 were adjusted upwards to reflect the 9.65% annual 2022 inflation rate in Greece.

Amortization of special survey costs: Amortization of special survey costs of $0.2 million for the six months ended June 30, 2023, remained flat compared to the same period in 2022.

Depreciation: Depreciation of $2.6 million for the six months ended June 30, 2023, decreased by $0.4 million or 13% compared to $3.0 million in the comparable period of 2022. The decrease was attributed to ceasing of depreciation due to the sale of vessel “Pyxis Malou” during the first quarter of 2023 and the sales of “Northsea Alpha” and “Northsea Beta” during the first quarter of 2022.

Gain from the sale of vessels, net: During the six months ended June 30, 2023, we recorded a gain from the sale of the “Pyxis Malou” of $8.0 million, which occurred in the first quarter of 2023. In the comparable period in 2022, we recorded $0.5 million loss related to repositioning costs for the delivery of the “Northsea Alpha” and “Northsea Beta” to their buyer.

Loss from debt extinguishment: During the six months ended June 30, 2023, we recorded a loss from debt extinguishment of approximately $0.3 million reflecting the write-off of the remaining unamortized balance of deferred financing costs, which were associated with the first quarter loan repayments from the sale of the “Pyxis Malou” and debt refinancing of the “Pyxis Karteria”. During the six months ended June 30, 2022, we recorded a loss from debt extinguishment of approximately $34 thousand reflecting the write-off of the remaining unamortized balance of deferred financing costs, which were associated with the repayments of the “Northsea Alpha” and “Northsea Beta” loans.

Interest and finance costs, net: Interest and finance costs, net, for the six months ended June 30, 2023, were $2.4 million, compared to $1.8 million in the comparable period in 2022, an increase of $0.6 million, or 31%. Despite lower average debt levels, this increase was primarily attributable to higher LIBOR/SOFR indexed rates paid on all the floating rate bank debt. In addition to scheduled loan amortization, we prepaid the $6.0 million 7.5% Promissory Note in full during the first quarter, 2023. On March 13, 2023, we completed the debt refinancing of the “Pyxis Karteria”, our 2013 built vessel, with a $15.5 million five year secured loan from a new lender. The loan is priced at SOFR plus 2.7%.

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Cash Flows

Our principal sources of funds for the six months ended June 30, 2023, have been cash from our operating and investing activities as well as proceeds from vessel sale. Our principal uses of funds have been the working capital requirements and the debt service payments on our loan agreements. Cash and cash equivalents and restricted cash as of June 30, 2023, amounted to $34.4 million, compared to $10.2 million as of December 31, 2022. As of June 30, 2023, we had a working capital surplus of $27.4 million compared to working capital surplus of $8.6 million as of December 31, 2022. We define working capital as current assets minus current liabilities.

Operating Activities

Net cash provided by operating activities was $12.3 million for the six months ended June 30, 2023, compared to net cash provided by operating activities of $0.8 million for the same period in 2022. The net income for the period was $11.9 million compared to net income of $1.4 million for the six month period ended June 30, 2022, contributing $10.5 million more operating cash. Aggregate movements in working capital accounts, current assets and current liabilities, increased cash by $8.9 million. This increase was mainly attributable to the $10.0 million increase from net trade accounts receivable, $3.0 million increase from inventories and $2.5 million decrease of insurance claim receivable. This increase was counterbalanced by $3.3 million from trade accounts payable, $1.6 million from amounts payable due from related parties and $1.2 million from hires collected in advance. Other accounts decreased by a net $0.5 million.

Investing Activities

Net cash provided by investing activities during the six months ended June 30, 2023 was $24.3 million, a result of the $24.3 million proceeds, net of commissions and related expenses, of the sale of the “Pyxis Malou”. The same period in 2022 reflected an aggregate $5.0 million in net cash provided by investing activities which were primarily a result of the $8.5 million proceeds, net of commissions, of the sale of the “Northsea Alpha” and “Northsea Beta” partially offset by the $3.0 million cash settlement of the balance related to “Pyxis Lamda” acquisition and $0.6 million payments for the Ballast Water Treatment System (“BWTS”) installed in “Pyxis Lamda” during the period.

Financing Activities

Net cash used in financing activities was $12.3 million for the six month period ended June 30, 2023, mainly reflected new long-term debt of $15.5 million for Tenthone, secured by the “Pyxis Karteria”, counterbalanced by repayment of the financing fees payments of $0.1 million related to the new loan facilities and aggregate of $21.7 million of debt principal payments, including the prepayments of Fourthone’s for the “Pyxis Malou” sale and Tenthone’s loan facilities of an aggregate $17.94 million to Alpha Bank and Vista Bank, respectively. In addition, during the first quarter of 2023 we repaid in full the $6.0 million Promissory Note. Also, we received $0.6 million from the financial derivative instrument – cap rate sale and we paid $0.4 million dividends related to the 7.75% Series A Cumulative Convertible Preferred Shares (the “Series A Preferred Shares”). Additionally, we repurchased 23,431 common shares at an average price of $3.87 per share, including brokerage commissions, for an aggregate $0.1 million under the authorized $2.0 million re-purchase program.

For the six month period ended June 30, 2022, mainly reflecting the aggregate of $8.9 million of debt principal payments, including the prepayments of Secondone’s and Thirdone’s loan facilities of an aggregate $5.8 million to Amsterdam Trade Bank N.V. Also, during the first half of 2022, we paid $0.4 million dividends related to the 7.75% Series A Cumulative Convertible Preferred Shares (the “Series A Preferred Shares”).

Debt Agreements

For information relating to our debt agreements, please see Note 8 to our financial statements included in our 2022 Annual Report for the year ended December 31, 2022 and Note 7 to our Unaudited Interim Condensed Consolidated Financial Statements for the six month periods ended June 30, 2022 and 2023 included elsewhere herein.

Liquidity and Capital Resources

Our principal sources of liquidity have been cash flows from operations, borrowings from bank debt and our related parties, private placement of common stock and issuance of convertible preferred shares and we expect in the future, cash flow from operations, proceeds from further issuances of equity and debt as well as re-financings of debt. Recognizing the uncertainty caused by the potential impact of the Russian-Ukrainian war, we expect that our future liquidity requirements should relate primarily to:

● our vessel operating expenses, including dry-docking and special survey costs;

● payments of interest and other debt-related expenses and the repayment of principal on our loans;

● payment of technical and commercial management fees for our daily vessel operations;

● maintenance of cash reserves to provide for contingencies and to adhere to minimum liquidity for loan covenants including potential dry-docking reserves; and

● potential vessel acquisitions and joint ventures.

9

We expect to rely upon operating cash flows from the employment of our vessels on spot and time charters and, upon occasion, amounts due to related parties, long-term borrowings and the proceeds from future equity and debt offerings to fund our liquidity and capital needs and implement our growth plan. We perform on a regular basis cash flow projection to evaluate whether we will be in a position to cover our liquidity needs for the next 12-month period and be in compliance with the financial and security collateral cover ratio covenants under the existing debt agreements. In developing estimates of future cash flows, we make assumptions about the vessels’ future performance, with significant assumptions relating to time charter equivalent rates by vessel type, vessels’ operating expenses, vessels’ capital expenditures, fleet utilization, our management fees, general and administrative expenses and debt servicing requirements. The assumptions used to develop estimates of future cash flows are based on historical trends as well as future expectations. As of June 30, 2023, we had a working capital surplus of $27.4 million, defined as current assets minus current liabilities. As of the filing date of the first half of 2023 Unaudited Interim Condensed Consolidated Financial Statements, we expect that we will be in a position to cover our liquidity needs for the next 12-month period, through cash generated from operations and by managing our working capital requirements. In addition, the Company may consider the raising of capital including debt, equity securities, joint ventures and/or sale of assets for corporate and strategic reasons.

