Seanergy Maritime Holdings Corp. (Form: 6-K, Received: 12/10/2021 17:20:36)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2021

Commission File Number: 001-34848

SEANERGY MARITIME HOLDINGS CORP.
(Translation of registrant’s name into English)

154 Vouliagmenis Avenue

166 74 Glyfada

Athens, Greece
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _______

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _______

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Prepayment of Convertible Notes and Repurchase of Warrant

On December 10, 2021, Seanergy Maritime Holdings Corp., a Marshall Islands corporation (“we”, “us”, “our”, or the “Company”) prepaid the outstanding principal amount of two convertible notes held by Jelco Delta Holding Corp. (“Jelco”) in an aggregate amount of $13.95 million.

On December 7, 2021, we entered into a warrant repurchase agreement with Jelco to repurchase a common stock purchase warrant to purchase 4,285,714 common shares of the Company.

These transactions closed, all obligations were terminated under the two convertible notes and the warrant was cancelled, on December 10, 2021.

Authorization of Repurchase Plan

In addition to the prepayment of the convertible notes and warrant repurchase described above, the Company has repurchased 1,595,803 of its outstanding common shares at an average price of approximately $0.998 pursuant to its previously-announced share repurchase program. The Company’s board of directors has authorized the repurchase of an additional $10 million of outstanding securities of the Company, including its outstanding convertible notes, effective immediately, in the period ending December 31, 2022.

Expiration of the Class A Warrants

The Company’s previously-issued Class A Warrants, trading under the symbol SHIPW, expire according to their terms at 5:00 p.m. New York City time on December 13, 2021. Under the procedures of the Nasdaq Capital Market, the Class A Warrants were suspended from trading in advance of their expiration, as of December 9, 2021.

Update on Outstanding Capital Stock

As of the date of this Form 6-K, the Company’s outstanding capital stock consists of 173,092,437 issued and outstanding common shares and 20,000 Series B preferred shares.

Series B Preferred Shares

On December 10, 2021, we entered into a stock purchase agreement and issued 20,000 of our newly-designated Series B preferred shares, par value $0.0001 per share, to our Chairman and Chief Executive Officer, Stamatios Tsantanis, in return for cash consideration of $250,000.

The issuance of the Series B preferred shares was approved by a special independent committee of the Board of Directors of the Company, which received a fairness opinion from an independent financial advisor that the transaction was for a fair value to all shareholders of the Company.

The following description of the characteristics of the Series B preferred shares is a summary and does not purport to be complete and is qualified by reference to the Statement of Designation attached hereto as Exhibit 99.4.

Voting. To the fullest extent permitted by law, each Series B preferred share entitles the holder hereof to 25,000 votes per share on all matters submitted to a vote of the shareholders of the Company, provided however, that no holder of Series B preferred shares may exercise voting rights pursuant to Series B preferred shares that would result in the aggregate voting power of any beneficial owner of such shares and its affiliates (whether pursuant to ownership of Series B preferred shares, common shares or otherwise) to exceed 49.99% of the total number of votes eligible to be cast on any matter submitted to a vote of shareholders of the Company. To the fullest extent permitted by law, the holder of Series B preferred shares shall have no special voting or consent rights and shall vote together as one class with the holders of the common shares on all matters put before the shareholders.

Conversion. The Series B preferred shares are not convertible into common shares or any other security.

Redemption. The Series B preferred shares are not redeemable.

Dividends. The Series B preferred shares have no dividend rights.

Transferability. All issued and outstanding Series B preferred shares must be held of record by one holder, and the Series B preferred shares shall not be transferred or sold without the prior approval of our board of directors.

Liquidation Preference. Upon any liquidation, dissolution or winding up of the Company, the Series B preferred shares will rank pari-passu with the common shareholders and shall be entitled to receive a payment equal to the par value of $0.0001 per share. The Series B preferred holder has no other rights to distributions upon any liquidation, dissolution or winding up of the Company.

Risk Factors

The following should be read in conjunction with the risk factors previously disclosed in our Annual Report on Form 20-F for the fiscal year ended December 31, 2020.

