FWP 1 d8625171_fwp.htm
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
File No. 333-245405
September 28, 2020
Free Writing Prospectus
Pyxis Tankers Inc. Investor Presentation
This free writing prospectus relates to the public offering (the “Offering”) of Units of Pyxis Tankers Inc. (the “Company”), each Unit consisting of one 7.75% Series A Cumulative Convertible Preferred Share and eight warrants, each warrant exercisable to purchase one share of common stock, which Units are being registered on a Registration Statement on Form F-1 (File No. 333-245405) (the “Registration Statement”). This free writing prospectus should be read together with the preliminary prospectus dated September 28, 2020 included in the Registration Statement, relating to the Offering, including the documents incorporated by reference therein, which can be accessed through the following link: https://www.sec.gov/Archives/edgar/data/1640043/000091957420006034/d8566894c_f-1a.htm
Before you invest, you should read the preliminary prospectus in the Registration Statement and other documents the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) for more complete information about the Company and the Offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Copies of the preliminary prospectus related to this Offering may be obtained from ThinkEquity, a division of Fordham Financial Management Inc., at 17 State Street, 22nd Floor, New York, New York 10004, by calling (877) 436-3673 or by emailing prospectus@think-equity.com. The final terms of the Offering will be disclosed in a final prospectus to be filed with the SEC.

INVESTOR PRESENTATION September 2020

Disclaimer and Forward-looking Statements Matters discussed in this Presentation may constitute forward-looking statements under U.S. federal securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect the current views of the Company with respect to future events and financial performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. All statements, other than statements of historical facts, that address activities, events or developments that the Company expects, projects, believes or anticipates will or may occur in the future, including, without limitation, the outlook for tanker rates, general industry conditions including bidding activity, future operating results of the Company’s vessels, capital expenditures, expansion and growth opportunities, bank borrowings, financing activities and other such matters, are forward-looking statements. Although the Company believes that its expectations stated in this Presentation are based on reasonable assumptions, actual results may differ from those projected in the forward-looking statements. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of the world economies and currencies, general market conditions, including changes in vessel charter hire rates and vessel values, changes in demand for tankers, changes in our vessel operating expenses, including dry-docking, crewing and insurance costs, or actions taken by regulatory authorities, ability of customers to perform their obligations under charter contracts on a timely basis, potential liability from future litigation, domestic and international political conditions, potential disruption of shipping routes due to accidents and political events or acts by terrorists, uncertainties surrounding the severity, duration and effects of the COVID-19 pandemic. We undertake no obligation to publicly update or revise any forward-looking statement contained in this Presentation, whether as a result of new information, future events or otherwise, except as required by law. In light of the risks, uncertainties and assumptions, the forward looking events discussed in this Presentation might not occur, and our actual results could differ materially from those anticipated in these forward-looking statements. This presentation does not constitute an offer or invitation to purchase or subscribe for any securities in any jurisdiction and no part of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever.

