Republic of the Marshall Islands
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N.A.
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Seanergy Maritime Holdings Corp.
154 Vouliagmenis Avenue
166 74 Glyfada
Athens, Greece
Tel: +30 213 0181507
(Address and telephone number of Registrant’s principal executive offices)
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Will Vogel, Esq.
Watson Farley & Williams LLP
250 West 55th Street
New York, New York 10019
(212) 922-2200 (telephone number)
(212) 922-1512 (facsimile number)
(Name, Address and telephone number of agent for service)
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† |
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
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Title of Each Class of Securities to be Registered (1)
|
Amount to be
Registered
|
Proposed Maximum
Aggregate Offering
Price (2)
|
Amount of
Registration
Fee
|
|||||||||
Common shares, par value $0.0001 per share, underlying warrants to purchase common shares
|
187,050,000
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$
|
24,204,270
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|||||||||
Total
|
$
|
24,204,270
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$
|
3,142
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(1) |
The common shares issuable upon the exercise of warrants to purchase common shares being registered hereunder are being registered for sale by the selling shareholders named in the prospectus. Under Rule 416
of the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered include such indeterminate number of common shares as may be issuable with respect to the shares being registered in this registration statement as
a result of any stock splits, stock dividends or other similar events.
|
(2) |
Estimated solely for the purpose of computing the amount of the registration fee for the common shares issuable upon exercise of warrants being registered in
accordance with Rule 457(g) under the Securities Act of 1933, as amended, based upon the higher of (i) the price at which the warrants may be exercised, and (ii) $0.1294, the average of the high and low prices for a share of the registrant’s common stock as reported on the Nasdaq Capital Market on May 6, 2020, which date is a date within five business days
of the filing of this registration statement.
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ii
|
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iii
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v
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1
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3 | |
4 | |
8 |
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9 |
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10 |
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11 |
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13 |
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14 |
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17 |
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20 |
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LEGAL MATTERS | 20 |
20 |
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20 |
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21 |
• |
changes in shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand;
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• |
changes in seaborne and other transportation patterns;
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• |
changes in the supply of or demand for dry bulk commodities, including dry bulk commodities carried by sea, generally or in particular regions;
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• |
changes in the number of newbuildings under construction in the dry bulk shipping industry;
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• |
changes in the useful lives and the value of our vessels and the related impact on our compliance with loan covenants;
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• |
the aging of our fleet and increases in operating costs;
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• |
changes in our ability to complete future, pending or recent acquisitions or dispositions;
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• |
our ability to achieve successful utilization of our expanded fleet;
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• |
changes to our financial condition and liquidity, including our ability to pay amounts that we owe and obtain additional financing to fund capital expenditures, acquisitions and other
general corporate activities;
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• |
risks related to our business strategy, areas of possible expansion or expected capital spending or operating expenses;
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• |
changes in our ability to leverage the relationships and reputation in the dry bulk shipping industry of V.Ships Limited, or V.Ships, our technical manager, and Fidelity Marine Inc., or
Fidelity, our commercial manager;
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• |
changes in the availability of crew, number of off-hire days, classification survey requirements and insurance costs for the vessels in our fleet;
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• |
changes in our relationships with our contract counterparties, including the failure of any of our contract counterparties to comply with their agreements with us;
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• |
loss of our customers, charters or vessels;
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• |
damage to our vessels;
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• |
potential liability from future litigation and incidents involving our vessels;
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• |
our future operating or financial results;
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• |
acts of terrorism, other hostilities, pandemics or other calamities (including, without limitation, the worldwide novel coronavirus outbreak of 2020);
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• |
changes in global and regional economic and political conditions;
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• |
changes in governmental rules and regulations or actions taken by regulatory authorities, particularly with respect to the dry bulk shipping industry;
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• |
our ability to continue as a going concern; and
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• |
other factors listed from time to time in registration statements, reports or other materials that we have filed with or furnished to the U.S. Securities and Exchange Commission, or the
Commission, including our most recent annual report on Form 20-F, which is incorporated by reference into this prospectus.
