SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)

Seanergy Maritime Holdings Corp.
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))

Class E Warrants to Purchase Common Stock
(Title of Class of Securities)

Y73760194
(CUSIP Number of Common Stock Underlying Warrants)

Seanergy Maritime Holdings Corp.
154 Vouliagmenis Avenue
166 74 Glyfada, Greece
+30 213 0181507
(Name, address and telephone number of person authorized to receive notices and communication on behalf of Filing Persons)

With a copy to:

Will Vogel
Watson Farley & Williams LLP
250 West 55th Street
New York, New York 10019

*
Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of up to 8,532,713 warrants to purchase common shares, par value $0.0001 per share, at the tender offer price of $0.20 per warrant.
**
The Amount of Filing Fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $110.20 for each $1,000,000.00 of the value of the transaction.
   
   ☐
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
     
   
Amount Previously Paid: N/A
Filing Party: N/A
       
   
Form or Registration No.: N/A
Date Filed: N/A
         
   ☐
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transaction to which the statement relates:

   ☐
third party tender offer subject to Rule 14d-1.
   ☒
issuer tender offer subject to Rule 13e-4.
   ☐
going-private transaction subject to Rule 13e-3.
   ☐
amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐
 Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐  
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

AMENDMENT TO TENDER OFFER

This Amendment No. 1 supplements and amends the Tender Offer Statement on Schedule TO filed on November 30, 2022 with the Securities Exchange Commission by Seanergy Maritime Holdings Corp., a Marshall Islands corporation, (the “Company”) in connection with the Company’s offer to purchase all of its outstanding Class E warrants (the “Warrants”) to purchase common share, par value $0.0001, at a price of $0.20 per Warrant. The offer was made upon and subject to the terms and conditions set forth in the Company’s Offer to Purchase dated November 30, 2022 and a related Letter of Transmittal.

Only those items amended and supplemented are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged, and this Amendment No. 1 does not modify any of the other information previously reported on Schedule TO. You should read this Amendment No. 1 together with the Schedule TO, the Offer to Purchase, and the related Letter of Transmittal.

Item 12. Exhibits.

Item 12 is hereby amended and supplement by adding the following exhibit:

M          Excerpt from transcript of the Company’s earnings conference call on December 1, 2022.


SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: December 1, 2022
SEANERGY MARITIME HOLDINGS CORP.
   
 
By:
 /s/ Stamatios Tsantanis
 
Name:
Stamatios Tsantanis
 
Title:
Chairman & Chief Executive Officer


EXHIBIT INDEX


Offer to Purchase dated November 30, 2022.
Letter of Transmittal.
Notice of Guaranteed Delivery.
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated November 30, 2022.
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated November 30, 2022.
Press Release dated November 29, 2022.
Form of Class E Warrant Agency Agreement by and between the registrant and Continental Stock Transfer & Trust Company.(1)
Form of Class E Warrant.(2)
Shareholders Rights Agreement, dated as of July 2, 2021, by and between Seanergy Maritime Holdings Corp. and Continental Stock Transfer & Trust Company, as Rights Agent.(3)
Amended and Restated 2011 Equity Incentive Plan of the registrant adopted on July 8, 2022.
Calculation of Filing Fee Tables.
Excerpt from Press Release, dated November 30, 2022
Excerpt from transcript of the Company’s earnings conference call on December 1, 2022.

*
Previously filed.
**
Filed herewith.
(1)
Incorporated herein by reference to Exhibit 4.1 to the registrant’s report on Form 6-K furnished to the Commission on August 19, 2020.
(2)
Incorporated herein by reference to Exhibit 4.2 to the registrant’s report on Form 6-K furnished to the Commission on August 19, 2020.
(3)
Incorporated herein by reference to Exhibit 4.1 to the registrant's report on Form 6-K filed with the Commission on July 2, 2021.

Exhibit M

The following is an excerpt from the transcript of the earnings conference call held on December 1, 2022 at 9:00 AM ET. The following does not purport to be a complete statement or summary of the earnings conference call.

Stamatis Tsantanis: “In addition, we have recently launched a tender offer for the purchase of our Class E warrants, aiming to reduce the risk of potential dilution from legacy share-linked instruments.”

…

Stamatis Tsantanis: “Concerning our $5 million buyback program authorised at the end of the second quarter, we have not conducted any buybacks to date, as we have prioritised consistency on the dividend distributions front. Our intention is to utilize the whole available amount on the repurchase of a portion of our outstanding convertible notes and the Class E warrants through the tender offer in the coming months.”

…

Tate Sullivan: “Thank you. And then on the warrant tender offer, you announced earlier this week, should we look at that as a form of repurchases? Or what made you decide to go forward on that tender offer?”

Stamatis Tsantanis: “Well, it’s part of our overall repurchase and buyback program. So, we’re using some capital to repurchase back some remaining legacy warrants that are outstanding and may have some dilutionary effect in the future. We don’t really expect them to have. So, it’s a good opportunity to clean up the capital structure without allocating any significant capital of that. So, it’s basically among the buyback initiatives of the company to clean up the capital structure as much as we can.”

Certain Information Regarding the Tender Offer

The information in this excerpt describing the Company’s proposed tender offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Seanergy’s securities in the tender offer. The tender offer will be made only pursuant to the Offer to Purchase and the related materials that Seanergy will distribute to its warrantholders, as they may be amended or supplemented. Warrantholders should read such Offer to Purchase and related materials carefully and in their entirety because they contain important information, including the various terms and conditions of the tender offer. Warrantholders of Seanergy may obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents that Seanergy will file with the Securities and Exchange Commission from the Securities and Exchange Commission’s website at www.sec.gov. Warrantholders who would like to obtain a copy of these documents, without charge, or who have any questions, may direct their inquiries to Morrow Sodali LLC, the information agent for the tender offer, toll free at 800-662-5200. Warrantholders are urged to carefully read all of these materials prior to making any decision with respect to the tender offer.