SUMMARY OF PROPOSED TERMS Securities Offered: Units, each Unit consisting of one 7.75% Series A Convertible Preferred Share (“Series A Preferred Shares”) and eight common stock purchase warrants (“Warrants”) Offering Size: 200,000 Units, with a 15% over-allotment option Public Offering Price: $25.00 per Unit Series A Preferred Shares Dividend Rate: 7.75% per annum on the $25.00 per share liquidation preference (equivalent to $1.9375 per annum per share), when and if declared by the board of directors Dividend Payment Date: Monthly, no later than 20 days following the end of each calendar month, starting November 20, 2020 Liquidation Preference: $25.00 per Series A Preferred Share, plus accrued and unpaid dividends Conversion Price: $1.40 per common share at anytime at the holder’s option (17.86 common shares per Series A Preferred Share) Auto Conversion upon Market Trigger At Company’s option, if share price equal or exceeds $2.38 (170% of Conversion Price) for at least 20 out of 30 consecutive trading days, the Series A Preferred stock can be automatically converted. Call Feature: Beginning on the third anniversary of the issuance date, the Company may redeem the Series A Preferred Shares, in whole or in part, at its option at a price of $25.00 per share, plus an amount equal to all accrued and unpaid dividends. Voting Rights: Non-voting, except as required by law. If the Company fails to make a cash dividend payment with respect to eighteen (18) or more consecutive or non-consecutive monthly dividends, the holders of the Series A Preferred Shares will be entitled to vote for the election of one additional director. Change of Control Upon a change of control that has been pre-approved by the Company’s board of directors, the investor may, at its option, (i) demand that the Company redeem the Series A Preferred Shares at a price of $26.63 per share during year one, $25.81 per share during year two, or $25.00 per share thereafter, plus any accrued and unpaid dividends, or (ii) continue to hold the Series A Preferred Shares. Nasdaq Symbols: PXSAP Warrants Warrant Exercise Price: $1.40 per share of common stock Warrant Term: 5 Years Initial Exercise Date: Immediately Nasdaq Symbol: PXSAW

COMPANY GROWTH ORIENTED - PURE PLAY PRODUCT TANKER COMPANY Focus on modern medium range (“MR”) product tankers with “eco” featuresModern tanker fleet of five IMO-certified vessels - weighted average age of ~8.3 yearsManagement pursuing possible sale or other long-term strategy for small tankers Growth Oriented with Attractive, Modern Fleet Long-standing relationships with first-class customers worldwideAs of Sept. 23, 100% of MR available days in Q3 2020 booked at average rate $15.3K/dayPositioned to capitalize when charter rates improve Reputable Customer Base & Diversified Chartering Strategy Competitive Cost Structure & Moderate Capitalization Strong mgmt. team with ~100 years of combined industry and capital markets experience Founder/CEO has proven track record and is a major shareholderBoard members consist of respected industry figures with significant experience Experienced, Incentivized Management& Prominent Board Positive Long-term Industry Fundamentals Create Attractive Entry Point Covid-19 continues to create uncertainty for all After re-balancing of refined petroleum product inventories, global economic recovery should result in demand outpacing net vessel supply growthLow and declining MR2 orderbook of 6.1% *Increased scrapping expected – 6.2%* of global MR2 fleet 20 years old or more Disciplined, substantially fixed cost structure with scalable operating platform creates opportunity for greater earnings power when rates improveDaily total operational costs competitive to peer groupModerate capitalization with long-lived debt with balanced interest rate position * Source: Drewry, August 2020

FLEET & EMPLOYMENT OVERVIEW POSITIONED FOR UPSIDE OPPORTUNITIES Fleet Details Fleet Employment Overview Our mixed chartering strategy provides upside opportunities through spot trading when rates improve and stable, visible cash flows from time charters 39% of the remaining days of 2020, are covered, exclusive of charters’ options Current Charter Vessel Shipyard VesselType Carrying Capacity (dwt) Year Built Type ofCharter Charterrate (1) EarliestRedelivery Date Pyxis Epsilon SPP / S.Korea MR 50,295 2015 Time $13,500 October 2020 Pyxis Theta(2) SPP / S.Korea MR 51,795 2013 Time $15,650 January 2021 Pyxis Malou(3) SPP / S.Korea MR 50,667 2009 Time $13,000 November 2020 Northsea Alpha (4) Kejin / China Small Tanker 8,615 2010 Spot n/a n/a Northsea Beta (4) Kejin / China Small Tanker 8,647 2010 Spot n/a n/a Total 170,019 Weighted Avg. Age 8.3 Years These tables are dated as of September 23, 2020 and show gross rates and do not reflect commissions payablePyxis Theta is contracted with a charterer’s right to extend the charter at the same rate to March, 2021Pyxis Malou is contracted with a charterer’s option to extend the charter for up to an additional three months at a rate of $13,500Northsea Alpha & Northsea Beta are scheduled to have their special surveys during the fourth quarter of 2020 with expected off-hire 20 days per vessel and cost of $0.35 million each