Our business is capital intensive and our future success will depend on our ability to maintain a high-quality fleet through the acquisition of modern tanker vessels, the selective sale of older tanker vessels and investments in joint ventures, including other shipping sectors.

While we pay cash dividends on our outstanding Series A Preferred Stock, we do not intend to pay dividends to the holders of our common shares in the near future and expect to retain our cash flows primarily for the payment of vessel operating costs, dry-docking costs, debt servicing and other obligations, general corporate and administrative expenses and reinvestment in our business (such as to fund vessel or fleet acquisitions), in each case, as determined by our Board.

On May 11, 2022, following the Company’s annual shareholder meeting the Board of the Company approved the implementation of the Reverse Stock Split of our common shares at the ratio of one share for four existing common shares, effective May 13, 2022. Following the Reverse Stock Split, our common shares continued trading on the Nasdaq Capital Markets under its existing symbol, “PXS”, with a new CUSIP number, 71726130. The payment for fractional share interests in connection with the Reverse Stock Split reduced the outstanding common shares to 10,613,424 post-Reverse Stock Split. The Reverse Stock Split was undertaken with the objective of meeting the minimum $1.00 per share requirement for maintaining the listing of the common shares on the Nasdaq Capital Markets. Furthermore, following the Reverse Stock Split, (a) the Conversion Price, as defined in the certification of designation of the Company’s 7.75% Series A Cumulative Convertible Preferred Shares (NASDAQ Cap Mkts: PXSAP), was adjusted from $1.40 to $5.60 and (b) the Exercise Price, as defined in the Company’s warrants to purchase common shares (NASDAQ Cap Mkts: PXSAW), was adjusted from $1.40 to $5.60. All the share and per share information for all periods presented has been adjusted to reflect the one for four Reverse Stock Split.

On January 25, 2023 we sold our $9.6 million interest cap rate on LIBOR of 2% with termination date of July 8, 2025 and we realized a net cash gain of $0.5 million. In the future, we may consider the use of additional financial hedging products to further limit our interest rate exposure.

On February 10, 2023 we repaid $3.0 million of the $6.0 million 7.5% promissory note due to Maritime Investors Corp., an affiliate of Mr. Valentis. The remaining balance of this obligation was repaid on March 14, 2023.

On March 13, 2023, the Company completed the debt refinancing of the “Pyxis Karteria”, our 2013 built vessel with a $15.5 million five year secured loan from a new lender, Piraeus Bank, S.A. Loan principal is repayable over five years with quarterly amortization. The loan is priced at SOFR plus 2.7% with standard terms and conditions.

On March 23, 2023, pursuant to the sale agreement that we entered into on March 1, 2023, the “Pyxis Malou” was delivered to her buyer. The aggregate gross sale price was $24.8 million from which $6.4 million was used for the prepayment of the respective loan facility and $0.75 million to prepay the outstanding loan for the “Pyxis Lamda”.

On May 11, 2023, our Board authorized a common stock re-purchase program of up to $2.0 million for a period of six months through open market transactions. During the quarter ended June 30, 2023, we repurchased 23,431 common shares at an average price of $3.87 per share, including brokerage commissions, under the authorized $2.0 million re-purchase program.

During the months of January through June, 2023 the Company paid monthly cash dividends of $0.1615 for each outstanding Series A Preferred Share, which aggregated to $418 for the six months ended as of June 30, 2023.

10

On June 30, 2023, we had a total of 10,849,812 common shares issued and outstanding of which Mr. Valentis beneficially owned 53%, 403,831 Series A Preferred Shares (NASDAQ Cap Mkts: PXSAP), which have a conversion price of $5.60, and 1,591,062 warrants (NASDAQ Cap Mkts: PXSAW), which have an exercise price of $5.60, (excluding non-tradeable underwriter’s common stock purchase warrants of which 107,143 and 3,460 have exercise prices of $8.75 and $5.60, respectively, and 2,000 and 2,683 Series A Preferred Shares purchase warrants which have an exercise price of $24.92 and $25.00 per share, respectively).

Results of Annual Meeting of Shareholders of May 11, 2023

At the scheduled annual 2023 shareholder meeting, the Company’s shareholders re-elected Mr. Basil Mavroleon and Mr. Robin Das as Class III Directors to serve for a term of three years until the 2026 annual meeting.

Subsequent Events

During July 2023, the Company’s Board, consisting of a majority of independent members, unanimously approved a $6.8 million equity investment in a newly formed company, which has agreed to acquire a 2016 Japanese built 63,520 metric tons deadweight Ultramax bulk carrier from an un-affiliated third party. The Company will own 60% of this joint venture and the remaining 40% will be owned by a company related to our Chairman and Chief Executive Officer, Mr. Valentis. This scrubber-fitted eco-vessel is geared with four cargo cranes and a ballast water treatment system which provide optimal operating flexibility, lower environmental emissions and attractive fuel economics. The purchase price of the bulk carrier will be $28.5 million, which we anticipate will be partially funded by a $19.0 million five-year secured bank loan priced at SOFR plus a margin of 2.35%. The vessel will be managed by Konkar Shipping Services, S.A., a company that is related to our Chairman and Chief Executive Officer, which is a long-time successful owner and manager of dry bulk vessels. The transaction is expected to close by late August, 2023 and is subject to the execution of definitive documentation and standard closing conditions. The company believes this counter-cyclical investment opportunity should provide attractive returns to us through a well-managed structure.

In addition, during July 2023, the Company paid monthly cash dividends of $0.1615 per share on its outstanding Series A Preferred Shares, amounting to $65. Similarly, on July 29, 2023, the Board of Pyxis declared a monthly dividend of $0.1615 per share, for the month of August 2023. The cash dividend of $65 will be payable on August 21, 2023, to holders of record as of August 14, 2023.

There are not any other subsequent events which might affect the financial statements.

Recent Developments

For information relating to our recent developments, please refer to section “Liquidity and Capital Resources” above and to Note 14 to our Unaudited Interim Condensed Consolidated Financial Statements as of June 30, 2023 and for the six month periods ended June 30, 2022 and 2023 included elsewhere herein.

Fleet Information (as of August 3, 2023)

Vessel Name	Shipyard	Vessel type	Carrying Capacity (dwt)		Year Built		Type of charter	Charter(1) Rate (per day)		Anticipated Earliest Redelivery Date
Pyxis Lamda	SPP / S. Korea	MR		50,145		2017	Spot	$	n/a	n/a
Pyxis Epsilon (2)	SPP / S. Korea	MR		50,295		2015	Time		30,000	Sep 2023
Pyxis Theta (3)	SPP / S. Korea	MR		51,795		2013	Time		26,000	Aug 2023
Pyxis Karteria (4)	Hyundai / S. Korea	MR		46,652		2013	Time		30,000	Aug 2023
				198,887

1)	Charter rates are gross in U.S.$ and do not reflect any commissions payable.
2)	“Pyxis Epsilon” is fixed on a time charter for 12 months, +/- 30 days at $30,000 per day.
3)	“Pyxis Theta” is fixed on a time charter for min 120 days and max 180 days. 0-30 days at $13,500 per day, 31-60 days at $18,500 per day, 61-120 days at $22,500 and 121-180 days at $26,000 per day.
4)	“Pyxis Karteria” was fixed on a time charter for min 40 days, +10/-5 days at $30,000 per day.

11

pYXIS TANKERS INC.