The superior voting rights of our Series B preferred shares may limit the ability of our common shareholders to control or influence corporate matters., and the interests of the holder of such shares could conflict with the interests of common shareholders

While our common shares have one vote per share, each of our 20,000 Series B preferred shares presently outstanding has 25,000 votes per share; however, the voting power of the Series B preferred shares is limited such that no holder of Series B preferred shares may exercise voting rights pursuant to any Series B preferred shares that would result in the total number of votes a holder is entitled to vote on any matter submitted to a vote of shareholders of the Company to exceed 49.99% of the total number of votes eligible to be cast on such matter. The Series B preferred shares, however, have no dividend rights or distribution rights, other than the right upon dissolution to receive a payment equal to the par value per of $0.0001 per share.

As of the date of this report on Form 6-K, our Chairman and Chief Executive Officer can therefore control 49.99% of the voting power of our outstanding capital stock. Our Chairman and Chief Executive Officer will have substantial control and influence over our management and affairs and over matters requiring shareholder approval, including the election of directors and significant corporate transactions, even though he owns significantly less than 50% of the Company economically.

The superior voting rights of our Series B preferred shares may limit our common shareholders’ ability to influence corporate matters. The interests of the holder of the Series B preferred shares may conflict with the interests of our common shareholders, and as a result, the holders of our capital stock may approve actions that our common shareholders do not view as beneficial. Any such conflicts of interest could adversely affect our business, financial condition and results of operations, and the trading price of our common shares.

Anti-takeover provisions in our restated articles of incorporation, as amended, and third amended and restated bylaws could make it difficult for our shareholders to replace or remove our current board of directors or could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares.

Several provisions of our restated articles of incorporation, as amended, and third amended and restated bylaws may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our Board to maximize shareholder value in connection with any unsolicited offer to acquire our company. However, these anti-take-over provisions could make it difficult for our shareholders to change the composition of our board of directors in any one year, preventing them from changing the composition of our management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that some shareholders may consider favorable.

These provisions:

•	authorize our board of directors to issue “blank check” preferred stock without shareholder approval, including preferred shares with superior voting rights, such as the Series B preferred shares;

•	provide for a classified board of directors with staggered, three-year terms;

•	permit the removal of any director only for cause;

•	prohibiting shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action;

•	limiting the persons who may call special meetings of shareholders; and

•	establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at meetings of shareholders.

These anti-takeover provisions could substantially impede the ability of our shareholders to impose a change in control and, as a result, may adversely affect the market price of our common shares and your ability to realize any potential change of control premium.

Issuance of preferred shares, such as our Series B preferred shares, may adversely affect the voting power of our common shareholders and have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares.

Our restated articles of incorporation, as amended, currently authorize our board of directors to issue preferred shares in one or more series and to determine the rights, preferences, privileges and restrictions, with respect to, among other things, dividends, conversion, voting, redemption, liquidation and the number of shares constituting any series without shareholders' approval. Our board of directors has issued, and may in the future issue, preferred shares with voting rights superior to those of the common shares, such as the Series B preferred shares. If our board of directors determines to issue preferred shares, such issuance may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable. The issuance of preferred shares with voting and conversion rights may also adversely affect the voting power of the holders of common shares. This could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and our shareholders' ability to realize any potential change of control premium.

Safe Harbor Statement

This report on Form 6-K contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events. Words such as "may", "should", "expects", "intends", "plans", "believes", "anticipates", "hopes", "estimates" and variations of such words and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks and are based upon a number of assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the Company's operating or financial results; the Company's liquidity, including its ability to service its indebtedness; competitive factors in the market in which the Company operates; shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand; future, pending or recent acquisitions and dispositions, business strategy, areas of possible expansion or contraction, and expected capital spending or operating expenses; risks associated with operations outside the United States; risks associated with the length and severity of the ongoing novel coronavirus (COVID-19) outbreak, including its effects on demand for dry bulk products and the transportation thereof; and other factors listed from time to time in the Company's filings with the SEC, including its most recent annual report on Form 20-F. The Company's filings can be obtained free of charge on the SEC's website at www.sec.gov. Except to the extent required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

EXHIBIT INDEX

99.1	Press release dated December 2, 2021 entitled “Seanergy Maritime Announces Delivery & Immediate Period Employment of M/V Dukeship.”

99.2	Press release dated December 7, 2021 entitled “Seanergy Maritime Announces $16.6 Million Buyback of Convertible Notes, Warrants and Common Shares, as well as Open-Market Stock Purchases by the CEO.”

99.3	Press release dated December 9, 2021 entitled “Seanergy Maritime Awarded ‘The Dry Cargo Company of the Year’ at the Lloyd’s List Greek Shipping Awards 2021.”

