SEC Form F-3 filed by Seanergy Maritime Holdings Corp.
Republic of the Marshall Islands | | | N.A. |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification No.) |
† | 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. |
• | a base prospectus which covers the offering, issuance and sale by us of up to $300 million in the aggregate of the securities identified below from time to time in one or more offerings; and |
• | an at-the-market prospectus supplement (the “ATM Prospectus”) covering the offering, issuance and sale by us of our common shares (including related preferred share purchase rights), having an aggregate offering price of up to $24.9 million, that may be issued and sold under an At-Market Issuance Sales Agreement, or the sales agreement, as amended, with B. Riley Securities, Inc. as our sales agent or principal. |
(1) | shares of our common stock (including related preferred stock purchase rights); |
(2) | shares of our preferred stock; |
(3) | our debt securities; |
(4) | our warrants; |
(5) | our purchase contracts; |
(6) | our rights; |
(7) | our depositary shares; and |
(8) | our units. |
• | changes in shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand; |
• | changes in seaborne and other transportation patterns; |
• | changes in the supply of or demand for dry bulk commodities, including dry bulk commodities carried by sea, generally or in particular regions; |
• | changes in the number of newbuildings under construction in the dry bulk shipping industry; |
• | changes in the useful lives and the value of our vessels and other vessels we may acquire and the related impact on our compliance with covenants under our financing agreements; |
• | the aging of our fleet and increases in operating costs; |
• | changes in our ability to complete future, pending or recent acquisitions or dispositions; |
• | our ability to achieve successful utilization of our fleet; |
• | 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; |
• | risks related to our business strategy, areas of possible expansion or expected capital spending or operating expenses; |
• | changes in our ability to leverage the relationships and reputation in the dry bulk shipping industry of V.Ships Greece Ltd., or V. Ships Greece, and Global Seaways S.A., or Global Seaways, our technical and crew managers of certain of our vessels, and Fidelity Marine Inc., or Fidelity, our commercial manager; |
• | changes in the availability of crew, number of off-hire days, classification survey requirements and insurance costs for the vessels in our fleet; |
• | changes in our relationships with our contract counterparties, including the failure of any of our contract counterparties to comply with their agreements with us; |
• | loss of our customers, charters or vessels; |
• | damage to our vessels; |
• | potential liability from future litigation and incidents involving our vessels; |
• | our future operating or financial results; |
• | acts of terrorism, war, piracy and other hostilities; |
• | public health threats, pandemics, epidemics, and other disease outbreaks or reemergences, including but not limited to the COVID-19 pandemic (and various variants that may emerge) and governmental responses and other effects thereto, including their effects on demand for dry bulk products, crew changes and the transportation thereof; |
• | changes in global and regional economic and political conditions; |
• | general domestic and international political conditions or events, including “trade wars” and the ongoing war between Russia and Ukraine and related sanctions, the war between Israel and Hamas or the Houthi crisis in the Red Sea; |
• | changes in governmental rules and regulations or actions taken by regulatory authorities, particularly with respect to the dry bulk shipping industry; |
• | our ability to continue as a going concern; and |
• | other factors discussed under “Risk Factors” and other important factors listed from time to time in registration statements, reports or other materials that we have filed with or furnished to the SEC, including our most recent Annual Report, which is incorporated by reference into this prospectus. |
• | not be redeemable; |
• | entitle holders to quarterly dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in common shares or a subdivision of our outstanding common shares (by reclassification or otherwise), declared on common shares since the immediately preceding quarterly dividend payment date; and |
• | entitle holders to one vote on all matters submitted to a vote of the shareholders of the Company. |
• | Flip In. If an Acquiring Person obtains beneficial ownership of 10% (15% in the case of a passive institutional investor) or more of our common shares, then each Right will entitle the holder thereof to purchase, for the Exercise Price, a number of common shares (or, in certain circumstances, cash, property or other securities of ours) having a then-current market value of twice the Exercise Price. However, the Rights are not exercisable following the occurrence of the foregoing event until such time as the Rights are no longer redeemable by us, as further described below. |
