Form SCHEDULE 13D/A TORO CORP. Filed by: Pani Corp.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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TORO CORP. (Name of Issuer) |
Common Shares, USD 0.001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
Petros Panagiotis Panagiotidis 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens Limassol, G4, 3036 00 357 25 357 768 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/22/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Pani Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
LIBERIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
20,822,206.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
72.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Row 8 and 11: Consists of (a) 8,500,000 common shares, par value $0.001 per share, of the Issuer (each common share of the Issuer, a "Share") acquired by Pani Corp. in a private placement on April 17, 2023, (b) 11,240 Shares acquired by Pani Corp. from Thalassa Investment Co. S.A., an entity controlled by Mr. Panagiotidis, on April 25, 2023, (c) 1,100,000 Shares underlying restricted stock (the "Restricted Shares"), which were granted to Mr. Panagiotidis on September 28, 2023 and transferred to Pani Corp. on October 2, 2023, (d) 760,000 Restricted Shares, which were granted to Mr. Panagiotidis on May 31, 2024 and transferred to Pani Corp. on June 3, 2024, (e) 2,340,000 Restricted Shares, which were granted to Mr. Panagiotidis on November 6, 2025 and transferred to Pani Corp. on November 7, 2025, (f) 5,794,995 Shares issued to Pani Corp. pursuant to the Special Dividend on January 16, 2026 and (g) 2,315,971 Shares purchased by Pani Corp. through a series of transactions in the open market from April 22, 2026 to April 24, 2026 (inclusive). See Item 3 of this Amendment No. 5 for further information on such transactions.
Note to Row 10: Consists of (a) 8,500,000 Shares acquired by Pani Corp. in a private placement on April 17, 2023, (b) 11,240 Shares acquired by Pani Corp. from Thalassa Investment Co. S.A., an entity controlled by Mr. Panagiotidis, on April 25, 2023, (c) 1,060,000 Restricted Shares that have vested (500,000 Restricted Shares which vested on September 28, 2024, 260,000 Restricted Shares which vested on May 31, 2025 and 300,000 Restricted Shares which vested on September 28, 2025), (d) 5,794,995 Shares issued to Pani Corp. pursuant to the Special Dividend on January 16, 2026, and (e) 2,315,971 Shares purchased by Pani Corp. through a series of transactions in the open market from April 22, 2026 to April 24, 2026 (inclusive). See Item 3 of this Amendment No. 5 for further information on such transactions.
Note to Row 13: Percentage ownership is calculated by using a denominator of 28,852,084 Shares outstanding, as disclosed by the Issuer in its Annual Report on Form 20-F filed with the SEC on April 15, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Petros Panagiotis Panagiotidis | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
GREECE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
20,822,206.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
72.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Notes to Row 8 and 11:
(1) Consists of (a) 8,500,000 Shares acquired by Pani Corp. in a private placement on April 17, 2023, (b) 11,240 Shares acquired by Pani Corp. from Thalassa Investment Co. S.A., an entity controlled by Mr. Panagiotidis, on April 25, 2023, (c) 1,100,000 Restricted Shares which were granted to Mr. Panagiotidis on September 28, 2023 and transferred to Pani Corp. on October 2, 2023, (d) 760,000 Restricted Shares, which were granted to Mr. Panagiotidis on May 31, 2024 and transferred to Pani Corp. on June 3, 2024, (e) 2,340,000 Restricted Shares, which were granted to Mr. Panagiotidis on November 6, 2025 and transferred to Pani Corp. on November 7, 2025, (f) 5,794,995 Shares issued to Pani Corp. pursuant to the Special Dividend on January 16, 2026 and (g) 2,315,971 Shares purchased by Pani Corp. through a series of transactions in the open market from April 22, 2026 to April 24, 2026 (inclusive). See Item 3 of this Amendment No. 5 for further information on such transactions.
(2) 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 100,000 Shares.
(3) Mr. Panagiotidis is the sole shareholder of Pani Corp. and he disclaims beneficial ownership of the 20,822,206 Shares held by Pani Corp., except to the extent of his pecuniary, voting and dispositive interests in such Shares.
Note to Row 10: Consists of (a) 8,500,000 Shares acquired by Pani Corp. in a private placement on April 17, 2023, (b) 11,240 Shares acquired by Pani Corp. from Thalassa Investment Co. S.A., an entity controlled by Mr. Panagiotidis, on April 25, 2023, (c) 1,060,000 Restricted Shares that have vested (500,000 Restricted Shares which vested on September 28, 2024, 260,000 Restricted Shares which vested on May 31, 2025 and 300,000 Restricted Shares which vested on September 28, 2025), (d) 5,794,995 Shares issued to Pani Corp. pursuant to the Special Dividend on January 16, 2026 and (e) 2,315,971 Shares purchased by Pani Corp. through a series of transactions in the open market from April 22, 2026 to April 24, 2026 (inclusive). See Item 3 of this Amendment No. 5 for further information on such transactions.
Note to Row 13: Percentage ownership is calculated by using a denominator of 28,852,084 Shares outstanding, as disclosed by the Issuer in its Annual Report on Form 20-F filed with the SEC on April 15, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, USD 0.001 par value per share | |
| (b) | Name of Issuer:
TORO CORP. | |
| (c) | Address of Issuer's Principal Executive Offices:
223 CHRISTODOULOU CHATZIPAVLOU STREET, HAWAII ROYAL GARDENS, LIMASSOL,
CYPRUS
, 3036. | |
Item 1 Comment:
This Statement constitutes Amendment No. 5 (this "Amendment No. 5") to the Schedule 13D (the "Original Schedule 13D") initially filed with the Securities and Exchange Commission ("SEC") on April 27, 2023 by Pani Corp. and Petros Panagiotis Panagiotidis with respect to the common shares, par value $0.001 per share, of Toro Corp. (the "Issuer"), which Original Schedule 13D was amended by Amendment No. 1 filed on October 2, 2023 ("Amendment No. 1"), by Amendment No. 2 filed on June 4, 2024 ("Amendment No. 2"), by Amendment No. 3 filed on November 10, 2025 ("Amendment No. 3) and by Amendment No. 4 filed on January 21, 2026 ("Amendment No. 4", the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the "Schedule 13D"). This Amendment No. 5 is being filed to report the purchase of Shares through a series of transactions in the open market from April 22, 2026 to April 24, 2026 (inclusive).
This Amendment No. 5 amends the Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as set forth below, all Items of the Schedule 13D remain unchanged. Capitalized terms used but not defined in this Amendment No. 5 have the meanings assigned to them in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended to add the following at the end thereof:
Pani Corp. purchased 2,315,971 Shares through a series of transactions in the open market from April 22, 2026 to April 24, 2026 (inclusive) for a total purchase price of $14,254,600.60. The source of the consideration paid by Pani Corp. for such Shares was cash provided by entities controlled by Mr. Panagiotidis, and the source of such cash provided by such entities was personal funds of Mr. Panagiotidis. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
The Reporting Persons may be deemed to be the beneficial owner of 20,822,206 Shares, which includes (i) 1,100,000 Restricted Shares, which were granted to Mr. Panagiotidis on September 28, 2023 and transferred to Pani Corp. on October 2, 2023, (ii) 760,000 Restricted Shares, which were granted to Mr. Panagiotidis on May 31, 2024 and transferred to Pani Corp. on June 3, 2024 and (iii) 2,340,000 Restricted Shares, which were granted to Mr. Panagiotidis on November 6, 2025 and transferred to Pani Corp. on November 7, 2025.
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 have vested or will vest, as applicable, on September 28, 2024, September 28, 2025 and September 28, 2026, respectively. The Reporting Persons hold shared voting power and shared dispositive power over the 800,000 of such Restricted Shares that have vested and the Reporting Persons hold shared voting power and no dispositive power of the remaining 300,000 of such Restricted Shares prior to vesting.
Of the 760,000 Restricted Shares granted on May 31, 2024, 260,000 Restricted Shares, 250,000 Restricted Shares and 250,000 Restricted Shares have vested or will vest, as applicable, on May 31, 2025, May 31, 2026 and May 31, 2027, respectively. The Reporting Persons hold shared voting power and shared dispositive power over the 260,000 of such Restricted Shares that have vested and the Reporting Persons hold shared voting power and no dispositive power of the remaining 500,000 of such Restricted Shares prior to vesting.
Of the 2,340,000 Restricted Shares granted on November 6, 2025, 780,000 Restricted Shares, 780,000 Restricted Shares and 780,000 Restricted Shares will vest on November 6, 2026, November 6, 2027 and November 6, 2028, respectively. The Reporting Persons hold shared voting power and no dispositive power of such Restricted Shares prior to vesting.
Pani Corp. received 5,794,995 Shares pursuant to the Special Dividend on January 16, 2026.
Pani Corp. purchased 2,315,971 Shares through a series of transactions in the open market from April 22, 2026 to April 24, 2026 (inclusive). See Items 7 through 13 on each cover page to this Amendment No. 5.
Pani Corp. is controlled by Mr. Panagiotidis. Mr. Panagiotidis may be considered to be a beneficial owner of the Shares held by Pani Corp. by virtue of his control of the equity and voting power of Pani Corp.
The Shares held by the Reporting Persons represent approximately 72.2% of the outstanding Shares. Such percentage is calculated by using a denominator of 28,852,084 Shares outstanding, as disclosed by the Issuer in its Annual Report on Form 20-F filed with the SEC on April 15, 2026.
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 100,000 Shares. | |
| (b) | Item 5(a) of this Amendment No. 5 is incorporated by reference into this Item 5(b). | |
| (c) | The response set forth in Item 3 of this Amendment No. 5 is incorporated by reference in its entirety into this Item 5(c). Except as set forth in Schedule I to this Amendment No. 5 (which is incorporated by reference into this Item 5(c)), the Reporting Persons, and to their knowledge, the Sole Director, have not effected any transactions in the Shares during the past 60 days. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 -- Schedule I: Transactions in Common Shares Effectuated in the Past 60 Days | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS
SCHEDULE I: TRANSACTIONS IN COMMON SHARES EFFECTUATED IN THE PAST 60 DAYS