Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
Seanergy Maritime Holdings Corp.
From time to time after this registration statement becomes effective.
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Seanergy Maritime Holdings Corp., or the Company, filed with the U.S. Securities and Exchange Commission, or the Commission, (i) a
registration statement on Form F-1 (File No. 333-221058) on October 20, 2017, which was amended by pre-effective amendments filed on November 8, 2017, November 14, 2017, November 15, 2017, December 4, 2017, November 8, 2018, April 5, 2019, April 23,
2019, April 24, 2019 and May 2, 2019, and was declared effective on May 8, 2019 (the “Registration Statement”).
The Registration Statement covered the offering of an aggregate of 4,200,000 units consisting of (i) either one common share or one
pre-funded warrant, (ii) a Class B Warrant to purchase one common share and (iii) a Class C Warrant to purchase one common share. Additionally, the Registration Statement included a Representative’s Warrant to purchase up to 210,000 common shares.
The Company granted the underwriters an option for a period of up to 45 days to purchase up to 630,000 additional common shares or pre-funded warrants, 630,000 Class B Warrants and/or 630,000 Class C Warrants. The underwriter partially exercised this
over-allotment by purchasing an additional 630,000 Class B Warrants and 630,000 Class C Warrants.
This Post-Effective Amendment No. 1 to Form F-1 on Form F-3 (this “Post-Effective Amendment”) is being filed to (i) deregister certain
securities, (ii) convert the Registration Statement on Form F-1 to Form F-3 and (ii) register the common shares issuable on exercise of the Representative’s Warrant, Class B Warrants and Class C Warrants already issued and currently outstanding,
consisting of an aggregate of 13,659,735 common shares issuable upon exercise of the outstanding Representative’s Warrant, Class B Warrants and Class C Warrants. No further offering will be made pursuant to this Post-Effective Amendment. All filing
fees payable in connection with the registration of the 13,659,735 common shares issuable upon exercise of the outstanding Representative’s Warrant, Class B Warrants and Class C Warrants were previously paid by the Company in connection with the
filing of the Registration Statement.
In accordance with the undertakings related to Item 512(a)(3) of Regulation S-K contained in the Registration Statement, the Company hereby
removes from registration under the Registration Statement, as of the effectiveness of this Post-Effective Amendment, all securities that remain unsold under the Registration Statement other than those which are being registered pursuant to this
Post-Effective Amendment. The Company is removing from registration these securities as its offering of these securities terminated on June 23, 2019 upon the expiration of the underwriter's option to purchase additional units.
This Post-Effective Amendment also contains an updated prospectus relating to an aggregate of 13,659,735 common shares issuable upon
exercise of the outstanding Representative’s Warrant, Class B Warrants and Class C Warrants previously issued in connection with the offering of initial securities and the partial exercise of the underwriter’s over-allotment option under the
Registration Statement, both of which closed on May 13, 2019.
The information in this preliminary prospectus is not complete and may be changed. We may not sell these
securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.
Seanergy Maritime Holdings Corp.
This prospectus relates to the issuance of up to 13,659,735 of our common shares issuable upon the exercise of outstanding (i) Class B
Warrants to purchase common shares, (ii) Class C Warrants to purchase common shares and (iii) a Representative’s Warrant to purchase up to 210,000 of our common shares. We refer to the Class B Warrants, Class C Warrants and Representative’s Warrant
together as the Warrants. The Warrants were issued in connection with a registered public offering that closed on May 13, 2019.
Each Class B Warrant has an exercise price of $3.74 per share, subject to downward adjustment under certain circumstances seven months after
issuance, was exercisable upon issuance and will expire three years from issuance. Each Class C Warrant has an exercise price of $3.74 per share, was exercisable upon issuance, and will expire six months from issuance. Beginning on June 14, 2019,
each Class C Warrant was exercisable on a cashless basis under certain circumstances for a number of common shares calculated according to a formula based on the market price at the time of exercise. The Representative’s Warrant has an exercise
price of $4.25 per share.
Our common shares, Class A Warrants and Class B Warrants are listed on the Nasdaq Capital Market under the symbols “SHIP”, “SHIPW” and
“SHIPZ”, respectively. On July 1, 2019, the last reported sale price of our common shares on the Nasdaq Capital Market was $0.61 per share.
Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 8 of this prospectus for a
discussion of information that should be considered in connection with an investment in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2019.
Corporate Information
We were incorporated under the laws of the Republic of the Marshall Islands on January 4, 2008, originally under the name Seanergy Merger Corp., as
a wholly-owned subsidiary of Seanergy Maritime Corp. We changed our name to Seanergy Maritime Holdings Corp. on July 11, 2008. Our principal executive office is located at 154 Vouliagmenis Avenue, 166 74 Glyfada, Athens, Greece. Our
registered office is located at Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960. Our registered agent in the Republic of the Marshall Islands is: The Trust Company of the Marshall Islands, Inc., Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960. Our principal executive office telephone number is +30 213 0181507. Our corporate website address is www.seanergymaritime.com. The information contained on our
website does not constitute part of this prospectus. The SEC maintains a website that contains reports, proxy and information statements, and other information that we file electronically at www.sec.gov.
THE OFFERING
Common shares outstanding as of July 1, 2019
|
18,443,682 common shares(1)
|
Securities offered by us
|
Up to 13,659,735 of our common shares issuable from time to time upon exercise of the Warrants, including (i) 4,830,000 common shares issuable upon exercise of the Class
B Warrants, (ii) 8,619,735 common shares issuable upon exercise of the Class C Warrants, including pursuant to the cashless exercise provisions of the Class C Warrants and (iii) 210,000 common shares issuable upon exercise of the
Representative’s Warrant. See “Description of Capital Stock and Warrants-Class B Warrants and Class C Warrants”.
The Class B Warrants were exercisable immediately upon issuance and will expire on May 13, 2022. The Class C Warrants were exercisable immediately upon issuance and will
expire on November 13, 2019. The Representative’s Warrant is exercisable beginning on November 9, 2019 and will expire on May 9, 2022.
|
Common shares to be outstanding immediately after this offering
|
32,103,417 common shares, assuming the Representative’s Warrant, Class B Warrants and Class C Warrants are exercised in full(2)
|
Use of proceeds
|
We estimate that we will receive net proceeds of approximately $30.7 million if all of the Warrants are exercised in full on a cash basis. We intend to use the proceeds
from the exercise of the Warrants for general corporate purposes. It is possible that some or all of the Warrants may expire and may never be exercised. See “Use of Proceeds”.
|
Risk factors
|
Investing in our securities involves a high degree of risk. See "Risk Factors" below, beginning on page 8, and in our Annual Report on Form 20-F for the year ended
December 31, 2018, which is incorporated herein by reference, to read about the risks you should consider before investing in our securities.
|
Listing
|
As of the date of this prospectus, our common shares, Class A Warrants and Class B Warrants are traded on the Nasdaq Capital Market under the symbol “SHIP”, “SHIPW” and
“SHIPZ”, respectively.
|
(1) |
Excludes 2,867,776 shares issuable upon exercise of convertible notes comprised of:
|
• |
281,481 common shares issuable upon exercise of a conversion option pursuant to the convertible note, dated March 12, 2015, as amended, that we issued to Jelco,
|
• |
1,567,777 common shares issuable upon exercise of a conversion option pursuant to the convertible note, dated September 7, 2015, as amended, that we issued to Jelco, and
|
• |
1,018,518 common shares issuable upon exercise of a conversion option pursuant to the convertible note, dated September 27, 2017, as amended, that we issued to Jelco.
|
Under each of the convertible notes, Jelco may, at its option, convert the whole or any part of the principal amount under each note at
any time into common shares at a conversion price of $13.50 per share. As of the date of this prospectus, $38.72 million of convertible notes was outstanding comprised of:
• |
$3.8 million outstanding under the convertible note, dated March 12, 2015, as amended
|
• |
$21.17 million outstanding under the revolving convertible note dated September 7, 2015, as amended and
|
• |
$13.75 million outstanding under the convertible note, dated September 27, 2017, as amended.
|
As of the date of this prospectus, an amount of $3.5 million was available but undrawn under the revolving convertible note, dated
September 7, 2015, as amended.
(2) |
The number of common shares that will be outstanding after this offering excludes:
|
• |
766,666 common shares issuable upon the exercise of outstanding Class A Warrants at an exercise price of $30.00 per share;
|
• |
37,666 common shares issuable upon the exercise of two outstanding warrants previously issued to the Representative at an exercise price of $28.13 per share; and
|
• |
1,823,529 common shares issuable to Jelco upon the exercise of Class B Warrants previously issued in the private placement that closed on May 13, 2019.
|
RISK FACTORS
An investment in our securities involves a high degree of risk. Before deciding to invest in our securities, you
should carefully consider the risks described below and all of the other information contained or incorporated by reference into this prospectus. These risks and uncertainties are not the only risks and uncertainties that we face. Additional risks
and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of these risks actually occurs, our business, financial condition, results of operations and future growth prospects
could be materially adversely affected. In that case, you may lose all or part of your investment in the securities. For additional risk factors, please see “Item 3. Key Information ⸻D. Risk Factors” in our Annual Report on Form 20-F for the year
ended December 31, 2018, which is incorporated herein by reference.