• | Flip Over. If, after an Acquiring Person obtains 10% (15% in the case of a passive institutional investor) or more of our common shares, (i) the Company merges into another entity; (ii) an acquiring entity merges into the Company; or (iii) the Company sells or transfers 50% or more of its assets, cash flow or earning power, then each Right (except for Rights that have previously been voided as set forth above) will entitle the holder thereof to purchase, for the Exercise Price, a number of common shares of the person engaging in the transaction having a then-current market value of twice the Exercise Price. |
• | Notional Shares. Shares held by affiliates and associates of an Acquiring Person, including certain entities in which the Acquiring Person beneficially owns a majority of the equity securities, and Notional Common Shares (as defined in the Rights Agreement) held by counterparties to a Derivatives Contract (as defined in the Rights Agreement) with an Acquiring Person, will be deemed to be beneficially owned by the Acquiring Person. |
Marshall Islands | | | Delaware |
Shareholder Meetings | |||
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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. |
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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. |
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May be held in or outside of the Marshall Islands. | | | May be held in or outside of Delaware. |
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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. 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. | | | 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, if any, date and hour of the meeting, and the means of remote communication, if any. Written notice shall be given not less than 10 nor more than 60 days before the meeting. |
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Shareholders’ Voting Rights | |||
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Unless otherwise provided in the articles of incorporation, any action required by the BCA to be taken at a meeting of shareholders may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof, or if the articles of incorporation so provide, by the holders of outstanding shares 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 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. |
Marshall Islands | | | Delaware |
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. |
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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. |
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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. |
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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. |
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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. The articles of incorporation or the specific provisions of a bylaw may provide for such removal by action of the board. | | | Removal: 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. |
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Directors | |||
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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. |
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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. | | | The board of directors must consist of at least one member. |
Marshall Islands | | | Delaware |
Dissenter’s Rights of Appraisal | |||
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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 or any sale or exchange of all or substantially all assets, 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. |
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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. | | |
Marshall Islands | | | Delaware |
Shareholders’ Derivative Actions | |||
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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. |
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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. | | ||
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Reasonable expenses including attorneys’ fees may be awarded if the action is successful. | | | |
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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 $50,000 or less. | | |
• | the designation, aggregate principal amount and authorized denominations; |
• | the issue price, expressed as a percentage of the aggregate principal amount; |
• | the maturity date; |
• | the interest rate per annum, if any; |
• | if the debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the date on which payment of interest will commence and the regular record dates for interest payment dates; |
