|
Republic of the Marshall Islands
|
4412
|
N.A.
|
(State or other jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification No.) |
Gary J. Wolfe, Esq.
Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 (212) 574-1200 (telephone number) (212) 480- 8421 (facsimile number) |
Barry I. Grossman, Esq.
Lawrence A. Rosenbloom, Esq. Joshua N. Englard, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300 (telephone number) (212) 370-7889 (facsimile number) |
|
|
|
||||
Title of Each Class of Securities to be Registered
|
Proposed Maximum
Aggregate Offering Price (1)(2) |
Amount of
Registration Fee |
||||
Common shares, $0.0001 par value per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$23,000,000
|
|
$2,863.50
|
(3)
|
(1) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended.
|
(2) |
Includes the offering price of common shares that may be sold pursuant to the underwriters' option to purchase additional common shares.
|
(3) |
Previously paid.
|
|
|
|
|
|
|
|
|
||
|
|
Per Common Share
|
|
|
Total
|
|
||
Public offering price
|
|
$
|
|
|
|
$
|
|
|
Underwriting discount and commissions
|
|
$
|
|
|
|
$
|
|
|
Proceeds to the Company, before expenses
|
|
$
|
|
|
|
$
|
|
|
|
|
Page
|
|
ABOUT THIS PROSPECTUS
|
ii
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
ii
|
ENFORCEABILITY OF CIVIL LIABILITIES
|
iv
|
PROSPECTUS SUMMARY
|
1
|
THE OFFERING
|
8
|
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA
|
9
|
RISK FACTORS
|
14
|
USE OF PROCEEDS
|
37
|
DIVIDEND POLICY
|
38
|
PRICE RANGE OF OUR COMMON SHARES
|
39
|
CAPITALIZATION
|
40
|
DILUTION
|
41
|
BUSINESS
|
42
|
THE INTERNATIONAL DRYBULK INDUSTRY
|
61
|
MANAGEMENT
|
89
|
EXECUTIVE COMPENSATION
|
92
|
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
93
|
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
|
94
|
DESCRIPTION OF CAPITAL STOCK
|
97
|
CERTAIN MARSHALL ISLANDS COMPANY CONSIDERATIONS
|
101
|
TAX CONSIDERATIONS
|
104
|
UNDERWRITING
|
113
|
EXPENSES RELATING TO THIS OFFERING
|
118
|
LEGAL MATTERS
|
118
|
EXPERTS
|
118
|
WHERE YOU CAN FIND MORE INFORMATION
|
118
|
DOCUMENTS INCORPORATED BY REFERENCE
|
119
|
· |
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 drybulk commodities, including drybulk commodities carried by sea, generally or in particular regions;
|
· |
changes in the number of newbuildings under construction in the drybulk shipping industry;
|
· |
changes in the useful lives and the value of our vessels and the related impact on our compliance with loan covenants;
|
· |
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 expanded 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 the availability of crew, number of off-hire days, classification survey requirements and insurance costs for the vessels in our fleet;
|
· |
changes in our ability to leverage the relationships and reputation in the drybulk shipping industry of V.Ships Limited, or V.Ships, and Fidelity Marine Inc., or Fidelity;
|
· |
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;
|
· |
our ability to continue as a going concern;
|
· |
acts of terrorism and other hostilities;
|
· |
changes in global and regional economic and political conditions;
|
· |
changes in governmental rules and regulations or actions taken by regulatory authorities, particularly with respect to the drybulk shipping industry; and
|
· |
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.
|
Vessel Name
|
|
Year Built
|
|
Dwt
|
|
Flag
|
|
Yard
|
|
Type of Employment
|
Championship
|
|
2011
|
|
179,238
|
|
LIB
|
|
Sungdong
|
|
Spot
|
Partnership
|
|
2012
|
|
179,213
|
|
MI
|
|
Hyundai
|
|
Time Charter
(1)
|
Knightship
|
|
2010
|
|
178,978
|
|
LIB
|
|
Hyundai
|
|
Spot
|
Lordship
|
|
2010
|
|
178,838
|
|
LIB
|
|
Hyundai
|
|
Time Charter
(2)
|
Gloriuship
|
|
2004
|
|
171,314
|
|
MI
|
|
Hyundai
|
|
Spot
|
Leadership
|
|
2001
|
|
171,199
|
|
BA
|
|
Koyo - Imabari
|
|
Spot
|
Geniuship
|
|
2010
|
|
170,057
|
|
MI
|
|
Sungdong
|
|
Spot
|
Premiership
|
|
2010
|
|
170,024
|
|
IoM
|
|
Sungdong
|
|
Spot
|
Squireship
|
|
2010
|
|
170,018
|
|
LIB
|
|
Sungdong
|
|
Spot
|
Guardianship
|
|
2011
|
|
56,884
|
|
MI
|
|
CSC Jinling
|
|
Spot
|
Gladiatorship
|
|
2010
|
|
56,819
|
|
BA
|
|
CSC Jinling
|
|
Spot
|
Average Age/Total dwt:
|
|
8.5 years
|
|
1,682,582
|
|
|
|
|
|
|
(1) |
This vessel is being chartered by Uniper Global Commodities SE and was delivered to the charterer on June 13, 2017 for a period of employment of about 12 months to about 18 months at a gross daily rate of $16,200.
|
(2) |
This vessel is being chartered by Oldendorff Carriers GmbH & Co. KG and was delivered to the charterer on June 28, 2017, in direct continuation of the vessel's previous time charter, for a period of about 18 months to about 22 months. The net daily charter hire is calculated at an index linked rate based on the five time charter routes rate of the Baltic Capesize Index. 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 forward freight agreement.
|
· |
Modern, High Quality Fleet.
Our Fleet has an average age of 8.5 years as of the date of this prospectus, compared to world-wide Supramax and Capesize drybulk market industry average ages of 9.2 and 8.7 years, respectively, as of that date. We believe that owning a young, modern and well-maintained fleet provides us with a competitive advantage in securing favorable time and spot charters. All of our vessels have been built in high quality shipyards that we view as having a longstanding reputation for building such vessels. We expect that the combination of these factors will provide us with a competitive advantage in securing favorable employment for our vessels, although it is possible that the daily rates we receive on future time and spot charters may be lower depending on market fluctuations.
|
· |
Focus on Capesize Vessels
. Our fleet primarily consists of Capesize vessels. We believe that the Capesize sector will benefit significantly from the increase in demand for commodities such as iron ore and coal. According to Karatzas Marine Advisors & Co. seaborne transportation has increased by 1.7% in 2016 and is expected to increase by 4.5% in 2017. In addition, the newbuilding orderbook has seen a significant reduction for Capesize vessels currently standing at approximately 3% of the current fleet, lowest in history, compared to 35.4% that has been the average ratio of newbuilding orderbook of the fleet for the last 10 years.
|
· |
Experienced Management
. Our Company's leadership has considerable depth of shipping industry expertise. Mr. Tsantanis, our Chairman, Chief Executive Officer and interim Chief Financial Officer, brings more than 19 years of experience in shipping and finance and has held senior management positions in prominent shipping companies.
|
· |
Access to Attractive Chartering Opportunities
. Fidelity, our commercial manager, has established strong global relationships with charterers and brokers. We believe Fidelity's relationships with these counterparties should provide us with access to attractive chartering opportunities.
|
· |
Expanding Our Fleet Through Accretive Acquisitions
. We intend to acquire drybulk carriers with fuel-efficient specifications and carrying capacities of greater than 170,000 dwt through timely and selective acquisitions, although we may also consider other classes of drybulk carriers as opportunities warrant. We currently view the Capesize vessel class as providing attractive return characteristics given the existing vessel price levels. A key element to our acquisition strategy will be to acquire high-quality vessels at attractive prices. When evaluating acquisitions, we will consider and analyze, among other things, our expectation of fundamental developments in the drybulk shipping industry sector, the level of liquidity in the resale and charter market, the cash flow expected to be earned by a vessel in relation to its value, its condition and technical specifications with particular regard to fuel consumption, expected remaining useful life, the credit quality of the charterer and duration and terms of charter contracts for vessels acquired with charters attached, as well as the overall diversification of our fleet and customers. We believe that these circumstances combined with our management's knowledge of the shipping industry present an opportunity for us to grow our fleet at favorable prices.
|
· |
Well Positioned to Capitalize on an Improving Rate Environment via Spot Market Exposure.