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Vessel Name
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Year Built
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Dwt
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Flag
|
Yard
|
Type of Employment
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Fellowship
|
2010
|
179,701
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MI
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Daewoo
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Spot
|
Championship(1)
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2011
|
179,238
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MI
|
Sungdong
|
T/C Index Linked(2)
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Partnership
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2012
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179,213
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MI
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Hyundai
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T/C Index Linked(3)
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Knightship(4)
|
2010
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178,978
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LIB
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Hyundai
|
T/C Index Linked(5)
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Lordship
|
2010
|
178,838
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LIB
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Hyundai
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T/C Index Linked(6)
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Gloriuship
|
2004
|
171,314
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MI
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Hyundai
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T/C Index Linked(7)
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Leadership
|
2001
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171,199
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BA
|
Koyo-Imabari
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Spot
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Geniuship
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2010
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170,058
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MI
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Sungdong
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Spot
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Premiership
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2010
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170,024
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IoM
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Sungdong
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T/C Index Linked(8)
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Squireship
|
2010
|
170,018
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LIB
|
Sungdong
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T/C Index Linked(9)
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(1) |
In November 2018, we entered into a financing arrangement with Cargill International SA, or Cargill, according to which this vessel was sold and leased back on a bareboat basis from
Cargill for a five-year-period. We have a purchase obligation at the end of the five-year period and we further have the option to repurchase the vessel at any time during the bareboat charter.
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(2) |
This vessel is being chartered by Cargill. The vessel was delivered to the charterer on November 7, 2018 for a period of employment of 60 months, with an additional period of 24 to 27
months at the charterer’s option. The net daily charter hire is calculated at an index linked rate based on the five T/C routes of the Baltic Capesize Index, or BCI TCE, plus a gross daily scrubber premium of $1,740. In addition, the time
charter provides us with the option to convert the index linked rate to a fixed rate for a period of between three and 12 months priced at the then-prevailing Capesize Forward Freight Agreement rate, or FFA, for the selected period.
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(3) |
This vessel is being chartered by a major European utility and energy company and was delivered to the charterer on September 11, 2019, for a period of minimum 33 to maximum 37 months
with an optional period of about 11 to maximum 13 months. The net daily charter hire is calculated at an index linked rate based on the BCI TCE. In addition, the time charter provides us an option for any period of time during the hire to
be converted into a fixed rate time charter, between three months and 12 months, with a rate corresponding to the prevailing value of the respective Capesize FFA.
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(4) |
In June 2018, we entered into a financing arrangement with AVIC International Leasing Co., Ltd., or AVIC, according to which this vessel was sold and leased back on a bareboat basis
from AVIC’s affiliate, Hanchen Limited, or Hanchen, for an eight-year period. We have a purchase obligation at the end of the eight-year period and we further have the option to repurchase the vessel at any time following the second
anniversary of delivery under the bareboat charter.
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(5) |
This vessel will be chartered by ST Shipping and Transport Pte. Ltd., a fully owned subsidiary of Glencore plc, or Glencore, a leading multinational commodity trading and mining
company, commencing in May 2020 for a period of minimum 36 to maximum 42 months with two optional periods of about 11 to maximum 13 months. The net daily charter hire is calculated at an index linked rate based on the BCI TCE.
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(6) |
This vessel is being chartered by a major European utility and energy company and was delivered to the charterer on August 4, 2019, for a period of minimum 33 to maximum 37 months with
an optional period of about 11 to maximum 13 months. The net daily charter hire is calculated at an index linked rate based on the BCI TCE plus a net daily scrubber premium of $3,735. In addition, the time charter provides us an option
for any period of time during the hire to be converted into a fixed rate time charter, between three months and 12 months, with a rate corresponding to the prevailing value of the respective Capesize FFA.
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(7) |
This vessel is being chartered by a dry bulk charter operator and was delivered to the charterer on April 23, 2020, for a period of minimum 10 to maximum 14 months, in direct
continuation of the previous charter. The net daily charter hire is calculated at an index linked rate based on BCI TCE.
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(8) |
This vessel is being chartered by Glencore and was delivered to the charterer on November 29, 2019 for a period of minimum 36 to maximum 42 months with two optional periods of about 11
to maximum 13 months. The net daily charter hire is calculated at an index linked rate based on BCI TCE plus a gross daily scrubber premium of $2,163.
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(9) |
This vessel is being chartered by Glencore and was delivered to the charterer on December 19, 2019 for a period of minimum 36 to maximum 42 months with two optional periods of about 11
to maximum 13 months. The net daily charter hire is calculated at an index linked rate based on the BCI TCE plus a gross daily scrubber premium of $2,163.