Risks Relating to the Offering and the Ownership of our Common Shares
The market price of our common shares has been and may in the future be subject to significant fluctuations. Further,
there is no guarantee of a continuing public market to resell our securities.
Our common shares commenced trading on the Nasdaq Global Market on October 15, 2008. Since December 21, 2012 and December 13, 2016,
respectively, our common shares and Class A Warrants have traded on the Nasdaq Capital Market. On May 10, 2019, our Class B Warrants began trading on the Nasdaq Capital Market under the symbol “SHIPZ”. We cannot assure you that an active and liquid
public market for our common shares, Class A Warrants or Class B Warrants will develop or continue.
The market price of our common shares has been and may in the future be subject to significant fluctuations as a result of many factors,
some of which are beyond our control. Among the factors that have in the past and could in the future affect our share price are:
|
• |
quarterly variations in our results of operations;
|
|
• |
changes in market valuations of similar companies and stock market price and volume fluctuations generally;
|
|
• |
changes in earnings estimates or the publication of research reports by analysts;
|
|
• |
speculation in the press or investment community about our business or the shipping industry generally;
|
|
• |
strategic actions by us or our competitors such as acquisitions or restructurings;
|
|
• |
the thin trading market for our common shares, which makes it somewhat illiquid;
|
|
• |
regulatory developments;
|
|
• |
additions or departures of key personnel;
|
|
• |
general market conditions; and
|
|
• |
domestic and international economic, market and currency factors unrelated to our performance.
|
The stock markets in general, and the markets for drybulk shipping and shipping stocks in particular, have experienced extreme volatility
that has sometimes been unrelated to the operating performance of individual companies. These broad market fluctuations may adversely affect the trading price of our common shares.
Additionally, there is no guarantee of a continuing public market to resell our common shares. Our common shares currently trade on the
Nasdaq Capital Market. We cannot assure you that an active and liquid public market for our common shares will continue.
We have broad discretion in the use of the net proceeds from this offering and may use the net proceeds in ways with
which you disagree.
Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways
that do not improve our results of operations or enhance the value of our securities. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your
investment decision, to assess whether the net proceeds are being used appropriately. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, cause
the price of our securities to decline. Pending the application of these funds, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.
Warrants are speculative in nature and there is no assurance that it will ever be profitable for holders of our
warrants to exercise the warrants.
The warrants offered in this offering do not confer any rights of common share ownership on their holders, such as voting rights or the
right to receive dividends, but rather merely represent the right to acquire common shares at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Class B Warrants may exercise their right to
acquire common shares and pay an exercise price of $3.74 per share, prior to three years from the date of issuance, after which date any unexercised warrants will expire and have no further value, and holders of the Class C Warrants may exercise
their right to acquire common shares and pay an exercise price of $3.74 per share, prior to six months from the date of issuance, after which date any unexercised warrants will expire and have no further value. Commencing on the date of issuance,
holders of pre-funded warrants may exercise their right to acquire common shares and pay an exercise price of $0.01, representing the unpaid portion of the exercise price. Moreover, following this offering, the market value of the warrants is
uncertain and there can be no assurance that the market value of the warrants will equal or exceed the offering price. There can be no assurance that the market price of the common shares will ever equal or exceed the exercise price of the
warrants, and consequently, whether it will ever be profitable for holders of the warrants to exercise the warrants.
The declaration and payment of dividends will always be subject to the discretion of our board of directors and will
depend on a number of factors. Our board of directors may not declare dividends in the future.
The declaration, timing and amount of any dividend is subject to the discretion of our board of directors and will be dependent upon our
earnings, financial condition, market prospects, capital expenditure requirements, investment opportunities, restrictions in our loan agreements, the provisions of the laws of the Republic of the Marshall Islands affecting the payment of dividends
to shareholders, overall market conditions and other factors. Our board of directors may not declare dividends in the future.
The laws of the Republic of the Marshall Islands generally prohibits the payment of dividends if the company is insolvent or would be
rendered insolvent upon payment of such dividend, and dividends may be declared and paid out of our operating surplus. Dividends may also be declared or paid out of net profits for the fiscal year in which the dividend is declared and for the
preceding fiscal year. We may be unable to pay dividends in the anticipated amounts or at all.
Anti-takeover provisions in our amended and restated articles of incorporation and second amended and restated bylaws
could make it difficult for shareholders to replace or remove our current board of directors or could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common
shares.
Several provisions of our amended and restated articles of incorporation and second amended and restated bylaws could make it difficult
for shareholders to change the composition of our board of directors in any one year, preventing them from changing the composition of our management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that
shareholders may consider favorable.
These provisions:
|
• |
authorize our board of directors to issue "blank check" preferred shares without shareholder approval;
|
|
• |
provide for a classified board of directors with staggered, three-year terms;
|
|
• |
require a super-majority vote in order to amend the provisions regarding our classified board of directors;
|
|
• |
permit the removal of any director from office at any time, with or without cause, at the request of the shareholder group entitled to designate such director; and
|
|
• |
prevent our board of directors from dissolving the shipping committee or altering the duties or composition of the shipping committee without an affirmative vote of not less than 80%
of the board of directors.
|
These anti-takeover provisions could substantially impede the ability of shareholders to benefit from a change in control and, as a
result, may adversely affect the market price of our common shares and your ability to realize any potential change of control premium.
Issuance of preferred shares may adversely affect the voting power of our shareholders and have the effect of
discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares.
Our amended and restated articles of incorporation currently authorize our board of directors to issue preferred shares in one or more
series and to determine the rights, preferences, privileges and restrictions, with respect to, among other things, dividends, conversion, voting, redemption, liquidation and the number of shares constituting any series without shareholders'
approval. If our board of directors determines to issue preferred shares, such issuance may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable. The issuance of preferred shares with voting and conversion
rights may also adversely affect the voting power of the holders of common shares. This could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our
common shares and your ability to realize any potential change of control premium.
Jelco and Comet Shipholding Inc. are able to control the outcome of all matters requiring a shareholder vote, and
their interests could conflict with the interests of our other shareholders.
Jelco and Comet Shipholding Inc., or Comet, both companies affiliated with our Sponsor, currently collectively own approximately
7,934,388, or approximately 43.0%, of our outstanding common shares, and Jelco may also acquire up to 4,691,305 additional common shares upon conversion of the convertible notes issued to it by the Company and Class B Warrants purchased in a
private placement, in which case our Sponsor would own approximately 54.6% of our outstanding common shares, based on the number of common shares outstanding as of July 1, 2019. As a result, Jelco and Comet may be able to control the outcome of all
matters requiring a shareholder vote. This concentration of ownership may delay, deter or prevent acts that would be favored by our other shareholders or deprive shareholders of an opportunity to receive a premium for their shares as part of a sale
of our business, and it is possible that the interests of our Sponsor may in some cases conflict with our interests and the interests of our other holders of shares. For example, conflicts of interest may arise between us, on one hand, and our
Sponsor or affiliated entities, on the other hand, which may result in the transactions on terms not determined by market forces. Any such conflicts of interest could adversely affect our business, financial condition and results of operations, and
the trading price of our common shares. In addition, this concentration of share ownership may adversely affect the trading price of our shares because investors may perceive disadvantages in owning shares in a company with controlling
shareholders.
We may issue additional common shares or other equity securities without shareholder approval, which would dilute our
existing shareholders' ownership interests and may depress the market price of our common shares.
We may issue additional common shares or other equity securities of equal or senior rank in the future without shareholder approval in
connection with, among other things, future vessel acquisitions, the repayment of outstanding indebtedness, and the conversion of convertible financial instruments.
Our issuance of additional common shares or other equity securities of equal or senior rank in these situations would have the following
effects:
|
• |
our existing shareholders' proportionate ownership interest in us would decrease;
|
|
• |
the proportionate amount of cash available for dividends payable on our common shares could decrease;
|
|
• |
the relative voting strength of each previously outstanding common share could be diminished; and
|
|
• |
the market price of our common shares could decline.
|
In addition, we may issue additional common shares upon any conversion of our outstanding convertible notes issued to Jelco or upon
exercise of our outstanding Class A Warrants or the Representative's Warrants issued to Maxim Group LLC, or Maxim in connection with our public offering in December 2016 (the "2016 Representative's Warrants"), or upon exercise of outstanding Class
B Warrants issued to Jelco in connection with the private placement that closed in May 2019.
Beginning on the one-month anniversary of the issuance date and thereafter during the term of the Class C Warrants covered by this
prospectus, the warrant holders have the right to exercise the Class C Warrants on a cashless basis under certain circumstances. As long as the price of our common shares remains below the offering price during the period between 30 days and six
months after the offering, the number of common shares issuable upon such cashless exercise of Class C Warrants will increase. As an illustration, based on the unit price of $3.40, if the price of our common shares is equal to or less than $1.00
per share at any time more than 30 days after the offering, and less than six months after this offering, and all holders of the 3,145,889 Class C Warrants outstanding were to exercise the warrants on a cashless basis, we would have to issue to
them up to 8,619,735 common shares as a result of these further cashless exercises. The issuance of those shares would be dilutive to our shareholders.