We believe our current eleven-vessel fleet is optimized to capture increasing vessel revenues as a result of an upward trend in spot rates. Currently nine of our eleven vessels are on the spot market and one vessel is employed under an index-linked charter providing us the ability to capture upward movements in rates. The average of the four time charter routes for the Baltic Capesize Index, or the BCI TCE, a daily average of charter rates for key Capesize routes published by the Baltic Exchange Limited, which has long been viewed as the main benchmark to monitor the movements of the Capesize vessel charter market, has recently increased significantly by 3,929% from the record low level of $485 per day on March 17, 2016 to $19,540 per day on November 6, 2017. The average BCI TCE of the last ten years has been $28,252 per day. As rates increase we expect to utilize a more balanced portfolio approach for our commercial vessel management. We believe employing a chartering strategy to capture upside opportunities in the spot market with a mixture of fixed-rate time charters as the charter market improves will enable us to reduce downside risks and provide more stability in cash flows. Because the spot market is volatile, there can be no assurance that the recent increases in the drybulk charter market will continue.
|
· |
Operating a Modern, High-Quality Fleet
. Our Fleet had an average age of 8.5 years as of the date of this prospectus, compared to world-wide Supramax and Capesize drybulk market industry average ages of 9.2 and 8.7 years, respectively, as of that date. We believe that owning a young, well-maintained fleet provides us with a competitive advantage in securing favorable time and spot charters. All of our vessels have been built in high quality shipyards that we view as having a longstanding reputation for building quality vessels. We expect that the combination of these factors will provide us with a competitive advantage in securing favorable employment for our vessels.
|
· |
the low drybulk freight market in the years 2014 – 2016 and limited availability of shipping finance, among other factors, have resulted in low drybulk vessel asset pricing, relative to average prices, over the last five years;
|
· |
The BCI TCE has recently increased significantly by 3,929% from the record low level of $485 per day on March 17, 2016 to $19,540 per day on November 6, 2017. The average BCI TCE of the last ten years has been $28,252 per day. Because the spot market is volatile, there can be no assurance that the recent increases in the drybulk charter market will continue;
|
· |
the recovery of global economic activity and industrial production, which continues to rely heavily on raw materials and commodity consumption;
|
· |
the increased aggregate demand for seaborne transport for commodities and raw materials expected over the next decade; economic growth has been reviving in 2017 and raw materials remain the primary driver for world economies; coal is expected to remain one of the main inputs for generating electricity while iron ore will be the necessary source of raw material for an active steel industry; expanded mining capacity by the world's largest mining companies supports these trends;
|
· |
the regulations enacted by the International Maritime Organization, mandating higher maintenance standards of vessels, installation of ballast water management systems, and gradually lower emissions will require material capital investments that will render older drybulk vessels uneconomical for retrofitting and will expedite their demolition; and
|
· |
charterers' concerns about environmental and safety standards shifting their preference toward modern vessels that are owned by reputable and financially stable ship owners at the expense of weaker ship owners.
|
|
|
|
Common shares presently outstanding
|
36,979,346 common shares(1)
|
|
Securities offered by us
|
$20,000,000 of our common shares, or common shares ($23,000,000 of our common shares, or common shares,
if the underwriters exercise their option to purchase additional shares in full)
|
|
Common shares to be outstanding immediately after this offering
|
common shares ( common shares
if the underwriters exercise their option to purchase additional shares in full)
|
|
|
|
|
Use of proceeds
|
We estimate that we will receive net proceeds of approximately $18.3 million, and approximately $21.1 million if the underwriters exercise their option to purchase additional shares in full, after deducting underwriting discounts and commissions and estimated expenses payable by us.
We intend to use a majority of the net proceeds of this offering to fund a portion of the acquisition costs of modern
Capesize
drybulk vessels in accordance with our growth strategy. Any net proceeds from this offering not used for vessel acquisitions will be used for general corporate purposes, which may include debt prepayment. See "Use of Proceeds."
|
|
Risk factors
|
Investing in our securities involves a high degree of risk. See "Risk Factors" below on page 14 and in our Annual Report on Form 20-F for the year ended December 31, 2016, which is incorporated by reference herein, to read about the risks you should consider before investing in our common shares.
|
|
Listing
|
Our common shares and class A warrants are listed on the Nasdaq Capital Market under the symbols "SHIP" and "SHIPW", respectively.
|
|
Lock-Up Agreements
|
Subject to certain exceptions, we, all of our executive officers and directors, and certain affiliates have entered into lock-up agreements with the underwriters. Under these agreements, we and each of these persons may not, without the prior written approval of the Representative offer, sell, contract to sell or otherwise dispose of or hedge common shares or securities convertible into or exchangeable for common shares. These restrictions will be in effect for a period of 120 days after the date of the closing of this offering.
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2016
|
2015
|
2014
|
2013
|
2012
|
|||||||||||||||
Statement of Income Data:
|
||||||||||||||||||||
Vessel revenue, net
|
$
|
34,662
|
$
|
11,223
|
$
|
2,010
|
$
|
23,079
|
$
|
55,616
|
||||||||||
Voyage expenses
|
(21,008
|
)
|
(7,496
|
)
|
(1,274
|
)
|
(8,035
|
)
|
(13,587
|
)
|
||||||||||
Vessel operating expenses
|
(14,251
|
)
|
(5,639
|
)
|
(1,006
|
)
|
(11,086
|
)
|
(26,983
|
)
|
||||||||||
Voyage expenses - related party
|
-
|
-
|
(24
|
)
|
(313
|
)
|
(532
|
)
|
||||||||||||
Management fees - related party
|
-
|
-
|
(122
|
)
|
(743
|
)
|
(1,625
|
)
|