STRONG RELATIONSHIPS QUALITY VESSELS & OPERATIONS  BLUE CHIP CUSTOMERS  COMPETITIVE LENDING TERMS CUSTOMERS SENIOR LENDERS SHIPYARDS KEJIN

SENIOR MANAGEMENT Joined Pyxis affiliates in 2008; 25+ years of experience in the shipping industryCo-founder of Navbulk Shipping S.A., a start-up dry bulk company5 years as Financial Director of Neptune Lines, a car carrier company16 years in various financial and operational positions for other ship owning and services companies 25+ years of experience in owning, operating and managing within various shipping sectors, including product, dry bulk, chemical, as well as salvage and towageFounder of Pyxis in 2015 and Pyxis Maritime Corp. in 2007For the last 19 years, Managing Director & Principal of KONKAR SHIPPING AGENCIES S.A., an Athens-based dry bulk owner-operator established in 1968 Joined Pyxis affiliates in 2015; 35+ years of commercial, investment and merchant banking experiencePrevious investment banking positions include Nordea Markets (Oslo & NY)–Global Sector Head- Shipping, and Oppenheimer (NY) – Head of Energy & Transportation Konstantinos “Kostas” LytrasChief Operating Officer &Corporate Secretary Valentios “Eddie” ValentisChairman & CEO Henry WilliamsCFO & Treasurer DECADES OF EXPERIENCE

PYXIS ORGANIZATIONAL STRUCTURE LEAN, EFFICIENT, SCALABLE ORGANIZATIONAL STRUCTURE Administrative, Commercial & Ship Management Services (1) Administrative, Commercial & Ship Management Fees As an affiliate, provides the commercial management for the fleet and supervises the crewing and technical management performed by ITM for all our vesselsProvides technical management for all our vessels. ITM is a third party vessel manager, part of the V.Group, the largest 3rd party ship management provider in the world. Technical Management (2) Quality, Cost Effective Ship Management Streamlined structure minimizes costs and allows management to focus on creating long term shareholder valueVery competitive technical and commercial ship management fees @ ~ $757/day/vessel provide safe and efficient operating results compared to peers

Expand fleet by targeting balanced capital structure of debt and equityMaintain commercial lending and expand capital markets relationshipsAddress Environmental, Social and Governance (ESG) standards throughout the organization Meet charterers’ preference for modern and eco tankers, which offer more operating reliability and efficiencyContinue high standards ensuring high level of safety, customer service and supportMaintain solid margins and ship level financial discipline within Pyxis Focus on acquisition of IMO II and III MR2 class product tankers of 10 years of age or less built in Tier 1 Asian shipyardsPrudently grow company size as soon as practical Grow the Fleet Opportunistically Maintain Financial Flexibility & Support ESG Standards Focus on the Needs of our Customers COMPANY STRATEGY FOCUS ON QUALITY, GROWTH, SERVICE & FINANCIAL FLEXIBILITY Employ mixed chartering strategy between time and spotMaintain optionality – spot exposure offers upside during periods of market strengthDiversify charters by customer and staggered duration Utilize Portfolio Approach to Commercial Management

SUPPORT GOOD ENVIRONMENTAL, SOCIAL & GOVERNANCE STANDARDS Focus on eco-efficient, modern MR tankers, resulting in improved fuel consumption and lower greenhouse gas emissionsClear strategy to comply with new and existing IMO regulations, including:Retrofitting MR fleet with Ballast Water Treatment Systems (BWTS) for compliance with G8 guidelinesConsuming IMO2020 compliant fuel only by avoiding installation of exhaust gas cleaning systemsMaintain operational excellence to ensure continued compliance with all relevant regulatory environmental standards – no history of environmental claims ENVIRONMENTAL SOCIAL GOVERNANCE Outsourcing of crewing and technical management to ITM, part of the world’s largest vessel management group, which is committed to maintaining the highest standards in health and safety by ongoing training and development of its staff and vessel crews Regular election process for our staggered Board of DirectorsIndependent Board members chair various oversight committeesComprehensive whistleblower and insider trading policiesFull compliance with all applicable corporate governance NASDAQ and SEC requirementsExperienced CEO is council member of INTERTANKOBest-in-class advisors and auditors – Seward & Kissel (legal), EY (audit) and Grant Thornton (SOX)

