Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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Pyxis Tankers Inc. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
Y71726130 (CUSIP Number) |
Valentios Valentis c/o Pyxis Maritime Corp., K. Karamanli 59 Maroussi, J3, 15215 30-210-638-0200 Keith J. Billotti, Esq. Seward & Kissel LLP, One Battery Park Plaza New York, NY, 10004 (212) 574-1200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/17/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | Y71726130 |
| 1 |
Name of reporting person
Maritime Investors Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARSHALL ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,007,587.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.11 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
* Ownership percentage based on 10,338,095 shares of common stock, par value $0.001 per share, of Pyxis Tankers Inc. (the "Shares") issued and outstanding as of February 18, 2026. This Issuer provided this information to the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | Y71726130 |
| 1 |
Name of reporting person
Valentios Valentis | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GREECE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,007,587.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.11 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
** Ownership percentage based on 10,338,095 Shares issued and outstanding as of February 18, 2026. This Issuer provided this information to the Reporting Persons.
SCHEDULE 13D
|
| 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. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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