||||||||||||
Management fees
|
(895
|
)
|
(336
|
)
|
-
|
(194
|
)
|
(588
|
)
|
|||||||||||
General and administration expenses
|
(4,134
|
)
|
(2,804
|
)
|
(2,987
|
)
|
(3,966
|
)
|
(6,337
|
)
|
||||||||||
General and administration expenses - related party
|
-
|
(70
|
)
|
(309
|
)
|
(412
|
)
|
(402
|
)
|
|||||||||||
Loss on bad debts
|
-
|
(30
|
)
|
(38
|
)
|
-
|
(327
|
)
|
||||||||||||
Amortization of deferred dry-docking costs
|
(556
|
)
|
(38
|
)
|
-
|
(232
|
)
|
(3,648
|
)
|
|||||||||||
Depreciation
|
(8,531
|
)
|
(1,865
|
)
|
(3
|
)
|
(982
|
)
|
(15,606
|
)
|
||||||||||
Loss on sale of vessels
|
-
|
-
|
-
|
-
|
(15,590
|
)
|
||||||||||||||
Impairment loss for goodwill
|
-
|
-
|
-
|
-
|
(4,365
|
)
|
||||||||||||||
Impairment loss for vessels and deferred charges
|
-
|
-
|
-
|
(3,564
|
)
|
(147,143
|
)
|
|||||||||||||
Gain on disposal of subsidiaries
|
-
|
-
|
-
|
25,719
|
-
|
|||||||||||||||
Gain on restructuring
|
-
|
-
|
85,563
|
-
|
-
|
|||||||||||||||
Operating (loss) / income
|
(14,713
|
)
|
(7,055
|
)
|
81,810
|
19,271
|
(181,117
|
)
|
||||||||||||
Interest and finance costs
|
(7,235
|
)
|
(1,460
|
)
|
(1,463
|
)
|
(8,389
|
)
|
(12,480
|
)
|
||||||||||
Interest and finance costs - related party
|
(2,616
|
)
|
(399
|
)
|
-
|
-
|
-
|
|||||||||||||
Interest income
|
20
|
-
|
14
|
13
|
59
|
|||||||||||||||
Loss on interest rate swaps
|
-
|
-
|
-
|
(8
|
)
|
(189
|
)
|
|||||||||||||
Foreign currency exchange (losses) gains, net
|
(45
|
)
|
(42
|
)
|
(13
|
)
|
19
|
(43
|
)
|
|||||||||||
Total other expenses, net
|
(9,876
|
)
|
(1,901
|
)
|
(1,462
|
)
|
(8,365
|
)
|
(12,653
|
)
|
||||||||||
Net (loss) / income before taxes
|
(24,589
|
)
|
(8,956
|
)
|
80,348
|
10,906
|
(193,770
|
)
|
||||||||||||
Income tax (expense) / benefit
|
(34
|
)
|
-
|
-
|
1
|
2
|
||||||||||||||
Net (loss) / income
|
$
|
(24,623
|
)
|
$
|
(8,956
|
)
|
$
|
80,348
|
$
|
10,907
|
$
|
(193,768
|
)
|
|||||||
Net (loss) / income per common share
|
||||||||||||||||||||
Basic and diluted
|
$
|
(1.20
|
)
|
$
|
(0.83
|
)
|
$
|
30.06
|
$
|
4.56
|
$
|
(83.69
|
)
|
|||||||
Weighted average common shares outstanding
|
||||||||||||||||||||
Basic
|
20,553,007
|
10,773,404
|
2,672,945
|
2,391,628
|
2,315,315
|
|||||||||||||||
Diluted
|
20,553,007
|
10,773,404
|
2,672,950
|
2,391,885
|
2,315,315
|
|||||||||||||||
|
|
As of December 31,
|
|||||||||||||||||||
|
2016
|
2015
|
2014
|
2013
|
2012
|
|||||||||||||||
Balance Sheet Data:
|
||||||||||||||||||||
Cash and restricted cash
|
$
|
15,908
|
$
|
3,354
|
$
|
2,873
|
$
|
3,075
|
$
|
6,298
|
||||||||||
Total current assets
|
22,329
|
8,278
|
3,207
|
66,350
|
52,086
|
|||||||||||||||
Vessels, net
|
232,109
|
199,840
|
-
|
-
|
68,511
|
|||||||||||||||
Total assets
|
257,534
|
209,352
|
3,268
|
66,350
|
120,960
|
|||||||||||||||
Total current liabilities, including current portion of long-term debt
|
21,230
|
9,250
|
592
|
157,045
|
222,577
|
|||||||||||||||
Long-term debt, net of current portion
|
198,497
|
176,787
|
-
|
-
|
-
|
|||||||||||||||
Due to related parties, noncurrent
|
5,878
|
-
|
-
|
-
|
-
|
|||||||||||||||
Long-term portion of convertible promissory notes
|
1,097
|
31
|
-
|
-
|
-
|
|||||||||||||||
|
||||||||||||||||||||
Total equity / (deficit)
|
$
|
30,832
|
$
|
23,284
|
$
|
2,676
|
$
|
(90,695
|
)
|
$
|
(101,617
|
)
|
|
Year Ended December 31,
|
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
||||||||||
Cash Flow Data:
|
|
|
|
|
|
|||||||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(15,339
|
)
|
|
$
|
(4,737
|
)
|
|
$
|
(14,858
|
)
|
|
$
|
1,030
|
|
|
$
|
2,418
|
|
Net cash (used in) provided by investing activities
|
|
|
(40,779
|
)
|
|
|
(201,684
|
)
|
|
|
105,895
|
|
|
|
993
|
|
|
|
55,402
|
|
Net cash provided by (used in) financing activities
|
|
|
65,672
|
|
|
|
206,852
|
|
|
|
(91,239
|
)
|
|
|
(3,246
|
)
|
|
|
(71,256
|
)
|
Change in cash and cash equivalents
|
|
|
9,554
|
|
|
|
431
|
|
|
|
(202
|
)
|
|
|
(1,223
|
)
|
|
|
(13,436
|
)
|
Nine-month period ended
September 30,
|
||||||||
Amounts in thousands of U.S. dollars, except for share and per share data.)
|
2017
|
2016
|
||||||
Statement of Income Data:
|
||||||||
Vessel revenue, net
|
$
|
50,545
|
$
|
23,791
|
||||
Voyage expenses
|
(26,084
|
)
|
(15,030
|
)
|
||||
Vessel operating expenses
|
(14,049
|
)
|
(10,112
|
)
|
||||
Management fees
|
(752
|
)
|
(648
|
)
|
||||
General and administration expenses
|
(3,298
|
)
|
(2,210
|
)
|
||||
Amortization of deferred dry-docking costs
|
(649
|
)
|
(360
|
)
|
||||
Depreciation
|
(7,735
|
)
|
(6,317
|
)
|
||||
Operating loss
|
(2,022
|
)
|
(10,886
|
)
|
||||
Other expenses, net:
|
||||||||
Interest and finance costs
|
(9,088
|
)
|
(5,205
|
)
|
||||
Interest and finance costs - related party
|
(3,352
|
)
|
(1,612
|
)
|
||||
Gain on debt refinancing
|
11,392
|
-
|
||||||
Other, net
|
(27
|
)
|
(27
|
)
|
||||
Total other expenses, net
|
(1,075
|
)
|
(6,844
|
)
|
||||
Net loss before income taxes
|
(3,097
|
)
|
(17,730
|
)
|
||||
Income taxes
|
(22
|
)
|
-
|
|||||
Net loss
|
$
|
(3,119
|
)
|
$
|
(17,730
|
)
|
||
Net loss per common share
|
||||||||
Basic
|
$
|
(0.09
|
)
|
$
|
(0.90
|
)
|
||
Weighted average common shares outstanding
|
||||||||
Basic
|
35,591,170
|
19,594,354
|
||||||
Dividends declared per share
|
-
|
-
|
Nine-month period ended
September 30,
|
||||||||
2017
|
2016
|
|||||||
Fleet Data:
|
||||||||
Ownership days(1)
|
2,852
|
2,192
|
||||||
Available days(2)
|
2,839
|
2,019
|
||||||
Operating days(3)
|
2,432
|
1,795
|
||||||
Fleet utilization(4)
|
85
|
%
|
82
|
%
|
||||
TCE rate(5)
|
$
|
10,058
|
$
|
4,881
|
||||
Daily vessel operating expenses(6)
|
$
|
4,806
|
$
|
4,613
|
(1) |
Ownership days are the total number of calendar days in a period during which we owned each vessel in our fleet. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses recorded during a period.
|
(2) |
Available days are the number of ownership days less the aggregate number of days that our vessels are off-hire due to major repairs, drydockings, lay-up or special or intermediate surveys. The shipping industry uses available days to measure the
aggregate
number of days in a period during which vessels should be capable of generating revenues. During the nine months ended September 30, 2017, we incurred 13 off-hire days for one vessel drydocking.
|
(3) |
Operating days are the number of available days in a period less the aggregate number of days that our vessels are off-hire for any reason, including off-hire days between successive voyages, as well as other unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which the vessels actually generate revenues.