As of the date of this prospectus, Jelco had the right to acquire 281,481 common shares upon exercise of a conversion option pursuant to
the convertible note dated March 12, 2015, as amended, issued by the Company to Jelco, 1,567,777 common shares upon exercise of a conversion option pursuant to the revolving convertible note dated September 7, 2015, as amended, issued by the
Company to Jelco and 1,018,518 common shares upon exercise of a conversion option pursuant to the convertible note dated September 27, 2017, as amended, issued by the Company to Jelco. Under each of the convertible notes, Jelco may, at its option,
convert the principal amount under the note at any time into common shares at a conversion price of $13.50 per share. Additionally, Jelco currently has 1,823,529 outstanding Class B Warrants that were purchased in a private placement that occurred
concurrently with the public offering of the securities covered by this prospectus. Our issuance of additional common shares in such instance would cause the proportionate ownership interest in us of our existing shareholders, other than Jelco, to
decrease; the relative voting strength of each previously outstanding common share held by our existing shareholders, other than the converting noteholder, to decrease; and the market price of our common shares could decline.
As of the date of this prospectus, we had 11,500,000 Class A Warrants outstanding to purchase an aggregate of 766,666 common shares and
two 2016 Representative's Warrants outstanding to purchase an aggregate of 37,666 common shares. Each Class A Warrant is exercisable for one common share at an exercise price of $30.00 per share and expires in December 2021. The 2016
Representative's Warrants have an exercise price equal to $28.13 per common share and expire in December 2019. Our issuance of additional common shares upon the exercise of the Class A Warrants or the 2016 Representative's Warrants would cause the
proportionate ownership interest in us of our existing shareholders, other than the exercising warrant holders, to decrease; the relative voting strength of each previously outstanding common share held by our existing shareholders to decrease; and
the market price of our common shares could decline.
We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate
law, which may negatively affect the ability of shareholders to protect their interests.
Our corporate affairs are governed by our Amended and Restated Articles of Incorporation, our Second Amended and Restated Bylaws and by
the Marshall Islands Business Corporations Act, or the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the
Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the laws of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under
statutes or judicial precedent in existence in certain U.S. jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states
with substantially similar legislative provisions, shareholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation
incorporated in a U.S. jurisdiction.
Additionally, the Republic of the Marshall Islands does not have a legal provision for bankruptcy or a general statutory mechanism for
insolvency proceedings. As such, in the event of a future insolvency or bankruptcy, our shareholders and creditors may experience delays in their ability to recover for their claims after any such insolvency or bankruptcy. Further, in the event of
any bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding involving us or any of our subsidiaries, bankruptcy laws other than those of the United States could apply. If we become a debtor under U.S. bankruptcy law,
bankruptcy courts in the United States may seek to assert jurisdiction over all of our assets, wherever located, including property situated in other countries. There can be no assurance, however, that we would become a debtor in the United States,
or that a U.S. bankruptcy court would be entitled to, or accept, jurisdiction over such a bankruptcy case, or that courts in other countries that have jurisdiction over us and our operations would recognize a U.S. bankruptcy court's jurisdiction if
any other bankruptcy court would determine it had jurisdiction.
It may not be possible for investors to serve process on or enforce U.S. judgments against us.
We and all of our subsidiaries are incorporated in jurisdictions outside the U.S. and substantially all of our assets and those of our
subsidiaries are located outside the U.S. In addition, most of our directors and officers are non-residents of the U.S., and all or a substantial portion of the assets of these non-residents are located outside the U.S. As a result, it may be
difficult or impossible for U.S. investors to serve process within the U.S. upon us, our subsidiaries or our directors and officers or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that
courts in the countries in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the
civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.
USE OF PROCEEDS
We estimate that we will receive net proceeds of approximately $30.7 million if all of the Warrants are exercised in full on a cash
basis. We intend to use the proceeds from the exercise of the Warrants for general corporate purposes. It is possible that some or all of the Warrants may expire and may never be exercised.
CAPITALIZATION
The following table sets forth our capitalization as of March 31, 2019:
• |
on an as adjusted basis, to give effect to (a) $4.3 million of installments paid under our facilities since March 31, 2019, of which: (i) $3.4 million relates to our secured credit
facilities and (ii) $0.9 million relates to our other financial liabilities under the sale and leaseback transactions, (b) the sale of 4,200,000 units at a price of $3.40 per unit and the sale of 630,000 Class B warrants and of 630,000
Class C warrants following the underwriter's over-allotment option exercise, each at a price of $0.01, in exchange for gross proceeds of $14.3 million, or net proceeds of $12.7 million after deducting an amount of $1.6 million
concerning underwriting expenses, commissions related to the offering and other fees, (each unit consists of one common share (or one pre-funded warrant in lieu thereof), one Class B warrant to purchase one common share and one Class C
warrant to purchase one common share) and (c) 1,823,529 units sold to Jelco in the concurrent private placement, in exchange for $6.2 million at a price of $3.40 per unit of which $2.1 million represents accrued interest to Jelco as of
March 31, 2019 that was converted to units.
|
There have been no significant adjustments to our capitalization since March 31, 2019 up to July 1, 2019, other than the
adjustments described above. The historical data in the table is derived from, and should be read in conjunction with, our historical financial statements included in this prospectus. You should also read this table in conjunction with the
information included in our financial results for the three months ended March 31, 2019 in our Report on Form 6-K, filed with the Commission on June 14, 2019 and is incorporated by reference herein.
(All figures in thousands of U.S. dollars, except for share amounts)
|
|
Actual
(unaudited)
|
|
|
As Adjusted
(unaudited)
|
|
Debt:
|
|
|
|
|
|
|
Secured long-term debt, other financial liabilities and due to related parties, net of deferred finance costs
|
|
$
|
216,809
|
|
|
$
|
212,503
|
|
Convertible notes
|
|
|
12,109
|
|
|
|
12,109
|
|
Total Debt
|
|
$
|
228,918
|
|
|
$
|
224,612
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity:
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; none issued
|
|
|
—
|
|
|
|
—
|
|
Common shares, $0.0001 par value; 500,000,000 authorized shares as at March 31, 2019; 2,810,184 shares issued and outstanding as at March 31, 2019; 18,443,682 shares
issued and outstanding as adjusted
|
|
|
3
|
|
|
|
5
|
|
Additional paid-in capital (excluding shareholder's convertible notes)
|
|
$
|
351,271
|
|
|
$
|
369,983
|
|
Shareholder's convertible notes
|
|
|
35,354
|
|
|
|
35,354
|
|
Accumulated deficit
|
|
|
(373,159
|
)
|
|
|
(373,159
|
)
|
Total Shareholders' equity
|
|
|
13,469
|
|
|
|
32,183
|
|
Total capitalization
|
|
$
|
242,387
|
|
|
$
|
256,795
|
|
DESCRIPTION OF CAPITAL STOCK AND WARRANTS
For the complete terms of our capital stock, please refer to our amended and restated articles of incorporation and our second amended
and restated bylaws, which are filed as exhibits to the registration statement of which this prospectus forms a part. The BCA of the Republic of the Marshall Islands may also affect the terms of our capital stock.
For purposes of the following description of capital stock, references to "us", "we" and "our" refer only to Seanergy Maritime Holdings
Corp. and not any of its subsidiaries.
Purpose
Our purpose, as stated in our amended and restated articles of incorporation, is to engage in any lawful act or activity for which
corporations may now or hereafter be organized under the BCA. Our amended and restated articles of incorporation and bylaws do not impose any limitations on the ownership rights of our shareholders.
Authorized Capitalization
Our authorized capital stock consists of 500,000,000 registered common shares, par value $0.0001 per share, of which 18,443,682 shares
were issued and outstanding as of July 1, 2019, and 25,000,000 registered preferred shares with par value of $0.0001, of which no shares are issued and outstanding. Our board of directors has the authority to establish such series of preferred
shares and with such designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions as shall be stated in the resolution or resolutions providing for the issue of such preferred
shares.
Share History
We were incorporated under the laws of the Republic of the Marshall Islands on January 4, 2008, originally under the name Seanergy Merger
Corp., as a wholly-owned subsidiary of Seanergy Maritime Corp. We changed our name to Seanergy Maritime Holdings Corp. on July 11, 2008. Seanergy Maritime Corp.'s common shares were originally listed on the American Stock Exchange. On October 15,
2008, Seanergy Maritime Corp.'s common shares commenced trading on the Nasdaq Global Market. Following the dissolution of Seanergy Maritime Corp., our common shares started trading on the Nasdaq Global Market on January 28, 2009. Effective December
21, 2012, we transferred our stock listing to the Nasdaq Capital Market. The following information gives effect to a one-for-fifteen reverse stock split of our common shares that became effective on March 20, 2019.
On August 5, 2016, we sold 78,666 of our common shares in a registered direct offering to an unaffiliated institutional investor at a
public offering price of $62.25 per share.
On November 23, 2016, we sold 87,000 of our common shares in a registered direct offering to unaffiliated institutional investors at a
public offering price of $41.25 per share.
On December 13, 2016, we sold 666,666 of our common shares and 10,000,000 Class A Warrants to purchase 666,666 of our common shares in a
registered public offering at a combined public offering price of $22.50 per share and warrant. In connection with the sale of the securities, we issued to the representative of the underwriters a Representative's Warrant to purchase 33,333 of our
common shares.
On December 15, 2016, we issued an aggregate of 51,520 of our common shares to certain of our directors, officers and employees pursuant
to the Plan.