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Common shares issued and outstanding as of May 7, 2020
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262,317,939 common shares.
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||
Common shares offered by the Selling Shareholders
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187,050,000 common shares. These are the shares underlying the Warrants, issued by us in private placements pursuant to the Securities Purchase Agreements.
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Common shares to be outstanding immediately after this offering
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449,367,939 common shares, assuming the exercise of all of the Warrants for cash and without adjustment.
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||
Terms of the offering
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The Selling Shareholders, including their transferees, donees, pledgees, assignees and successors-in-interest, may sell, transfer or otherwise dispose of any or all of the common shares
offered by this prospectus from time to time on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. The common shares may be sold at fixed prices, at
market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices.
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||
Use of proceeds
|
The Selling Shareholders will receive all of the proceeds from the sale of any ordinary shares sold by them pursuant to this prospectus. We will not receive any proceeds from the sale of
the common shares by the Selling Shareholders. See “Use of Proceeds” in this prospectus.
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||
Listing
|
Our common shares are listed on the Nasdaq Capital Market under the symbol “SHIP”. There is no established trading market for the Warrants and we do not intend to list the Warrants on any
exchange or other trading system.
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||
Risk factors
|
Investing in our securities involves a high degree of risk. See “Risk Factors” below, beginning on page 4, and in our Annual Report
on Form 20-F for the year ended December 31, 2019, which is incorporated by reference herein, to read about the risks you should consider before investing in our securities.
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||
• |
766,666 common shares issuable upon the exercise of outstanding Class A warrants at an exercise price of $30.00 per share, which warrants trade on the Nasdaq Capital Market under the ticker
symbol “SHIPW” and expire in December 2021;
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• |
4,830,000 common shares issuable upon the exercise of outstanding Class B warrants at an exercise price of $1.00 per share, which warrants trade on the Nasdaq Capital Market under the
ticker symbol “SHIPZ” and expire in May 2022;
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• |
1,823,529 common shares issuable upon the exercise of the Class B warrants issued to Jelco Delta Holding Corp., or Jelco,
pursuant to a Securities Purchase Agreement dated May 9, 2019 between Jelco and the Company;
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• |
210,000 common shares issuable upon the exercise of a representative’s warrant issued in connection with our public offering
which closed on May 13, 2019, at an exercise price of $1.00, which warrant expires in May 2022;
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• |
35,299,000 common shares issuable upon exercise of outstanding Class D Warrants at an exercise price of $0.12 per share, which warrants
were issued in our public offering which closed on April 2, 2020, expire in April 2025 and are expected to trade on the Nasdaq Capital Market;
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• |
1,764,500 common shares issuable upon the exercise of a representative’s warrant issued in connection with our public offering which closed on April 2, 2020, at an exercise price per share
of $0.2125, which warrant expires in March 2023; and
|
• |
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 revolving 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.
|
• |
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;
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• |
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;
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• |
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.
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• |
our existing shareholders’ proportionate ownership interest in us would decrease;
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• |
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
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• |
the market price of our common shares could decline.
