| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value |
| (b) | Name of Issuer:
Pyxis Tankers Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
K. Karamanli 59, Maroussi,
GREECE
, 15125. |
Item 1 Comment:
This Amendment No. 11 ("Amendment No. 10") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on November 10, 2015, amended by Amendment No. 1 filed with the Securities and Exchange Commission on June 13, 2017, Amendment No. 2 filed with the SEC on August 10, 2017, Amendment No. 3 filed with the SEC on January 2, 2018, Amendment No. 4 filed with the SEC on November 4, 2019, Amendment No. 5 filed with the SEC on March 1, 2021, Amendment No. 6 filed with the SEC on June 17, 2021, Amendment No. 7 filed with the SEC on December 27, 2021, Amendment No. 8 filed with the SEC on March 7, 2024, Amendment No. 9 filed with the SEC on August 8, 2024 and Amendment No.10 file with the SEC on January 13, 2025 (as amended, the "Schedule 13D") by Maritime Investors Corp. ("MIC") and Mr. Valentios Valentis, the Chairman and Chief Executive Officer of the Issuer (collectively with MIC, the "Reporting Persons"). MIC is owned and controlled by Mr. Valentis and his family members. The Reporting Persons may constitute a "group" for reporting purposes of Rule 13d-5 under the Securities Exchange Act of 1934, as amended, with respect to their respective beneficial ownership of the Shares. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D. Information contained herein with respect to each Reporting Person is given solely by such Reporting Person, and no other Reporting Person has responsibility for the accuracy or completeness of information supplied by such other Reporting Person.
This Amendment No. 11 is being filed solely to update the percentage of issued and outstanding Shares of the Issuer beneficially owned by the Reporting Persons as a result of the repurchase of Shares by the Issuer pursuant to its current share repurchase program. |
| Item 2. | Identity and Background |
|
| (a) | There are no material changes to the Schedule 13D. |
| (b) | There are no material changes to the Schedule 13D. |
| (c) | There are no material changes to the Schedule 13D. |
| (d) | There are no material changes to the Schedule 13D. |
| (e) | There are no material changes to the Schedule 13D. |
| (f) | There are no material changes to the Schedule 13D. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | There are no material changes to the Schedule 13D. |
| Item 4. | Purpose of Transaction |
| | There are no material changes to the Schedule 13D. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information set forth in Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: According to information received from the Issuer, as of the date of this Amendment No. 11, there were 10,338,095 Shares issued and outstanding. The Reporting Persons report beneficial ownership of the following Shares: As of the date hereof, MIC owns 6,007,587 Shares, which represents an aggregate of approximately 58.11% of the issued and outstanding Shares. As of the date hereof, Mr. Valentios Valentis and his family members own all of the outstanding interests in MIC and may be deemed to beneficially own the 6,007,587 Shares owned by MIC, which represents an aggregate of approximately 58.11% of the issued and outstanding Shares. |
| (b) | MIC has the sole power to vote or direct the vote of, or dispose or direct the disposition of, 0 Shares and the shared power to vote or direct the vote, or dispose of or direct the disposition of, of 6,007,587 Shares. Mr. Valentis has the sole power to vote or direct the vote of, or dispose or direct the disposition of, 0 Shares and the shared power to vote or direct the vote of, of, or dispose or direct the disposition of, 6,007,587 Shares. |
| (c) | Except as otherwise described in this Amendment No. 11, there have been no transactions by the Reporting Persons in the Shares during the past 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Shares beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | There are no material changes to the Schedule 13D. |
| Item 7. | Material to be Filed as Exhibits. |
| | None. |
(b)