On December 21, 2016, pursuant to the exercise of the over-allotment option granted to the underwriters in the public offering that was
completed on December 13, 2016, we sold an additional 86,666 of our common shares and 1,500,000 Class A Warrants to purchase 100,000 of our common shares. In connection with the sale of the securities, we issued to the representative of the
underwriters a Representative's Warrant to purchase 4,333 of our common shares.
On April 10, 2017, we issued 8,333 of our common shares in a private placement to a third-party service provider as compensation.
Between February 6, 2017 and April 27, 2017, we sold 185,475 of our common shares in a public at-the-market offering pursuant to the
Equity Distribution Agreement, dated February 3, 2017, between us and Maxim.
On February 1, 2018, we issued an aggregate of 84,000 of our common shares to certain of our directors, officers and employees pursuant
to the Plan.
On November 7, 2018, we issued an aggregate of 120,000 of our common shares to Cargill in connection with the lease financing transaction
for the Championship.
On January 10, 2019, we issued an aggregate of 144,000 of our common shares to certain of our directors, officers and employees pursuant
to the Plan.
On May 13, 2019, we sold 4,200,000 units consisting of (i) a common share or a pre-funded warrant to purchase a common share at an
exercise price equal to $0.01, (ii) a Class B Warrant to purchase one common share and (iii) a Class C Warrant to purchase one common share for $3.40 per unit in a public offering underwritten by Maxim. Maxim partially exercised its over-allotment
option in the offering and purchased an additional 630,000 Class B Warrants and 630,000 Class C Warrants. Concurrently with the public offering, we sold 1,823,529 units consisting of (i) a common share (ii) a Class B Warrant and (iii) a Class C
Warrant for $3.40 per unit to Jelco in a private placement in exchange for the waiver or forgiveness of certain payment obligations of the Company.
Between May 13, 2019 and June 27, 2019, we issued an aggregate of 1,435,000 of our common shares pursuant to the exercise of the total of
1,435,000 Pre-Funded Warrants offered in the public offering that was completed on May 13, 2019.
On June 17, 2019, we issued an aggregate of 4,996,469 of our common shares pursuant to the alternate cashless exercise of 1,823,529 Class
C Warrants issued to Jelco in the private placement that was completed on May 13, 2019.
Between June 14, 2019 and June 28, 2019, we issued an aggregate of 4,614,461 of our common shares pursuant to the alternate cashless
exercise of 1,684,111 Class C Warrants offered in the public offering that closed on May 13, 2019.
Our Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws
Under our second amended and restated bylaws, annual shareholder meetings will be held at a time and place selected by our board of
directors. The meetings may be held in or outside of the Marshall Islands. Special meetings of the shareholders, unless otherwise prescribed by law, may be called for any purpose or purposes at any time exclusively by the board of directors. Notice
of every annual and special meeting of shareholders shall be given at least 15 but not more than 60 days before such meeting to each shareholder of record entitled to vote thereat.
Directors
Our directors are elected by the affirmative vote of a plurality of the votes cast at a meeting of the shareholders by the holders of
shares entitled to vote in the election. Our amended and restated articles of incorporation and second amended and restated bylaws prohibit cumulative voting in the election of directors.
The board of directors must consist of at least one member and not more than thirteen. Each director shall be elected to serve until the
third succeeding annual meeting of shareholders and until his successor shall have been duly elected and qualified, except in the event of his death, resignation, removal, or the earlier termination of his term of office. The board of directors has
the authority to fix the amounts which shall be payable to the members of our board of directors, and to members of any committee, for attendance at any meeting or for services rendered to us.
Classified Board
Our amended and restated articles of incorporation provide for the division of our board of directors into three classes of directors,
with each class as nearly equal in number as possible, serving staggered, three-year terms. Approximately one-third of our board of directors will be elected each year. This classified board provision could discourage a third party from making a
tender offer for our shares or attempting to obtain control of our company. It could also delay shareholders who do not agree with the policies of the board of directors from removing a majority of the board of directors for two years.
Election and Removal
Our amended and restated articles of incorporation and second amended and restated bylaws require parties other than the board of
directors to give advance written notice of nominations for the election of directors. Our second amended and restated bylaws provide that our directors may be removed only for cause and only upon the affirmative vote of the majority of the
outstanding shares of our capital stock entitled to vote for those directors. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.
Dissenters' Rights of Appraisal and Payment
Under the BCA, our shareholders generally have the right to dissent from the sale of all or substantially all of our assets not made in
the usual course of our business and receive payment of the fair value of their shares. However, the right of a dissenting shareholder to receive payment of the appraised fair value of his shares is not available under the BCA for the shares of any
class or series of stock, which shares at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation, were either (i) listed
on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders. In the event of any further amendment of our articles of incorporation, a shareholder also has the right to
dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment.
Shareholders' Derivative Actions
Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative
action, provided that the shareholder bringing the action is a holder of common shares both at the time the derivative action is commenced and at the time of the transaction to which the action relates.
Anti-takeover Provisions of our Charter Documents
Several provisions of our amended and restated articles of incorporation and second amended and restated bylaws may have anti-takeover
effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited
offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise, that a
shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.
Limited Actions by Shareholders
Our amended and restated articles of incorporation and second amended and restated bylaws provide that any action required or permitted
to be taken by our shareholders must be effected at an annual or special meeting of shareholders or by the unanimous written consent of our shareholders.
Our amended and restated articles of incorporation and second amended and restated bylaws provide that only our board of directors may
call special meetings of our shareholders and the business transacted at the special meeting is limited to the purposes stated in the notice. Accordingly, a shareholder may be prevented from calling a special meeting for shareholder consideration
of a proposal over the opposition of our board of directors and shareholder consideration of a proposal may be delayed until the next annual meeting.
Blank Check Preferred Stock
Under the terms of our amended and restated articles of incorporation, our board of directors has authority, without any further vote or
action by our shareholders, to issue up to 25,000,000 shares of blank check preferred stock. Our board of directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the
removal of our management.
Representative's Warrant
We issued to the Representative a warrant to purchase up to 210,000 common shares, an amount equal to five percent (5%) of the number of
common shares underlying the units and the pre-funded warrants sold in the public offering of units. The warrant is exercisable at any time, and from time to time, in whole or in part, commencing six (6) months from the effective date of the
Registration Statement and expires on May 9, 2022, three years after the effective date of the Registration Statement. The warrant is exercisable at a per share price of $4.25. In addition, the warrant provides for registration rights upon request,
in certain cases.
Class B Warrants and Class C Warrants
The following summary of certain terms and provisions of the Class B Warrants and Class C Warrants and is not complete and is subject to,
and qualified in its entirety by the provisions of the forms of warrant, which are filed as exhibits to the registration statement of which this prospectus forms a part. Except as otherwise specified, the terms apply to both the Class B Warrants
and the Class C Warrants. Investors should carefully review the terms and provisions set forth in the forms of warrant.
Exercisability. The warrants are exercisable at any time after their original issuance and at
any time up to the date that is three years after their original issuance for the Class B Warrants and six months after their original issue date for the Class C Warrants and until exercised for the pre-funded warrants. The warrants will be
exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the common shares underlying the warrants under the Securities
Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for the number of common
shares purchased upon such exercise. If a registration statement registering the issuance of the common shares underlying the warrants under the Securities Act is not effective or available and an exemption from registration under the Securities
Act is not available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of common shares
determined according to the formula set forth in the warrant. No fractional common shares will be issued in connection with the exercise of a warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional
amount multiplied by the exercise price.
If, on any trading day after the one-month anniversary of the date of issuance of the Class C Warrants, and ending on the six-month
anniversary of the date of issuance of the Class C Warrants, the "market price" of a common share is less than the exercise price of the Class C Warrants upon issuance (as adjusted for stock splits, stock dividends, extraordinary dividend
recapitalization, reorganization, mergers and consolidation), then the holders of the Class C Warrants may exercise the Class C Warrants in an alternate cashless exercise. This alternate cashless exercise would permit such Class C Warrant holder to
obtain a number of common shares equal to:
A* (B-C)/C
Where
|
|
A=
|
|
the number of warrants being exercised, and
|
|
|
B=
|
|
Warrant strike price, and
|
|
|
C=
|
|
The greater of (i) $1.00, and (ii) the market price of a common share.
|
In the event that the number of shares for which Class C Warrants are exercisable exceeds the number of common shares
authorized for issuance under our articles of incorporation, we will call a meeting of our shareholders and take other appropriate action to amend and restate our articles of incorporation to increase the number of authorized shares to the level
necessary to satisfy our obligations to the Class C Warrant holders.
The following table shows the number of common shares for which the Class C Warrants would be exercised in aggregate, based on
hypothetical fluctuations in the market price for our common shares based upon the unit price of $3.40.
Market Price
|
|
Number of Common Shares Issued Upon Exercise
|
|
3.00
|
|
|
775,985
|
|
2.00
|
|
|
2,736,923
|
|
1.00
|
|
|
8,619,735
|
|
Exercise Limitation. A holder will not have the right to exercise any portion
of the warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of shares of our common shares outstanding immediately after giving effect to the exercise, as such percentage ownership is
determined in accordance with the terms of the warrants.