|
• |
766,666 common shares issuable upon the exercise of outstanding Class A warrants at an exercise price of $30.00 per share. The warrants trade on the Nasdaq Capital Market under the ticker
symbol “SHIPW” and expire in December 2021;
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• |
4,830,000 common shares issuable upon the exercise of outstanding Class B warrants at an exercise price of $1.00 per share. The warrants trade on the Nasdaq Capital Market under the
ticker symbol “SHIPZ” and expire in May 2022;
|
• |
1,823,529 common shares issuable upon the exercise of the Class B warrants issued to Jelco, pursuant to a Securities Purchase Agreement dated May 9, 2019 between Jelco and the Company;
|
• |
210,000 common shares issuable upon the exercise of a representative’s warrant issued in connection with our public offering which closed on May 13, 2020, at an exercise price per share
of $1.00, which warrant expires in May 2022;
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• |
35,299,000 common shares issuable upon exercise of outstanding Class D warrants at an exercise price of $0.12 per share (following an adjustment of the exercise price from $0.17 per share
effective on April 22, 2020). The warrants were issued in our public offering which closed on April 2, 2020. The Class D warrants expire in April 2025 and are expected to trade on the
Nasdaq Capital Market;
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• |
1,764,500 common shares issuable upon the exercise of a representative’s warrant issued in connection with our public offering which closed on April 2, 2020, at an exercise price per
share of $0.2125. The warrant expires in March 2023;
|
• |
50,000,000 common shares, registered for resale hereunder, issuable at an exercise price of $0.135 per common share upon exercise of the Warrants issued in the private placement which
closed on April 14, 2020;
|
• |
50,750,000 common shares, registered for resale hereunder, issuable at an exercise price of $0.12 per common share upon exercise of the Warrants issued in the private placement which
closed on April 22, 2020;
|
• |
42,950,000 common shares, registered for resale hereunder, issuable at an exercise price
of $0.12 per common share upon exercise of the Warrants issued in the private placement which closed on May 4, 2020;
|
• |
43,350,000 common shares, registered for resale hereunder, issuable at an exercise
price of $0.12 per common share upon exercise of the Warrants issued in the private placement which closed on May 7, 2020; and
|
• |
2,867,776 common shares shares issuable upon exercise of convertible notes, of which 281,481 common shares are 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 are issuable upon exercise of a conversion option pursuant to the revolving convertible note, dated September 7, 2015, as amended, that we issued to
Jelco, and 1,018,518 common shares are issuable upon exercise of a conversion option pursuant to the convertible note, dated September 27, 2017, as amended, that we issued to Jelco.
|
Selling Shareholder
|
Total
Number of
Common
Shares
Owned
Prior to This
Offering(1)
|
Total
Number of
Common Shares
Underlying the
Warrants and
Offered Hereby
|
Percentage of
Outstanding
Common
Shares Owned
Prior to This
Offering(2)
|
Maximum
Number of
Common
Shares Which May Be Sold
in
This Offering
|
Number of
Common
Shares
Owned
Following
This
Offering
|
Percentage of
Outstanding
Common Shares
Owned
Following This
Offering
|
||||||||||||||||||
Empery Asset Master Ltd(3)
|
12,724,685
|
17,337,949
|
4.99
|
%
|
17,337,949
|
12,724,685
|
2.75
|
%
|
||||||||||||||||
Empery Tax Efficient, LP. (4)
|
2,087,486
|
6,143,883
|
3.04
|
%
|
6,143,883
|
2,087,486
|
0.46
|
%
|
||||||||||||||||
Empery Tax Efficient III, LP(5)
|
1,676,509
|
20,268,668
|
4.99
|
%
|
20,268,668
|
1,676,509
|
0.37
|
%
|
||||||||||||||||
Hudson Bay Master Fund Ltd(6)
|
5,394,000
|
43,474,000
|
9.99
|
%
|
43,474,000
|
5,394,000
|
1.19
|
%
|
||||||||||||||||
Intracoastal Capital LLC(7)
|
4,250,533
|
28,037,500
|
9.99
|
%
|
28,037,500
|
4,250,533
|
0.03
|
%
|
||||||||||||||||
L1 Capital Global Opportunities Master Fund(8)
|
4,300,000
|
28,037,500
|
9.99
|
%
|
28,037,500
|
4,300,000
|
0.94
|
%
|
||||||||||||||||
Sabby Volatility Warrant Master Fund Ltd (9)
|
8,826,714
|
43,750,500
|
4.99
|
%
|
43,750,500
|
8,826,714
|
1.93
|
%
|
(1) |
Excludes common shares underlying the Warrants and offered hereby.
|
(2) |
The terms of the Warrants held by the Selling Shareholders include a blocker provision that restricts exercise to the extent the securities beneficially owned by the selling stockholder and its affiliates would
represent beneficial ownership in excess of 4.99% (or, in the case of Hudson Bay Master Fund Ltd, Intracoastal Capital LLC and L1 Capital Global Opportunities Master Fund, 9.99%) of our common shares outstanding immediately after giving
effect to such exercise, subject to the holder’s option upon notice to us to increase or decrease this beneficial ownership limitation; provided that any increase of such beneficial limitation percentage shall only be effective upon 61 days’
prior notice to us and such increased beneficial ownership percentage shall not exceed 9.99% of our common shares.