In the nine months ended September 30, 2017, we incurred 402 off-hire days between voyages and 5 off-hire days due to other unforeseen circumstances.
|
(4) |
Fleet utilization is the percentage of time that our vessels are generating revenue, and is determined by dividing operating days by ownership days for the relevant period.
|
(5) |
Time Charter Equivalent (TCE) rate is defined as our net revenue less voyage expenses during a period divided by the number of our operating days during the period. Voyage expenses include port charges, bunker expenses, canal charges and other commissions. We include the TCE rate, a non-GAAP measure, as we believe it provides additional meaningful information in conjunction with net revenues from vessels, the most directly comparable U.S. GAAP measure, and because it assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. Our calculation of TCE rate may not be comparable to that reported by other companies. The following table reconciles the Company's net revenues from vessels to the TCE rate.
|
|
Nine months ended
September 30,
|
|
||||||
(In thousands of US Dollars, except operating days and TCE rate)
|
2017
|
|
2016
|
|
||||
|
|
|
||||||
Net revenues from vessels
|
|
$
|
50,545
|
|
|
$
|
23,791
|
|
Voyage expenses
|
|
|
(26,084
|
)
|
|
|
(15,030
|
)
|
Net operating revenues
|
|
|
24,461
|
|
|
|
8,761
|
|
Operating days
|
|
|
2,432
|
|
|
|
1,795
|
|
Daily time charter equivalent rate
|
|
$
|
10,058
|
|
|
$
|
4,881
|
|
(6) |
Vessel operating expenses include crew costs, provisions, deck and engine stores, lubricants, insurance, maintenance and repairs. Daily Vessel Operating Expenses are calculated by dividing vessel operating expenses by ownership days for the relevant time periods. The following table reconciles our vessel operating expenses to Daily Vessel Operating Expenses.
|
(In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses)
|
Nine months ended
September 30,
|
|||||||
|
2017
|
2016
|
||||||
|
||||||||
Vessel operating expenses
|
$
|
14,049
|
$
|
10,112
|
||||
Less: Pre-delivery expenses
|
343
|
-
|
||||||
Vessel operating expenses before pre-delivery expenses
|
13,706
|
10,112
|
||||||
Ownership days
|
2,852
|
2,192
|
||||||
Daily vessel operating expenses
|
$
|
4,806
|
$
|
4,613
|
Nine months ended
September 30,
|
||||||||
2017
|
2016
|
|||||||
EBITDA reconciliation:
|
||||||||
Net loss
|
$
|
(3,119
|
)
|
$
|
(17,730
|
)
|
||
Add: Net interest expense
|
12,431
|
6,817
|
||||||
Add: Depreciation and amortization
|
8,384
|
6,677
|
||||||
Add: Taxes
|
22
|
-
|
||||||
EBITDA(1)
|
$
|
17,718
|
$
|
(4,236
|
)
|
|||
Less: Gain on debt refinancing
|
11,392
|
-
|
||||||
Adjusted EBITDA(1)
|
$
|
6,326
|
$
|
(4,236
|
)
|
(1) |
Earnings before interest, taxes, depreciation and amortization ("EBITDA") represents the sum of net income/(loss), interest and finance costs, interest income, depreciation and amortization and, if any, income taxes during a period.
Adjusted EBITDA represents EBITDA adjusted to exclude the gain on debt refinancing that we believe is not indicative of the ongoing performance of its core operations. EBITDA
and Adjusted
EBITDA are not recognized measurements under U.S. GAAP.
|
|
As of September 30, 2017
|
|||
Balance Sheet Data:
|
||||
Cash and restricted cash
|
$
|
10,898
|
||
Total current assets
|
17,260
|
|||
Vessels, net
|
257,266
|
|||
Total assets
|
276,560
|
|||
Total current liabilities, including current portion of long-term debt
|
31,906
|
|||
Long-term debt, net of current portion and deferred finance costs
|
179,965
|
|||
Due to related parties, noncurrent
|
17,340
|
|||
Long-term portion of convertible promissory notes
|
5,988
|
|||
Total equity
|
$
|
41,361
|
|
Nine months ended
September 30,
|
|||||||
|
2017
|
2016
|
||||||
Cash Flow Data:
|
||||||||
Net cash used in operating activities
|
$
|
(2,475
|
)
|
$
|
(12,295
|
)
|
||
Net cash used in investing activities
|
(32,756
|
)
|
-
|
|||||
Net cash provided by financing activities
|
30,221
|
12,900
|
||||||
Change in cash and cash equivalents and restricted cash
|
$
|
(5,010
|
)
|
$
|
(605
|
)
|
· |
prevailing level of charter rates;
|
· |
general economic and market conditions affecting the shipping industry;
|
· |
types and sizes of vessels;
|
· |
supply and demand for vessels;
|
· |
other modes of transportation;
|
· |
cost of newbuildings;
|
· |
governmental and other regulations; and
|
· |
technological advances.
|
· |
decrease in available financing for vessels;
|
· |
no active secondhand market for the sale of vessels;
|
· |
charterers seeking to renegotiate the rates for existing time charters;
|
· |
widespread loan covenant defaults in the drybulk shipping industry due to the substantial decrease in vessel values; and
|
· |
declaration of bankruptcy by some operators, charterers and vessel owners.
|
· |
number of new vessel deliveries;
|
· |
scrapping rate of older vessels;
|
· |
vessel casualties;
|
· |
price of steel;
|
· |
number of vessels that are out of service;
|
· |
changes in environmental and other regulations that may limit the useful life of vessels; and
|
· |
port or canal congestion.
|
· |
crew strikes and/or boycotts;
|
· |
marine disaster;
|
· |
piracy;
|
· |
environmental accidents;
|
· |
cargo and property losses or damage; and
|
· |
business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions.
|
· |
generate excess cash flow so that we can invest without jeopardizing our ability to cover current and foreseeable working capital needs, including debt service;
|
· |
raise equity and obtain required financing for our existing and new operations;
|
· |
locate and acquire suitable vessels;
|
· |
identify and consummate acquisitions or joint ventures;
|
· |
integrate any acquired businesses or vessels successfully with our existing operations;
|
· |
hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet;
|
· |
enhance our customer base; and
|
· |
manage our expansion.
|
· |
our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may be unavailable on favorable terms;
|
· |
we may need to use a substantial portion of our cash from operations to make principal and interest payments on our debt, reducing the funds that would otherwise be available for operations, future business opportunities and any future dividends to our shareholders;
|
· |
our debt level could make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our business or the economy generally; and
|
· |
our debt level may limit our flexibility in responding to changing business and economic conditions.
|
· |
renew existing charters upon their expiration;
|
· |
obtain new charters;
|
· |
obtain financing on commercially acceptable terms;
|
· |
maintain satisfactory relationships with our charterers and suppliers; and
|
· |
successfully execute our business strategies.
|
· |
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.
|
· |
authorize our board of directors to issue "blank check" preferred stock without shareholder approval;
|
· |
provide for a classified board of directors with staggered, three-year terms;
|
· |
require a super-majority vote in order to amend the provisions regarding our classified board of directors with staggered, three-year terms;
|
· |
permit the removal of any director from office at any time, with or without cause, at the request of the shareholder group entitled to designate such director; and
|
· |
prevent our board of directors from dissolving the shipping committee or altering the duties or composition of the shipping committee without an affirmative vote of not less than 80% of the board of directors.
|
· |
our existing shareholders' proportionate ownership interest in us would decrease;
|
· |
the proportionate amount of cash available for dividends payable on our common shares could decrease;
|
· |
the relative voting strength of each previously outstanding common share could be diminished; and
|
· |
the market price of our common shares could decline.
|
|
High
|
Low
|
||||||
For the Year ended December 31:
|
||||||||
2016
|
$
|
7.20
|
$
|
1.15
|
||||
2015
|
6.75
|
2.75
|
||||||
2014
|
9.95
|
4.13
|
||||||
2013
|
12.30
|
4.00
|
||||||
2012
|
21.15
|
5.20
|
||||||
|
||||||||
For the Quarter Ended:
|
||||||||
September 30, 2017
|
$
|
1.23
|
$
|
0.71
|
||||
June 30, 2017
|
1.20
|
0.61
|
||||||
March 31, 2017
|
1.25
|
0.76
|
||||||
December 31, 2016
|
7.20
|
1.15
|
||||||
September 30, 2016
|
6.20
|
2.06
|
||||||
June 30, 2016
|
3.01
|
2.10
|
||||||
March 31, 2016
|
5.54
|
1.58
|
||||||
December 31, 2015
|
4.35
|
3.00
|
||||||
September 30, 2015
|
6.75
|
3.02
|
||||||
June 30, 2015
|
4.10
|
2.75
|
||||||
March 31, 2015
|
4.50
|
3.25
|
||||||
For the Month:
|
||||||||
November 2017 (up to November 8, 2017)
|
$
|
1.42
|
$
|
0.93
|
||||
October 2017
|
1.25
|
0.96
|
||||||
September 2017
|
1.23
|
1.09
|
||||||
August 2017
|
1.13
|
0.71
|
||||||
July 2017
|
1.07
|
0.72
|
||||||
June 2017
|
1.20
|
0.61
|
||||||
May 2017
|
0.78
|
0.62
|
· |
on an actual basis;
|
· |
on an as adjusted basis, to give effect to
an installment repayment of $1.6 million on October 2, 2017 under our
UniCredit Bank AG
loan facility
; and
|
· |
on an as further adjusted basis to give effect to the sale of common shares in this offering.