First Six Months Ended June 30, 2020 Summary Improving performanceTime charter equivalent revenues of $9.5 million*, down 7.4% from 1H ‘19Lower net loss of $2.4 million, or $0.11 loss per share, basic and dilutedAdjusted EBITDA of $2.4 million**, up 31.7% from 1H ‘19Lower revenue, total operational costs and interest burden due to sale of Pyxis Delta early in 2020As of Sept 23rd, 100% of MR available days booked in Q3 (to earliest re-delivery, excluding options) at avg. gross TC rate of $15,300/dayAt June 30, 2020 net funded debt/total capitalization of 61%Sector fundamentals show mixed signalsExtreme volatility in charter rates, especially during Q2, 2020 with impact of Covid-19MR2 tanker orderbook still historically low and declining; net annual supply growth of ~2.5% in 2020 -21Demand fundamentals may improve with global economic recovery (IMF-5.4% GDP growth returns in 2021) combined with refined products inventory drawdowns We believe acquisitions of second-hand MR2 tankers are attractive as vessel prices approximate 10+ yr. averagesCovid-19 continues to create uncertain path for all 1H 2020 Financial & Operational Highlights MR2 Product Tanker Market Update * Time charter equivalent (“TCE”) revenues are voyage revenues less voyage related costs and commissions; please see Exhibit I – Definitions** Please see Exhibit II – Non-GAAP Measures

PYXIS TANKERS FINANCIAL HIGHLIGHTS

UNAUDITED FINANCIAL HIGHLIGHTS SIX MONTHS ENDED JUNE 30, 2019 & 2020 Sale of One MR in 1H 2020 Outweighed Better Charter Rates, Reducing Revenues Six Months EndedJune 30, 2019 2020 In ‘000 USD except for daily TCE rates Time / spot charter revenue mix 67% / 33% 63% / 37% Revenues, net $13,180 $12,124 Voyage related costs & commissions (2,926) (2,629) Time charter equivalent revenues * $10,254 $9,495 Total operating days 924 802 Daily time charter equivalent rate * $11,096 $11,844 Fleet Utilization 87.3% 89.3% * Subject to rounding; Please see Exhibit I –Definitions

Six Months EndedJune 30, 2019 2020 In ‘000 USD except per share data Revenues, net $13,180 $12,124 Expenses: Voyage related costs and commissions (2,926) (2,629) Vessel operating expenses (6,402) (5,228) General and administrative expenses (1,187) (1,113) Management fees, related parties (359) (332) Management fees, other (465) (432) Amortization of special survey costs (117) (97) Depreciation (2,705) (2,189) Gain from the sale of vessel, net - 7 Bad debt provisions (26) - Operating (loss) / income (1,007) 111 Other (expenses) / income: (Loss) / Gain from financial derivative instruments (25) 2 Interest and finance costs, net (2,905) (2,516) Net loss ($3,937) ($2,403) Loss per share (basic & diluted) ($0.19) ($0.11) Adjusted EBITDA* $1,815 $2,390 UNAUDITED INCOME STATEMENT SIX MONTHS ENDED JUNE 30, 2019 & 2020 Lower Costs More Than Offset Lower Revenue from Sold Vessel, Positively Affecting Bottom Line * Please see Exhibit II – Non-GAAP Measures

