UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549












FORM
20-F/A

(Amendment
No. 1)










(Mark
One)

|[  ] | REGISTRATION
    STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------------------



OR



|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



For
the fiscal year ended December 31, 2018



OR



|[  ] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------------



OR



|[  ] | SHELL
    COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | -----------------------------------------------------------------------------------------------



Commission
file number 001-37611










PYXIS
TANKERS INC.

(Exact
name of Registrant as specified in its charter and translation of Registrant’s name into English)










Marshall
Islands

(Jurisdiction
of incorporation or organization)



59
K. Karamanli Street, Maroussi 15125 Greece

(Address
of principal executive office)



Mr.
Henry Williams, Chief Financial Officer

59
K. Karamanli Street, Maroussi 15125 Greece

Tel:
+30 210 638 0200

Fax:
+30 210 653 7715

(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities
registered or to be registered pursuant to Section 12(b) of the Act.



|Title
    of each class                           |  | Name
    of each exchange on which registered
|------------------------------------------------- |  | ---------------------------------------------
|Common
    Stock, par value U.S. $0.001 per share |  | Nasdaq
    Capital Market                    



Securities
registered or to be registered pursuant to Section 12(g) of the Act.

None



Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None



Indicate
the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period
covered by the Annual Report.

Common
Stock, par value U.S. $0.001 per share: 21,060,190_as of December 31, 2018












Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes [  ] No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes[X] No [  ]



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







|Large
    accelerated filer | [  ] |  | Accelerated
    filer | [  ] |  | Non-accelerated
    filer | [X]
|--------------------------- | ---- |  | --------------------- | ---- |  | ------------------------- | ---
|Emerging
    growth company | [X]  |  |                       |      |  |                           |    





If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. [  ]



Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:





|U.S.
    GAAP | [X] | International
                                         Financial Reporting Standards as issued
        by
        the International Accounting Standards Board [  ] |  | Other | [  ]
|------------- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- | ----



If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item
the registrant has elected to follow: Item 17 [  ]  Item 18 [  ]



If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes [  ] No [X]


















Explanatory
Note



This
Amendment No.1 to the Annual Report on Form 20-F of Pyxis Tankers Inc. for the fiscal year ended December 31, 2018, originally
filed with the Securities and Exchange Commission on March 29, 2019 (the “2018 Form 20-F”), is being filed, solely
for the purpose of adding the following disclosures regarding our home country corporate governance practices under “Item
16G – Corporate Governance.”



| | ● | in
    place of a nominating and corporate governance committee composed of only independent directors and consistent with Marshall
    Islands law requirements, our nominating and corporate governance committee is composed of two independent directors and one
    non-independent executive director;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



This
Form 20-F/A makes no changes to the consolidated financial statements of Pyxis Tankers Inc. Other than what is stated above, this
Form 20-F/A does not amend, update or restate the information in any other item of the 2018 Form 20-F or reflect any events that
have occurred after the original filing of the 2018 Form 20-F.



Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 20-F/A also contains new certifications pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Form 20-F/A and this
Form 20-F/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and
5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Form 20-F/A,
no new certifications are being made pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



****************











ITEM
16G. CORPORATE GOVERNANCE



We
believe that our corporate governance practices are in compliance with, and are not prohibited by, the laws of the Marshall Islands.
Therefore, we believe we are exempt from many of NASDAQ’s corporate governance practices other than the requirements regarding
the disclosure of a going concern audit opinion, submission of a listing agreement, notification of material non-compliance with
NASDAQ corporate governance practices, and the establishment and composition of an audit committee and a formal written audit
committee charter.



The
practices that we follow in lieu of NASDAQ’s corporate governance rules include:



| | ● | instead
    of obtaining an independent review of related party transactions for conflicts of interests by our audit committee or another
    independent body of our board of directors, consistent with Marshall Islands law requirements, no transaction between us and
    one or more of our directors or officers, or between us and any other entity in which one or more of our directors or officers
    are directors or officers, or have a financial interest, shall be void or voidable for this reason alone or solely because
    such director or officer is present at or participates in the meeting of our board of directors that authorized the contract
    or transaction or solely because the vote of such director or officer are counted for such purposes if: (i) the material facts
    as to such director’s or officer’s relationship or interest and as to the contract or transaction are disclosed
    or are known to our board of directors, and our board of directors in good faith authorizes such contract or transaction by
    the affirmative votes of a majority of the disinterested directors, or, if the votes of the disinterested directors are insufficient
    to constitute an act of our board of directors as defined in Section 55 of the BCA, by unanimous vote of our disinterested
    directors; (ii) the material facts as to the director’s or officer’s relationship or interest and as to such contract
    or transaction are disclosed and the contract or transaction is specifically approved in good faith by a vote of the stockholders
    entitled to vote thereon; or (iii) the contract or transaction is fair to us as of the time it is authorized, and is approved
    or ratified by our board of directors, a committee thereof or our stockholders. Interested directors may be counted in determining
    the presence of a quorum at a meeting of our board of directors or of a committee that authorizes the aforementioned contract
    or transaction;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | as
    a foreign private issuer, we will not be required to solicit proxies or provide proxy statements to NASDAQ pursuant to NASDAQ
    corporate governance rules or Marshall Islands law. Consistent with Marshall Islands law, we intend to notify our stockholders
    of meetings between 15 and 60 days before the meeting. This notification will contain, among other things, information regarding
    business to be transacted at the meeting. In addition, our bylaws provide that stockholders must give us advance notice to
    properly introduce any business at a meeting of the stockholders and that stockholders may designate in writing a proxy to
    act on their behalf;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | in
    place of a compensation committee and consistent with Marshall Islands law requirements, our entire board of directors, a
    majority of whom are currently independent, reviews and approves executive compensation and performance awards as well as
    the policies and procedures to determine such payments;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | in
    place of a nominating and corporate governance committee composed of only independent directors and consistent with Marshall
    Islands law requirements, our nominating and corporate governance committee is composed of two independent directors and one
    non-independent executive director;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | instead
    of holding regular meetings at which only independent directors are present, our entire board of directors, a majority of
    whom are currently independent, will hold regular meetings as is consistent with Marshall Islands law;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | stockholder
    approval is not required to amend or terminate our equity incentive plan or to establish a new equity incentive plan since
    Marshall Islands law permits the board of directors to take these actions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | as
    a foreign private issuer, we will not be required to obtain stockholder approval prior to the issuance of securities in connection
    with an acquisition of the stock or assets of another company; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | in
    lieu of obtaining stockholder approval prior to the issuance of designated securities, we intend to comply with provisions
    of the BCA and obtain the approval of our board of directors for such share issuances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               





Item 19. Exhibits



|12.1 | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
|---- | ----------------------------------------------------------------------



|12.2 | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
|---- | ----------------------------------------------------------------------















SIGNATURES



The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.





|                       | PYXIS TANKERS INC.
|---------------------- | ------------------
|                       | (Registrant)      
|                       |                   
|Date:
    June 6, 2019 | By:               
|                       |                   
|                       |