|
(All figures in thousands of U.S. dollars, except for share amounts)
|
Actual
|
As Adjusted
(unaudited) |
As Further Adjusted
(unaudited) |
|||||||||
|
||||||||||||
Debt:
|
||||||||||||
Secured long-term debt and due to related parties, net of deferred finance costs
|
$
|
217,031
|
$
|
215,479
|
$
|
215,479
|
||||||
Unsecured convertible promissory notes
|
5,988
|
5,988
|
5,988
|
|||||||||
Total Debt
|
$
|
223,019
|
$
|
221,467
|
$
|
221,467
|
||||||
|
||||||||||||
Shareholders' equity:
|
||||||||||||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; none issued
|
-
|
-
|
-
|
|||||||||
Common stock, $0.0001 par value; 500,000,000 authorized shares as at September 30, 2017; 36,979,346 shares issued and outstanding as at September 30, 2017 and as adjusted
|
3
|
3
|
||||||||||
Additional paid-in capital (excluding shareholder's convertible notes)
|
$
|
347,585
|
$
|
347,585
|
||||||||
Shareholder's convertible notes
|
35,354
|
35,354
|
35,354
|
|||||||||
Accumulated deficit
|
(341,581
|
)
|
(341,581
|
)
|
(341,581
|
)
|
||||||
Total equity
|
41,361
|
41,361
|
||||||||||
Total capitalization
|
$
|
264,380
|
$
|
262,828
|
Public offering price per common share
|
$
|
|||
As adjusted
(1)
net tangible book value per share before this offering
|
$
|
0.52
|
||
Increase in as adjusted net tangible book value attributable to new investors in this offering
|
$
|
|||
As further adjusted
(2)
net tangible book value per share after giving effect to this offering
|
$
|
|||
Dilution per share to new investors
|
$
|
|
As Further Adjusted
Shares Outstanding (2) |
Total Consideration
|
||||||||||||||||||
|
Number
|
Percent
|
Amount
(In USD Thousands) |
Percent
|
Average
Price Per Share |
|||||||||||||||
Existing shareholders
|
|
%
|
$ |
|
%
|
$ | ||||||||||||||
New investors
(*)
|
|
%
|
$ |
|
%
|
$ | ||||||||||||||
Total
|
|
%
|
$ |
|
%
|
$ |
|
|
(*) |
Before deducting estimated expenses of this offering of $ million.
|
(1) |
The "as adjusted" amounts include the adjustments described in the second bullet of the section entitled "Capitalization" and the issuance of 4,222,223 common shares upon exercise of a conversion option pursuant to the convertible promissory note, dated March 12, 2015, as amended, that we issued to Jelco, 23,516,667 common shares upon exercise of a conversion option pursuant to the convertible promissory note, dated September 7, 2015, as amended, that we issued to Jelco and 15,277,778 common shares upon exercise of a conversion option pursuant to the convertible promissory note, dated September 27, 2017, that we issued to Jelco. Under each of the convertible promissory notes, Jelco, an entity affiliated with our Sponsor, may, at its option, convert the principal amount under each note at any time into common shares at a conversion price of $0.90 per share. As of November 8, 2017, $3.8 million was outstanding under the convertible promissory note dated March 12, 2015, as amended, $21.2 million was outstanding under the convertible promissory note dated September 7, 2015, as amended, and $13.75 million was outstanding under the convertible promissory note dated September 27, 2017.
|
(2) |
The "as further adjusted" amounts include the adjustments described in (1) above and the adjustment described in the third bullet of the section entitled "Capitalization".
|
· |
Modern, High Quality Fleet.
Our Fleet has an average age of 8.5 years as of the date of this prospectus , compared to world-wide Supramax and Capesize drybulk market industry average ages of 9.2 and 8.7 years, respectively, as of that date. We believe that owning a young, modern and well-maintained fleet provides us with a competitive advantage in securing favorable time and spot charters. All of our vessels have been built in high quality shipyards that we view as having a longstanding reputation for building such vessels. We expect that the combination of these factors will provide us with a competitive advantage in securing favorable employment for our vessels, although it is possible that the daily rates we receive on future time and spot charters may be lower depending on market fluctuations.
|
· |
Focus on Capesize Vessels
. Our fleet primarily consists of Capesize vessels. We believe that the Capesize sector will benefit significantly from the increase in demand for commodities such as iron ore and coal. According to Karatzas Marine Advisors & Co. seaborne transportation has increased by 1.7% in 2016 and is expected to increase by 4.5% in 2017. In addition, the newbuilding orderbook has seen a significant reduction for Capesize vessels, currently standing at approximately 3% of the current fleet, lowest in history, compared to 35.4% that has been the average ratio of newbuilding orderbook of the fleet for the last 10 years.
|
· |
Experienced Management
. Our Company's leadership has considerable depth of shipping industry expertise. Mr. Tsantanis, our Chairman, Chief Executive Officer and interim Chief Financial Officer, brings more than 19 years of experience in shipping and finance and has held senior management positions in prominent shipping companies.
|
· |
Access to Attractive Chartering Opportunities
. Fidelity, our commercial manager, has established strong global relationships with charterers and brokers. We believe Fidelity's relationships with these counterparties should provide us with access to attractive chartering opportunities.
|
· |
Expanding Our Fleet Through Accretive Acquisitions
. We intend to acquire drybulk carriers with fuel-efficient specifications and carrying capacities of greater than 170,000 dwt through timely and selective acquisitions, although we may also consider other classes of drybulk carriers as opportunities warrant. We currently view the Capesize vessel class as providing attractive return characteristics given the existing vessel price levels. A key element to our acquisition strategy will be to acquire high-quality vessels at attractive prices. When evaluating acquisitions, we will consider and analyze, among other things, our expectation of fundamental developments in the drybulk shipping industry sector, the level of liquidity in the resale and charter market, the cash flow expected to be earned by a vessel in relation to its value, its condition and technical specifications with particular regard to fuel consumption, expected remaining useful life, the credit quality of the charterer and duration and terms of charter contracts for vessels acquired with charters attached, as well as the overall diversification of our fleet and customers. We believe that these circumstances combined with our management's knowledge of the shipping industry present an opportunity for us to grow our fleet at favorable prices.
|
· |
Well Positioned to Capitalize on an Improving Rate Environment via Spot Market Exposure.
We believe our current eleven-vessel fleet is optimized to capture increasing vessel revenues as a result of an upward trend in spot rates. Currently nine of our eleven vessels are on the spot market and one vessel is employed under an index-linked charter providing us the ability to capture upward movements in rates. The average of the four time charter routes for Baltic Capesize Index, or the BCI TCE, a daily average of charter rates for key Capesize routes published by the Baltic Exchange Limited, which has long been viewed as the main benchmark to monitor the movements of the Capesize vessel charter market, has recently increased significantly by 3,929% from the record low level of $485 per day on March 17, 2016 to $19,540 per day on November 6, 2017. The average BCI TCE of the last ten years has been $28,252 per day. As rates increase we expect to utilize a more balanced portfolio approach for our commercial vessel management. We believe employing a chartering strategy to capture upside opportunities in the spot market with a mixture of fixed-rate time charters as the charter market improves will enable us to reduce downside risks and provide more stability in cash flows. Because the spot market is volatile, there can be no assurance that the recent increases in the drybulk charter market will continue.
|
· |
Operating a Modern, High-Quality Fleet
. Our Fleet had an average age of 8.5 years as of the date of this prospectus, compared to world-wide Supramax and Capesize drybulk market industry average ages of 9.2 and 8.7 years, respectively, as of that date. We believe that owning a young, well-maintained fleet provides us with a competitive advantage in securing favorable time and spot charters. All of our vessels have been built in shipyards that we view as having a longstanding reputation for building quality vessels. We expect that the combination of these factors will provide us with a competitive advantage in securing favorable employment for our vessels.