(amounts in $) Six Months EndedJune 30, 2019 2020 Eco-Efficient MR2: (2 of our vessels) Average TCE * 13,673 15,060 Opex * 5,771 5,966 Utilization % 100.0% 98.0% Eco-Modified MR2: (1 of our vessels) TCE 12,809 15,286 Opex ** 7,228 6,078 Utilization % 98.0% 100.0% Standard MR2: (1 of our vessels) *** TCE 12,329 - Opex 5,959 - Utilization % 100.0% - Small Tankers: (2 of our vessels) Average TCE 4,981 5,533 Opex 5,319 4,954 Utilization % 63.8% 75.5% Fleet: (6 / 5 of our vessels) *** TCE 11,096 11,844 Opex 5,895 5,584 Utilization % 87.3% 89.3% RECENT DAILY FLEET DATA SIX MONTHS ENDED JUNE 30, 2019 & 2020 * Please see Exhibit I – Definitions** Pyxis Malou completed her special survey during Q1 2019*** Pyxis Delta was sold on January 13, 2020 and has been excluded from the calculations for the period ended June 30, 2020 Continued Improvement of TCE, Opex & Ultilization

TOTAL DAILY CASH OPERATIONAL COSTS ECO-EFFICIENT VESSELS - SIX MONTHS ENDED JUNE 30, 2020 Our Eco Efficient MR2 tankers’ Average Total Daily OperationalCosts Continue to be Stable & Competitive Six Months EndedJune 30, 2020 (amounts in $/day) Opex $5,966 Technical & commercial management fees 757 G&A expenses 1,208 Average total daily cash operational costs per vessel $7,931 * Please see Exhibit I - Definitions

MODERATE LEVERAGED CAPITALIZATION as of JUNE 30, 2020 * As Further Adjusted reflects (a) refinancing of Pyxis Theta with the Alpha Bank Facility, (b) issuance of 68,410 common shares on July 1, 2020, under the Amended and Restated Promissory Note and (c) net proceeds from the Offering of $4.35M, but excludes shares of common stock issuable upon conversion of the Series A Preferred Stock, exercise of the Warrants and assumes Underwriter’s option to purchase additional Securities is not exercised. Post-Offering, Tangible Book Value / Net Asset Value provides over 6.5x Coverage to Series A Preferred Stock Liquidation Preference Weighted average interest rate of total debt for the six months ended June 30, 2020 was 8.1%; No bank maturities scheduled until Q1 2023 As of June 30, 2020 In ‘000 USD Actual As Further Adjusted * Institutional debt 51,663 55,090 Promissory note 5,000 5,000 Total funded debt $ 56,663 $ 60,090 7.75% Series A Convertible Preferred Stock - 4,375 Total stockholders' equity 29,701 34,133 Total capitalization $ 86,364 $ 94,223 Total funded debt / total capitalization 66% 64%

MANAGEMENT INCENTIVIZED TO ACHIEVE PRUDENT GROWTH - FOUNDER/CEO’S SUBSTANTIAL SHAREHOLDINGS Common shares listed on NASDAQ Capital Market under trading symbol “PXS”The shareholder base as of September 23, 2020:Maritime Investors Corp. (“MIC”) 17,409,694 (80.8% of outstanding)Public Float 3,891,263 (18.1%)Other Management 258,928 (1.2%) Total Shares Outstanding 21,559,885 (100%)No overhang of dilutive securities – there are no warrants, options or equity-linked securities currently outstanding*Our Founder/CEO’s substantial shareholdings through MIC and interests are aligned with our shareholders *The Company’s Amended and Restated Promissory Note, held by Maritime Investors, has an annual interest rate of 9.0%, of which 4.5% is payable in cash and 4.5% in restricted common stock.

