Pangaea Logistics Solutions Ltd. Files 8-K

TL;DR

PANGAEA LOGISTICS SOLUTIONS LTD. FILED AN 8-K ON 9/23/24 DETAILING MATERIAL AGREEMENTS AND EQUITY SALES.

AI Summary

Pangaea Logistics Solutions Ltd. announced on September 23, 2024, that it entered into a material definitive agreement. The filing also disclosed unregistered sales of equity securities and included a Regulation FD disclosure. Financial statements and exhibits were also filed as part of this report.

Why It Matters

This 8-K filing indicates significant corporate actions by Pangaea Logistics Solutions Ltd., including definitive agreements and equity sales, which could impact its financial standing and stock performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Pangaea Logistics Solutions Ltd. (company) — Registrant
• September 23, 2024 (date) — Date of earliest event reported
• Phoenix Bulk Carriers (US) LLC (company) — Address of Principal Executive Offices
• 109 Long Wharf (location) — Street address
• Newport (location) — City
• Rhode Island (location) — State
• 02840 (location) — Zip code
• 401-846-7790 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.0001 — ve a number of common shares, par value $0.0001 per share (the "Common Shares") of the
• $5,000,000 — rtain portion of the Adjustment exceeds $5,000,000, the excess may be paid in cash or addi

Filing Documents

• panl-20240923.htm (8-K) — 40KB
• panlssi-agreementandplanof.htm (EX-2.1) — 639KB
• investorandregistrationrig.htm (EX-10.1) — 171KB
• pangaeaandmtmcombinationan.htm (EX-99.1) — 48KB
• transactionpresentation.htm (EX-99.2) — 6KB
• transactionpresentation001.jpg (GRAPHIC) — 66KB
• transactionpresentation002.jpg (GRAPHIC) — 154KB
• transactionpresentation003.jpg (GRAPHIC) — 120KB
• transactionpresentation004.jpg (GRAPHIC) — 132KB
• transactionpresentation005.jpg (GRAPHIC) — 98KB
• transactionpresentation006.jpg (GRAPHIC) — 156KB
• transactionpresentation007.jpg (GRAPHIC) — 82KB
• 0001606909-24-000105.txt ( ) — 2290KB
• panl-20240923.xsd (EX-101.SCH) — 2KB
• panl-20240923_lab.xml (EX-101.LAB) — 21KB
• panl-20240923_pre.xml (EX-101.PRE) — 12KB
• panl-20240923_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 23, 2024 , Pangaea Logistics Solutions Ltd. (the "Company") entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with Strategic Shipping Inc. ("SSI"), Renaissance Holdings LLC, a wholly-owned subsidiary of SSI ("Renaissance"), and Renaissance Merger Sub LLC, a wholly-owned subsidiary of the Company ("Merger Sub"), pursuant to which Renaissance will merge with and into Merger Sub, after which the separate existence of Merger Sub will cease and Renaissance will be a wholly-owned subsidiary of the Company (the "Merger"). As a result of the Merger, the Company will acquire ownership or charter-in fifteen (15) handy-size dry bulk vessels currently owned or chartered-in by SSI. Pursuant to the Merger Agreement, SSI is entitled to receive a number of common shares, par value $0.0001 per share (the "Common Shares") of the Company (the "Merger Consideration") to be determined prior to the consummation of the Merger based on a net asset value to net asset value exchange ratio. The Common Shares of the Company issued as the Merger Consideration will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption provided by Section 4(a)(2) of the Securities Act. In addition, there will be an adjustment (the "Adjustment") to the Merger Consideration (i) in order to allocate to SSI and the Company the net voyage revenues and expenses of any voyages in progress at the time of the consummation of the Merger, (ii) to compensate SSI for bunkers, unused lubes and certain prepayments of principal and interest, and (iii) to adjust for any changes to working capital upon the consummation of the Merger. The Adjustment, if any, shall be payable in cash, provided that if a certain portion of the Adjustment exceeds $5,000,000, the excess may be paid in cash or additional shares of Common Stock at the election of the Company. Approval of the Me

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Common Shares to be issued in connection with the Merger will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 23, 2024 , the Company issued a press release announcing the entrance into the Merger Agreement and a description of the transactions contemplated thereby. A copy of the press release is furnished as Exhibit 99.1 and copy of the Investor Presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K. The information contained herein, including Exhibit 99.1 and Exhibit 99.2 is being furnished pursuant to Item 7.01 of Form 8-K. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The information contained in Exhibit 2.1, Exhibit 10.1 and Exhibit 99.1 (excluding the sections entitled "Management Commentary" and "Strategic Rationale") attached to this Current Report on Form 8-K is hereby incorporated by reference into the Company's Registration Statement on Form S-3 (File No. 333-277953) with an effective date of March 26, 2024 and the Company's Registration Statement on Form S-8 (File No. 333-281649) with an effective date of August 19, 2024. Exhibit No. Description 2.1 Merger Agreement dated September 23, 2024. 10.1 Form of Investor and Registration Rights Agreement. 99.1 Press Release dated September 23, 2024. 99.2 Investor Presentation dated September 24, 2024. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: September 23, 2024 PANGAEA LOGISTICS SOLUTIONS LTD. By: /s/ Gianni Del Signore Name: Gianni Del Signore Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR