LookSmart, Ltd. (NasdaqCM:LOOK) entered into an agreement to spin-off LookSmart Group, Inc. on April 23, 2015. LookSmart, Ltd. transferred all of its business, assets and liabilities of to LookSmart Group in anticipation of the spin-off of LookSmart Group from LookSmart, Ltd. and holders of record of LookSmart, Ltd.'s common stock will receive a pro rata distribution of one share of LookSmart Group's common stock for each share of the LookSmart, Ltd.'s common stock held as of the record date set for said distribution. In relation to the transaction, Pyxis Tankers Inc. entered into an agreement to acquire LookSmart, Ltd. (NasdaqCM:LOOK) in reverse merger on April 23, 2015.

Upon completion of this spin-off, LookSmart Group, will be 100% owned by LookSmart's stockholders of record. The transaction was approved by shareholders of LookSmart, Ltd. on October 26, 2015.