INVESTMENT HIGHLIGHTS PURE PLAY PRODUCT TANKER COMPANY

MARKET UPDATE PRODUCT TANKER INDUSTRY

REFINED PRODUCTS OVERVIEW Crude OilPetroleum ProductsBitumen Fuel Oil Cycle Oils Diesel/Gasoil Kerosene Gasolines Clean Condensates NaphthasOther Bulk LiquidsVegetable Oils & Chemicals (Organic & Inorganic) DirtyProducts Clean Products Crude Most products tankers can switch between clean and dirty products when the tanks are carefully cleaned. Gasoil is a good clean up cargo when switching from dirty to clean products.More sophisticated product/chemical tankers work at this end of the market, some with the ability to carry products and certain chemicals. Crude tankers carry only crude oil and fuel oils. Non-oil substances now covered by revised IBC Code. To carry chemicals, an IMO Certificate of Fitness is required. PRODUCT CARRYING VERSATILITY Veg Oil/Chemicals Source: Drewry, August 2020

CHANGING TRADE ROUTES & PETROLEUM REFINERY LANDSCAPE CREATING INCREMENTAL DEMAND Source: Drewry, August 2020* Compound annual growth rate Increases in Demand due to Changing Trade Routes & Refining Landscape 2.8% CAGR* in million tons of seaborne trade2.9% CAGR in ton mile demand

EVOLVING TRADE ROUTES WITH TON MILES INCREASING Source: Drewry, August 2020 Growth in net refining capacity expected to further drive demand for product tankersLower crude / feedstock prices could help generate incremental refinery demand and consumptionArbitrage between markets could create further opportunitiesEmerging, growing markets in Latin America and Africa have little refining capacityU.S. exports to Latin America have grown at CAGR of 9.1% from 2010 to 2019 Major Long – haul MR2 Trade Routes

U.S. HAS BECOME MAJOR REFINED PRODUCTS EXPORTER Million Barrels per Day Increasing refined product exports due to proliferation of shale oil production, until Covid-19until Covid-19 Source: Drewry, August 2020 U.S. Exports Increased at 10.6% CAGR over Last 10 years to 2019

REFINERY CAPACITY ADDITIONS FURTHER AWAY FROM END USERS  BOOSTING TON-MILE DEMAND Expected Petroleum Refinery Capacity Additions Driven by Non-OECD Growth & Exports Million Barrels per Day Source: Drewry, August 2020

DECLINING MR2* ORDER BOOK Total MR2 vessel orderbook has fallen from ~25% high in 2009 of the then existing fleet to 6.1% (108 vessels) of the worldwide fleet as of June 30, 2020Extremely low ordering – only 1 MR2 in 1H 2020Limited capacity additions - only 12 MR2s scheduled beyond 2021 due to continued limited availability of cost-effective capital and future technology / environmental concernsSlippage of 27% in H1 2020** for new build MR2 deliveries, mainly due to the impact of the Covid-19 virus on shipyard personnel and the supply-chainWe expect worldwide MR2 fleet to grow at annual net rate of ~2.5% in 2020-21, giving effect to scrapping of older vessels and slippage of deliveries Expected MR2 Delivery Schedule Number of Vessels * MR2 37 – 54,999 DWT ** Steem Shipbrokers – July 17, 2020Source: Drewry, August 2020

Average age of MR2 fleet is 11 years110 MR2 vessels (6.2% of worldwide fleet) are 20 years old or more4 MR2 (0.2% of the MR2 fleet) scrapped in H1 2020 Sizeable portion of the fleet is approaching end of its useful life - future supply will affect replacement abilityNew environmental regulations should drive more scrappingChallenging chartering conditions currently and rebounding scrap rates could lead to more demolitions MR2 SCRAPPING EXPECTED TO INCREASE Global Fleet Age Distribution of MR2s by Tonnage Source: Drewry, August 2020

