Pangaea Logistics Solutions Ltd. — Regulatory Filings 2022

Sep 23, 2022

S-8 1 forms-82022.htm S-8 html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk Copyright 2022 Workiva Document

As submitted to the Securities and Exchange Commission on September 23, 2022.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PANGAEA LOGISTICS SOLUTIONS LTD.

(Exact name of registrant as specified in its charter)

Bermuda (State or other jurisdiction of incorporation or organization) 4412 (Primary Standard Industrial Classification Code Number) Not Applicable (I.R.S. Employer Identification Number)

Pangaea Logistics Solutions Ltd.

c/o Phoenix Bulk Carriers (US) LLC

109 Long Wharf

Newport, Rhode Island 02840

(401) 846-7790

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Pangaea Logistics Solutions Ltd. 2014 Share Incentive Plan (as amended and restated by the Board of Directors on May 6, 2022)

(Full title of the plan)

Gianni Del Signore

Pangaea Logistics Solutions Ltd.

c/o Phoenix Bulk Carriers (US) LLC

109 Long Wharf

Newport, Rhode Island 02840

(401) 846-7790

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Edward S. Horton, Esq.

Seward & Kissel LLP

One Battery Park Plaza

New York, New York 10004

(212) 574-1200

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller reporting company x
(Do not check if a smaller reporting company)	Emerging growth company o

EXPLANATORY NOTE

Pangaea Logistics Solutions Ltd. has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933 to register an additional 1,700,000 common shares, par value $0.0001 per share, which we refer to as the Common Shares, that are reserved for issuance in respect of awards to be granted under the Pangaea Logistics Solutions Ltd. 2014 Share Incentive Plan (as amended and restated by the Board of Directors on May 6, 2022), which we refer to as the 2022 Amended Plan. In accordance with Section E. - Registration of Additional Securities of the General Instructions to Form S-8, the contents of the earlier registration statement on Form S-8 (file number 333-234575), which was filed with the Securities and Exchange Commission on November 7, 2019, that relate to the plan, are incorporated herein by reference, except to the extent expressly superseded herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the Registrant hereby incorporates by reference into this Registration Statement the following documents:

a. The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (the “Commission”) on March 16, 2022;

b. The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the Commission on May 10, 2022;

c. The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the Commission on August 9, 2022;

d. The Registrant’s Current Reports on Form 8-K filed with the Commission on February 16, 2022, February 22, 2022, March 16, 2022, March 29, 2022, May 10, 2022, August 9, 2022, August 10, 2022 and August 23, 2022; and;

e. The description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 8-A filed on December 30, 2014 (File No. 001-36798) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

The following exhibits are filed with or incorporated by reference into this Registration Statement (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):

Exhibit Number	Description
4.1	Bye-laws of Pangaea Logistics Solutions Ltd., as amended August 5, 2022 ( incorporated by reference to Exhibit 3. 1 of the Company’s Current Report on Form 8-K (File No. 001-3 6798 ) filed with the Commission on August 1 0 , 20 22 ).
4.2	Form of Common Stock Certificate ( incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form S-4/A (File No. 333 - 195910 ) filed with the Commission on July 1 5 , 2014).
5.1*	Opinion of Appleby (Bermuda) Limited .
23.1*	Consent of Grant Thornton LLP.
23.2*	Consent of Appleby (Bermuda) Limited (included in Exhibit 5.1 filed herewith )
24.1*	Power of Attorney of certain officers and directors of the Registrant to file future amendments (set forth on signature page of the Registration Statement) .
99.1	Pangaea Logistics Solutions Ltd. 2014 Equity Incentive Plan , as amended and restated by the Board of Directors on May 6, 2022 (incorporated by reference to Appendix A of reg istrant 's Definitive Proxy Statement on Schedule 14A , File No. 001-36798 filed with the Commission on June 22, 2022) .
107*	Calculation of Filing Fee Table.

• Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport, Rhode Island on September 23, 2022.

Pangaea Logistics Solutions Ltd.
By:	/s/ Gianni Del Signore
Name:	Gianni Del Signore
Title:	Chief Financial Officer

POWER OF ATTORNEY AND SIGNATURES

Each person whose signature appears below constitutes and appoints Mark L. Filanowski and Gianni Del Signore and each of them, as attorney-in-fact with full power of substitution and re-substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/ Mark L. Filanowski	Chief Executive Officer	September 23, 2022
Mark L. Filanowski	(Principal Executive Officer)
/s/ Gianni Del Signore	Chief Financial Officer	September 23, 2022
Gianni Del Signore	(Principal Financial and Accounting Officer)
/s/ Carl Claus Boggild	Lead Independent Director	September 23, 2022
Carl Claus Boggild
/s/ Anthony Laura	Director	September 23, 2022
Anthony Laura
/s/ Eric S. Rosenfeld	Director	September 23, 2022
Eric S. Rosenfeld
/s/ David D. Sgro	Director	September 23, 2022
David D. Sgro
/s/ Richard du Moulin	Director, Chair of the Board	September 23, 2022
Richard du Moulin
/s/ Karen H. Beachy	Director	September 23, 2022
Karen H. Beachy