|
Vessel Name
|
|
Year Built
|
|
Dwt
|
|
Flag
|
|
Yard
|
|
Type of Employment
|
Championship
|
|
2011
|
|
179,238
|
|
LIB
|
|
Sungdong
|
|
Spot
|
Partnership
|
|
2012
|
|
179,213
|
|
MI
|
|
Hyundai
|
|
Time Charter
(1)
|
Knightship
|
|
2010
|
|
178,978
|
|
LIB
|
|
Hyundai
|
|
Spot
|
Lordship
|
|
2010
|
|
178,838
|
|
LIB
|
|
Hyundai
|
|
Time Charter
(2)
|
Gloriuship
|
|
2004
|
|
171,314
|
|
MI
|
|
Hyundai
|
|
Spot
|
Leadership
|
|
2001
|
|
171,199
|
|
BA
|
|
Koyo - Imabari
|
|
Spot
|
Geniuship
|
|
2010
|
|
170,057
|
|
MI
|
|
Sungdong
|
|
Spot
|
Premiership
|
|
2010
|
|
170,024
|
|
IoM
|
|
Sungdong
|
|
Spot
|
Squireship
|
|
2010
|
|
170,018
|
|
LIB
|
|
Sungdong
|
|
Spot
|
Guardianship
|
|
2011
|
|
56,884
|
|
MI
|
|
CSC Jinling
|
|
Spot
|
Gladiatorship
|
|
2010
|
|
56,819
|
|
BA
|
|
CSC Jinling
|
|
Spot
|
Average Age/Total dwt:
|
|
8.5 years
|
|
1,682,582
|
|
|
|
|
|
|
(1) |
This vessel is being chartered by Uniper Global Commodities SE and was delivered to the charterer on June 13, 2017 for a period of employment of about 12 months to about 18 months at a gross daily rate of $16,200.
|
(2) |
This vessel is being chartered by Oldendorff Carriers GmbH & Co. KG and was delivered to the charterer on June 28, 2017, in direct continuation of the vessel's previous time charter, for a period of about 18 months to about 22 months. The net daily charter hire is calculated at an index linked rate based on the five time charter routes rate of the Baltic Capesize Index. 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 forward freight agreement.
|
Customer
|
2016
|
2015
|
2014
|
|||||||||
A
|
18
|
%
|
-
|
-
|
||||||||
B
|
12
|
%
|
15
|
%
|
-
|
|||||||
C
|
-
|
47
|
%
|
-
|
||||||||
D
|
-
|
12
|
%
|
-
|
||||||||
E
|
-
|
10
|
%
|
-
|
||||||||
F
|
-
|
-
|
59
|
%
|
||||||||
G
|
-
|
-
|
29
|
%
|
||||||||
Total
|
30
|
%
|
84
|
%
|
88
|
%
|
(i) |
injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
|
(ii) |
injury to, or economic losses resulting from, the destruction of real and personal property;
|
(iii) |
net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;
|
(iv) |
loss of subsistence use of natural resources that are injured, destroyed or lost;
|
(v) |
lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and
|
(vi) |
net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
|
· |
on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status;
|
· |
on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;
|
· |
the development of vessel security plans;
|
· |
ship identification number to be permanently marked on a vessel's hull;
|
· |
a continuous synopsis record kept onboard showing a vessel's history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and
|
· |
compliance with flag state security certification requirements.
|
Asset Class / Definition
|
Standard Deadweight Tonnage
|
Standard Trading Routes
|
Primary Cargoes
|
Capesize
|
150,000 - 190,000 dwt
|
· Brazil to China
|
iron ore, coal
|
· Australia to China
|
|||
Panamax Bulker
|
65,000 - 100,000 dwt
|
· US to Far East
|
grains, iron ore, coal
|
Supramax (Handymax, Supramax, Ultramax)
|
40,000 – 65,000 dwt
|
· US to Europe
|
grains, fertilizers, coal, break bulk
|
· Various regional trades
|
Vessel Type
|
Scheduled Delivery (in mil dwt)
|
Present Fleet
|
Total Orderbook
|
|||
2017
|
2018
|
2019+
|
Total Orderbook
|
(as % of Present Fleet, mil dwt)
|
||
Capesize
|
1.4
|
1.6
|
2.7
|
5.7
|
188.2
|
3.03%
|
Panamax
|
16.5
|
4.8
|
4.1
|
25.4
|
201.0
|
12.64%
|
Supramax
|
15.5
|
3.5
|
1.8
|
20.8
|
194.2
|
10.71%
|
Overall
|
33.4
|
9.9
|
8.6
|
51.9
|
583.4
|
8.90%
|
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
|
Director Class
|
Stamatios Tsantanis
|
|
45
|
|
Chairman, Chief Executive Officer, Interim Chief Financial Officer & Director
|
|
A (term expires in 2019)
|
Christina Anagnostara
|
|
46
|
|
Director
|
|
B (term expires in 2020)
|
Elias Culucundis
|
|
74
|
|
Director*
|
|
A (term expires in 2019)
|
Dimitris Anagnostopoulos
|
|
70
|
|
Director*
|
|
C (term expires in 2018)
|
Ioannis Kartsonas
|
|
45
|
|
Director*
|
|
C (term expires in 2018)
|
|
||||||||
Identity of Person or Group
|
Number of
Shares Owned |
Percent of Class
(2)
|
||||||
Claudia Restis
(1)
|
59,780,442
|
74.7
|
%
|
|||||
Stamatios Tsantanis
|
500,200
|
1.4
|
%
|
|||||
Christina Anagnostara
|
—
|
*
|
||||||
Elias Culucundis
|
—
|
*
|
||||||
Dimitris Anagnostopoulos
|
—
|
*
|
||||||
Ioannis Kartsonas
|
—
|
*
|
||||||
Directors and executive officers as a group (5 individuals)
|
644,633
|
1.7
|
%
|
* |
Less than one percent.
|
(1) |
Based on the Schedule 13D/A filed by Jelco, Comet and Claudia Restis on October 20, 2017, Claudia Restis may be deemed to beneficially own 58,927,008 shares of our common shares through Jelco and 853,434 of our common shares through Comet, each through a revocable trust of which she is beneficiary. The shares she may be deemed to beneficially own through Jelco include (i) 4,222,223 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated March 12, 2015, that we issued to Jelco, (ii) 23,516,667 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 7, 2015, as amended, that we issued to Jelco and (iii) 15,277,778 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 27, 2017, that we issued to Jelco.
|
(2) |
Based on 36,979,346 common shares outstanding as of November 8, 2017 and any additional shares that such person may be deemed to beneficially own in accordance with rule 13d-3 under the Exchange Act.
|
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.
|
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.
|
||
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.
|
||
|
|
|
||
The board of directors must consist of at least one member.
|
|
The board of directors must consist of at least one member.
|
||
|
|
|
||
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, 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.
|
||
Any or all of the directors may be removed for cause by vote of the shareholders.
|
|
|||
|
|
|
|
|
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.
|
||
|
|
|
||
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.
|
|
|
· |
an individual citizen or resident of the United States;
|
· |
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; or
|
· |
an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or a trust if (i) a U.S. court can exercise primary supervision over the trust's administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
|
· |
financial institutions or "financial services entities";
|
· |
broker-dealers;
|
· |
taxpayers who have elected mark-to-market accounting;
|
· |
tax-exempt entities;
|
· |
governments or agencies or instrumentalities thereof;
|
· |
insurance companies;
|
· |
regulated investment companies;
|
· |
real estate investment trusts;
|
· |
certain expatriates or former long-term residents of the United States;
|
· |
persons that actually or constructively own 10% or more of our voting shares;
|
· |
persons that hold our warrants;
|
· |
persons that hold our common stock as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; or
|
· |
persons whose functional currency is not the U.S. dollar.