INDEX TO Unaudited Interim Condensed Consolidated Financial Statements

	Page
Consolidated Balance Sheets as of December 31, 2022 and June 30, 2023 (unaudited)	F-1
Unaudited Interim Consolidated Statements of Comprehensive Income for the six month periods ended June 30, 2022 and 2023	F-2
Unaudited Interim Consolidated Statements of Stockholders’ Equity for the six month periods ended June 30, 2022 and 2023	F-3
Unaudited Interim Consolidated Statements of Cash Flows for the six month periods ended June 30, 2022 and 2023	F-4
Notes to the Unaudited Interim Condensed Consolidated Financial Statements	F-5

PYXIS TANKERS INC.

Consolidated Balance Sheets

As of December 31, 2022 and June 30, 2023 (unaudited)

(Expressed in thousands of U.S. dollars, except for share and per share data)

			December 31,			June 30,
	Notes		2022			2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		2	$	7,563		$	32,048
Restricted cash, current portion		2, 7		376			400
Inventories		4		1,911			858
Trade accounts receivable, net		2		10,469			4,146
Prepayments and other current assets				204			543
Insurance claim receivable				608			—
Total current assets				21,131			37,995
FIXED ASSETS, NET:
Vessels, net		5		114,185			95,467
Total fixed assets, net				114,185			95,467
OTHER NON-CURRENT ASSETS:
Restricted cash, net of current portion		2, 7		2,250			2,000
Financial derivative instrument		2, 10		619			—
Deferred dry dock and special survey costs, net		2, 6		794			1,263
Total other non-current assets				3,663			3,263
Total assets			$	138,979		$	136,725
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt, net of deferred financing costs		7	$	5,829		$	5,559
Trade accounts payable				2,604			2,113
Due to related parties		3		1,028			1,078
Hire collected in advance		2		2,133			918
Accrued and other liabilities				967			878
Total current liabilities				12,561			10,546
NON-CURRENT LIABILITIES:
Long-term debt, net of current portion and deferred financing costs		7		59,047			53,386
Promissory note		3		6,000			—
Total non-current liabilities				65,047			53,386
COMMITMENTS AND CONTINGENCIES		11		—			—
STOCKHOLDERS’ EQUITY:
Preferred stock ($0.001 par value; 50,000,000 shares authorized; of which 1,000,000 authorized Series A Convertible Preferred Shares; 449,473 Series A Convertible Preferred Shares issued and outstanding as at December 31, 2022 and 403,831 at June 30, 2023)		8		—			—
Common stock ($0.001 par value; 450,000,000 shares authorized; 10,614,319 shares issued and outstanding as at December 31, 2022 and 10,794,812 at June 30, 2023, respectively)		8		11			11
Additional paid-in capital		8		111,869			111,826
Accumulated deficit				(50,509	)		(39,044	)
Total stockholders’ equity				61,371			72,793
Total liabilities and stockholders’ equity			$	138,979		$	136,725

The accompanying notes are an integral part of these Unaudited Interim Condensed Consolidated Financial Statements

F-1

PYXIS TANKERS INC.

Unaudited Interim Consolidated Statements of Comprehensive Income

For the six month periods ended June 30, 2022 and 2023

(Expressed in thousands of U.S. dollars, except for share and per share data)

			Six months ended June 30,
	Notes		2022			2023
Revenues, net		13	$	22,968		$	21,121
Expenses:
Voyage related costs and commissions		3		(7,802	)		(3,273	)
Vessel operating expenses				(6,324	)		(5,790	)
General and administrative expenses		3		(1,312	)		(2,002	)
Management fees, related parties		3		(394	)		(330	)
Management fees, other				(516	)		(397	)
Amortization of special survey costs		6		(175	)		(176	)
Depreciation		5		(3,024	)		(2,634	)
Bad debt provisions				(50	)		—
Allowance for credit gains/(losses)				(4	)		75
Gain/(Loss) from the sale of vessels, net				(466	)		8,017
Operating income				2,901			14,611
Other expenses, net:
Loss from debt extinguishment		7		(34	)		(287	)
Gain/(loss) from financial derivative instruments		10		320			(59	)
Interest and finance costs, net		12		(1,829	)		(2,395	)
Total other expenses, net				(1,543	)		(2,741	)
Net income			$	1,358		$	11,870
Dividend Series A Convertible Preferred Stock				(449	)		(418	)
Net income attributable to common shareholders		9	$	909		$	11,452
Income per common share, basic		9	$	0.09		$	1.06
Income per common share, diluted		9	$	0.09		$	0.94
Weighted average number of common shares, basic		9		10,613,424			10,754,405
Weighted average number of common shares, diluted		9		10,613,424			12,577,390

The accompanying notes are an integral part of these Unaudited Interim Condensed Consolidated Financial Statements

F-2

PYXIS TANKERS INC.

Unaudited Interim Consolidated Statements of Stockholders’ Equity

For the six month periods ended June 30, 2022 and 2023

(Expressed in thousands of U.S. dollars, except for share and per share data)

	Series A Convertible					Common											Total
	Preferred Shares					Stock					Additional			Accumulated			Stockholders’
	# of shares			Par Value		# of shares			Par Value		Paid-in Capital			Deficit			Equity
Balance January 1, 2023		449,473			—		10,614,319		$	11	$	111,869		$	(50,509	)	$	61,371
Conversion of Series A Convertible Preferred Shares to common stock		(45,642	)		—		203,924			—		—			—			—
Preferred stock dividends paid		—			—		—			—		—			(405	)		(405	)
Common stock re-purchase program		—			—		(23,431	)		—		(91	)		—			(91	)
Restricted common stock grants		—			—		—			—		48			—			48
Net income		—			—		—			—		—			11,870			11,870
Balance June 30, 2023		403,831			—		10,794,812		$	11	$	111,826		$	(39,044	)	$	72,793

The accompanying notes are an integral part of these Unaudited Interim Condensed Consolidated Financial Statements

F-3

PYXIS TANKERS INC.

Unaudited Interim Consolidated Statements of Cash Flows

For the six month periods ended June 30, 2022 and 2023

(Expressed in thousands of U.S. dollars, except for share and per share data)

	Six months ended June 30,
	2022			2023
Cash flows from operating activities:
Net income	$	1,358		$	11,870
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		3,024			2,634
Amortization and write-off of special survey costs		175			176
Allowance for credit losses		4			(75	)
Amortization and write-off of financing costs		155			126
Amortization of restricted common stock grants		—			47
Loss from debt extinguishment		34			287
Loss/(Gain) from financial derivative instrument		(320	)		59
Gain on sale of vessel, net		—			(8,017	)
Bad debt provisions		50			—
Changes in assets and liabilities:
Inventories		(1,899	)		1,053
Due from related parties		1,691			50
Trade accounts receivable, net		(3,602	)		6,398
Prepayments and other assets		(98	)		(339	)
Insurance claim receivable		(1,933	)		608
Special survey cost		(445	)		(814	)
Trade accounts payable		2,759			(491	)
Hire collected in advance		—			(1,215	)
Accrued and other liabilities		(179	)		(88	)
Net cash provided by operating activities	$	774		$	12,269
Cash flow from investing activities:
Proceeds from the sale of vessel, net		8,509			24,291
Payments for vessel acquisition		(2,995	)		—
Ballast water treatment system installation		(555	)		—
Vessel additions		—			(21	)
Net cash provided by investing activities	$	4,959		$	24,270
Cash flows from financing activities:
Proceeds from long-term debt		—			15,500
Repayment of long-term debt		(8,930	)		(21,697	)
Repayment of promissory note		—			(6,000	)
Financial derivative instrument		—			561
Payment of financing costs		—			(148	)
Preferred stock dividends paid		(436	)		(405	)
Common stock re-purchase program		—			(91	)
Net cash used in financing activities	$	(9,366	)	$	(12,280	)
Net (decrease)/increase in cash and cash equivalents and restricted cash		(3,633	)		24,259
Cash and cash equivalents and restricted cash at the beginning of the period		9,874			10,189
Cash and cash equivalents and restricted cash at the end of the period	$	6,241		$	34,448
SUPPLEMENTAL INFORMATION:
Cash paid for interest	$	1,722		$	2,598

The accompanying notes are an integral part of these Unaudited Interim Condensed Consolidated Financial Statements.