99.4	Statement of Designation of Series B Preferred Shares dated December 10, 2021

99.5	Warrant Repurchase Agreement dated December 7, 2021

THIS REPORT ON FORM 6-K, EXCLUDING THE STATEMENTS ATTRIBUTED TO THE COMPANY’S CHIEF EXECUTIVE OFFICER, IS HEREBY INCORPORATED BY REFERENCE INTO THE COMPANY’S REGISTRATION STATEMENTS ON FORM F-3 (FILE NOS. 333-257693, 333-253332, 333-238136, 333-237500, 333-221058, 333-166697, 333-169813 AND 333-214967).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: December 10, 2021

	SEANERGY MARITIME HOLDINGS CORP.

	By:	/s/ Stamatios Tsantanis
	Name:	Stamatios Tsantanis
	Title:	Chief Executive Officer

Exhibit 99.1

Seanergy Maritime Announces Delivery & Immediate Period Employment of

M/V Dukeship

December 2, 2021 - Glyfada, Greece - Seanergy Maritime Holdings Corp. (the “Company” or “Seanergy”) (NASDAQ: SHIP) announced today the delivery of a previously-announced Capesize vessel acquisition, M/V Dukeship (the “Vessel”), and the simultaneous commencement of its time charter (“T/C”) employment. In addition, the Company has successfully closed the previously-announced sustainability-linked loan facility with Piraeus Bank (the “Facility”).

Delivery of the M/V Dukeship

The M/V Dukeship, a 181,500-dwt Capesize bulk carrier, built in 2010 by Sasebo Heavy Industries in Japan, was delivered to Seanergy on November 26, 2021 and has already commenced the T/C with its charterers, NYK, for a term of about 13 to 18 months. The gross daily rate is based at a premium over the Baltic Capesize Index.

Following this delivery, the seventh in 2021 to-date, Seanergy’s fleet has increased to 17 Capesize vessels with an aggregate cargo carrying capacity that exceeds 3 million dwt.

Sustainability-linked loan

The previously-announced sustainability-linked loan was drawn on November 15, 2021. The $16.85 million principal will amortize over a five-year term with a final balloon payment of $6.1 million at maturity and an interest rate of 3.05% plus LIBOR per annum. The pricing can be further improved based on certain emission reduction thresholds.

Stamatis Tsantanis, the Company’s Chairman & Chief Executive Officer, stated:

“I am very pleased with the final delivery of our 17^thcapesize vessel in a great market timing. The Dukeship already commenced its time-charter with a world renowned charterer.

“Our fleet is now 100% under period employment, with the vast majority on index-linked T/Cs.The current Baltic Capesize Index is $37,600 per day.

“Finally, the recent closing of the sustainability-linked loan facility reiterates our solid commitment to our ESG objectives.”

Company fleet:

Vessel Name	Vessel Class	Capacity (DWT)	Year Built	Yard	Scrubber Fitted	Employment	Minimum T/C duration
Patriotship	Capesize	181,709	2010	Imabari	Yes	T/C – fixed rate	1 year
Dukeship	Capesize	181,453	2010	Sasebo	No	T/C Index Linked	13 months
Worldship	Capesize	181,415	2012	Koyo - Imabari	Yes	T/C – fixed rate	1 year
Hellasship	Capesize	181,325	2012	Imabari	No	T/C Index Linked	11 months
Fellowship	Capesize	179,701	2010	Daewoo	No	T/C Index Linked	1 year
Championship	Capesize	179,238	2011	Sungdong SB	Yes	T/C Index Linked	5 years
Partnership	Capesize	179,213	2012	Hyundai	Yes	T/C Index Linked	3 years
Knightship	Capesize	178,978	2010	Hyundai	Yes	T/C Index Linked	3 years
Lordship	Capesize	178,838	2010	Hyundai	Yes	T/C Index Linked	3 years
Goodship	Capesize	177,536	2005	Mitsui	No	T/C Index Linked	9 months
Friendship	Capesize	176,952	2009	Namura	No	T/C Index Linked	17 months
Tradership	Capesize	176,925	2006	Namura	No	T/C Index Linked	11 months
Flagship	Capesize	176,387	2013	Mitsui	No	T/C Index Linked	5 years
Gloriuship	Capesize	171,314	2004	Hyundai	No	T/C Index Linked	10 months
Geniuship	Capesize	170,057	2010	Sungdong SB	No	T/C Index Linked	11 months
Premiership	Capesize	170,024	2010	Sungdong SB	Yes	T/C Index Linked	3 years
Squireship	Capesize	170,018	2010	Sungdong SB	Yes	T/C Index Linked	3 years
Total / Average age		3,011,083	11.7

About Seanergy Maritime Holdings Corp.