|
(3) |
Empery Asset Management LP, the authorized agent of Empery Asset Master Ltd, or EAM, has discretionary authority to vote and dispose of the shares held by EAM and may be deemed to be the beneficial owner of
these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by EAM. EAM, Mr. Hoe and Mr. Lane each
disclaim any beneficial ownership of these shares. The number of common shares owned prior to this offering by the Selling Shareholder and the number of common shares owned following this offering by the Selling Shareholder each include
5,887,531 Common Shares issuable upon exercise of other warrants held by the Selling Shareholder, which warrants contain a 4.99% beneficial ownership blocker substantially similar to those described in footnote (2) above.
|
(4) |
Empery Asset Management LP, the authorized agent of Empery Tax Efficient, LP, or ETE, has discretionary authority to vote and dispose of the shares held by ETE and may be deemed to be the beneficial owner of
these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE. ETE, Mr. Hoe and Mr. Lane each
disclaim any beneficial ownership of these shares. The number of common shares owned prior to this offering by the Selling Shareholder and the number of common shares owned following this offering by the Selling Shareholder each include
476,149 Common Shares issuable upon exercise of other warrants held by the Selling Shareholder, which warrants contain a 4.99% beneficial ownership blocker substantially similar to those described in footnote (2) above.
|
(5) |
Empery Asset Management LP, the authorized agent of Empery Tax Efficient III, LP, or ETE III, has discretionary authority to vote and dispose of the shares held by ETE III and may be deemed to be the beneficial
owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE III. ETE III, Mr. Hoe and
Mr. Lane each disclaim any beneficial ownership of these shares.
|
(6) |
Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC,
which is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these securities.
|
(7) |
Mitchell P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital LLC (“Intracoastal”), have shared voting control and investment discretion over the
securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the securities reported herein that
are held by Intracoastal.
|
(8) |
David Feldman has voting and dispositive power over the securities owned by L1 Capital Global Opportunities Master Fund. The address of L1 Capital Global Opportunities Master Fund is 161A Shedden Road, 1
Artillery Court, PO Box 10085, Grand Cayman KY1-1001, Cayman Islands.
|
(9) |
Sabby Management, LLC serves as the investment manager of Sabby Volatility Warrant Master Fund, Ltd. Hal Mintz is the manager of Sabby Management, LLC and has voting and investment control of the securities
held by Sabby Volatility Warrant Master Fund, Ltd. Each of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over the securities beneficially owned by Sabby Volatility Warrant Master Fund, Ltd., except to the extent of their
respective pecuniary interest therein. The address of Sabby Volatility Warrant Master Fund, Ltd. is c/o Sabby Mgt. LLC, 10 Mountainview Rd., Suite 205, Upper Saddle River, NJ 07458.
|
• |
on an actual basis;
|
• |
on an as adjusted basis, to give effect to events that have occurred between January 1, 2020 and May 7, 2020: (a) $6.3 million of installments paid under our secured long-term debt, other
financial liabilities and due to related parties since December 31, 2019, (b) the issuance of 2,500,000 restricted shares of common stock pursuant to our equity incentive plan, (c) the forfeiture of 111 common shares under our equity
incentive plan,(d) the sale of 35,290,000 units related to the public offering which closed on April 2, 2020 at a price of $0.17 per unit, in exchange for gross proceeds of $6.0 million, or
net proceeds of $5.2 million after deducting an amount of $0.8 million concerning underwriting expenses, commissions related to the offering and other fees, each unit consisting of one common share and one Class D warrant to purchase one
common share, (e) the sale of 3,000,000 common shares and 5,293,500 Class D Warrants, in exchange for gross proceeds and net proceeds of $0.5 million, under the partial exercise of the over-allotment option granted to the representative of
the underwriters pursuant to the public offering which closed on April 2, 2020, (f) the sale of 50,000,000 common shares related to the registered direct offering which closed on April 14, 2020 at a price of $0.135 per share, in exchange
for gross proceeds of $6.8 million, or net proceeds of $6.1 million after deducting an amount of $0.7 million concerning Placement Agent’s fees related to the offering and other fees, (g) the sale of 2,293,500 common shares, in exchange for