Exercise Price. The exercise price per whole common share purchasable upon exercise of the
warrants is $3.74 per share for the Class B Warrants and $3.74 per share for the Class C Warrants. The exercise price is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations,
reclassifications or similar events affecting our common shares and also upon any distributions of assets, including cash, stock or other property to our shareholders. In addition, on the seven-month anniversary of the issuance date of the Class B
Warrants, the exercise price of the Class B Warrants will adjust to be equal to the greater of $1.00 and 120% of the previous trading day's market price of our common shares, provided that such value is less than the exercise price in effect on
that date.
Transferability. Subject to applicable laws, the warrants may be offered for sale, sold,
transferred or assigned without our consent.
Exchange Listing. The Class B Warrants are traded on the Nasdaq Capital Market under the symbol
“SHIPZ”. The Class C Warrants are not and will not be listed.
Warrant Agent. The Class B Warrants and the Class C Warrants were issued in registered form
under warrant agreements between Continental Stock Transfer & Trust, as warrant agent, and us. The warrants are initially represented only by one or more global warrants deposited with the warrant agent, as custodian on behalf of The Depository
Trust Company (DTC) and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC.
Fundamental Transactions. In the event of a fundamental transaction, as described in the
warrants and generally including, with certain exceptions, any reorganization, recapitalization or reclassification of our common shares, the sale, transfer or other disposition of all or substantially all of our properties or assets, our
consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common shares, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common shares,
the holders of the warrants will be entitled to receive upon exercise of the warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the warrants immediately prior to such
fundamental transaction.
Rights as a Shareholder. Except as otherwise provided in the warrants or by virtue of such
holder's ownership of our common shares, the holder of a warrant does not have the rights or privileges of a holder of our common shares, including any voting rights, until the holder exercises the warrant.
Governing Law. The warrants and the warrant agreements are governed by New York law.
Transfer Agent
The registrar and transfer agent for our common shares and warrants is Continental Stock Transfer & Trust Company.
Listing
Our common shares, Class A Warrants and Class B Warrants trade on the Nasdaq Capital Market under the symbol "SHIP" and "SHIPW" and
“SHIPZ”, respectively.
TAX CONSIDERATIONS
The following is a summary of the material U.S. federal income tax and Marshall Islands tax consequences of the ownership and disposition
of our common shares, of the ownership, exercise, lapse and disposition of our warrants and the material U.S. federal and Marshall Islands income tax consequences applicable to us and our operations. The discussion below of the U.S. federal income
tax consequences to "U.S. Holders" will apply to a beneficial owner of our common shares or warrants, as applicable, that is treated for U.S. federal income tax purposes as:
|
• |
an individual citizen or resident of the United States;
|
|
• |
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of
the United States, any state thereof or the District of Columbia; or
|
|
• |
an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or a trust if (i) a U.S. court can exercise primary supervision over
the trust's administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S.
person.
|
If you are not described as a U.S. Holder and are not an entity treated as a partnership or other pass-through entity for U.S. federal
income tax purposes, you will be considered a "Non-U.S. Holder". The U.S. federal income tax consequences applicable to Non-U.S. Holders is described below under the heading "United States Federal Income Taxation of Non-U.S. Holders".
This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our common shares
or warrants through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common shares, the U.S. federal income tax treatment of a partner in the
partnership generally will depend on the status of the partner and the activities of the partnership.
This summary is based on the U.S. Internal Revenue Code of 1986, as is in effect as of the date of this prospectus, or the Code, its
legislative history, Treasury Regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to change, possibly on a retroactive basis.
This summary does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such
holder's individual circumstances. In particular, this discussion considers only holders that will own and hold our common shares as capital assets within the meaning of Section 1221 of the Code and does not address the potential application of the
alternative minimum tax or the U.S. federal income tax consequences to holders that are subject to special rules, including:
|
• |
financial institutions or "financial services entities";
|
|
• |
taxpayers who have elected mark-to-market accounting;
|
|
• |
governments or agencies or instrumentalities thereof;
|
|
• |
regulated investment companies;
|
|
• |
real estate investment trusts;
|
|
• |
certain expatriates or former long-term residents of the United States;
|
|
• |
persons that actually or constructively own 10% or more of our shares;
|
|
• |
persons that hold our warrants;
|
|
• |
persons that hold our common shares as part of a straddle, constructive sale, hedging, conversion or other integrated transaction;
|
|
• |
persons required to recognize income for U.S. federal income tax purposes no later than when such income is included on an "applicable financial statement"; or
|
|
• |
persons whose functional currency is not the U.S. dollar.
|
This summary does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, or state, local or
non-U.S. tax laws.
We have not sought, nor will we seek, a ruling from the Internal Revenue Service, or the IRS, as to any U.S. federal income tax
consequence described herein. The IRS may disagree with the description herein, and its determination may be upheld by a court.
Because of the complexity of the tax laws and because the tax consequences to any particular holder of our common shares may be affected
by matters not discussed herein, each such holder is urged to consult with its tax advisor with respect to the specific tax consequences of the ownership and disposition of our common shares, including the applicability and effect of state, local
and non-U.S. tax laws, as well as U.S. federal tax laws.
United States Federal Income Tax Consequences
Taxation of Operating Income: In General
Unless exempt from United States federal income taxation under the rules discussed below, a foreign corporation is subject to United
States federal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, from the participation in a shipping pool, partnership,
strategic alliance, joint operating agreement, code sharing arrangements or other joint venture it directly or indirectly owns or participates in that generates such income, or from the performance of services directly related to those uses, which
we refer to as "shipping income", to the extent that the shipping income is derived from sources within the United States. For these purposes, 50% of the gross shipping income that is attributable to transportation that begins or ends, but that
does not both begin and end, in the United States, exclusive of certain U.S. territories and possessions, constitutes income from sources within the United States, which we refer to as "U.S. source gross shipping income".
Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% from sources
within the United States. We are prohibited by law from engaging in transportation that produces income considered to be 100% from sources within the United States.
Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources
outside the United States. Shipping income derived from sources outside the United States will not be subject to any United States federal income tax.
For our 2018 taxable year and the first and second quarter of our 2019 taxable year, we had U.S. source gross shipping income of
approximately $827,000 and $107,300, respectively.
We are subject to a 4% tax imposed without allowance for deductions for such taxable year, as described in "—Taxation in the Absence of
Exemption", unless we qualify for exemption from tax under Section 883 of the Code, the requirements of which are described in detail below. For our 2018 taxable year and the first and second quarter of our 2019 taxable year, we had U.S. source
gross shipping income, on which we were subject to a U.S federal tax of $33,080 and $4,300, respectively. Due to the factual nature of this analysis, it is possible that we may qualify for this exemption from tax under Section 883 of the Code for
the remaining of the 2019 or future taxable years, although no assurance can be given in this regard.
Exemption of Operating Income from United States Federal Income Taxation
Under Section 883 of the Code and the regulations thereunder, we will be exempt from United States federal income taxation on our
U.S.-source shipping income if:
|
• |
we are organized in a foreign country (our "country of organization") that grants an "equivalent exemption" to corporations organized in the United States; and
|
|
• |
more than 50% of the value of our shares is owned, directly or indirectly, by "qualified shareholders", that are persons (i) who are "residents" of our country of organization or of
another foreign country that grants an "equivalent exemption" to corporations organized in the United States, and (ii) we satisfy certain substantiation requirements, which we refer to as the "50% Ownership Test"; or
|
|
• |
our shares are "primarily" and "regularly" traded on one or more established securities markets in our country of organization, in another country that grants an "equivalent exemption"
to United States corporations, or in the United States, which we refer to as the "Publicly-Traded Test".
|
The jurisdictions where we and our ship-owning subsidiaries are incorporated grant "equivalent exemptions" to United States corporations.
Therefore, we will be exempt from United States federal income taxation with respect to our U.S. source shipping income if we satisfy either the 50% Ownership Test or the Publicly-Traded Test.
50% Ownership Test
Under the regulations, a foreign corporation will satisfy the 50% Ownership Test for a taxable year if (i) for at least half of the
number of days in the taxable year, more than 50% of the value of its shares is owned, directly or constructively through the application of certain attribution rules prescribed by the regulations, by one or more shareholders who are residents of
foreign countries that grant "equivalent exemption" to corporations organized in the United States and (ii) the foreign corporation satisfies certain substantiation and reporting requirements with respect to such shareholders.
These substantiation requirements are onerous and therefore there can be no assurance that we would be able to satisfy them. Even if we
were not able to satisfy the 50% Ownership Test for a taxable year, we may nonetheless qualify for exemption from tax under Section 883 if we are able to satisfy the Publicly-Traded Test, which is described below.
Publicly-Traded Test
The regulations provide that the stock of a foreign corporation will be considered to be "primarily traded" on an established securities
market in a country if the number of shares of each class of stock that is traded during the taxable year on all established securities markets in that country exceeds the number of shares in each such class that is traded during that year on
established securities markets in any other single country.
Under the regulations, the stock of a foreign corporation will be considered "regularly traded" if one or more classes of its stock
representing 50% or more of its outstanding shares, by total combined voting power of all classes of stock entitled to vote and by total combined value of all classes of stock, are listed on one or more established securities markets (such as
Nasdaq Capital Market), which we refer to as the "listing threshold".