Seanergy Maritime Holdings Corp. is the only pure-play Capesize ship-owner publicly listed in the US. Seanergy provides marine dry bulk transportation services through a modern fleet of Capesize vessels. The Company's operating fleet consists of 17 Capesize vessels with an average age of 11.7 years and aggregate cargo carrying capacity of approximately 3,011,083 dwt.

The Company is incorporated in the Marshall Islands and has executive offices in Glyfada, Greece. The Company's common shares trade on the Nasdaq Capital Market under the symbol “SHIP”, its Class A warrants under “SHIPW” and its Class B warrants under “SHIPZ”.

Please visit our company website at: www.seanergymaritime.com.

Forward-Looking Statements

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events. Words such as "may", "should", "expects", "intends", "plans", "believes", "anticipates", "hopes", "estimates" and variations of such words and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks and are based upon a number of assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the Company's operating or financial results; the Company's liquidity, including its ability to service its indebtedness; competitive factors in the market in which the Company operates; shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand; future, pending or recent acquisitions and dispositions, business strategy, areas of possible expansion or contraction, and expected capital spending or operating expenses; risks associated with operations outside the United States; risks associated with the length and severity of the ongoing novel coronavirus (COVID-19) outbreak, including its effects on demand for dry bulk products and the transportation thereof; and other factors listed from time to time in the Company's filings with the SEC, including its most recent annual report on Form 20-F. The Company's filings can be obtained free of charge on the SEC's website at www.sec.gov. Except to the extent required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

For further information please contact:

Seanergy Investor Relations

Tel: +30 213 0181 522

E-mail: ir@seanergy.gr

Capital Link, Inc.

Paul Lampoutis

230 Park Avenue Suite 1536

New York, NY 10169

Tel: (212) 661-7566

Exhibit 99.2

Seanergy Maritime Announces $16.6 Million Buyback of

Convertible Notes, Warrants and Common Shares, as well as

Open-Market Stock Purchases by the CEO

Highlights:

◾

Buyback of $13.95 million of Convertible Notes

◾

Buyback of Warrant to purchase 4.3 million shares

◾

Buyback of 1.6 million of common shares

◾

Elimination of potential dilution by 17.5 million shares

◾

CEO open market purchases of 0.3 million shares

◾

Seanergy BOD approves new buyback plan of $10 million

December 7, 2021 - Glyfada, Greece - Seanergy Maritime Holdings Corp. (the “Company” or “Seanergy”) (NASDAQ: SHIP) announced today an aggregate of $16.6 million in buyback and elimination of:

(i)	two outstanding convertible notes with 5.5% coupon and a conversion price of $1.20 per share (the “Notes”),

(ii)	the entire amount of warrants to purchase common shares at an exercise price of $0.70 (the “Warrant”) held by the holder of the Notes and

(iii)

buyback of common shares, fully utilizing its previously announced share repurchase plan.

Moreover, Seanergy’s Chairman & CEO, Stamatis Tsantanis, has purchased in 2021 to date an additional 300,000 of the Company’s common shares in the open market.

Following the completion of the previously announced repurchase plan, the Board of Directors has authorized an additional repurchase plan (the “Plan”), under which the Company may repurchase up to $10 million of its common shares, convertible notes or warrants.

Notes

The Company will buyback and eliminate the Notes with an aggregate outstanding principal of $13.95 million held by Jelco Delta Holding Corp. (“Jelco”) at their full-face value, without any prepayment cost or additional consideration. The prepayment is expected to take place on December 10, 2021.

Based on an exercise price of $1.20 per share, the buyback will pre-empt potential dilution of 11.63 million shares. In conjunction with the repurchase of the Notes the Company expects to record a non-cash accounting loss of approximately $6.75 million in the fourth quarter of 2021. However, since the Notes carry a fixed coupon of 5.5% p.a., the Company will realise annual interest savings of $767,250 per year. In addition, the prepayment will have a positive impact on the income statement for the subsequent periods through the elimination of non-cash charges of an average of $2.9 million per year.

Warrant

The Company is also buying back from the holder of the Notes their sole outstanding Warrant to purchase 4,285,714 million shares for $1,023,136.