gross proceeds of $0.4 million, or net proceeds of $0.3 million, under the exercise of the remaining over-allotment option granted to the representative of the underwriters pursuant to the public offering which closed on April 2, 2020, (h)
the sale of 50,750,000 common shares related to the registered direct offering which closed on April 22, 2020 at a price of $0.12 per share, in exchange for gross proceeds of $6.1
million, or net proceeds of $5.5 million after deducting an amount of $0.6 million concerning Placement Agent’s fees related to the offering and other fees, (i) the issuance of 5,284,500 common shares following the exercise of 5,284,500
Class D Warrants for gross and net proceeds of $0.6 million, (j) the sale of 42,950,000 common shares related to the registered direct offering which closed on May 4, 2020 at a
price of $0.12 per share, in exchange for gross proceeds of $5.2 million, or net proceeds of $4.7 million after deducting an amount of $0.5 million concerning Placement Agent’s fees related to the offering and other fees and (k) the
sale of 43,350,000 common shares related to the registered direct offering which closed on May 7, 2020 at a price of $0.12 per share, in exchange for gross proceeds of $5.2 million,
or net proceeds of $4.7 million after deducting an amount of $0.5 million concerning Placement Agent’s fees related to the offering and other fees; and
|
• |
on an as further adjusted basis, to give effect to (a) 50,000,000 common shares issuable upon exercise of the warrants issued in the
private placement which closed on April 14, 2020 at an exercise price of $0.135 per share, in exchange for gross and net proceeds of $6.8 million, (b) 50,750,000 common shares issuable upon exercise of the warrants issued in the private
placement which closed on April 22, 2020 at an exercise price of $0.12 per share, in exchange for gross and net proceeds of $6.1 million, (c) 42,950,000 common shares issuable upon
exercise of the warrants issued in the private placement which closed on May 4, 2020 at an exercise price of $0.12 per share, in exchange for gross and net proceeds of $5.2 million and (d) 43,350,000 common shares issuable upon exercise of the warrants issued in the private placement which closed on May 7, 2020 at an exercise price of $0.12 per share, in exchange for gross and net proceeds of $5.2 million.
|
(All figures in thousands of U.S. dollars, except for share amounts)
|
Actual
(audited)
|
As Adjusted
(unaudited)*
|
As Further
Adjusted
(unaudited)*
|
|||||||||
Debt:
|
||||||||||||
Secured long-term debt, other financial liabilities and due to related parties, net of deferred finance costs (net of deferred finance costs of $2,556)
|
$
|
207,303
|
$
|
201,018
|
$
|
201,018
|
||||||
Convertible notes (net of deferred finance costs of $229)
|
14,608
|
14,608
|
14,608
|
|||||||||
Total debt
|
$
|
221,911
|
$
|
215,626
|
$
|
215,626
|
||||||
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 December 31, 2019; 26,900,050 shares issued and outstanding as at December 31, 2019; 262,317,939 shares
issued and outstanding as adjusted; 449,367,939 shares issuable as further adjusted.
|
$
|
3
|
$
|
26
|
$
|
45
|
||||||
Additional paid-in capital (excluding shareholder’s convertible notes)
|
370,742
|
398,459
|
421,636
|
|||||||||
Additional paid-in capital - Shareholder’s convertible notes
|
35,354
|
35,354
|
35,354
|
|||||||||
Accumulated deficit - Shareholder’s convertible notes accumulated amortization
|
(11,476
|
)
|
(11,476
|
)
|
(11,476
|
)
|
||||||
Accumulated deficit (excluding shareholder’s convertible notes accumulated amortization)
|
(364,765
|
)
|
(364,765
|
)
|
(364,765
|
)
|
||||||
Total Shareholders’ equity
|
29,858
|
57,598
|
80,794
|
|||||||||
Total capitalization
|
$
|
251,769
|
$
|
273,224
|
$
|
296,420
|
* |
The As Adjusted and the As Further Adjusted Additional paid-in capital and the Accumulated deficit do not include the incentive plan charge from January 1, 2020 to May 7, 2020.
|
Marshall Islands
|
Delaware
|
|
Shareholder Meetings
|
||
Held at a time and place as designated in the bylaws.
|
May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors.
|
|
Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the articles of incorporation or by the bylaws.
|
Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.
|
|
May be held in or outside of the Marshall Islands.
|
May be held in or outside of Delaware.
|
|
Notice:
|
Notice:
|
|
Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the
meeting and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person calling the meeting.
|
Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of
the meeting, and the means of remote communication, if any.