The regulations further require that with respect to each class of stock relied upon to meet the listing requirement: (i) such class of
the stock is traded on the market, other than in minimal quantities, on at least sixty (60) days during the taxable year or one-sixth (1/6) of the days in a short taxable year; and (ii) the aggregate number of shares of such class of stock traded
on such market is at least 10% of the average number of shares of such class of stock outstanding during such year or as appropriately adjusted in the case of a short taxable year. Even if a foreign corporation does not satisfy both tests, the
regulations provide that the trading frequency and trading volume tests will be deemed satisfied by a class of stock if such class of stock is traded on an established market in the United States and such class of stock is regularly quoted by
dealers making a market in such stock.
Notwithstanding the foregoing, the regulations provide, in pertinent part, that a class of stock will not be considered to be "regularly
traded" on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class of stock are owned, actually or constructively under specified attribution rules, on more than half
the days during the taxable year by persons who each own directly or indirectly 5% or more of the vote and value of such class of stock, who we refer to as "5% Shareholders". We refer to this restriction in the regulations as the "Closely-Held
Rule".
For purposes of being able to determine our 5% Shareholders, the regulations permit a foreign corporation to rely on Schedule 13G and
Schedule 13D filings with the Commission. The regulations further provide that an investment company that is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% Shareholder for such purposes.
The Closely-Held Rule will not disqualify a foreign corporation, however, if it can establish or substantiate that qualified shareholders
own, actually or constructively under specified attribution rules, sufficient shares in the closely-held block of stock to preclude the shares in the closely-held block that are owned by non-qualified 5% Shareholders from representing 50% or more
of the value of such class of stock for more than half of the days during the tax year. These substantiation requirements are onerous and consequently there can be no assurance that we would be able to satisfy them with respect to any taxable year.
We do not believe that we satisfied that less than 50% of our shares were held for more than half of the days in the 2018 taxable year by non-qualified 5% Shareholders. Additionally, holders of warrants will not be treated as constructive owners of
shares for purposes of the Closely-Held Rule.
Due to the factual nature of the issues involved, there can be no assurance that we or any of our subsidiaries will qualify for the
benefits of Section 883 of the Code for future taxable years.
Taxation in Absence of Exemption
To the extent the benefits of Section 883 are unavailable, our U.S. source gross shipping income, to the extent not considered to be
"effectively connected" with the conduct of a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, otherwise referred to as the "4% Tax".
Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on our shipping income would never exceed 2% under
the 4% Tax.
To the extent the benefits of the Section 883 exemption are unavailable and our U.S. source gross shipping income is considered to be
"effectively connected" with the conduct of a U.S. trade or business, as described below, any such "effectively connected" U.S. source gross shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax
currently imposed at a rate of 21%. In addition, we may be subject to the 30% "branch profits" tax on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain
interest paid or deemed paid attributable to the conduct of our U.S. trade or business.
Our U.S. source gross shipping income would be considered "effectively connected" with the conduct of a U.S. trade or business only if:
|
• |
we have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and
|
|
• |
substantially all of our U.S. source gross shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with
repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
|
We do not intend to have, or permit circumstances that would result in having, any vessel operating to the United States on a regularly
scheduled basis. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S. source gross shipping income will be "effectively connected" with the conduct of a U.S. trade or
business.
United States Taxation of Gain on Sale of Vessels
Regardless of whether we qualify for exemption under Section 883, we will not be subject to United States federal income taxation with
respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under United States federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the
United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United
States.
United States Federal Income Taxation of U.S. Holders
Allocation of Purchase Price and Characterization of a Unit
No statutory, administrative or judicial authority directly addresses the treatment of a unit or instruments similar to a unit for U.S.
federal income tax purposes and, therefore, that treatment is not entirely clear. The acquisition of a unit should be treated for U.S. federal income tax purposes as the acquisition of one common share and two warrants. For U.S. federal income tax
purposes, each holder of a unit must allocate the purchase price paid by such holder for such unit between the common share and warrants based on the relative fair market value of each at the time of issuance. Under U.S. federal income tax law,
each investor must make his or her own determination of such value based on all the relevant facts and circumstances. Therefore, we strongly urge each investor to consult his or her tax adviser regarding the determination of value for these
purposes. The price allocated to each common share and each warrant should be the shareholder's tax basis in such share and each warrant, as the case may be. Any disposition of a unit should be treated for U.S. federal income tax purposes as a
disposition of the common share and warrants comprising the unit, and the amount realized on the disposition should be allocated between the common share and warrants based on their respective relative fair market values at the time of disposition
(as determined by each such unit holder based on all relevant facts and circumstances). The separation of the common share and the warrants comprising a unit should not be a taxable event for U.S. federal income tax purposes.
The foregoing treatment of the common shares and warrants and a holder's purchase price allocation are not binding on the IRS or the
courts. Because there are no authorities that directly address instruments that are similar to the units, no assurance can be given that the IRS or the courts will agree with the characterization described above or the discussion below.
Accordingly, each prospective investor is urged to consult its own tax advisors regarding the tax consequences of an investment in a unit (including alternative characterizations of a unit). The balance of this discussion assumes that the
characterization of the units described above is respected for U.S. federal income tax purposes.
Taxation of Distributions Paid on Common Shares
Subject to the passive foreign investment company, or PFIC, rules discussed below, any distributions made by us with respect to common
shares to a U.S. Holder will generally constitute dividends, which may be taxable as ordinary income or "qualified dividend income" as described in more detail below, to the extent of our current or accumulated earnings and profits, as determined
under U.S. federal income tax principles. Distributions in excess of our earnings and profits will be treated first as a non-taxable return of capital to the extent of the U.S. Holder's tax basis in his common shares on a dollar-for-dollar basis
and thereafter as capital gain. Because we are not a U.S. corporation, U.S. Holders that are corporations will not be entitled to claim a dividends-received deduction with respect to any distributions they receive from us.
Dividends paid on common shares to a U.S. Holder which is an individual, trust, or estate (a "U.S. Non-Corporate Holder") will generally
be treated as "qualified dividend income" that is taxable to such shareholders at preferential U.S. federal income tax rates provided that (1) the common shares are readily tradable on an established securities market in the United States (such as
Nasdaq Capital Market on which the common shares are currently listed); (2) we are not a passive foreign investment company, or PFIC, for the taxable year during which the dividend is paid or the immediately preceding taxable year (which we do not
believe we are, have been or will be); (3) the U.S. Non-Corporate Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend; and (4) certain other
conditions are met.
Any dividends paid by us which are not eligible for these preferential rates will be taxed as ordinary income to a U.S. Holder.
Special rules may apply to any "extraordinary dividend"—generally, a dividend in an amount which is equal to or in excess of 10% of a
shareholder's adjusted basis in a common share—paid by us. If we pay an "extraordinary dividend" on our common shares that is treated as "qualified dividend income", then any loss derived by a U.S. Non-Corporate Holder from the sale or exchange of
such common shares will be treated as long-term capital loss to the extent of such dividend.
Sale, Exchange or other Disposition of Common Shares and Warrants
Assuming we do not constitute a PFIC for any taxable year, a U.S. Holder generally will recognize taxable gain or loss upon a sale,
exchange or other disposition of our common shares or warrants in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder's tax basis in such shares or
warrants. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder's holding period in the common shares or warrants is greater than one year at the time of the sale, exchange or other disposition. A U.S. Holder's
ability to deduct capital losses is subject to certain limitations.
U.S. Federal Income Tax Treatment of the Warrants
Neither we nor a U.S. Holder of a warrant will recognize gain or loss as a result of the U.S. Holder's receipt of our common shares upon
exercise of a warrant. A U.S. Holder's adjusted tax basis in the common shares received will be an amount equal to the U.S. Holder's adjusted tax basis in the warrant being exercised. If the warrants lapse without being exercised, the U.S. Holder
will recognize capital loss in the amount equal to the U.S. Holder's adjusted tax basis in the warrants. A U.S. Holder's holding period for common shares received upon exercise of a warrant will commence on the date the warrant is exercised.
The exercise price of a warrant is subject to adjustment under certain circumstances. If an adjustment increases a proportionate interest
of the holder of a warrant in the fully diluted common shares without proportionate adjustments to the holders of our common shares, U.S. holder of the warrants may be treated as having received a constructive distribution, which may be taxable to
the U.S. holder as a dividend.
The tax consequences of holding and disposing of our common shares is discussed above. U.S. Holders of our warrants should also carefully
review the section titled "Passive Foreign Investment Company Rules" as a U.S. Holder will not be able to make a QEF election with respect to the warrants if we are a PFIC.
Passive Foreign Investment Company Rules
Special U.S. federal income tax rules apply to a U.S. Holder that holds stock, or is treated as holding stock by application of certain
attribution rules (for instance, treating options or warrants as stock), in a foreign corporation classified as a PFIC for U.S. federal income tax purposes. In general, we will be treated as a PFIC with respect to a U.S. Holder if, for any taxable
year in which such holder held our common shares, either:
|
• |
at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a
rental business); or
|
|
• |
at least 50% of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income.
|
For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share of the income and
assets, respectively, of any of our subsidiary corporations in which we own at least 25% of the value of the subsidiary's stock. Income earned, or deemed earned, by us in connection with the performance of services would not constitute passive
income. By contrast, rental income, which includes bareboat hire, would generally constitute "passive income" unless we are treated under specific rules as deriving rental income in the active conduct of a trade or business.
