Republic of the Marshall Islands
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4412
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N.A.
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(State or other jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification No.) |
Will Vogel, Esq.
Watson Farley & Williams LLP
250 West 55th Street
New York, New York 10019
(212) 922-2200 (telephone number)
(212) 922-1512 (facsimile number)
|
Barry I. Grossman, Esq.
Lawrence A. Rosenbloom, Esq.. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300 (telephone number) (212) 370-7889 (facsimile number) |
†
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The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
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Title of Each Class of Securities to be Registered
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Proposed Maximum
Aggregate Offering Price(1)(2)
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Amount of
Registration Fee (9)
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||||||
Units consisting of
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||||||||
(i) Common shares, par value $0.0001 per share
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$
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1,205,757.58
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|
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||||
(ii) Class D Warrants to purchase common shares (3)
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—
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|||||||
Pre-funded warrants to purchase common shares (3)(4)(5)
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—
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|||||||
Common shares, par value $0.0001 per share, underlying Class D Warrants (6)
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$
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1,205,757.58
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||||||
Common shares, par value $0.0001 per share, underlying pre-funded warrants (4)(5)
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—
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|||||||
Representative’s common share purchase warrant (7)
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—
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|||||||
Common shares underlying representative’s common share purchase warrant (8)
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$
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75,359.84
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||||||
Total
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$
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2,486,875
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$
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323
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(1)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended. Pursuant to Rule 416, there are
also being registered such indeterminable additional securities as may be issued to prevent dilution as a result of stock splits, stock dividends or similar transactions.
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(2)
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Includes the offering price of common shares that may be sold pursuant to the option of the representative of the underwriters to purchase additional common shares.
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(3)
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In accordance with Rule 457(i) under the Securities Act, no separate registration fee is required with respect to the warrants registered hereby.
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(4)
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The proposed maximum aggregate offering price of the common shares proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants offered
and sold in the offering, and as such the proposed maximum offering price of the common shares and pre-funded warrants (including the common shares issuable upon exercise of the pre-funded warrants) if any, is $1,205,757.58.
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(5)
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The registrant may issue pre-funded warrants to purchase common shares in the offering. The purchase price of each pre-funded warrant will equal the price per share at which shares of common shares are being
sold to the public in this offering, minus $0.01, which constitutes the pre-funded portion of the exercise price, and the remaining unpaid exercise price of the pre-funded warrant will equal $0.01 per share (subject to adjustment as provided
for therein).
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(6)
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Based on a per-share exercise price for the Class D Warrants of 100% of the public offering price per unit in this offering.
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(7)
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No fee pursuant to Rule 457(g) under the Securities Act.
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(8)
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Based on a per-share exercise price of 125% of the unit price for the Representative’s common share purchase warrant.
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(9)
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In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of
the securities to be sold under the related registration statement on Form F-1 (File No. 333-237328), as amended, is hereby registered.
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Number
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Description
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Opinion of Watson Farley & Williams LLP, as to the validity of the securities*
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Opinion of Watson Farley & Williams LLP, with respect to certain tax matters*
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Consent of Ernst & Young (Hellas) Certified Auditors-Accountants S.A.*
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Consent of Watson Farley & Williams LLP (included in its opinion filed as Exhibit 5.1)
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Consent of Watson Farley & Williams LLP (included in its opinion filed as Exhibit 8.1)
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Powers of Attorney (Included in the signature page hereto)
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*
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Filed herewith.
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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 and
Chairman of the Board (Principal Executive Officer) |
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Stamatios Tsantanis
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||
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/s/ Stavros Gyftakis*
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
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Stavros Gyftakis
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||
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/s/ Christina Anagnostara*
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Director
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Christina Anagnostara
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/s/ Dimitrios Anagnostopoulos*
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Director
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Dimitrios Anagnostopoulos
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/s/ Elias Culucundis*
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Director
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Elias Culucundis
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/s/ Ioannis Kartsonas*
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Director
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Ioannis Kartsonas
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* Pursuant to power of attorney
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||
By:
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/s/ Stamatios Tsantanis
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Stamatios Tsantanis
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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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(a)
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the Rule 462(b) Registration Statement, the Registration Statement, and the Prospectus;
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(b)
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the form of Class D Warrant to be entered into by the Company;
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(c)
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the form of Pre-Funded Warrant to be entered into by the Company;
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(d)
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the form of Representative’s Warrant to be entered into by the Company;
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(e)
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the Company’s restated articles of incorporation and second amended and restated bylaws of the Company (each as amended to date, together, the “Articles and Bylaws”); and
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(f)
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such other papers, documents, agreements, certificates of public officials and certificates of representatives of the Company as we have deemed relevant and necessary as the basis for the opinions
hereafter expressed.
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1.
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The Units, the Unit Shares, the Warrants and the Warrant Shares have been duly authorized by the Company.
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2.
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The Unit Shares, when issued, sold and paid for in accordance with the Rule 462(b) Registration Statement, the Registration Statement, and Prospectus, will be validly issued, fully paid, and
nonassessable.
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3.
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Assuming each of the Warrants is issued and delivered as contemplated in the Prospectus, the relevant Warrant Shares, when issued, delivered and paid for upon the exercise of such Warrants in accordance
with their respective terms, will be validly issued, fully paid and non-assessable.
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4.
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When the Units and Warrants are issued and delivered as contemplated in the Prospectus, the Units and Warrants will constitute valid and legally binding obligations of the Company in accordance with
their terms, except as the enforcement thereof (i) may be limited by any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, fraudulent obligation, moratorium or other similar laws affecting
generally the enforceability of creditors’ rights and remedies or the collection of debtor’s obligations from time to time in effect, and (ii) is subject to general principles of equity, regardless of whether such enforceability is
considered in a proceeding in equity or at law, including the application of principles of good faith, fair dealing, course of dealing, course of performance, commercial reasonableness, materiality, unconscionability and conflict with
public policy and other similar principles, or other law relating to or affecting creditors’ rights generally and general principles of equity.
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(a)
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the Rule 462(b) Registration Statement, the Registration Statement, and the Prospectus;
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(i)
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such other papers, documents, agreements, certificates of public officials and certificates of representatives of the Company, as
we have deemed relevant and necessary as the basis for the opinions hereafter expressed.
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