|
· |
we are organized in a foreign country (our "country of organization") that grants an "equivalent exemption" to corporations organized in the United States; and
|
· |
more than 50% of the value of our stock is owned, directly or indirectly, by "qualified shareholders," that are persons (i) who are "residents" of our country of organization or of another foreign country that grants an "equivalent exemption" to corporations organized in the United States, and (ii) we satisfy certain substantiation requirements, which we refer to as the "50% Ownership Test;" or
|
· |
our stock is "primarily" and "regularly" traded on one or more established securities markets in our country of organization, in another country that grants an "equivalent exemption" to United States corporations, or in the United States, which we refer to as the "Publicly-Traded Test."
|
· |
we have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and
|
· |
substantially all of our U.S. source gross shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
|
· |
at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or
|
· |
at least 50% of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income.
|
· |
the excess distribution or gain would be allocated ratably over the Non-Electing Holders' aggregate holding period for the common stock;
|
· |
the amount allocated to the current taxable year and any taxable year before we became a passive foreign investment company would be taxed as ordinary income; and
|
· |
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
|
· |
fails to provide an accurate taxpayer identification number;
|
· |
is notified by the IRS that backup withholding is required; or
|
· |
fails in certain circumstances to comply with applicable certification requirements.
|
Name
|
Number of Common Shares
|
||
Maxim Group LLC
|
|
|
|
Total
|
|
|
|
|
Total
|
|||||||||||
|
Per Common
Share |
No
Exercise |
Full
Exercise |
|||||||||
Public offering price
|
$
|
|
$
|
|
$
|
|
||||||
Underwriting discounts and commissions to be paid by us:
|
$
|
|
$
|
|
$
|
|
||||||
Proceeds, before expenses, to us
|
$
|
|
$
|
|
$
|
|
(a) |
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
|
(b) |
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representative for any such offer; or
|
(c) |
in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of common shares shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.
|
(a) |
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the common shares in circumstances in which Section 21(1) of the FSMA does not apply to us; and
|
(b) |
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the common shares in, from or otherwise involving the United Kingdom.
|
Commission registration fee
|
$
|
2,864
|
*
|
|
Financial Industry Regulatory Authority Filing fee
|
$
|
3,950
|
*
|
|
Printing expenses
|
$
|
50,000
|
||
Legal fees and expenses
|
$
|
150,000
|
||
Accounting fees and expenses
|
$
|
100,000
|
||
Miscellaneous fees and expenses
|
$
|
100,000
|
||
Total
|
$
|
400,000
|
· |
our Annual Report on Form 20-F for the year ended December 31, 2016, filed with the Commission on April 28, 2017; and
|
· |
our reports on Form 6-K furnished to the Commission on November 7, 2017, containing our unaudited consolidated interim financial statements and related Management's Discussion and Analysis of Financial Condition and Results of Operations for the nine-month period ended September 30, 2017, and on September 29, 2017, announcing the results of our annual meeting of shareholders.
|
|
|
|
|
PROSPECTUS
|
|
|
|
|
|
1. |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
|
(i) |
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
|
(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 20% 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. |
For the purposes 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.
|
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 (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.
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5. |
For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is relying on Rule 430B, each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
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6. |
For the purposes of determining liability under the Securities Act of 1933 to any purchaser in the initial distributions 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:
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(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(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;
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(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
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(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(i) |
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.
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(ii) |
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.
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SEANERGY MARITIME HOLDINGS CORP.
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By:
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/s/ Stamatios Tsantanis
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Name:
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Stamatios Tsantanis
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Title:
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Chief Executive Officer
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Signature
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Title
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/s/ Stamatios Tsantanis
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Director, Chief Executive Officer, Interim Chief Financial Officer, and Chairman of the Board
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
Stamatios Tsantanis
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/s/ Christina Anagnostara
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Director
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Christina Anagnostara
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/s/ Dimitris Anagnostopoulos
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Director
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Dimitris Anagnostopoulos
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/s/ Elias Culucundis
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Director
Director
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Elias Culucundis
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/s/ Ioannis Kartsonas
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Ioannis Kartsonas
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PUGLISI & ASSOCIATES
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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Number
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Description
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1.1
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3.1
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3.2
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3.3
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3.4
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3.5
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3.6
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3.7
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4.1
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5.1
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8.1
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10.1
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10.2
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10.3
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10.4
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10.5
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10.6
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10.7
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10.8
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10.9
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10.10
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10.11
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10.12
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10.13
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10.14
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10.15
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10.16
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10.17
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10.18
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10.19
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10.20
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10.21
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10.22
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10.23
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10.24
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10.25
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10.26
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10.27
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10.28
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10.29
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10.30
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10.31
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10.32
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10.33
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10.34
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10.35
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10.36
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10.37
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10.38
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10.39
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10.40
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10.41
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10.42
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10.43
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10.44
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10.45
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10.46
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10.47
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10.48
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10.49
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10.50
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10.51
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10.52
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10.53
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10.54
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10.55
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10.56
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10.57
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10.58
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10.59
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10.60
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10.61
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10.62
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10.63
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21.1
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23.1
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23.2
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23.3
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23.4
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24.1
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*
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Filed herewith.
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(1)
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Incorporated herein by reference to Annex M to Exhibit 99.1 to Seanergy Maritime Corp.'s report on Form 6-K filed with the Commission on July 31, 2008 (File No. 001-33690).
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(2)
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Incorporated herein by reference to Exhibit 99.1 to the registrant's report on Form 6-K filed with the Commission on July 20, 2011.
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(3)
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Incorporated herein by reference to Exhibit 3.3 to the registrant's registration statement on Form F-1MEF filed with the Commission on August 28, 2009 (File No. 333--161595).
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(4)
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Incorporated herein by reference to Exhibit 3.4 to the registrant's report on Form 6-K filed with the Commission on September 16, 2010 (File No. 001-34848).
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(5)
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Incorporated herein by reference to Exhibit 1 to the registrant's report on Form 6-K filed with the Commission on June 27, 2011.
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(6)
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Incorporated herein by reference to Exhibit 1 to the registrant's report on Form 6-K filed with the Commission on August 5, 2011.
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(7)
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Incorporated herein by reference to Exhibit 3.7 to the registrant's report on Form 6-K filed with the Commission on January 7, 2016.
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(8)
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Incorporated herein by reference to Exhibit 4.1 to the registrant's report on Form 6-K filed with the Commission on January 7, 2016.
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(9)
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Incorporated herein by reference to Exhibit 4.1 to the registrant's annual report on Form 20-F filed with the Commission on April 28, 2017.
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(10)
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Incorporated herein by reference to Exhibit 4.2 to the registrant's annual report on Form 20-F filed with the Commission on April 28, 2017.
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(11)
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Incorporated herein by reference to Exhibit C to the Schedule 13D/A related to the registrant filed by United Capital Investments Corp. with the Commission on September 12, 2014.
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(12)
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Incorporated herein by reference to Exhibit D to the Schedule 13D related to the registrant filed by Jelco Delta Holding Corp. with the Commission on March 12, 2015.
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(13)
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Incorporated herein by reference to Exhibit 4.6 to the registrant's annual report on Form 20-F filed with the Commission on April 28, 2017.
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(14)
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Incorporated herein by reference to Exhibit 4.51 to the registrant's annual report on Form 20-F filed with the Commission on April 21, 2015.
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(15)
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Incorporated herein by reference to Exhibit 4.10 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
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(16)
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Incorporated herein by reference to Exhibit 4.11 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
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(17)
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Incorporated herein by reference to Exhibit 4.12 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
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(18)
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Incorporated herein by reference to Exhibit 4.52 to the registrant's annual report on Form 20-F filed with the Commission on April 21, 2015.
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(19)
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Incorporated herein by reference to Exhibit 4.14 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
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(20)
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Incorporated herein by reference to Exhibit 4.15 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
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(21)
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Incorporated herein by reference to Exhibit 4.53 to the registrant's annual report on Form 20-F filed with the Commission on April 21, 2015.
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(22)
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Incorporated herein by reference to Exhibit 4.17 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
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(23)
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Incorporated herein by reference to Exhibit 10.18 to the registrant's registration statement on Form F-1 filed with the Commission on October 28, 2016.