|
|
A copy of the notice of any meeting shall be given personally or sent by mail not less than 15 nor more than 60 days before the meeting.
|
Written notice shall be given not less than 10 nor more than 60 days before the meeting.
|
|
Shareholders’ Voting Rights
|
||
Any action required to be taken by a meeting of shareholders may be taken without a meeting if consent is in writing and is signed by all the shareholders entitled to vote with respect to
the subject matter thereof.
|
Any action required to be taken by a meeting of shareholders may be taken without a meeting if a consent for such action is in writing and is signed by shareholders having not less than the
minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
|
|
Any person authorized to vote may authorize another person or persons to act for him by proxy.
|
Any person authorized to vote may authorize another person or persons to act for him by proxy.
|
Marshall Islands
|
Delaware
|
|
Unless otherwise provided in the articles of incorporation or the bylaws, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than
one-third of the common shares entitled to vote at a meeting.
|
For stock corporations, the certificate of incorporation or bylaws may specify the number of shares required to constitute a quorum but in no event shall a quorum consist of less than
one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum.
|
|
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
|
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
|
|
The articles of incorporation may provide for cumulative voting in the election of directors.
|
The certificate of incorporation may provide for cumulative voting in the election of directors.
|
|
Removal:
|
Removal:
|
|
If the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders.
Any or all of the directors may be removed for cause by vote of the shareholders.
|
Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote except: (1) unless the certificate of
incorporation otherwise provides, in the case of a corporation whose board is classified, shareholders may effect such removal only for cause, or (2) if the corporation has cumulative voting, if less than the entire board is to be removed, no
director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of
directors, at an election of the class of directors of which such director is a part.
|
|
Directors
|
||
Number of board members can be changed by an amendment to the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw.
|
Number of board members shall be fixed by, or in a manner provided by, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the
number shall be made only by amendment to the certificate of incorporation.
|
|
The board of directors must consist of at least one member.
|
The board of directors must consist of at least one member.
|
|
If the board of directors is authorized to change the number of directors, it can only do so by a majority of the entire board of directors and so long as no decrease in the number shortens
the term of any incumbent director.
|
Marshall Islands
|
Delaware
|
|
Dissenter’s Rights of Appraisal
|
||
Shareholders have a right to dissent from any plan of merger, consolidation or sale of all or substantially all assets not made in the usual course of business, and receive payment of the
fair value of their shares. However, the right of a dissenting shareholder under the BCA to receive payment of the appraised fair value of his shares is not available 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.
|
Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, subject to limited exceptions, such as a merger or
consolidation of corporations listed on a national securities exchange in which listed shares are the offered consideration or if such shares are held of record by more than 2,000 holders.
|
|
A holder of any adversely affected shares who does not vote on or consent in writing to an amendment to the articles of incorporation has the right to dissent and to receive payment for
such shares if the amendment:
|
||
Alters or abolishes any preferential right of any outstanding shares having preference; or
|
||
Creates, alters or abolishes any provision or right in respect to the redemption of any outstanding shares.
|
||
Alters or abolishes any preemptive right of such holder to acquire shares or other securities; or
|
||
Excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of
any existing or new class.
|
||
Shareholders’ Derivative Actions
|
||
An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of voting trust certificates or of a beneficial interest in such shares
or certificates. It shall be made to appear that the plaintiff is such a holder at the time the action is brought and that he was such a holder at the time of the transaction of which he complains, or that his shares or his interest therein
devolved upon him by operation of law.
|
In any derivative suit instituted by a shareholder or a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the
transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law.
|
|
A complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board of directors or the reasons for not making such effort. Such
action shall not be discontinued, compromised or settled without the approval of the High Court of the Republic of The Marshall Islands.
|
||
Attorneys’ fees may be awarded if the action is successful.
|
||
A corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of stock and the common shares have
a value of less than $50,000.