Common Shares

Following the end of the blackout period associated with the issuance of the financial results of the third quarter of 2021 and to-date, the Company has repurchased 1,595,803 of its outstanding common shares at an average price of approximately $0.998 pursuant to its previously-announced share repurchase program.

Stamatis Tsantanis, the Company’s Chairman & Chief Executive Officer, stated:

“As previously communicated to our shareholders, these strategic transactions are aimed to enhance shareholder value, reduce potential dilution from outstanding share-linked instruments and eliminate legacy overhang on our share price. At the same time, we generate significant savings in interest expense.

“The completion of the first phase of our buyback program of common shares, convertible notes and warrants reflects our firm belief that our share price is significantly undervalued. In this context, I have also continued my open market purchases of Seanergy’s shares, which indicates my strong confidence in the Company and its fundamentals.

“Our strong balance sheet coupled with our fleet’s robust cash-flow generating capacity reinforce our Company’s ability to continue on the same path without compromising our solid liquidity position.”

Summary of Repurchases:

The following table summarizes the repurchases of the various instruments:

	Purchase price	Price per share	Shares
Warrants	$1,023,136	$0.939**	4,285,714*
Note 1	$200,000	$1.200	166,666*
Note 3	$13,750,000	$1.200	11,458,333*
Common Shares	$1,593,150	$0.998	1,595,803
Total / Average	$16,566,286	$1.118	17,506,516

*Not issued: shares underlying convertible securities

**Including $0.70 warrant exercise price per share

The Plan

The Company may repurchase common shares in open-market transactions pursuant to Rule 10b-18 of the Securities Exchange Act of 1934, as amended, or pursuant to a trading plan adopted in accordance with Rule 10b5‐1 of the Securities Exchange Act of 1934.

Any repurchases pursuant to the Plan will be made at management’s discretion at prices considered to be attractive and in the best interests of both the Company and its shareholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, applicable securities laws and the Company’s financial performance. The Plan may be suspended, terminated, or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The Plan does not obligate the Company to purchase any of its shares, and the Company may repurchase other outstanding securities of the Company, including its outstanding convertible notes, under the Plan. The Board of Directors’ authorization of the Plan is effective immediately and expires on December 31, 2022.

About Seanergy Maritime Holdings Corp.

Please visit our company website at: www.seanergymaritime.com.

Forward-Looking Statements

For further information please contact:

Seanergy Investor Relations

Tel: +30 213 0181 522

E-mail: ir@seanergy.gr

Capital Link, Inc.

Paul Lampoutis

230 Park Avenue Suite 1536

New York, NY 10169

Tel: (212) 661-7566

Exhibit 99.3

Seanergy Maritime Awarded ‘‘The Dry Cargo Company of the Year’’

at the Lloyd’s List Greek Shipping Awards 2021

December 9, 2021 - Glyfada, Greece - Seanergy Maritime Holdings Corp. (the “Company” or “Seanergy”) (NASDAQ: SHIP) announced today that it received “The Dry Cargo Company for the Year” award by Lloyd’s List Greek Shipping Awards that took place in Athens, Greece on December 3, 2021.

Based on nominations from the wider shipping community assessed by a distinguished panel of industry judges, the Lloyds List Greek Shipping Awards highlight the year's top performers in the industry. Since 2004, the Annual Lloyd’s List Greek Shipping Awards have been recognizing the best in the dynamic worldwide shipping industry.

In his introductory speech, Nigel Lowry, the Lloyds List Greek Correspondent, emphasized not only the successful financial transformation of the Company, but also its sole concentration on the Capesize sector following the Company’s 70% fleet increase during 2021 only, as well as Seanergy’s ability to navigate remarkably through unprecedently adverse market conditions.

Stamatis Tsantanis, the Chairman & CEO of Seanergy, accompanied the receipt of the award with a short yet meaningful speech: “There are no words to describe the honor and pride I feel for Seanergy to receive this award. What a year it was for our Company to achieve all these milestones, becoming one of the most prominent capesize drybulk Companies globally!

“Nothing of that would be possible without the dream team that Seanergy has in the office, without the dream team that Seanergy has onboard our ships! And nothing, of course, is possible without big sacrifices on a personal and family level.

I would like to say a big thanks to our shareholders, our Board of Directors, our seafarers, my colleagues and my family.

“The landscape of shipping is transforming very, very rapidly. There are so many changes to happen in the next few years, that the industry has not experienced in at least 20 years. Seanergy will continue to be at the forefront of these developments in a very leading position!”

About Seanergy Maritime Holdings Corp.