Based on our current operations and future projections, we do not believe that we are, nor do we expect to become, a PFIC with respect to
any taxable year. Although there is no legal authority directly on point, our belief is based principally on the position that, for purposes of determining whether we are a PFIC, the gross income we derive or are deemed to derive from the time
chartering and voyage chartering activities of our wholly-owned subsidiaries should constitute services income, rather than rental income. Correspondingly, we believe that such income does not constitute passive income, and the assets that we or
our wholly-owned subsidiaries own and operate in connection with the production of such income, in particular, the vessels, do not constitute passive assets for purposes of determining whether we are a PFIC. We believe there is substantial legal
authority supporting our position consisting of case law and Internal Revenue Service pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, there
is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. It should be noted that in the absence of any legal authority specifically relating to the statutory provisions governing
PFICs, the Internal Revenue Service or a court could disagree with this position. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC with respect to any taxable year, there can be no assurance
that the nature of our operations will not change in the future.
As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different
taxation rules depending on whether the U.S. Holder of our common shares (but not our warrants) makes an election to treat us as a "Qualified Electing Fund", which election is referred to as a "QEF election". As an alternative to making a QEF
election, a U.S. Holder of our common shares (but not our warrants) should be able to make a "mark-to-market" election with respect to the common shares, as discussed below. In addition, if we were to be treated as a PFIC for any taxable year
ending on or after December 31, 2013, a U.S. Holder would be required to file an IRS Form 8621 for the year with respect to such holder's common shares.
Taxation of U.S. Holders Making a Timely QEF Election
If a U.S. Holder of our common shares makes a timely QEF election, which U.S. Holder is referred to as an "Electing Holder", the Electing
Holder must report each year for U.S. federal income tax purposes his pro rata share of ordinary earnings and our net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether
or not distributions were received from us by the Electing Holder. The Electing Holder's adjusted tax basis in the common shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that
had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the common shares and will not be taxed again once distributed. An Electing Holder would generally recognize capital gain or loss on the sale, exchange
or other disposition of the common shares. A U.S. Holder would make a QEF election with respect to any year that we are a PFIC by filing IRS Form 8621 with his, her or its U.S. federal income tax return. After the end of each taxable year, we will
determine whether we were a PFIC for such taxable year. If we determine or otherwise become aware that we are a PFIC for any taxable year, we will provide each U.S. Holder with all necessary information, including a PFIC Annual Information
Statement, in order to enable such holder to make a QEF election for such taxable year. A U.S. Holder will not be able to make a QEF election in respect of our warrants.
U.S. Holders of our common shares or warrants are urged to consult their own tax advisors regarding the application of the PFIC rules and the QEF rules to them.
Taxation of U.S. Holders Making a "Mark-to-Market" Election
Alternatively, if we were to be treated as a PFIC for any taxable year and, as anticipated, our common shares are treated as "marketable
stock", a U.S. Holder would be allowed to make a "mark-to-market" election with respect to our common shares. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair
market value of the common shares at the end of the taxable year over such U.S. Holder's adjusted tax basis in the common shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder's
adjusted tax basis in the common shares over its fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder's tax basis in his
common shares would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of the common shares would be treated as ordinary income, and any loss realized on the sale, exchange or other
disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the U.S. Holder. Currently, a mark-to-market election may not be made with respect
to our warrants.
Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election
Finally, if we were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make either a timely QEF election or a
timely "mark-to-market" election for that year, whom we refer to as a "Non-Electing Holder", would be subject to special rules with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder
on our common shares in a taxable year in excess of 125 percent of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder's holding period for the common
shares), and (2) any gain realized on the sale, exchange or other disposition of our common shares or warrants. Under these special rules:
|
• |
the excess distribution or gain would be allocated ratably over the Non-Electing Holders' aggregate holding period for the common shares or warrants (as the case may be);
|
|
• |
the amount allocated to the current taxable year and any taxable year before we became a passive foreign investment company would be taxed as ordinary income; and
|
|
• |
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest
charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
|
These penalties would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or
otherwise utilize leverage in connection with its acquisition of our common shares. If a Non-Electing Holder who is an individual dies while owning our common shares, such Non-Electing Holder's successor generally would not receive a step-up in tax
basis with respect to such stock.
United States Federal Income Taxation of Non-U.S. Holders
Dividends paid to a Non-U.S. Holder with respect to our common shares generally should not be subject to U.S. federal income tax, unless
the dividends are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such
holder maintains in the United States).
In addition, a Non-U.S. Holder generally should not be subject to U.S. federal income tax on any gain attributable to a sale or other
disposition of our common shares or warrants unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment
or fixed base that such holder maintains in the United States) or the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of sale or other disposition and certain other conditions are met
(in which case such gain from United States sources may be subject to tax at a 30% rate or a lower applicable tax treaty rate).
Dividends and gains that are effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States (and,
if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally should be subject to tax in the same manner as for a U.S. Holder and, if the Non-U.S. Holder is a
corporation for U.S. federal income tax purposes, it also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.
A Non-U.S. Holder will generally not be subject to U.S. federal income tax upon the acquisition, holding, exercise or lapse of our
warrants.
Backup Withholding and Information Reporting
In general, information reporting for U.S. federal income tax purposes should apply to distributions made on our common shares within the
United States to a non-corporate U.S. Holder and to the proceeds from sales and other dispositions of our common shares or warrants to or through a U.S. office of a broker by a non-corporate U.S. Holder. Payments made (and sales and other
dispositions effected at an office) outside the United States will be subject to information reporting in limited circumstances.
In addition, backup withholding of U.S. federal income tax, currently at a rate of 24%, generally should apply to distributions paid on
our common shares to a non-corporate U.S. Holder and the proceeds from sales and other dispositions of our common shares or warrants by a non-corporate U.S. Holder, who:
|
• |
fails to provide an accurate taxpayer identification number;
|
|
• |
is notified by the IRS that backup withholding is required; or
|
|
• |
fails in certain circumstances to comply with applicable certification requirements.
|
A Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of
its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.
Backup withholding is not an additional tax. Rather, the amount of any backup withholding generally should be allowed as a credit against
a U.S. Holder's or a Non-U.S. Holder's U.S. federal income tax liability and may entitle such holder to a refund, provided that certain required information is timely furnished to the IRS.
Individuals who are U.S. Holders (and to the extent specified in applicable Treasury regulations, certain individuals who are Non-U.S.
Holders and certain U.S. entities) who hold "specified foreign financial assets" (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value
of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury regulations). Specified foreign financial assets would include,
among other assets, the common shares, unless the shares held through an account maintained with a U.S. financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to
reasonable cause and not due to willful neglect. Additionally, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury regulations, an individual Non-U.S. Holder or a U.S. entity) that is required to file IRS Form
8938 does not file such form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed.
U.S. Holders (including U.S. entities) and Non-U.S. Holders are encouraged consult their own tax advisors regarding their reporting obligations under this legislation.
Marshall Islands Tax Consequences
We are incorporated in the Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, no
Marshall Islands withholding tax will be imposed upon payment of dividends by us to its shareholders, and holders of our common shares that are not residents of or domiciled or carrying on any commercial activity in the Marshall Islands will not be
subject to Marshall Islands tax on the sale or other disposition of our common shares.
PLAN OF DISTRIBUTION
We will deliver shares of our common stock upon exercise of the Warrants. As of the date of this prospectus, the Warrants were
exercisable for a total of 13,659,735 common shares, consisting of 4,830,000 common shares issuable upon exercise of the Class B Warrants, a maximum of 8,619,735 common shares issuable upon exercise of the Class C Warrants, and 210,000 common
shares issuable upon exercise of the Representative’s Warrant. For additional information about the Warrants, please see the section of this prospectus entitled “Description of Capital Stock and Warrants”.
EXPENSES RELATING TO THIS OFFERING
The expenses of the offering of the securities to which this prospectus relates were substantially paid in connection with the initial
offering of the Warrants.
LEGAL MATTERS
The validity of the securities offered by this prospectus and certain other legal matters relating to United States and Marshall Islands
law are being passed upon for us by Seward & Kissel LLP, New York, New York.
EXPERTS
The consolidated financial statements of Seanergy Maritime Holdings Corp. appearing in Seanergy Maritime Holdings Corp.'s Annual Report
(Form 20-F) for the year ended December 31, 2018 (including the schedule appearing therein), have been audited by Ernst & Young (Hellas) Certified Auditors-Accountants S.A., independent registered public accounting firm, as set forth in their
report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and
auditing. Ernst & Young (Hellas) Certified Auditors-Accountants S.A. is located at Chimarras 8B, 15125, Maroussi, Athens, Greece and is registered as a corporate body with the public register for company auditors-accountants kept with the Body
of Certified-Auditors-Accountants, or SOEL, Greece with registration number 107.
WHERE YOU CAN FIND MORE INFORMATION
As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the
Commission. This prospectus is a part of that registration statement, which includes additional information. The registration statement, including its exhibits and schedules, may be inspected and copied at the public reference facilities maintained
by the Commission at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1 (800) SEC-0330, and you may obtain copies at prescribed rates from the Public Reference Section
of the Commission at its principal office in Washington, D.C. 20549. The Commission maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file
electronically with the Commission.