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(24)
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Incorporated herein by reference to Exhibit B to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on April 13, 2015.
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(25)
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Incorporated herein by reference to Exhibit 10.17 to the registrant's registration statement on Form F-1 filed with the Commission on October 20, 2017.
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(26)
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Incorporated herein by reference to Exhibit 10.18 to the registrant's registration statement on Form F-1 filed with the Commission on October 20, 2017.
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(29)
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Incorporated herein by reference to Exhibit B to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 20, 2017.
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(28)
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Incorporated herein by reference to Exhibit 4.57 to the registrant's annual report on Form 20-F filed with the Commission on April 21, 2015.
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(29)
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Incorporated herein by reference to Exhibit 4.58 to the registrant's annual report on Form 20-F filed with the Commission on April 21, 2015.
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(30)
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Incorporated herein by reference to Exhibit 4.38 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
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(31)
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Incorporated herein by reference to Exhibit 10.43 to the registrant's registration statement on Form F-1 filed with the Commission on October 28, 2016.
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(32)
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Incorporated herein by reference to Exhibit 4.43 to the registrant's annual report on Form 20-F filed with the Commission on April 28, 2017.
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(33)
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Incorporated herein by reference to Exhibit B to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 29, 2015.
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(34)
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Incorporated herein by reference to Exhibit C to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on December 29, 2015.
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(35)
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Incorporated herein by reference to Exhibit D to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on December 29, 2015.
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(36)
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Incorporated herein by reference to Exhibit A to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on February 11, 2016.
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(37)
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Incorporated herein by reference to Exhibit A to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on March 14, 2016.
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(38)
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Incorporated herein by reference to Exhibit 10.1 to the registrant's report on Form 6-K filed with the Commission on August 5, 2016.
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(39)
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Incorporated herein by reference to Exhibit 10.2 to the registrant's report on Form 6-K filed with the Commission on August 5, 2016.
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(40)
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Incorporated herein by reference to Exhibit 10.3 to the registrant's report on Form 6-K filed with the Commission on August 5, 2016.
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(41)
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Incorporated herein by reference to Exhibit A to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on April 7, 2017.
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(42)
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Incorporated herein by reference to Exhibit 10.34 to the registrant's registration statement on Form F-1 filed with the Commission on October 20, 2017.
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(43)
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Incorporated herein by reference to Exhibit C to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 20, 2017.
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(44)
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Incorporated herein by reference to Exhibit 4.39 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
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(45)
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Incorporated herein by reference to Exhibit 10.45 to the registrant's registration statement on Form F-1 filed with the Commission on October 28, 2016.
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(46)
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Incorporated herein by reference to Exhibit 10.46 to the registrant's registration statement on Form F-1 filed with the Commission on October 28, 2016.
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(47)
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Incorporated herein by reference to Exhibit 4.47 to the registrant's annual report on Form 20-F filed with the Commission on April 28, 2017.
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(48)
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Incorporated herein by reference to Exhibit 10.40 to the registrant's registration statement on Form F-1 filed with the Commission on October 20, 2017.
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(49)
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Incorporated herein by reference to Exhibit 4.40 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
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(50)
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Incorporated herein by reference to Exhibit 10.48 to the registrant's registration statement on Form F-1 filed with the Commission on October 28, 2016.
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(51)
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Incorporated herein by reference to Exhibit 4.41 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
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(52)
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Incorporated herein by reference to Exhibit 4.51 to the registrant's annual report on Form 20-F filed with the Commission on April 28, 2017.
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(53)
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Incorporated herein by reference to Exhibit 4.52 to the registrant's annual report on Form 20-F filed with the Commission on April 28, 2017.
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(54)
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Incorporated herein by reference to Exhibit 10.50 to the registrant's registration statement on Form F-1 filed with the Commission on October 28, 2016.
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(55)
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Incorporated herein by reference to Exhibit 10.47 to the registrant's registration statement on Form F-1 filed with the Commission on October 20, 2017.
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(56)
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Incorporated herein by reference to Exhibit 10.48 to the registrant's registration statement on Form F-1 filed with the Commission on October 20, 2017.
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(57)
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Incorporated herein by reference to Exhibit 10.51 to the registrant's registration statement on Form F-1 filed with the Commission on October 28, 2016.
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(58)
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Incorporated herein by reference to Exhibit 10.50 to the registrant's registration statement on Form F-1 filed with the Commission on October 20, 2017.
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(59)
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Incorporated herein by reference to Exhibit 10.51 to the registrant's registration statement on Form F-1 filed with the Commission on October 20, 2017.
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(60)
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Incorporated herein by reference to Exhibit 10.52 to the registrant's registration statement on Form F-1/A filed with the Commission on November 29, 2016.
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(61)
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Incorporated herein by reference to Exhibit 10.53 to the registrant's registration statement on Form F-1/A filed with the Commission on November 29, 2016.
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(62)
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Incorporated herein by reference to Exhibit 4.55 to the registrant's annual report on Form 20-F filed with the Commission on April 28, 2017.
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(63)
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Incorporated herein by reference to Exhibit 4.56 to the registrant's annual report on Form 20-F filed with the Commission on April 28, 2017.
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(64)
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Incorporated herein by reference to Exhibit 4.57 to the registrant's annual report on Form 20-F filed with the Commission on April 28, 2017.
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(65)
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Incorporated herein by reference to Exhibit 10.57 to the registrant's registration statement on Form F-1 filed with the Commission on October 20, 2017.
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(66)
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Incorporated herein by reference to Exhibit 10.58 to the registrant's registration statement on Form F-1 filed with the Commission on October 20, 2017.
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(67)
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Incorporated herein by reference to Exhibit 10.59 to the registrant's registration statement on Form F-1 filed with the Commission on October 20, 2017.
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(68)
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Incorporated herein by reference to Exhibit 10.60 to the registrant's registration statement on Form F-1 filed with the Commission on October 20, 2017.
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(69)
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Incorporated herein by reference to Exhibit A to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 20, 2017.
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(70)
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Incorporated herein by reference to Exhibit D to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 20, 2017.
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(71)
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Incorporated herein by reference to Exhibit 10.63 to the registrant's registration statement on Form F-1 filed with the Commission on October 20, 2017.
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Very Truly Yours,
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||
SEANERGY MARITIME HOLDINGS CORP.
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||
By:
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||
Name: Stamatios Tsantanis
|
||
Title: Chief Executive Officer
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By:
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||
Name:
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||
Title:
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Name of Underwriter
|
Number of Common Shares
|
||
Maxim Group LLC
|
[●]
|
||
[●]
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[●]
|
||
Total
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[●]
|
||
Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
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TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
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901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
|
||
Very truly yours,
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/s/ Seward & Kissel LLP
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Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
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|||
TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
|
901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
|
||
November 8, 2017
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Re:
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Seanergy Maritime Holdings Corp.
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Very truly yours,
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/s/ Seward & Kissel LLP
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Subsidiary
|
Jurisdiction of Incorporation
|
Seanergy Management Corp.
Martinique International Corp.
Harbour Business International Corp.
Pembroke Chartering Services Limited
Sea Glorius Shipping Co.
Sea Genius Shipping Co.
Seanergy Shipmanagement Corp.
Leader Shipping Co.
Premier Marine Co.
Gladiator Shipping Co.
Guardian Shipping Co.
Champion Ocean Navigation Co.
Squire Ocean Navigation Co.
Maritime Capital Shipping Limited
Maritime Capital Shipping (HK) Limited
Maritime Glory Shipping Limited
Maritime Grace Shipping Limited
Atlantic Grace Shipping Limited
Emperor Holding Ltd.
Lord Ocean Navigation Co.
Knight Ocean Navigation Co.
Partner Shipping Co.
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Marshall Islands
British Virgin Islands
British Virgin Islands
Malta
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Liberia
Liberia
Bermuda
Hong Kong
British Virgin Islands
British Virgin Islands
British Virgin Islands
Marshall Islands
Liberia
Liberia
Marshall Islands
|