Please visit our company website at: www.seanergymaritime.com.

Forward-Looking Statements

For further information please contact:

Seanergy Investor Relations

Tel: +30 213 0181 522

E-mail: ir@seanergy.gr

Capital Link, Inc.

Paul Lampoutis

230 Park Avenue Suite 1536

New York, NY 10169

Tel: (212) 661-7566

Exhibit 99.4

STATEMENT OF DESIGNATION OF RIGHTS, PREFERENCES

AND PRIVILEGES OF SERIES B PREFERRED STOCK OF

SEANERGY MARITIME HOLDINGS CORP.

(Pursuant to Section 35 of the Business Corporations Act of the Republic of the Marshall Islands)

The Restated Articles of Incorporation, as amended, of Seanergy Maritime Holdings Corp., a Marshall Islands corporation (the “Corporation”) confers upon the Board of Directors of the Corporation (the “Board of Directors”) the authority to provide for the issuance of shares of preferred stock in series and to establish the number of shares to be included in each such series and to fix by resolution or resolutions the designations and the powers, preferences and relative, participating, optional or other rights and qualifications, limitations or restrictions thereon. On December 9, 2021, the Board of Directors duly adopted the following resolution creating a series of preferred stock designated as the Series B Preferred Stock, comprised initially of 20,000 shares and such resolution has not been modified and is in full force and effect on the date hereof:

RESOLVED that, pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Restated Articles of Incorporation of the Corporation, as amended, a series of the class of authorized preferred stock, par value $0.0001 per share, of the Corporation is hereby created and that the designation and number of shares thereof and the powers, preferences and relative, participating, optional or other rights and qualifications, limitations or restrictions thereon are as follows:

Section 1. Designation and Amount. The Corporation, out of its authorized, unissued and undesignated shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), hereby designates Series B Preferred Shares, referred to herein as “Series B Preferred Shares”. The Series B Preferred Shares shall have a par value of $0.0001 per share, and the number of shares constituting such series shall initially be 20,000, which number the Board of Directors may increase or decrease (but not below the number of shares then outstanding) from time to time.

Section 2. Dividends and Distributions. Subject to Section 5, the Series B Preferred Shares shall not have dividend or distribution rights.

Section 3. Voting Rights. The holders of Series B Preferred Shares shall have the following voting rights:

(a) Each Series B Preferred Share shall entitle the holder to 25,000 votes per share on all matters submitted to a vote of the shareholders of the Corporation, provided however, that no holder of Series B Preferred Shares may exercise voting rights pursuant to Series B Preferred Shares that would result in the aggregate voting power of any beneficial owner of such shares and its affiliates (whether pursuant to ownership of Series B Preferred Shares, common shares or otherwise) to exceed 49.99% of the total number of votes eligible to be cast on any matter submitted to a vote of shareholders of the Corporation. For purposes of this Section 3(a), a holder of Series B Preferred Shares shall include each “beneficial owner” of such Series B Preferred Share, as determined in accordance with Section 13d-3 of the Securities Exchange Act of 1934, as amended, together with any person or entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such beneficial owner.

(b) Except as otherwise provided herein or by law, the holders of Series B Preferred Shares and the holders of Common Shares shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.

(c) Except as required by law, holders of Series B Preferred Shares shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Shares as set forth herein) for taking any corporate action.

Section 4. Reacquired Shares. Any Series B Preferred Shares purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein and in the Restated Articles of Incorporation of the Corporation, as then amended.

Section 5. Liquidation, Dissolution or Winding Up; Ranking. Upon any liquidation, dissolution or winding up of the Corporation, the Series B Preferred Shares will rank pari-passu with the holders of Common Shares and shall be entitled to receive a payment equal to the par value of $0.0001 per share. Holders of Series B Preferred Shares will have no other rights to distributions upon any liquidation, dissolution or winding up of the Corporation.

Section 6. Consolidation, Merger, etc. Subject to Section 8, upon any consummation of a binding share exchange or reclassification involving the Series B Preferred Shares, or of a merger or consolidation of the Corporation with another corporation or other entity, then either (x) the shares of Series B Preferred Shares shall remain outstanding or, (y) in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, then the Series B Preferred Shares shall be converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, and in either case of (x) or (y) such shares remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Series B Preferred Shares immediately prior to such consummation, taken as a whole; provided, however, that for all purposes of this Section 6, any increase in the authorized number of shares of Preferred Stock, including any increase in the authorized number of Series B Preferred Shares, will not be deemed to adversely affect the rights, preferences, privileges or voting powers of the holders of Series B Preferred Shares.