F-4

PYXIS TANKERS INC.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in thousands of U.S. dollars, except for share and per share data)

1. Basis of Presentation and General Information:

PYXIS TANKERS INC. (“Pyxis”) is a corporation incorporated in the Republic of the Marshall Islands on March 23, 2015. As of June 30, 2023, Pyxis owns 100% ownership interest in the following four vessel-owning companies:

● SEVENTHONE CORP., established under the laws of the Republic of the Marshall Islands (“Seventhone”);

● EIGHTHONE CORP., established under the laws of the Republic of the Marshall Islands (“Eighthone”);

● TENTHONE CORP., established under the laws of the Republic of the Marshall Islands (“Tenthone”);

● ELEVENTHONE CORP., established under the laws of the Republic of the Marshall Islands (“Eleventhone” and collectively with Seventhone, Eighthone and Tenthone the “Vessel-owning companies”).

We also currently own 100% ownership interest in the following non-vessel owning companies:

● SECONDONE CORPORATION LTD, established under the laws of the Republic of the Marshal Islands (“Secondone”) that owned the vessel “Northsea Alpha” that was sold to an unaffiliated third party on January 28, 2022;

● THIRDONE CORPORATION LTD, established under the laws of the Republic of the Marshal Islands (“Thirdone”) that owned the vessel “Northsea Beta” that was sold to an unaffiliated third party on March 1, 2022;

● FOURTHONE CORPORATION LTD, established under the laws of the Republic of Malta (“Fourthone”) that owned the vessel “Pyxis Malou” that was sold to an unaffiliated third party on March 23, 2023;

● SIXTHONE CORP., established under the laws of the Republic of the Marshal Islands (“Sixthone”) that owned the vessel “Pyxis Delta” that was sold to an unaffiliated third party on January 13, 2020 and,

● MARITIME TECHNOLOGIES CORP, established under the laws of Delaware.

All of the Vessel-owning companies are engaged in the marine transportation of liquid cargoes through the ownership and operation of tanker vessels, as listed below:

Vessel-owning Company	Incorporation date	Vessel	Dead Weight tons “DWT”	Year built	Acquisition date
Seventhone	05/31/2011	Pyxis Theta	51,795	2013	09/16/2013
Eighthone	02/08/2013	Pyxis Epsilon	50,295	2015	01/14/2015
Tenthone	04/22/2021	Pyxis Karteria	46,652	2013	07/15/2021
Eleventhone	11/09/2021	Pyxis Lamda	50,145	2017	12/20/2021

Effective May 13, 2022, the Company effected a four-for-one reverse stock split on its issued and outstanding common stock. All share and per share amounts disclosed in the accompanying financial statements give effect to this reverse stock split retroactively, for all periods presented.

The accompanying Unaudited Interim Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual financial statements. In the opinion of the management of the Company, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of financial position, operating results and cash flows have been included in the accompanying Unaudited Interim Condensed Consolidated Financial Statements. Interim results are not necessarily indicative of results that may be expected for the year ending December 31, 2023. These Unaudited Interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and footnotes for the year ended December 31, 2022, included in the Company’s Annual Report on Form 20-F filed with the SEC on April 12, 2023 (the “2022 Annual Report”).

Revenues for the six month periods ended June 30, 2022 and 2023, deriving from significant charterers individually accounting for 10% or more of revenues (in percentages of total revenues), were as follows:

Charterer	Six months ended June 30,
	2022			2023
A		—			50	%
B		23	%		31	%
C		36	%		13	%
Total		59	%		94	%

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the accompanying Consolidated Balance Sheets that are presented in the accompanying interim condensed consolidated statement of cash flows for the six month periods ended June 30, 2022 and 2023.

F-5

PYXIS TANKERS INC.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in thousands of U.S. dollars, except for share and per share data)

1. Basis of Presentation and General Information: -Continued:

	June 30,
	2022		2023
Cash and cash equivalents	$	3,636	$	32,048
Restricted cash, current portion		355		400
Restricted cash, net of current portion		2,250		2,000
Total cash and cash equivalents and restricted cash	$	6,241	$	34,448

PYXIS MARITIME CORP. (“Maritime”), a corporation established under the laws of the Republic of the Marshall Islands, which is beneficially owned by Mr. Valentios (“Eddie”) Valentis, the Company’s Chairman, Chief Executive Officer and Class I Director, provides certain ship management services to the Vessel-owning companies, as discussed in Note 3.

With effect from the delivery of each vessel, the crewing and technical management of the vessels were contracted to INTERNATIONAL TANKER MANAGEMENT LTD. (“ITM”) with permission from Maritime. ITM is an unrelated third party technical manager, represented by its branch based in Dubai, UAE. Each ship-management agreement with ITM is in force until it

is terminated by either party. The ship-management agreements can be cancelled either by the Company or ITM for any reason at any time upon three months’ advance notice.

As of June 30, 2023, the Company had a working capital surplus of $27.5, defined as current assets minus current liabilities. As of the filing date of the Unaudited Interim Condensed Consolidated Financial Statements, the Company believes that it will be in a position to cover its liquidity needs for the next 12-month period through operating cash flows, management of working capital, sale of assets, refinancing indebtedness or raising additional equity capital, or a combination thereof.

As of June 30, 2023, Mr. Valentis beneficially owned approximately 53% of the Company’s common stock.

2. Significant Accounting Policies:

The accounting policies followed in the preparation of these Unaudited Interim Condensed Consolidated Financial Statements are the same with those applied in the preparation of the Company’s Consolidated Financial Statements for the year ended December 31, 2022. See Note 2 to the Company’s Consolidated Financial Statements for the year ended December 31, 2022, included in the 2022 Annual Report. There have been no material changes to these policies in the six month period ended June 30, 2023, except of the following addition.

(a) Stock Compensation: The Company has a stock based incentive plan that covers directors and officers of the Company and its affiliates and its consultants and service providers. Awards granted are valued at fair value and compensation cost is recognized on a straight-line basis, net of estimated forfeitures, over the requisite service period of each award. The fair value of restricted stock awarded at the grant date is equal to the closing stock price on that date and is amortized over the applicable vesting period using the straight-line method.

3. Transactions with Related Parties:

The following transactions with related parties occurred during the six month periods ended June 30, 2022 and 2023.

(a) Maritime:

The following amounts were charged by Maritime pursuant to the head management and ship-management agreements with the Company, and are included in the accompanying unaudited interim Consolidated Statements of Comprehensive Income:

F-6

PYXIS TANKERS INC.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in thousands of U.S. Dollars, except for share and per share data)

3. Transactions with Related Parties: – Continued:

	Six months ended June 30,
	2022		2023
Included in Voyage related costs and commissions
Charter hire commissions	$	289	$	267
Included in Management fees, related parties
Ship-management Fees		394		330
Included in General and administrative expenses
Administration Fees		819		898
Total	$	1,502	$	1,495

During the first quarter of 2023, we also paid a one-time performance bonus of $0.6 million to Maritime.

As of December 31, 2022 and June 30, 2023, the balances with Maritime were $1,028 and $1,078, respectively, and are included in Due to related parties in the accompanying Consolidated Balance Sheets. The balances with Maritime are interest free and with no specific repayment terms.