Jan.10-Jun.20 MR2 Avg. Rate Average $14,230 Low $11,000 High $19,500 Jun. 2020 $15,000 Jan.10-Jun.20 MR2 Avg. Rate Average $10,490 Low $1,100 High $38,370 Jun. 2020 $9,050 MR2 CHARTER RATES POTENTIALLY POSITIONED FOR IMPROVEMENT MR2 Time Charter Equivalent* Daily Spot Rates 1 Year MR2 Time Charter Equivalent Daily Rates * Source: Drewry, August 2020 * Please see Exhibit I- Non-GAAP Definitions USD per Day USD per Day

Type ($ million) Current * 2010-June 2020Average ** Difference New Build (delivery Early ’22) *** $34.3 $35.0 (2)% 5 yr. old 26.3 26.4 0% 10 yr. old 17.7 17.6 1% REASONABLE MR2 ASSET VALUES CREATE ATTRACTIVE ENTRY POINT MR2 Asset Prices USD Million *Avg. Shipbroker indications ** Source: Drewry, August 2020, excludes Jones Act vessels *** Tier III vessel, exclusive of higher design specifications, yard supervision costs, spares & scrubber

EXHIBIT I DEFINITIONS

EXHIBIT I | DEFINITIONS Earnings before interest, taxes, depreciation and amortization (“EBITDA”) represents the sum of net income / (loss), interest and finance costs, depreciation and amortization and, if any, income taxes during a period. Adjusted EBITDA represents EBITDA before certain non-operating or non-recurring charges, such as, vessel impairment charges, gain from debt extinguishment, gain /(loss) on sale of vessel and stock compensation. EBITDA and Adjusted EBITDA are not recognized measurements under U.S. GAAP. EBITDA and Adjusted EBITDA are presented as we believe that they provide investors with means of evaluating and understanding how our management evaluates operating performance. These non-GAAP measures should not be considered in isolation from, as substitutes for, or superior to financial measures prepared in accordance with U.S. GAAP. In addition, these non-GAAP measures do not have standardized meanings, and are therefore unlikely to be comparable to similar measures presented by other companies. EBITDA and Adjusted EBITDA do not reflect cash requirements for capital expenditures or debt service, nor changes in working capital. Daily time charter equivalent (“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. 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 calculate TCE by dividing voyage revenues after deducting voyage related costs and commissions by operating days for the relevant period. Voyage related costs and commissions primarily consist of brokerage commissions, port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract.Vessel operating expenses (“Opex”) per day are our vessel operating expenses for a vessel, which primarily consist of crew wages and related costs, insurance, lube oils, communications, spares and consumables, tonnage taxes as well as repairs and maintenance, divided by the ownership days in the applicable period.We define total daily operational costs as vessel Opex, technical and commercial management fees plus allocable general and administrative expenses, applied on a daily basis, typically in comparison of our eco-efficient and eco-modified MR’s. These costs can vary period to period by fleet composition, vessel delivery, operating structure, management organization and dry-dockings.We calculate utilization (“Utilization”) by dividing the number of operating days during a period by the number of available days during the same period. We use fleet utilization to measure our efficiency in finding suitable employment for our vessels and minimizing the amount of days that our 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. 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. 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. 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.

EXHIBIT II NON-GAAP MEASURES

EXHIBIT II | NON-GAAP MEASURES (in thousands of U.S. Dollars) Six Months EndedJune 30, 2019 2020 Reconciliation of Net loss to Adjusted EBITDA Net loss $ (3,937) $ (2,403) Depreciation 2,705 2,189 Amortization of special survey costs 117 97 Interest and finance costs, net 2,905 2,516 EBITDA $ 1,790 $ 2,399 Loss / (Gain)from financial derivative instrument 25 (2) Gain from the sale of vessel, net - (7) Adjusted EBITDA $ 1,815 $ 2,390

CONTACT Pyxis Tankers Inc.K. Karamanli 59 Maroussi 15125, GreeceEmail: info@pyxistankers.comwww.pyxistankers.com Henry WilliamsCFO & TreasurerPhone: +1 516 455 0106/ +30 210 638 0200Email: hwilliams@pyxistankers.com