Section 7. No Redemption. The Series B Preferred Shares shall not be redeemable.

Section 8. Amendment. At any time when any Series B Preferred Shares are outstanding, none of this Statement of Designation, the Restated Articles of Incorporation of the Corporation, as amended, or the Third Amended and Restated Bylaws of the Corporation shall be amended (including by merger, consolidation or otherwise) in any manner which would materially or adversely alter, change or affect the powers, preferences or rights of the Series B Preferred Shares without the affirmative vote of the holders of a majority of the outstanding Series B Preferred Shares, voting separately as a class.

Section 9. Transferability. Notwithstanding anything to the contrary in this Statement of Designation, holders of Series B Preferred Shares shall not Transfer (as defined below) the Series B Preferred Shares to any person or entity. Any purported Transfer of the Series B Preferred Shares shall be null and void and shall have no force or effect. “Transfer” shall mean directly or indirectly (i) any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift or other transfer or disposition of any kind, including, but not limited to, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, of Series B Preferred Shares or (ii) any change in the record or beneficial ownership of the Series B Preferred Shares after the date of their issuance, in each case that is not approved in advance by the Board of Directors; and provided, however, that notwithstanding anything to the contrary in this Statement of Designation under no circumstances may more than one person or entity, at any time, be a record holder of any Series B Preferred Shares, and all issued and outstanding Series B Preferred Shares must be held of record by one holder.

Section 10. Fractional Shares. Series B Preferred Stock may not be issued in fractional shares.

Section 11. Notices. Any notice to be delivered hereunder shall be delivered (via overnight courier, facsimile or email) to each holder at its last address as it shall appear upon the books and records of the Corporation.

Section 12. Record Holders. To the fullest extent permitted by applicable law, the Corporation may deem and treat each holder of any Series B Preferred Share as the true, lawful and absolute owner thereof for all purposes, and the Corporation shall not be affected by any notice to the contrary.

Section 13. No Other Rights. The Series B Preferred Shares shall not have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth in this Statement of Designation or in the Restated Articles of Incorporation of the Corporation, as amended, or as provided by applicable law.

Section 14. No Impairment. The Corporation shall not, by amendment of this Statement of Designation, through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid or reduce the observance or performance of any of the terms to be observed or performed under this Statement of Designation by the Corporation, but shall at all times in good faith assist in the carrying out of all the provisions of this Statement of Designation and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Series B Preferred Shares against impairment.

Section 15. Lost or Stolen Certificates. Upon receipt by the Corporation of evidence of the loss, theft, destruction or mutilation of any Series B Preferred Share certificate (if any), and (in the case of loss, theft or destruction) of indemnity or security reasonably satisfactory to the Corporation, and upon surrender and cancellation of the Series B Preferred Share certificate(s), if any, the Corporation shall execute and deliver new Series B Preferred Share certificate(s) of like tenor and date.

Section 16. Maturity. The Series B Preferred Shares shall be perpetual, unless purchased or otherwise acquired by the Corporation.

Section 17. No Preemptive Rights. No holders of Series B Preferred Shares will, as holders of Series B Preferred Shares, have any preemptive rights to purchase or subscribe for Common Shares or any other security of the Corporation.

Section 18. Severability; Headings. If any provision of this Statement of Designation is invalid, illegal or unenforceable, the balance of this Statement of Designation shall remain in effect, and if any provision is inapplicable to any person, entity or circumstance, it shall nevertheless remain applicable to all other persons, entities and circumstances. Headings in this Statement of Designation are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

[Signature Page Follows]

IN WITNESS WHEREOF, this Statement of Designation is executed on behalf of the Corporation by its Secretary on this 10^th day of December, 2021.

	By:	/s/ Theodora Mitropetrou
	Name:	Theodora Mitropetrou
	Title:	Secretary

Signature Page to Statement of Designation – Series B Preferred

Exhibit 99.5

WARRANT PURCHASE AGREEMENT

This WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of December 7, 2021, and is made and entered into between Jelco Delta Holding Corp. (“Jelco”) and Seanergy Maritime Holdings Corp. (“Buyer”).

WHEREAS, Jelco desires to sell to Buyer, and Buyer desires to purchase from Jelco and immediately to cancel, the common share purchase warrant to purchase up to 4,285,714 common shares of the Buyer, issued on May 6, 2021 (the “Warrant”), upon the terms and conditions set forth in this Agreement.