The Company uses the services of Maritime, to provide a wide range of shipping services, including but not limited to, chartering, sale and purchase, insurance, operations and dry-docking and construction supervision, all provided at a fixed daily fee per vessel (the “Head Management Agreement”). For the ship management services, Maritime charges a fee payable by each subsidiary of $0.325 per day per vessel while the vessel is in operation including any pool arrangements and $0.450 per day per vessel while the vessel is under construction, as well as an additional daily fee (which is dependent on the seniority of the personnel) to cover the cost of engineers employed to conduct the supervision of the newbuilding (collectively the “Ship-management Fees”). In addition, Maritime charges the Company a commission rate of 1.25% on all charter hire agreements arranged by Maritime. For the administrative management services, the Company pays Maritime a fixed fee of $1,600 annually (the “Administration Fees”) under the Head Management Agreement. In the event of a change of control of the Company during the management period or within 12 months after the early termination of the Head Management Agreement, then the Company will pay to Maritime an amount equal to 2.5 times the then annual Administration Fees. Pursuant to the amendment of this agreement on March 18, 2020, in the event of such change of control and termination, the Company shall also pay to Maritime an amount equal to 12 months of the then daily Ship-management Fees.

The Ship-management Fees and the Administration Fees are adjusted annually according to the official inflation rate in Greece or such other country where Maritime was headquartered during the preceding year. On August 9, 2016, the Company amended the Head Management Agreement with Maritime to provide that in the event that the official inflation rate for any calendar year is deflationary, no adjustment shall be made to the Ship-management Fees and the Administration Fees, which will remain, for the particular calendar year, as per the previous calendar year. Effective January 1, 2019 and 2020, the Ship-management Fees and the Administration Fees were increased by 0.62%, and, 0.26% respectively, in line with the average inflation rate of Greece for 2018 and 2019. For 2020, the average rate in Greece was a deflation of 1.24% and, as a result, no adjustment was made to the Ship-management Fees and the Administration Fees effective January 1, 2021, which remained, for the particular calendar year, as per the previous year. Effective January 1, 2022 and 2023, the Ship-management Fees and the Administration Fees were increased by 1.23% and 9.65%, respectively, in line with the average inflation rate of Greece for 2021 and 2022.

(b) Maritime Investors Corp.:

On February 10, 2023 the Company repaid $3.0 million of the $6.0 million of the Amended & Restated Promissory Note due to Maritime Investors Corp.

On March 13, 2023, the Company completed the debt refinancing of the “Pyxis Karteria”, our 2013 built vessel with a $15.5 million five year secured loan from a new lender, Piraeus Bank, S.A. Loan principal is repayable over five years with quarterly amortization. The Loan is priced at SOFR plus 2.7% with standard terms and conditions. The net proceeds, after payment of closing fees and expenses, was used to repay bank debt on the vessel and the $3 million outstanding of the $6 million Promissory Note due to Maritime Investors Corp.

Interest charged on the Amended & Restated Promissory Note for the six months ended June 30, 2022 and 2023, amounted to $223 and $69, respectively, and is included in Interest and finance costs, net in the accompanying unaudited interim Consolidated Statements of Comprehensive Income. The outstanding balance of the Promissory Note as of June 30, 2023, amounting to nil.

F-7

PYXIS TANKERS INC.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in thousands of U.S. Dollars, except for share and per share data)

3. Transactions with Related Parties: – Continued:

On May 11, Maritime Investors Corp granted with 4,000 PXS restricted share under the active Equity Incentive Plan (“EIP”). The restricted shares grant has vesting periods up to November 2024 (see note 8).

4. Inventories:

The amounts in the accompanying Consolidated Balance Sheets are analyzed as follows:

	December 31,		June 30,
	2022		2023
Lubricants	$	617	$	457
Bunkers		1,294		401
Total	$	1,911	$	858

5. Vessels, net:

The amounts in the accompanying Consolidated Balance Sheets are analyzed as follows:

	Vessel			Accumulated			Net Book
	Cost			Depreciation			Value
Balance January 1, 2023	$	148,736		$	(34,551	)	$	114,185
Sale of Vessel - Pyxis Malou		(25,000	)		8,894			(16,106	)
Vessel additions		22			—			22
Depreciation		—			(2,634	)		(2,634	)
Balance June 30, 2023	$	123,758		$	(28,291	)	$	95,467

On March 23, 2023, pursuant to the sale agreement that we entered into on March 1, 2023, the “Pyxis Malou” was delivered to her buyer. The aggregate gross sale price was $24.8 million from which $6.4 million was used for the prepayment of the respective loan facility and $0.75 million to prepay part of the outstanding loan for the “Pyxis Lamda”.

As of June 30, 2023, the Company reviewed the carrying amount in connection with the estimated recoverable amount for each of its vessels held and used. This review indicated that such carrying amounts were fully recoverable for the Company’s vessels held and used and, consequently, no impairment charge was deemed necessary for the period ended June 30, 2023.

All of the Company’s vessels have been pledged as collateral to secure the bank loans discussed in Note 7.

6. Deferred dry dock and special survey costs, net:

The movement in deferred charges, net, in the accompanying Consolidated Balance Sheets are as follows:

	2023
Balance January 1,	$	794
Additions		814
Amortization of special survey costs		(176	)
Pyxis Malou write-off		(169	)
Balance June 30,	$	1,263

The additions during the first half of 2023 are related manly with “Pyxis Karteria” special survey which completed on April 14, 2023. The amortization of the special survey costs is separately reflected in the accompanying unaudited interim consolidated statement of comprehensive income.

F-8

PYXIS TANKERS INC.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in thousands of U.S. Dollars, except for share and per share data)

7. Long-term Debt:

The amounts shown in the accompanying Consolidated Balance Sheets at December 31, 2022 and June 30, 2023, are analyzed as follows:

	December 31,		June 30,
Vessel (Borrower)	2022		2023
(a) “Pyxis Malou” (Fourthone)	$	6,616	$	—
(b) “Pyxis Theta” (Seventhone)		12,550		11,950
(c) “Pyxis Epsilon” (Eighthone)		14,900		14,300
(d) “Pyxis Karteria” (Tenthone)		11,800		15,050
(e) “Pyxis Lamda” (Eleventhone)		19,884		18,253
Total	$	65,750	$	59,553

	December 31,			June 30,
	2022			2023
Current portion	$	6,100		$	5,776
Less: Current portion of deferred financing costs		(271	)		(217	)
Current portion of long-term debt, net of deferred financing costs, current	$	5,829		$	5,559
Long-term portion	$	59,650		$	53,777
Less: Non-current portion of deferred financing costs		(603	)		(391	)
Long-term debt, net of current portion and deferred financing costs, non-current	$	59,047		$	53,386

(a)&(e) On December 20, 2021, Fourthone and Eleventhone concluded as joint and several borrowers a loan agreement with Alpha Bank in order to refinance the existing facility of the “Pyxis Malou” and to partly finance the acquisition of the “Pyxis Lamda”.

On the same date, Fourthone drew down an amount of $7,320 and fully settled the previous loan facility outstanding balance of $7,320. On March 23, 2023, pursuant to the sale agreement with an unaffiliated third party we delivered “Pyxis Malou” to her buyer. The aggregate gross sale price was $24.8 million from which $6.4 million was used for the prepayment of the respective loan facility and $0.75 million to prepay part of the outstanding loan for the “Pyxis Lamda”. As of June 30, 2023, the loan balance of Pyxis Malou has been fully settled.