• | whether the debt securities will be our senior or subordinated securities; |
• | whether the debt securities will be our secured or unsecured obligations; |
• | the applicability of and terms of any guarantees; |
• | any period or periods during which, and the price or prices at which, we will have the option to or be required to redeem or repurchase the debt securities of the series and the other material terms and provisions applicable to such redemption or repurchase; |
• | any optional or mandatory sinking fund provisions; |
• | any conversion or exchangeability provisions; |
• | if other than denominations of $1,000 and any integral multiple thereof, the denominations in which debt securities of the series will be issuable; |
• | if other than the full principal amount, the portion of the principal amount of the debt securities of the series which will be payable upon acceleration or provable in bankruptcy; |
• | any events of default not set forth in this prospectus; |
• | the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the United States of America; |
• | if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the debt securities of the series are stated to be payable, the period or periods within which, and the terms and conditions upon which, the election may be made; |
• | whether interest will be payable in cash or additional securities at our or the holder’s option and the terms and conditions upon which the election may be made; |
• | if denominated in a currency or currencies other than the currency of the United States of America, the equivalent price in the currency of the United States of America for purposes of determining the voting rights of holders of those debt securities under the applicable indenture; |
• | if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the debt securities of the series are stated to be payable, the manner in which the amounts will be determined; |
• | any covenants or other material terms relating to the debt securities, and whether or not such covenants or material terms are consistent with those contained in the applicable indenture; |
• | whether the debt securities will be issued in the form of global securities or certificates in registered form; |
• | any listing on any securities exchange or quotation system; |
• | additional provisions, if any, related to defeasance and discharge of the debt securities; and |
• | any other special features of the debt securities. |
• | our ability to incur either secured or unsecured debt, or both; |
• | our ability to make certain payments, dividends, redemptions or repurchases; |
• | our ability to create dividend and other payment restrictions affecting our subsidiaries; |
• | our ability to make investments; |
• | mergers and consolidations by us; |
• | sales of assets by us; |
• | our ability to enter into transactions with affiliates; |
• | our ability to incur liens; and |
• | sale and leaseback transactions. |
(1) | changes the amount of securities whose holders must consent to an amendment, supplement or waiver; |
(2) | reduces the rate of or changes the interest payment time on any security or alters its redemption provisions (other than any alteration to any such section which would not materially adversely affect the legal rights of any holder under the indenture) or the price at which we are required to offer to purchase the securities; |
(3) | reduces the principal or changes the maturity of any security or reduces the amount of, or postpones the date fixed for, the payment of any sinking fund or analogous obligation; |
(4) | waives a default or event of default in the payment of the principal of or interest, if any, on any security (except a rescission of acceleration of the securities of any series by the holders of at least a majority in principal amount of the outstanding securities of that series and a waiver of the payment default that resulted from such acceleration); |
(5) | makes the principal of or interest, if any, on any security payable in any currency other than that stated in the security; |
(6) | makes any change with respect to holders’ rights to receive principal and interest, the terms pursuant to which defaults can be waived, certain modifications affecting shareholders or certain currency-related issues; or |
(7) | waives a redemption payment with respect to any security or changes any of the provisions with respect to the redemption of any securities; will be effective against any holder without his consent. |
• | default in any payment of interest when due which continues for 30 days; |
• | default in any payment of principal or premium when due; |
• | default in the deposit of any sinking fund payment when due; |
• | default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after we receive notice of the default; |
• | default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly responsible or liable therefor) having a principal amount in excess of a minimum amount set forth in the applicable subsequent filings, whether such indebtedness now exists or is hereafter created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive notice of the default; and |
