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. 2)

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

 
☐
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. 2 supplements and amends the Tender Offer Statement on Schedule TO filed originally on November 30, 2022 and amended by Amendment No. 1 on December 1, 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 common stock purchase warrants (the “Warrants”) at a price of $0.20 per Warrant. The offer is 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. 2. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged, and this Amendment No. 2 does not modify any of the other information previously reported on Schedule TO. You should read this Amendment No. 2 together with the Schedule TO, the Offer to Purchase, and the related Letter of Transmittal.

Items 1 through 11 in the Schedule TO and Exhibit A to the Schedule TO (Offer to Purchase)

The Offer to Purchase, and Items 1 through 11 of the Schedule TO, insofar as such items incorporate sections of the Offer to Purchase as amended below, are hereby amended as follows:

Summary Term Sheet

On page iv of the Offer to Purchase, under “Summary Term Sheet,” the paragraph captioned “Once I have tendered warrants in the Offer, can I withdraw my tender?” is hereby amended by deleting the second-to-last sentence in its entirety and replacing it with: “If we have not accepted for payment the warrants you have tendered to us, you may also withdraw your warrants at any time after the end of the day, 5:00 P.M., Eastern Time, on January 30, 2023.”

Withdrawal Rights

On page 6 of the Offer to Purchase under “4. Withdrawal Rights,” the last sentence in the first paragraph is hereby amended by deleting the last sentence in its entirety and replacing it with: “If we have not accepted for payment the warrants you have tendered to us, you may also withdraw your warrants at any time after the end of the day, 5:00 P.M., Eastern Time, on January 30, 2023.”

Conditions of the Offer

On page 7 of the Offer to Purchase, the “6. Conditions to the Offer” Section is hereby amended by adding the following bullets after the first bullet on page 7:


 •
any legal action instituted, threatened or pending that challenges the Offer or seeks to impose limitations on our ability (or that of any affiliate of ours) to acquire or hold or to exercise full rights of ownership of the warrants;


•
any order, statute, rule, regulation, executive order, stay, decree, judgment or injunction that has been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality that, in our reasonable judgment, would or would be reasonably likely to prohibit, prevent, restrict or delay consummation of the Offer or materially impair the contemplated benefits to us of the Offer, or that is, or is reasonably likely to be, materially adverse to our business, operations, properties, condition, assets, liabilities or prospects;


•
any proposal, announcement, or tender or exchange offer (other than this Offer), merger, business combination or other similar transaction involving us or any of our subsidiaries;


•
anyone (including certain groups) acquiring or proposing to acquire beneficial ownership of more than 5% of our shares, other than any person who was a holder of more than 5% of our shares as of the date of this Offer to Purchase;


•
any material adverse change in our business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership;


•
our determination that that there is not a reasonable likelihood that the consummation of the Offer and the purchase of the warrants pursuant to the Offer will cause our shares to be subject to delisting from NASDAQ (this determination shall be made by us);

On page 7 of the Offer to Purchase, the third bullet under “6. Conditions to the Offer” is hereby amended in its entirety by replacing it with:


 •
any commencement or escalation of any war, armed hostilities or other national or international calamity, including any act of terrorism, during this Offer, in or involving the United States, or the material escalation of any such armed hostilities which had commenced before the date of this Offer to Purchase, in each case which is reasonably likely to have a material adverse effect on the Company or on the Company’s ability to complete the Offer;

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

(N)
Press Release issued on December 9, 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 9, 2022
SEANERGY MARITIME HOLDINGS CORP.
     
 
By:
 /s/ Stamatios Tsantanis
 
Name:
Stamatios Tsantanis
 
Title:
Chairman & Chief Executive Officer

Exhibit Index

Exhibit
  
Description
  
 
Press Release issued on December 9, 2022


Exhibit N

Seanergy Maritime Announces Update of Offer to Purchase its Outstanding Class E Warrants

Glyfada, Greece, December 9, 2022– Seanergy Maritime Holdings Corp. (NASDAQ: SHIP) (the “Company” or “Seanergy”) announced the filing of an amendment to its Schedule TO and Offer to Purchase (the “Amendment”), both dated as of November 30, 2022, relating to the Company’s tender offer to purchase all outstanding Class E common stock purchase warrants  (the “Warrants”) at a purchase price of $0.20 per Warrant, which tender offer will expire at the end of day, 5:00 P.M., Eastern Time, on January 10, 2023, unless extended or withdrawn. The Company has filed the Amendment on Schedule TO and the Amendment may be accessed from the Securities and Exchange Commission’s website at www.sec.gov.

About Seanergy Maritime Holdings Corp.

Seanergy Maritime Holdings Corp. is the only pure-play Capesize ship-owner publicly listed in the U.S. 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 approximately 12.5 years and aggregate cargo carrying capacity of approximately 3,020,012 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”.

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

Certain Information Regarding the Tender Offer

The information in this press release describing Seanergy’s 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.

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; broader market impacts arising from war (or threatened war) or international hostilities, such as between Russia and Ukraine; 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 1540
New York, NY 10169
Tel: (212) 661-7566
E-mail: seanergy@capitallink.com