Pani Corp. Amends Toro Corp. 13D Filing

TL;DR

Pani Corp. updated its Toro Corp. filing, watch for ownership changes.

AI Summary

Pani Corp. filed an amendment (No. 2) to its Schedule 13D on June 4, 2024, regarding its holdings in Toro Corp. The filing indicates a change in the reporting person's beneficial ownership, though specific details on the percentage change or new ownership stake are not immediately clear from this excerpt. The previous name of Toro Corp. was Tankco Shipping Inc., changed on August 3, 2022.

Why It Matters

This amendment signals a potential shift in control or significant stake changes for Toro Corp., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often indicate significant changes in beneficial ownership, which can lead to increased volatility.

Key Numbers

• 2 — Amendment Number (Indicates this is the second update to the filing.)
• 20240604 — Filing Date (The date the amendment was submitted to the SEC.)
• 20220803 — Name Change Date (Date Toro Corp. changed its name from Tankco Shipping Inc.)

Key Players & Entities

• Pani Corp. (company) — Reporting Person
• Toro Corp. (company) — Issuer
• Tankco Shipping Inc. (company) — Former Company Name of Toro Corp.
• Petros Panagiotis Panagiotidis (person) — Person Authorized to Receive Communications

FAQ

Key Financial Figures

• $0.001 — CORP. (Name of Issuer) Common Shares, $0.001 par value per share (Title of Class of

Filing Documents

• sc13d-a.htm (SC 13D/A) — 89KB
• ex-7.htm (EX-7) — 30KB
• 0000950157-24-000837.txt ( ) — 121KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

of the Schedule 13D is hereby amended to add the following at the end thereof

Item 3 of the Schedule 13D is hereby amended to add the following at the end thereof: In connection with his service as an officer and director of the Issuer, on May 31, 2024, Mr. Panagiotidis was granted an award of 760,000 Restricted Shares pursuant to the Issuer's 2023 Equity Incentive Plan (the " Equity Incentive Plan ") and the Restricted Stock Award Agreement, dated as of May 31, 2024 (the " Award Agreement "), between the Issuer and Mr. Panagiotidis. Subject to the terms and conditions of the Equity Incentive Plan and the Award Agreement, 260,000 Restricted Shares, 250,000 Restricted Shares and 250,000 Restricted Shares will vest on May 31, 2025, May 31, 2026 and May 31, 2027, respectively. On June 3, 2024, Mr. Panagiotidis transferred the Restricted Shares to Pani. The Reporting Persons have not paid any consideration in connection with the Restricted Shares. CUSIP No. Y8900D108 Page 5 of 8 Pages

Purpose of Transaction

Item 4. Purpose of Transaction. The last sentence of Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows: Also, subject to the applicable approvals from the board of directors of the Issuer and/or any committee thereof as may be designated by the board, Mr. Panagiotidis may receive additional securities of the Issuer in connection with compensation programs of the Issuer.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. The information contained in Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows: (a) The Reporting Persons may be deemed to be the beneficial owner of 10,371,240 Shares, which includes (i) 1,100,000 Restricted Shares, which were granted to Mr. Panagiotidis on September 28, 2023 and transferred to Pani on October 2, 2023, over which the Reporting Persons hold shared voting power and no dispositive power prior to vesting, and (ii) 760,000 Restricted Shares, which were granted to Mr. Panagiotidis on May 31, 2024 and transferred to Pani Corp. on June 3, 2024, over which Pani Corp. and Mr. Panagiotidis hold shared voting power and no dispositive power prior to vesting. Of the 1,100,000 Restricted Shares granted on September 28, 2023, 500,000 Restricted Shares, 300,000 Restricted Shares and 300,000 Restricted Shares will vest on September 28, 2024, September 28, 2025 and September 28, 2026, respectively. Of the 760,000 Restricted Shares granted on May 31, 2024, 260,000 Restricted Shares, 250,000 Restricted Shares and 250,000 Restricted Shares will vest on May 31, 2025, May 31, 2026 and May 31, 2027, respectively. Pani is controlled by Mr. Panagiotidis. Mr. Panagiotidis may be considered to be a beneficial owner of the Shares held by Pani by virtue of his control of the equity and voting power of Pani. The Shares held by the Reporting Persons represent approximately 54.3% of the outstanding Shares. Such percentage is calculated by using a denominator of 19,093,853 Shares, consisting of (a) 18,333,853 Shares outstanding as of May 9, 2024, as disclosed by the Issuer in its earnings press release furnished on Form 6-K with the SEC on May 10, 2024, plus (b) 760,000 Restricted Shares granted by the Issuer on May 31, 2024. Pelagos Holdings Corp, an entity controlled by Mr. Panagiotidis, also owns 40,000 Series B Preferred Shares of the Issuer. Each Series B Preferred Share has the voting power of 100,

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

of the Schedule 13D is hereby amended by adding the following at the end thereof

Item 6 of the Schedule 13D is hereby amended by adding the following at the end thereof: Pursuant to the Award Agreement, on May 31, 2024, Mr. Panagiotidis was granted an award of 760,000 Restricted Shares under the Equity Incentive Plan, of which 260,000 Restricted Shares, 250,000 Restricted Shares and 250,000 Restricted Shares will vest on May 31, 2025, May 31, 2026 and May 31, 2027, respectively. Prior to vesting, the Restricted Shares may not be sold, transferred or otherwise disposed of and may not be pledged or otherwise hypothecated; provided that Mr. Panagiotidis may transfer the Restricted Shares to Permitted Holders (as defined in the Award Agreement) (and Mr. Panagiotidis transferred the Restricted Shares to Pani on June 3, 2024). Under the Award Agreement, "Permitted Holders" means (i) the spouse, the ascendants, descendants and/or other immediate family members of the Grantee (as defined in the Award Agreement); (ii) any legal entity controlled by the Grantee or any of the foregoing persons described in sub-clause (i); (iii) in the event of incapacity (as adjudicated by a court of competent jurisdiction) or death of any of the persons described in sub-clause (i), such person's estate, executor, administrator, committee or other personal representative; or (iv) any trusts, general partnerships or limited partnerships created for the benefit of the persons described in sub-clauses (i) or (iii). Additionally, prior to vesting, provided that the Restricted Shares have not been forfeited, the holder of the Restricted Shares shall have all of the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and to receive freely all dividends or other distributions (in cash or in kind) paid or made with respect thereto. A copy of the Award Agreement is attached to this Schedule 13D as Exhibit 7 hereto, and is incorporated in its entirety into this Item 6. CUSIP No. Y8900D108 Page 7 of 8 Pages

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits.

of the Schedule 13D is hereby supplemented to add the following exhibits

Item 7 of the Schedule 13D is hereby supplemented to add the following exhibits: Exhibit No. Description 7. Restricted Stock Award Agreement, dated as of May 31, 2024, between Toro Corp. and Mr. Panagiotidis. CUSIP No. Y8900D108 Page 8 of 8 Pages SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: June 4, 2024 PANI CORP. By: /s/ Andreas Avgousti Name: Andreas Avgousti Title: Director /s/ Petros Panagiotis Panagiotidis Petros Panagiotis Panagiotidis

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View this SC 13D/A filing on SEC EDGAR