Upon delivery of “Pyxis Lamda”, on December 20, 2021, Eleventhone drew down an amount of $21,680. As of June 30, 2023, the outstanding balance of the Eleventhone loan of $18,253 is repayable in 14 consecutive quarterly installments of $431.67 each, the first falling due in September 2023, and the last installment accompanied by a balloon payment of $12,210 falling due in December 2026.

The loan bears interest at SOFR plus a margin of 3.15% per annum.

Standard loan covenants include, among others, a minimum liquidity and a minimum required Security Cover Ratio (“MSC”). The facility imposes certain customary covenants and restrictions with respect to, among other things, the borrower’s ability to distribute dividends, incur additional indebtedness, create liens, change its share capital, engage in mergers, or sell the vessel and a minimum collateral value to outstanding loan principal. Certain major covenants include, as defined in such agreements:

Covenants:

● The borrower undertook to maintain minimum deposit with the bank of $750 at all times, (which shall be reduced to the amount of $500, upon receipt of time charter employment for a period of at least six months).

● The ratio of the corporate guarantor’s total liabilities (exclusive of the Promissory Note) to market adjusted total assets is not to exceed 75%. This requirement is only applicable in order to assess whether the borrowers are entitled to distribute dividends to Pyxis. As of June 30, 2023, the requirement was met as such ratio was 34.4%, or 40.6% lower than the required threshold.

● MSC is to be at least 125% of the respective outstanding loan balance.

● No change of control shall be made directly or indirectly in the ownership, beneficial ownership, control or management of any of the borrower and the corporate guarantor or any share therein or the vessels, as a result of which less than 100% of the shares and voting rights in each borrower are owned by the corporate guarantor or less than 25% of the shares and voting rights in the corporate guarantor will remain in the ultimate legal and beneficial ownership of the beneficial shareholders.

F-9

PYXIS TANKERS INC.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in thousands of U.S. Dollars, except for share and per share data)

7. Long-term Debt: – Continued:

(b) On July 8, 2020, Seventhone entered into a $15,250 secured loan agreement with Alpha Bank, for the purpose of refinancing the outstanding indebtedness of $11,293 under the previous loan facility, which was fully settled on the same day. As of June 30, 2023, the outstanding balance of the Seventhone loan of $11,950 is repayable in nine consecutive quarterly installments of $300 each, the first falling due in August 2023, and the last installment accompanied by a balloon payment of $9,250 falling due in July 2025. The loan bears interest at SOFR plus a margin of 3.35% per annum.

Standard loan covenants include, among others, a minimum liquidity and a MSC. The facility imposes certain customary covenants and restrictions with respect to, among other things, the borrower’s ability to distribute dividends, incur additional indebtedness, create liens, change its share capital, engage in mergers, or sell the vessel and a minimum collateral value to outstanding loan principal. Certain major covenants include, as defined in such agreement:

Covenants:

● The borrower undertakes to maintain minimum deposit with the bank of $500 at all times.

● The ratio of the corporate guarantor’s total liabilities (exclusive of the Promissory Note) to market adjusted total assets is not to exceed 75%. This requirement is only applicable in order to assess whether the borrower is entitled to distribute dividends to Pyxis. As of June 30, 2023, the requirement was met as such ratio was 34.4%, or 40.6% lower than the required threshold.

● MSC is to be at least 125% of the respective outstanding loan balance.

● No change shall be made directly or indirectly in the ownership, beneficial ownership, control or management of Seventhone or of the Company or any share therein or the “Pyxis Theta”, as a result of which less than 100% of the shares and voting rights in Seventhone or less than 20% of the shares and voting rights in the corporate guarantor remain in the ultimate legal and beneficial ownership of the beneficial shareholders.

(c) As of June 30, 2023, the outstanding balance of Eighthone loan amounted to $14,300 and is repayable in 11 quarterly installments of $300 each, the first due in September 2023, and the last installment accompanied by a balloon payment of $11,000 due in March 2026. The loan bears interest at SOFR plus a margin of 3.35% per annum.

Standard loan covenants include, among others, a minimum liquidity and a MSC. The facility imposes certain customary covenants and restrictions with respect to, among other things, the borrower’s ability to distribute dividends, incur additional indebtedness, create liens, change its share capital, engage in mergers, or sell the vessel and a minimum collateral value to outstanding loan principal. Certain major covenants include, as defined in such agreement:

● The borrower undertakes to maintain minimum deposit with the bank of $500 at all times.

● The ratio of the corporate guarantor’s total liabilities (exclusive of the Promissory Note) to market adjusted total assets is not to exceed 75%. This requirement is only applicable in order to assess whether the borrower is entitled to distribute dividends to Pyxis. As of June 30, 2023, the requirement was met as such ratio was 34.4%, or 40.6% lower than the required threshold.

● MSC is to be at least 125% of the respective outstanding loan balance.

● No change shall be made directly or indirectly in the ownership, beneficial ownership, control or management of Eighthone or of Pyxis or any share therein or the “Pyxis Epsilon”, as a result of which less than 100% of the shares and voting rights in Eighthone or less than 20% of the shares and voting rights in Pyxis remain in the ultimate legal and beneficial owners disclosed at the negotiation of this loan agreement.

(d) On March 13, 2023 Tenthone concluded a loan agreement with Piraeus Bank in order to refinance the existing facility of the “Pyxis Karteria”. On the same date, Tenthone drew down an amount of $15,500 and fully settled the previous loan facility outstanding balance of $11,500. As of June 30, 2023, the outstanding balance of the Tenthone loan of $15,050 is repayable in three quarterly installments of $450,000, followed by 16 quarterly installments of $300,000 each, the first falling due in September 2023, and the last installment accompanied by a balloon payment of $8,900 falling due in March 2028.

Standard loan covenants of the Tenthone loan include, among others, a minimum liquidity and a MSC. Certain major covenants include, as defined in such agreement:

● The borrower undertakes to maintain minimum deposit with the bank of $ $900,000 reduced to $500,000 after 6 months.

● The ratio of the corporate guarantor’s total liabilities (exclusive of the Promissory Note) to market adjusted total assets is not to exceed 75%. This requirement is only applicable in order to assess whether the borrower is entitled to distribute dividends to Pyxis. As of June 30, 2023, the requirement was met as such ratio was 34.4%, or 40.6% lower than the required threshold.

● MSC is to be at least 125% of the respective outstanding loan balance.

● Minimum cash and cash equivalent shall not be less than the greater of (i) $2.0 million and (ii) 3% of the total debt excluding any promissory note.

F-10

PYXIS TANKERS INC.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in thousands of U.S. Dollars, except for share and per share data)

7. Long-term Debt: – Continued:

Amounts presented in Restricted cash, current and non-current, in the Consolidated Balance Sheets are related to minimum cash and the retention account requirements imposed by the Company’s debt agreements.

The annual principal payments required to be made after June 30, 2023, are as follows:

To June 30,	Amount
2024	$	5,777
2025		5,327
2026		24,377
2027 and thereafter		24,072
Total	$	59,553

Total interest expense on long-term debt and the Promissory Note for the six months ended June 30, 2022, and 2023, amounted to $1,686, and $2,661, respectively, and is included in Interest and finance costs, net (Note 12) in the accompanying Consolidated Statements of Comprehensive Income. The Company’s weighted average interest rate (including the margin) for the six months ended June 30, 2022 and 2023, was 4.30% and 8.17% per annum, including the Promissory Note discussed in Note 3, respectively.

As of June 30, 2023, the Company was in compliance with all of the loan covenants in its loan agreements and there was no amount available to be drawn down under the existing loan agreements.

8. Equity Capital Structure and Equity Incentive Plan:

Effective May 13, 2022, the Company effected a four-for-one reverse stock split on its issued and outstanding common stock. All share and per share amounts disclosed in the accompanying financial statements give effect to this reverse stock split retroactively, for all periods presented.