|
Commission registration fee
|
$
|
3,142
|
||
Financial Industry Regulatory Authority Filing fee
|
$
|
*
|
||
Printing expenses
|
$
|
*
|
||
Legal fees and expenses
|
$
|
*
|
||
Accounting fees and expenses
|
$
|
*
|
||
Miscellaneous fees and expenses
|
$
|
*
|
||
Total
|
$
|
*
|
• |
our Annual Report on Form 20-F for the year ended December 31, 2019, filed with the Commission on March 5, 2020;
|
• |
our Report on Form 6-K furnished to the Commission on March 5, 2020;
|
• |
our Report on Form 6-K furnished to the Commission on April 3, 2020;
|
• |
our Reports on Form 6-K furnished to the Commission on April 14, 2020;
|
• |
our Report on Form 6-K furnished to the Commission on April 21, 2020;
|
• |
our Report on Form 6-K furnished to the Commission on April 24, 2020;
|
• |
our Report on Form 6-K furnished to the Commission on April 30, 2020;
|
• |
our Report on Form 6-K furnished to the Commission on May 1, 2020; and
|
• |
our Report on Form 6-K furnished to the Commission on May 6, 2020.
|
Item 8. |
Indemnification of Directors and Officers
|
Item 9. |
Exhibits and Financial Statement Schedules
|
Item 10. |
Undertakings
|
(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) – (d) |
Not applicable.
|
(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.
|
(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.
|
Exhibit
Number
|
Description
|
1.1
|
Form of Underwriting Agreement*
|
Specimen Common Stock Certificate (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)
|
|
Opinion of Watson Farley & Williams LLP as to the validity of the securities**
|
|
Opinion of Watson Farley & Williams LLP with respect to certain tax matters**
|
|
Consent of Ernst & Young (Hellas) Certified Auditors-Accountants S.A.**
|
|
Consent of Watson Farley & Williams LLP (included in its opinion filed as Exhibit 5.1)
|
|
Consent of Watson Farley & Williams LLP (included in its opinion filed as Exhibit 8.1)
|
|
Powers of Attorney (included in the signature pages hereto)
|
* |
To be filed either as an amendment to this Registration Statement or as an exhibit to a report of the Registrant filed pursuant to the Exchange Act and
incorporated by reference into this Registration Statement.
|
** |
Filed herewith
|
SEANERGY MARITIME HOLDINGS CORP.
|
||
By:
|
/s/ Stamatios Tsantanis
|
|
Name:
|
Stamatios Tsantanis
|
|
Title:
|
Chief Executive Officer
|
Signature
|
Title
|
/s/ Stamatios Tsantanis
|
Director, Chief Executive Officer and
Chairman of the Board (Principal Executive Officer)
|
Stamatios Tsantanis
|
|
/s/ Stavros Gyftakis
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
Stavros Gyftakis
|
|
/s/ Christina Anagnostara
|
Director
|
Christina Anagnostara
|
|
/s/ Dimitrios Anagnostopoulos
|
Director
|
Dimitrios Anagnostopoulos
|
|
/s/ Elias Culucundis
|
Director
|
Elias Culucundis
|
|
/s/ Ioannis Kartsonas
|
Director
|
Ioannis Kartsonas
|
PUGLISI & ASSOCIATES
|
||
/s/ Donald J. Puglisi
|
||
Name:
|
Donald J. Puglisi
|
|
Title:
|
Managing Director
|
Seanergy Maritime Holdings Corp.
16 Grigoriou Lambraki Street
166 74 Glyfada
Athens, Greece
|
|
Our reference: 31339.50005/80748356v3
|
(i)
|
the Registration Statement and the prospectus included therein (the “Prospectus”);
|
(ii)
|
the Warrants;
|
(iii)
|
the Company’s restated articles of incorporation and second amended and restated bylaws of the Company (each as amended to date, the “Articles” and “Bylaws”); and
|
(iv)
|
such other papers, documents, agreements, certificates of public officials and certificates of representatives of the Company, as we have
deemed relevant and necessary as the basis for the opinions hereafter expressed.
|
1.
|
The Warrant Shares have been duly authorized by the Company.
|
2.
|
The Warrant Shares, when issued, sold and paid for upon exercise of the Warrants in accordance with the terms of the Warrants, will be validly
issued, fully paid, and nonassessable.
|
Seanergy Maritime Holdings Corp.
16 Grigoriou Lambraki Street
166 74 Glyfada
Athens, Greece
|
|
Our reference: 31339.50005/80738304v3
|
(i)
|
the Registration Statement and the prospectus included therein (the “Prospectus”); and
|
(ii)
|
such other papers, documents, agreements, certificates of public officials and certificates of representatives of the Company, as we have
deemed relevant and necessary as the basis for the opinions hereafter expressed.
|
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