• | events of bankruptcy, insolvency or reorganization. |
• | the title of such warrants; |
• | the aggregate number of such warrants; |
• | the price or prices at which such warrants will be issued; |
• | the currency or currencies in which the price of such warrants will be payable; |
• | the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of such warrants; |
• | the price at which, and the currency or currencies in which, the securities or other rights purchasable upon exercise of such warrants may be purchased; |
• | the date on which the right to exercise such warrants shall commence and the date on which such right shall expire; |
• | if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time; |
• | if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security; |
• | if applicable, the date on and after which such warrants and the related securities will be separately transferable; |
• | information with respect to book-entry procedures, if any; |
• | if applicable, a discussion of any material U.S. federal income tax considerations; and |
• | any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. |
• | the exercise price for the rights; |
• | the number of rights issued to each shareholder; |
• | the extent to which the rights are transferable; |
• | any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights; |
• | the date on which the right to exercise the rights will commence and the date on which the right will expire; |
• | the amount of rights outstanding; |
• | the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; and |
• | the material terms of any standby underwriting arrangement entered into by us in connection with the rights offering. |
• | the material terms of the depositary shares and of the underlying preferred stock; |
• | the identity of the bank depositary and the material terms of the depositary agreement; |
• | any limitation on the depositary's liability; |
• | all fees and charges that a holder of depositary shares will have to pay, either directly or indirectly; |
• | any procedure for voting the deposited securities; |
• | any procedure for collecting and distributing dividends; |
• | any material provisions relating to the issuance, payment, settlement, transfer or exchange of the depositary shares; and |
• | any applicable material United States federal income tax considerations. |
• | the terms of the units and of the depositary shares, rights, purchase contracts, warrants, debt securities, preferred shares and/or common shares (including preferred stock purchase rights) comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately; |
• | a description of the terms of any unit agreement governing the units; |
• | if applicable, a discussion of any material U.S. federal income tax considerations; and |
• | a description of the provisions for the payment, settlement, transfer or exchange or the units. |
• | a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction; |
• | purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; |
• | ordinary brokerage transactions and transactions in which a broker solicits purchasers; or |
• | trading plans entered into by us pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of our securities on the basis of parameters described in such trading plans. |
• | enter into transactions involving short sales of our common shares by broker-dealers; |
• | sell common shares short and deliver the shares to close out short positions; |
• | enter into option or other types of transactions that require us to deliver common shares to a broker-dealer, who will then resell or transfer the common shares under this prospectus; or |
• | loan or pledge the common shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares. |
SEC registration fee | | | $44,280 |
FINRA filing fee | | | $* |
Nasdaq listing fee | | | $* |
Legal fees and expenses | | | $* |
Accounting fees and expenses | | | $* |
Printing and engraving expenses | | | $* |
Transfer agent and registrar fees | | | $* |
Indenture trustee fees and expenses | | | $* |
Blue sky fees and expenses | | | $* |
Miscellaneous | | | $* |
Total | | | $* |
* | To be provided by a prospectus supplement or as an exhibit to Report on Form 6-K that is incorporated by reference into this registration statement. |
• | our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on April 3, 2024; |
• | our Report on Form 6-K filed with the SEC on April 12, 2024; |
• | our Report on Form 6-K filed with the SEC on May 17, 2024, excluding the statements attributed to the Company’s Chairman and Chief Executive Officer; and |
• | our Report on Form 6-K filed with the SEC on June 14, 2024, excluding the statements attributed to the Company’s Chairman and Chief Executive Officer. |
• | changes in shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand; |
• | changes in seaborne and other transportation patterns; |