The Company’s authorized common and preferred stock consists of 450,000,000 common shares, 50,000,000 preferred shares of which 1,000,000 are authorized as Series A Preferred Shares.

As of December 31, 2022 and June 30, 2023, the Company had a total of 10,614,319 and 10,849,812 common shares issued and outstanding, respectively, and 449,473 and 403,831 Series A Convertible Preferred Shares (trading symbol - PXSAP), which have a conversion price of $5.60, issued and outstanding, respectively, each with a par value of USD 0.001 per share.

Furthermore, as of December 31, 2022 and June 30, 2023, the Company had outstanding warrants which amounted to 1,590,540 and 1,591,062 (PXSAW), respectively, which have an exercise price of $5.60, (exclusive of 4,683 underwriter’s warrants to purchase 4,683 Series A Convertible Preferred Shares at an average exercise price of $24.97 and 3,460 underwriter’s warrant to purchase 13,860 common shares with exercise price $5.60. The Company has also issued to the placement agent 107,143 non-tradeable warrants for the purchase of common shares, which can be exercised commencing one hundred eighty (180) days after the closing date, or on August 23, 2021 and expire on the five-year anniversary of the closing date, or on February 24, 2026. The initial exercise price per common share was $8.75, or 125% of the offering price of the shares. As of December 31, 2022 and June 30, 2023 all the respective non-tradeable underwriter’s warrants remain outstanding.

During the first half of 2023, an aggregate of 45,642 of Series A Convertible Preferred Shares were converted into 203,924 registered common shares of the Company while no Warrants were exercised. After June 30, 2023 and up to the date of these Unaudited Interim Condensed Consolidated Financial Statements, no further Series A Convertible Preferred Shares had been converted. At June 30, 2023, the Company had 403,831 outstanding Series A Convertible Preferred Shares and 1,591,062 Warrants (exclusive of 4,683 underwriter’s Warrants to purchase 4,683 Series A Convertible Preferred Shares and 3,460 underwriter’s warrant to purchase 3,460 common shares warrants which remained outstanding as of June 30, 2023).

F-11

PYXIS TANKERS INC.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in thousands of U.S. Dollars, except for share and per share data)

8. Equity Capital Structure and Equity Incentive Plan:- Continued:

In October, 2015, our Board approved, and the Company adopted the Pyxis Tankers Inc. 2015 EIP for common shares. The maximum aggregate number of shares of common stock that may be delivered pursuant to awards granted under the Plan during the ten-year term of the Plan will be 15% of the then-issued and outstanding number of shares of our common stock under the EIP, the Company’s employees, officers, directors and service providers are entitled to receive options to acquire the Company’s common stock. The EIP is administered by the nominating and corporate governance committee of our Board or such other committee of the Board as may be designated by the Board. Under the terms of the EIP, the Company’s Board is able to grant, (a) non-qualified stock options, (b) stock appreciation rights, (c) restricted stock, (d) restricted stock units, (e) unrestricted stock grants, (f) other equity-based or equity-related awards and (g) dividend equivalents. No award may be granted under the EIP after the tenth anniversary of the date the EIP was adopted by our Board.

On May 11, our Nominating & Corporate Governance Committee signed the resolution to grant the issuance of a total of 55,000 restricted common shares to 24 employees, board members and Company affiliates under the active EIP. The restricted shares have vesting periods up to November 2024. A non–cash charge of $47,000 was recognized in General and administrative expenses of the accompanying unaudited interim consolidated statement of comprehensive income for the six month period ended in June 30, 2023.

Restricted stock during the period ended June 30, 2023 is analyzed as follows:

	Number of Shares		Weighted Average Grant Date Price
Outstanding at December 31, 2022		—	$	—
Granted		55,000		3.68
Vested		—		—
Forfeited or expired		—		—
Outstanding at June 30, 2023		55,000	$	3.68

The fair value of the restricted shares has been determined with reference to the closing price of the Company’s stock on the date the agreements were signed. The aggregate compensation cost is being recognized ratably in the consolidated statement of comprehensive income over the respective vesting periods.

At June 30, 2023 the total unrecognized cost relating to restricted share awards was $172 thousand. At June 30, 2023, the weighted-average period over which the total compensation cost related to non-vested awards not yet recognized is expected to be recognized is 0.5 years.

During the months of January through June, 2023 the Company paid monthly cash dividends of $0.1615 for each outstanding Series A Preferred Share, which aggregated to $405 for the six months ended as of June 30, 2023. As of that date, Mr. Valentis beneficially owned 5,729,730 or approximately 53% of our outstanding shares.

9. Income per Common Share:

	Six months ended June 30,
	2022		2023
Net income available to common stockholders, basic	$	909	$	11,452
Weighted average number of common shares, basic		10,613,424		10,754,405
Net income per common share, basic	$	0.09	$	1.06
Net income available to common stockholders, diluted	$	909	$	11,812
Weighted average number of common shares, diluted		10,613,424		12,577,390
Net income per common share, diluted	$	0.09	$	0.94

As of June 30, 2022, securities that could potentially dilute basic income per share in the future that were not included in the computation of diluted income per share, because to do so would have anti-dilutive effect, were any incremental shares of the unexercised warrants, calculated with the treasury stock method, as well as shares assumed to be converted with respect to the Series A Convertible Preferred Shares calculated with the if-converted method.

At June 30, 2022, there were no securities that could potentially dilute basic income per share. These securities consist of outstanding warrants which amounted to 1,590,540, (PXSAW), which have an exercise price of $5.60, (exclusive of 4,683 underwriter’s warrants to purchase 4,683 Series A Convertible Preferred Shares at an average exercise price of $24.97 and 4,000 underwriter’s warrant to purchase 4,000 common shares warrants with exercise price $5.60). The Company has also issued to the placement agent 107,143 non-tradeable warrants for the purchase of common shares, which can be exercised commencing one hundred eighty (180) days after the closing date, or on August 23, 2021 and expire on the five-year anniversary of the closing date, or on February 24, 2026. The initial exercise price per common share was $8.75, or 125% of the offering price of the shares.

As of June 30, 2023, securities that could potentially dilute basic income per share in the future that were not included in the computation of diluted income per share, because to do so would have anti-dilutive effect, were 1,591,062 warrants, which have an exercise price of $5.60, (exclusive of 4,683 underwriter’s warrants to purchase 4,683 Series A Convertible Preferred Shares at an average exercise price of $24.97 and 4,000 underwriter’s warrant to purchase 4,000 common shares warrants with exercise price $5.60), calculated with the treasury stock method, as well as 55K unvested restricted stocks units, which have vesting period up to November 2023. The diluted income per common share includes shares assumed to be converted with respect to the 403,831 Series A Preferred Shares, which have a conversion price of $5.60, calculated with the if-converted method.

10. Risk Management and Fair Value Measurements:

The principal financial assets of the Company consist of cash and cash equivalents, trade accounts receivable due from charterers and amounts due from related parties. The principal financial liabilities of the Company consist of long-term bank loans and trade accounts payable.

Interest rate risk: The Company’s loan interest rates are currently calculated at SOFR plus a margin, as described in Note 7 above, hence, the Company is exposed to movements in SOFR. SOFR is the successor index to LIBOR for our bank loans. In order to hedge its variable interest rate exposure, on January 19, 2018, the Company, via one of its vessel-owning subsidiaries, purchased an interest rate cap with one of its lenders for a notional amount of $10.0 million with a cap rate on LIBOR of 3.5%. The interest rate cap terminated on July 18, 2022. Similarly, on July 16, 2021, the same subsidiary purchased an additional interest rate cap for the amount of $9.6 million at a cap rate on LIBOR of 2% with a termination date of July 8, 2025. This cap was sold on January 25, 2023 and we realized a net cash gain of $0.5 million. In the future, we may consider the use of additional financial hedging products to further limit our interest rate exposure.

F-12

PYXIS TANKERS INC.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in thousands of U.S. Dollars, except for share and per share data)

10. Risk Management and Fair Value Measurements: - Continued:

Credit risk: Credit risk is minimized since trade accounts receivable from charterers are presented net of the expected credit losses. The Company places its cash and cash equivalents, primarily with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Company’s investment strategy. On the balance sheet date there were no significant concentrations on credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset on the Consolidated Balance Sheets.

Currency risk: The Company’s transactions are denominated primarily in U.S. dollars; therefore, overall currency exchange risk is limited. Balances in foreign currency other than U.S. dollars are not considered significant.

Fair value: The Management has determined that the fair values of the assets and liabilities as of June 30, 2023, are as follows:

	Carrying		Fair
	Value		Value
Cash and cash equivalents (including restricted cash)	$	34,448	$	34,448
Trade accounts receivable	$	4,146	$	4,146
Trade accounts payable	$	2,113	$	2,113
Long-term debt with variable interest rates, net	$	59,553	$	59,553
Due to related parties	$	1,078	$	1,078

The Company performs an impairment exercise whenever there are indicators of impairment. No impairment loss was recognized for the six months ended June 30, 2023. As of December 31, 2022 and June 30, 2023, the Company did not have any other assets or liabilities measured at fair value on a non- recurring basis.

Assets measured at fair value on a recurring basis: Interest rate cap

The Company’s interest rate cap does not qualify for hedge accounting. The Company adjusts its interest rate cap contract to fair market value at the end of every period and records the resulting gain or loss during the period in the Consolidated Statements of Comprehensive Income. Information on the classification, the derivative fair value and the gain/(loss) from financial derivative instruments included in the Consolidated Financial Statements is shown below:

	December 31,		June 30,
Consolidated Balance Sheets – Location	2022		2023
Financial derivative instrument – Other non-current assets	$	619	$	—

	Six months ended June 30,
Consolidated Statements of Comprehensive Income – Location	2022		2023
Financial derivative instrument – Fair value at the beginning of the period	$	74	$	619
Financial derivative instrument – Amounts received		—		(560	)
Financial derivative instrument – Fair value as at period end		394		—
Gain/(Loss) from financial derivative instrument	$	320	$	(59	)

The derivative instrument – interest rate cap was sold on January 25, 2023 and we realized a net cash gain of $0.6 million. In the future, we may consider the use of additional financial hedging products to further limit our interest rate exposure.

Assets measured at fair value on a non-recurring basis: Long lived assets held and used and held for sale

As of December 31, 2022 and June 30, 2023, the Company reviewed the carrying amount in connection with the estimated recoverable amount for each of its vessels held and used. This review indicated that such carrying amount was fully recoverable for the Company’s vessels held and used. No impairment loss was recognized for the six months ended June 30, 2022 and 2023.

As of December 31, 2022 and June 30, 2023, the Company did not have any other assets or liabilities measured at fair value on a non-recurring basis.

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PYXIS TANKERS INC.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in thousands of U.S. Dollars, except for share and per share data)

11. Commitments and Contingencies:

Minimum contractual charter revenues: The Company employs certain of its vessels under lease agreements. Time charters typically may provide for variable lease payments, charterers’ options to extend the lease terms at higher rates and termination clauses. The Company’s contracted time charters as of June 30, 2023, range from one to six months, with varying extension periods at the charterers’ option and do not provide for variable lease payments. Our time charters contain customary termination clauses which protect either the Company or the charterers from material adverse situations.

Future minimum contractual charter revenues, gross of 1.25% address commission and 1.25% brokerage commissions to Maritime and of any other brokerage commissions to third parties, based on the vessels’ committed, non-cancelable, long-term time charter contracts as of June 30, 2023, are $3,498.

Other: Various claims, suits and complaints, including those involving government regulations and environmental liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. Currently, management is not aware of any such claims not covered by insurance or contingent liabilities, which should be disclosed, or for which a provision has not been established in the accompanying Consolidated Financial Statements.

The Company accrues for the cost of environmental and other liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. As of June 30, 2023 and as of the date of the issuance of the Unaudited Interim Condensed Consolidated Financial Statements, management is not aware of any other claims or contingent liabilities, which should be disclosed or for which a provision should be established in the accompanying Unaudited Interim Condensed Consolidated Financial Statements. The Company is covered for liabilities associated with the individual vessels’ actions to the maximum limits as provided by Protection and Indemnity (P&I) Clubs, members of the International Group of P&I Clubs.

12. Interest and Finance Costs, net:

The amounts in the accompanying unaudited interim Consolidated Statements of Comprehensive Income are analyzed as follows:

	Six months ended June 30,
	2022			2023
Interest on long-term debt (Note 7)	$	1,463		$	2,592
Interest on Promissory Note (Note 3)		223			69
Amortization of financing costs		155			126
Financing fees and charges		(12	)		21
Interest from time deposits		—			(413	)
Total	$	1,829		$	2,395

13. Revenues, net:

The Company disaggregates its revenue from contracts with customers by the type of charter (time charters and spot charters). The following table presents the Company’s revenue disaggregated by revenue source for the six month periods ended June 30, 2022 and 2023:

	Six months ended June 30,
	2022		2023
Revenues derived from spot charters, net	$	17,194	$	3,962
Revenues derived from time charters, net		5,774		17,159
Revenues, net	$	22,968	$	21,121

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less, in accordance with the optional exception in ASC 606.

The following table presents the Company’s net trade accounts receivable disaggregated by revenue source as December 31, 2022 and June 30, 2023:

F-14

PYXIS TANKERS INC.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in thousands of U.S. Dollars, except for share and per share data)

13. Revenues, net: - Continued:

	December 31, 2022			June 30, 2023
Accounts receivable trade from spot charters	$	10,598		$	3,852
Accounts receivable trade from time charters		35			383
Less: Bad debt provisions		(26	)		(26	)
Less: Allowance for credit losses		(138	)		(63	)
Total	$	10,469		$	4,146

14. Subsequent Events:

Dividend payment: During July 2023, the Company paid monthly cash dividends of $0.1615 per share on its outstanding Series A Preferred Shares, amounting to $65. Similarly, on July 29, 2023, the Board of Pyxis declared a monthly dividend of $0.1615 per share, for the month of August 2023. The cash dividend of $65 will be payable on August 21, 2023, to holders of record as of August 14, 2023.

Formation of a 60% Drybulk Joint Venture: During July 2023, the Company’s Board, consisting of a majority of independent members, unanimously approved a $6.8 million equity investment in a newly formed company, which has agreed to acquire a 2016 Japanese built 63,520 metric tons deadweight Ultramax bulk carrier from an un-affiliated third party. The Company will own 60% of this joint venture and the remaining 40% will be owned by a company related to our Chairman and Chief Executive Officer, Mr. Valentis. This scrubber-fitted eco-vessel is geared with four cargo cranes and a ballast water treatment system which provide optimal operating flexibility, lower environmental emissions and attractive fuel economics. The purchase price of the bulk carrier will be $28.5 million, which we anticipate will be partially funded by a $19.0 million five-year secured bank loan priced at SOFR plus a margin of 2.35%. The vessel will be managed by Konkar Shipping Services, S.A., a company that is related to our Chairman and Chief Executive Officer, which is a long-time successful owner and manager of dry bulk vessels. The transaction is expected to close by late August, 2023 and is subject to the execution of definitive documentation and standard closing conditions.

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