Information Provided by the Company
We will furnish holders of our common shares with annual reports containing audited financial statements and a report by our independent
registered public accounting firm. The audited financial statements will be prepared in accordance with U.S. GAAP. As a "foreign private issuer", we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy
statements to shareholders. While we furnish proxy statements to shareholders in accordance with the rules of Nasdaq, those proxy statements do not conform to Schedule 14A of the proxy rules promulgated under the Exchange Act. In addition, as a
"foreign private issuer", our officers and directors are exempt from the rules under the Exchange Act relating to short swing profit reporting and liability.
DOCUMENTS INCORPORATED BY REFERENCE
The Commission allows us to "incorporate by reference" into this prospectus the information we file with, and furnish to it, which means
that we can disclose important information to you by referring you to those filed or furnished documents. The information incorporated by reference is considered to be a part of this prospectus. However, statements contained in this prospectus or
in documents that we file with or furnish to the Commission and that are incorporated by reference into this prospectus will automatically update and supersede information contained in this prospectus, including information in previously filed or
furnished documents or reports that have been incorporated by reference into this prospectus, to the extent the new information differs from or is inconsistent with the old information. We hereby incorporate by reference the documents listed below:
|
• |
our Annual Report on Form 20-F for the year ended December 31, 2018, filed with the Commission on March 25, 2019;
|
|
• |
Our Form 8-A12B, filed with the SEC on September 19, 2007, registering our common shares, par value $0.0001 per share, under Section 12(b) of the Exchange Act, and any amendment filed
thereto; and
|
|
• |
our reports on Form 6-K furnished to the Commission on May 17, 2019, June 14, 2019 (excluding any statements attributed to Stamatis Tsantanis) and June 28, 2019.
|
We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon his or her
written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this prospectus. You may obtain a copy of these documents by writing to or telephoning us at the following address:
Attn: General Counsel, Seanergy Maritime Holdings Corp., 154 Vouliagmenis Avenue, 166 74 Glyfada, Athens, Greece, Tel: +30 2130181507. Alternatively, copies of these documents are available via our website (http://www.seanergymaritime.com/). The
information on our website is not incorporated by reference into this prospectus.
Up to 13,659,735 Common Shares
Issuable Upon Exercise of Outstanding Warrants
____________________________________________
PROSPECTUS
________________________________
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. |
Indemnification of Directors and Officers
|
Under Article VII of our bylaws and under Section 60 of the BCA, we may indemnify anyone who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a
director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. However, such person must have acted in good
faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe that his conduct was unlawful. Under
Section 60 of the BCA and our bylaws, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, does not, of itself, create a presumption that the person did not
act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was
unlawful.
In addition, under Section 60 of the BCA and under our bylaws, we may indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. Such indemnification may be made against expenses (including attorneys' fees) actually and reasonably
incurred by such person or in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. Again, this
is provided that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to
the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
Furthermore, and as provided by both our bylaws and Section 60 of the BCA, when a director or officer of a corporation has been
successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the foregoing instances, or in the defense of a related claim, issue or matter, such person will be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred in connection with such matter.
Likewise, pursuant to our bylaws and Section 60 of the BCA, expenses (our bylaws specifically includes attorneys' fees in expenses)
incurred in defending a civil or criminal action, suit or proceeding by an officer or director may be paid in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it is ultimately determined that such person is not entitled to indemnification. The bylaws further provide that with respect to other employees, such expenses may be paid on the terms and conditions, if any, as the
Board may deem appropriate.
Both Section 60 of the BCA and our bylaws further provide that the foregoing indemnification and advancement of expenses are not
exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in any person's official
capacity and/or as to action in another capacity while holding office.
Under both Section 60 of the BCA and our bylaws, we also have the power to purchase and maintain insurance on behalf of any person who is
or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against such person and incurred by such person in such capacity regardless of whether
the corporation would have the power to indemnify such person against such liability under the foregoing.
Under Section 60 of the BCA (and as provided in our bylaws), the indemnification and advancement of expenses provided by, or granted
under the foregoing continue with regard to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of such person's heirs, executors and administrators unless otherwise provided when authorized or ratified.
Additionally, under Section 60 of the BCA and our bylaws, any repeal or modification of Article VII of our bylaws shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the
corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
In addition to the above, our bylaws provide that references to us includes constituent corporations, and defines "other enterprises" to
include employee benefit plans, "fines" to include excise taxes imposed on a person with respect to an employee benefit plan, and further defines the term "serving at the request of the corporation".
Such limitation of liability and indemnification does not affect the availability of equitable remedies. In addition, we have been
advised that in the opinion of the Commission, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 9. |
Exhibits and Financial Statement Schedules
|
(a) Exhibits
The exhibits filed as part of this registration statement are listed in the index to exhibits immediately preceding such exhibits, which
index to exhibits is incorporated herein by reference.
(b) Financial Statements
The financial statements filed as part of this registration statement are listed in the index to the financial statements immediately
preceding such financial statements, which index to the financial statements is incorporated herein by reference.
The undersigned registrant hereby undertakes:
|
(a)
|
Under Rule 415 of the Securities Act,
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement unless the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is contained in a form of a prospectus filed pursuant to Rule 424(b) that is part of the registration statement;
|
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
|
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement.
|
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the
offering.
|
|
(4)
|
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of
any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant
includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as
current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by
Section 10(a)(3) of the Securities Act of 1933 Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
|
|
(5)
|
That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser;
|
|
(i)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this Registration Statement as of the date the filed
prospectus was deemed part of and included in this Registration Statement; and
|
|
(ii)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of
the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any
such document immediately prior to such effective date.
|
|
(6)
|
That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such
purchaser:
|
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
|
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
|
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
|
(b)
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
|
|
(c)
|
The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription
offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the
underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.
|
|
(e)
|
The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
|
(f) – (g) Not applicable.
|
(h)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
|
|
(i)
|
The undersigned registrant hereby undertakes that :
(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(j)
|
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
|
(k) – (l) Not applicable
Exhibit List
Exhibit
Number
|
Description
|
|
|
1.1
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
4.5
|
|
|
|
5.1
|
|
|
|
8.1
|
|
|
|
23.1
|
|
|
|
23.2
|
|
|
|
23.3
|
|
|
|
24.1
|
|
*
|
Filed herewith
|
(1)
|
Incorporated by reference to Exhibit 1.1 of the registrant's registration statement on Form F-1 filed with the Commission on April 23, 2019.
|
(2)
|
Incorporated herein by reference to Exhibit 4.1 to the registrant's report on Form 6-K filed with the Commission on March 19, 2019.
|
(3)
|
Incorporated herein by reference to Exhibit 4.1 to the registrant's report on Form 6-K filed with the Commission on May 17, 2019.
|
(4)
|
Incorporated herein by reference to Exhibit 4.2 to the registrant's report on Form 6-K filed with the Commission on May 17, 2019.
|
(5)
|
Incorporated herein by reference to Exhibit 4.3 to the registrant's report on Form 6-K filed with the Commission on May 17, 2019.
|
(11)
|
Incorporated by reference to Exhibit 4.4 to the registrant's registration statement on Form F-1 filed with the Commission on April 24, 2019.
|
(12)
|
Incorporated by reference to Exhibit 4.5 to the registrant's registration statement on Form F-1 filed with the Commission on April 23, 2019.
|
(6)
|
Incorporated by reference to Exhibit 5.1 to the registrant's registration statement on Form F-1 filed with the Commission on April 23, 2019.
|
(7)
|
Incorporated by reference to Exhibit 8.1 to the registrant's registration statement on Form F-1 filed with the Commission on April 23, 2019.
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Athens, Country of Greece on July 3, 2019.
|
SEANERGY MARITIME HOLDINGS CORP.
|
|
|
|
|
By:
|
/s/ Stamatios Tsantanis
|
|
|
Name: Stamatios Tsantanis
|
|
|
Title: Chief Executive Officer
|
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Stamatios Tsantanis,
Gary J. Wolfe, Robert E. Lustrin and Edward S. Horton his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for 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 either of them or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on July 3, 2019 in the
capacities indicated.
Signature
|
|
Title
|
|
|
|
/s/ Stamatios Tsantanis*
|
|
Director, Chief Executive Officer and
|
Stamatios Tsantanis
|
|
Chairman of the Board
|
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Stavros Gyftakis*
|
|
Chief Financial Officer
|
Stavros Gyftakis
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
/s/ Christina Anagnostara*
|
|
Director
|
Christina Anagnostara
|
|
|
|
|
|
/s/ Dimitrios Anagnostopoulos*
|
|
Director
|
Dimitrios Anagnostopoulos
|
|
|
|
|
|
/s/ Elias Culucundis*
|
|
Director
|
Elias Culucundis
|
|
|
|
|
|
/s/ Ioannis Kartsonas*
|
|
Director
|
Ioannis Kartsonas
|
|
|
|
|
|
|
|
|
*
|
Pursuant to power of attorney
|
|
|
|
|
|
|
By:
|
/s/ Stamatios Tsantanis
|
|
|
|
Stamatios Tsantanis
|
|
|
|
|
|
|
AUTHORIZED REPRESENTATIVE
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Seanergy Maritime
Holdings Corp., has signed this registration statement in the City of Newark, State of Delaware on July 3, 2019.
|
PUGLISI & ASSOCIATES
|
|
|
|
|
By:
|
/s/ Donald J. Puglisi
|
|
|
Name: Donald J. Puglisi
|
|
|
Title: Managing Director
|