• | changes in the supply of or demand for dry bulk commodities, including dry bulk commodities carried by sea, generally or in particular regions; |
• | changes in the number of newbuildings under construction in the dry bulk shipping industry; |
• | changes in the useful lives and the value of our vessels and other vessels we may acquire and the related impact on our compliance with covenants under our financing agreements; |
• | the aging of our fleet and increases in operating costs; |
• | changes in our ability to complete future, pending or recent acquisitions or dispositions; |
• | our ability to achieve successful utilization of our fleet; |
• | 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; |
• | risks related to our business strategy, areas of possible expansion or expected capital spending or operating expenses; |
• | changes in our ability to leverage the relationships and reputation in the dry bulk shipping industry of V.Ships Greece Ltd., or V. Ships Greece, and Global Seaways S.A., or Global Seaways, our technical and crew managers of certain of our vessels, and Fidelity Marine Inc., or Fidelity, our commercial manager; |
• | changes in the availability of crew, number of off-hire days, classification survey requirements and insurance costs for the vessels in our fleet; |
• | changes in our relationships with our contract counterparties, including the failure of any of our contract counterparties to comply with their agreements with us; |
• | loss of our customers, charters or vessels; |
• | damage to our vessels; |
• | potential liability from future litigation and incidents involving our vessels; |
• | our future operating or financial results; |
• | acts of terrorism, war, piracy and other hostilities; |
• | public health threats, pandemics, epidemics, and other disease outbreaks or re-emergences, including but not limited to the COVID-19 pandemic (and various variants that may emerge) and governmental responses and other effects thereto, including their effects on demand for dry bulk products, crew changes and the transportation thereof; |
• | changes in global and regional economic and political conditions; |
• | general domestic and international political conditions or events, including “trade wars” and the ongoing war between Russia and Ukraine and related sanctions, the war between Israel and Hamas or the Houthi crisis in the Red Sea; |
• | changes in governmental rules and regulations or actions taken by regulatory authorities, particularly with respect to the dry bulk shipping industry; |
• | our ability to continue as a going concern; and |
• | other factors discussed under “Risk Factors” and other important factors listed from time to time in registration statements, reports or other materials that we have filed with or furnished to the SEC, including our most recent annual report on Form 20-F, which is incorporated by reference into this prospectus supplement. |
Vessel Name | | | Capacity (DWT) | | | Year Built | | | Yard | | | Scrubber Fitted | | | Employment Type | | | FFA conversion option(1) | | | Minimum time charter (“T/C”) expiration | | | Maximum T/C expiration(2) | | | Charterer |
Titanship(3) | | | 207,855 | | | 2011 | | | NACKS | | | — | | | T/C Index Linked | | | Yes | | | 09/2024 | | | 01/2025 | | | Olam |
Patriotship | | | 181,709 | | | 2010 | | | Imabari | | | Yes | | | T/C Index Linked | | | Yes | | | 01/2025 | | | 04/2025 | | | Glencore |
Dukeship | | | 181,453 | | | 2010 | | | Sasebo | | | — | | | T/C Index Linked | | | Yes | | | 05/2024 | | | 09/2024 | | | NYK |
Paroship | | | 181,415 | | | 2012 | | | Koyo – Imabari | | | Yes | | | T/C Index Linked | | | Yes | | | 08/2025 | | | 01/2026 | | | Oldendorff |
Worldship | | | 181,415 | | | 2012 | | | Koyo – Imabari | | | Yes | | | T/C Index Linked | | | Yes | | | 10/2025 | | | 02/2026 | | | NYK |
Iconship | | | 181,392 | | | 2013 | | | Imabari | | | — | | | T/C Index Linked | | | Yes | | | 03/2026 | | | 06/2026 | | | Costamare |
Hellasship | | | 181,325 | | | 2012 | | | Imabari | | | — | | | T/C Index Linked | | | Yes | | | 12/2024 | | | 04/2025 | | | NYK |
Honorship | | | 180,242 | | | 2010 | | | Imabari | | | — | | | T/C Index Linked | | | Yes | | | 03/2025 | | | 07/2025 | | | NYK |
Vessel Name | | | Capacity (DWT) | | | Year Built | | | Yard | | | Scrubber Fitted | | | Employment Type | | | FFA conversion option(1) | | | Minimum time charter (“T/C”) expiration | | | Maximum T/C expiration(2) | | | Charterer |
Fellowship | | | 179,701 | | | 2010 | | | Daewoo | | | — | | | T/C Index Linked | | | Yes | | | 06/2024 | | | 10/2024 | | | Anglo American |
Championship | | | 179,238 | | | 2011 | | | Sungdong SB | | | Yes | | | T/C Index Linked | | | Yes | | | 04/2025 | | | 11/2025 | | | Cargill |
Partnership | | | 179,213 | | | 2012 | | | Hyundai | | | Yes | | | T/C Index Linked | | | Yes | | | 09/2024 | | | 12/2024 | | | Uniper |
Knightship | | | 178,978 | | | 2010 | | | Hyundai | | | Yes | | | T/C Index Linked | | | Yes | | | 11/2025 | | | 01/2026 | | | Glencore |