Accordingly, for and in consideration of the premises, the mutual promises, covenants and agreements hereafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Jelco, intending to be legally bound, do hereby agree as follows:

ARTICLE I

SALE AND PURCHASE

Section 1.1 Sale and Purchase of Warrant. On and subject to the terms and conditions of this Agreement, effective as of the Closing Date, Buyer shall purchase from Jelco the Warrant the consideration specified in Section 1.2 and upon the terms and conditions set forth in this Agreement.

Section 1.2 Purchase Price. The purchase price for the Warrant (the “Purchase Price”) is $1,023,136. Jelco and Buyer each hereby agree that, upon payment of the Purchase Price made to Jelco, the Warrant shall be assigned to the Buyer, and Jelco shall promptly surrender the Warrant to the Buyer for cancellation as of the Closing Date.

Section 1.3 Closing Date. The closing shall occur on December 10, 2021, or such other date as the parties hereto may agree (the “Closing Date”).

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS OF JELCO

To induce Buyer to enter into and perform its obligations under this Agreement, Jelco hereby represents and warrants to Buyer, and covenants with Buyer, as follows:

Section 2.1 Authority and Capacity. Jelco has all requisite power, authority and capacity to enter into this Agreement.

Section 2.2 Binding Agreement. This Agreement has been duly authorized and validly executed and delivered by Jelco and constitutes Jelco’s valid and binding agreement, enforceable against Jelco in accordance with and subject to its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and by general principles of equity, including principles of commercial reasonableness, fair dealing and good faith.

Section 2.3 Non-Reliance. Jelco has, in connection with its decision to enter into this Agreement and to sell the Warrant, relied as to information about the Buyer solely upon publicly-available information, including the Buyer’s filings with the Securities and Exchange Commission, and the representations and warranties contained herein, and expressly disclaims any reliance on any other representations or warranties other than those contained in this Agreement. Jelco further acknowledges that the Buyer is entering into this Agreement with it in reliance on the acknowledgments, agreements, representations and warranties set forth in this paragraph and with its understanding, acknowledgment and agreement that the Buyer may be privy to material non-public information regarding the Buyer’s affairs and future plans, the value of Buyer’s assets, market conditions and other information which may be material to a reasonable investor when making investment disposition decisions, including the decision to enter into this Agreement, and Jelco’s decision to enter into this Agreement is being made with full recognition and acknowledgment that Buyer may be privy to such material non-public information, irrespective of whether such material non-public information has been provided to Jelco. Jelco hereby waives any claim, or potential claim, it has or may have against Buyer relating to its possession of material non-public information, and agrees that Buyer is not, and will not be, obligated to disclose any material non-public information pursuant to this Agreement or otherwise.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYER

To induce Jelco to enter into and perform its obligations under this Agreement, Buyer represents and warrants to Jelco as follows:

Section 3.1 Authority and Capacity. Buyer has all requisite power, authority and capacity to enter into this Agreement. The execution, delivery and performance of this Agreement by Buyer does not, and the consummation of the transaction contemplated hereby will not, result in a breach of or default under any agreement to which Buyer is a party or by which Buyer is bound.

Section 3.2 Binding Agreement. This Agreement has been duly authorized and validly executed and delivered by Buyer and constitutes Buyer’s valid and binding agreement, enforceable against Buyer in accordance with and subject to its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and by general principles of equity, including principles of commercial reasonableness, fair dealing and good faith.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the parties hereto with respect to the subject matter hereof.

Section 4.2 Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the State of New York without reference to, and regardless of, any applicable choice or conflicts of laws principles.

Section 4.3 Counterparts. This Agreement may be executed in any number of counterparts and by the several parties hereto in separate counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same Agreement. This Agreement may be executed electronically or by PDF.

Section 4.4 Further Assurances. Each of the parties hereto shall from time to time at the request of any other party hereto, and without further consideration, execute and deliver to such other party such further documents, agreements and certificates and take such other action as such other party may reasonably request in order to more effectively fulfill the purposes of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been signed by the parties hereto as of the date first above written.

SEANERGY MARITIME HOLDINGS CORP.

By:	/s/ Stamatios Tsantanis
Name:	Stamatios Tsantanis
Title:	Chief Executive Officer

JELCO DELTA HOLDING CORP.

By:	/s/ Alastair B. MacDonald
Name:	Alastair B. MacDonald
Title:	Director