Lordship(4) | | | 178,838 | | | 2010 | | | Hyundai | | | Yes | | | T/C Index Linked | | | Yes | | | 01/2026 | | | 05/2026 | | | Costamare |
Friendship | | | 176,952 | | | 2009 | | | Namura | | | — | | | T/C Index Linked | | | Yes | | | 12/2024 | | | 04/2025 | | | NYK |
Flagship | | | 176,387 | | | 2013 | | | Mitsui | | | — | | | T/C Index Linked | | | Yes | | | 05/2026 | | | 07/2026 | | | Cargill |
Geniuship | | | 170,057 | | | 2010 | | | Sungdong SB | | | — | | | T/C Index Linked | | | Yes | | | 06/2025 | | | 09/2025 | | | NYK |
Premiership | | | 170,024 | | | 2010 | | | Sungdong SB | | | Yes | | | T/C Index Linked | | | Yes | | | 03/2025 | | | 05/2025 | | | Glencore |
Squireship | | | 170,018 | | | 2010 | | | Sungdong SB | | | Yes | | | T/C Index Linked | | | Yes | | | 04/2025 | | | 06/2025 | | | Glencore |
Total / Average age | | | 3,236,212 | | | 13.3 years | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
(1) | The Company has the option to convert the index-linked rate to fixed for periods ranging between 1 and 12 months, based on the prevailing Capesize FFA Rate for the selected period. |
(2) | The latest redelivery date does not include any additional optional periods. |
(3) | The vessel is operated by the Company on the basis of a 12-month bareboat charter-in contract with the owners of the vessel, including a purchase option at the end of the bareboat charter. |
(4) | The vessel will be delivered to the charterer around the end of July 2024, following completion of her scheduled drydocking. |
(1) | The number of our common shares that are outstanding as of July 10, 2024 and that are expected to be outstanding following completion of the offering excludes: |
• | up to 27,304 common shares issuable upon the exercise of our Class D Warrants (at an exercise price of $13.64 per share) which expire in April 2025; and |
• | up to 269,459 common shares that may be issued upon the exercise of our Class E Warrants (at an exercise price of $4.64 per share) which expire in August 2025. |
(2) | Assuming that all $24.9 million common shares offered hereby are sold at an assumed offering price of $10.22 per common share, such price being the last reported sale price of our common shares on Nasdaq on July 9, 2024. |
• | our existing shareholders' proportionate ownership interest in us would decrease; |
• | the proportionate amount of cash available for dividends payable per common share 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. |
• | 27,304 common shares issuable upon the exercise of outstanding Class D warrants at an exercise price of $13.64 per share, subject to adjustment, which warrants were issued in our public offering which closed on April 2, 2020 and expire in April 2025; and |
• | 269,459 common shares issuable upon the exercise of outstanding Class E Warrants at an exercise price of $4.64 per share, subject to adjustment, which warrants were issued in our underwritten public offering which closed on August 20, 2020 and which expire in August 2025. |
• | 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. |
• | actual basis; |
• | as adjusted basis, to give effect to the following transactions which occurred between March 31, 2024 and July 10, 2024: |
○ | (i) a drawdown of $58.3 million for the financing of the M/Vs Iconship, Hellasship and Patriotship with certain affiliates of AVIC International Leasing Co., Ltd., |
○ | (ii) $32.4 million of scheduled debt installments and debt repayment paid under our secured long-term debt and other financial liabilities; |
○ | (iii) $0.5 million of scheduled net finance lease payments paid under our bareboat charter agreements; |
○ | (iv) $0.025 quarterly dividend declared on May 14, 2024 to our shareholders of record as of June 25, 2024, amounting to $0.5 million paid on July 10, 2024; |
○ | (v) $0.125 special dividend declared on May 14, 2024 to our shareholders of record as of June 25, 2024, amounting to $2.6 million paid on July 10, 2024; |
○ | (vi) 267,585 common shares issued and sold under the At-the-market offering program resulting in proceeds of $2.5 million net of commissions; and |
○ | (vii) buybacks of 136,903 common shares amounting to $1.5 million; and |
• | as further adjusted basis, to give effect to the issuance and sale of common shares covered by this prospectus supplement of $24.9 million remaining under the sales agreement. This calculation assumes the issuance and sale of 2,436,442 common shares using an assumed price of $10.22 per share, which was the closing price of our common shares on Nasdaq on July 9, 2024 resulting in assumed net proceeds of approximately $23.9 million, after sales commissions and estimated offering expenses of $1.0 million. The actual number of shares issued, and the price at which they are issued, may differ depending on the timing of the sales. |
(All figures in thousands of U.S. dollars, except for share amounts) | | | Actual | | | As adjusted | | | As Further Adjusted |
| | (unaudited) | | | (unaudited) | | | (unaudited) | |
Debt: | | | | | | | |||
Secured long-term debt, other financial liabilities (net of deferred finance costs** of $3,220 and finance leases* | | | $223,246 | | | $248,630 | | | $248,630 |
Total debt | | | $223,246 | | | $248,630 | | | $248,630 |
Shareholders’ equity: | | | | | | | |||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized, 20,000 Series B issued and outstanding | | | — | | | — | | | — |
Common stock, $0.0001 par value; 500,000,000 shares authorized; 20,512,075 issued and outstanding, actual and 20,698,827*** issued and outstanding, as adjusted and 23,078,366 issued and outstanding as further adjusted | | | $2 | | | $2 | | | $2 |
Additional paid-in capital* | | | 594,076 | | | 595,108 | | | 619,011 |
Accumulated deficit | | | (353,526) | | | (356,634) | | | (356,634) |
Total shareholders’ equity | | | $240,552 | | | $238,476 | | | $262,379 |
Total capitalization | | | $463,798 | | | $487,106 | | | $511,009 |
* | The As Adjusted and the As Further Adjusted Additional paid-in capital and the accumulated deficit do not include the incentive plan charge from April 1, 2024 to July 10, 2024. |
** | The capitalization table does not take into account any amortization of deferred finance costs incurred after March 31, 2024. |
*** | Includes 56,903 shares bought under the buyback program which have not been canceled as of date of this prospectus supplement. |
Commission Registration Fee | | | $4,428 |
Legal Fees and Expenses | | | $150,000 |
Accountants’ Fees and Expenses | | | $50,000 |
Miscellaneous Costs | | | $45,572 |
Total | | | $250,000 |
• | our At Market Issuance Sales Agreement filed as Exhibit 1.1 to our Report on Form 6-K filed with the SEC on December 15, 2023; |
• | our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on April 3, 2024; |
• | our Report on Form 6-K filed with the SEC on April 12, 2024; |
• | our Report on Form 6-K filed with the SEC on May 17, 2024, excluding the statements attributed to the Company’s Chairman and Chief Executive Officer; and |
• | our Report on Form 6-K filed with the SEC on June 14, 2024, excluding the statements attributed to the Company’s Chairman and Chief Executive Officer. |
Item 8. | Indemnification of Directors and Officers |
I. | Article VII of the fourth amended and restated bylaws of the registrant provides that: |
7.1. | The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or nor opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or nor 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. |
7.2. | The Corporation shall 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 a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses ( including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable 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. |
7.3. | To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 or 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith. |
7.4. | Any indemnification under the sections 1 or 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorizes in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made : |
(a) | By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceedings, or |
(b) | If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or |
(c) | By the stockholders. |
7.5. | Expenses (including attorneys’ fees) incurred by an officer or director of the Corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. |
7.6. | The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expense may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. |
7.7. | The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. |
7.8. | For purposes of this Article, references to “the Corporation” shall include, in addition to the resulting Corporation, any consistent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation if its separate existence had continued. |
7.9. | For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article. |
7.10. | The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. |
7.11. | No director or officer of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a director or officer, provided that this provision shall not limit the liability of a director or officer (i) for any breach of the director’s or the officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the director or officer derived an improper personal benefit. |
7.12. | Any repeal or modification of this Article shall not adversely affect any rights of a director or officer of the Corporation hereunder existing immediately prior to the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification. |
II. | Section 60 of the BCA provides as follows: |
(1) | Actions not by or in right of the corporation. A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) 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, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably |
(2) | Actions by or in right of the corporation. A corporation shall have the power to 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 a judgment in its favor 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, 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 against expenses (including attorneys’ fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not, opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claims, 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. |
(3) | When director or officer successful. To the extent that 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 subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith. |
(4) | Payment of expenses in advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section. |
(5) | Indemnification pursuant to other rights. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. |
(6) | Continuation of indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. |
(7) | Insurance. A corporation shall 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 him and incurred by him in such capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section. |
III. | Indemnification Agreements |
Item 9. | Exhibits and Financial Statement Schedules |
(a) | Exhibits |
(b) | Financial Statements |
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 SEC 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 SEC 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 |
(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) | - (f) Reserved |
(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) | Not applicable. |
(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 SEC under Section 305(b)(2) of the Trust Indenture Act. |
(k) | Not applicable. |
Exhibit Number | | | Description |
1.1 | | | Form of Underwriting Agreement (for equity securities)* |
| | ||
1.2 | | | Form of Underwriting Agreement (for debt securities)* |
| | ||
| | At Market Issuance Sales Agreement, dated December 14, 2023, by and between Seanergy Maritime Holdings Corp. and B. Riley Securities, Inc. (incorporated by reference to Exhibit 1.1 of the Company’s Report on Form 6-K (File No. 001-34848), filed with the SEC on December 15, 2023) | |
| | ||
| | Amendment No. 1 to the At Market Issuance Sales Agreement, dated February 13, 2024, by and between Seanergy Maritime Holdings Corp. and B. Riley Securities, Inc. | |
| | ||
| | Amendment No. 2 to the At Market Issuance Sales Agreement, dated July 12, 2024 by and between Seanergy Maritime Holdings Corp. and B. Riley Securities, Inc. | |
| | ||
| | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Report on Form 6-K, filed with the SEC on February 15, 2023) | |
| | ||
| | Statement of Designation of the Series A Participating Preferred Shares of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 6-K, filed with the SEC on July 2, 2021) | |
| | ||
| | Statement of Designation of the Series B Preferred Shares of the Company (incorporated by reference to Exhibit 99.4 to the Company’s Report on Form 6-K, filed with the SEC on December 10, 2021) | |
| | ||
| | Amended and Restated Shareholders Rights Agreement, dated as of December 13, 2023, by and between Seanergy Maritime Holdings Corp. and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 6-K, filed with the SEC on December 14, 2023) | |
| | ||
4.5 | | | Form of Warrant Agreement* |
| | ||
4.6 | | | Form of Warrant* |
| | ||
4.7 | | | Form of Preferred Share Certificate* |
| | ||
4.8 | | | Form of Purchase Contract* |
| | ||
4.9 | | | Form of Rights Agreement* |
| | ||
| | Form of Senior Debt Securities Indenture (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form F-3 (Registration No. 333-205301), filed with the SEC on June 26, 2015, as amended) | |
| | ||
| | Form of Subordinated Debt Securities Indenture (incorporated by reference to Exhibit 4.7 to the Company's Registration Statement on Form F-3 (Registration No. 333-205301), filed with the SEC on June 26, 2015, as amended) | |
| | ||
4.12 | | | Form of Unit Agreement* |
| | ||
4.13 | | | Form of Deposit Agreement* |
| | ||
4.14 | | | Form of Depositary Receipt* |
Exhibit Number | | | Description |
| | Opinion of Watson Farley & Williams LLP as to the validity of the common shares, preferred stock purchase rights, preferred shares, debt securities, warrants, purchase contracts, depositary shares and units | |
| | ||
| | Opinion of Watson Farley & Williams LLP with respect to certain U.S. tax matters | |
| | ||
23.1 | | | |
| | ||
| | Consent of Deloitte Certified Public Accountants S.A. | |
| | ||
| | Consent of Ernst & Young (Hellas) Certified Auditors Accountants S.A. | |
| | ||
| | Powers of Attorney (included on signature page hereto) | |
| | ||
25.1 | | | Form of T-1 Statement of Eligibility (senior debt securities indenture)** |
| | ||
25.2 | | | Form of T-1 Statement of Eligibility (subordinated debt securities indenture)** |
| | ||
| | Filing Fee Table |
* | To be filed either as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934 of the registrant and incorporated by reference into this registration statement. |
** | To be filed in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended. |
| | 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 |