Filed Pursuant to Rule 424(b)(3)
Registration No. 333-253332

PROSPECTUS SUPPLEMENT NO. 1
(TO PROSPECTUS DATED MARCH 12, 2021)

7,031,183 Common Shares

955,730 Common Shares Issuable upon Exercise of
an Outstanding Pre-Funded Warrant

7,986,913 Common Shares Issuable upon Exercise of
an Outstanding Common Share Purchase Warrant

32,262,501 Common Shares Issuable upon Conversion of
Outstanding Convertible Notes

Seanergy Maritime Holdings Corp.

This is a supplement (“Prospectus Supplement”) to the prospectus, dated March 12, 2021 (“Prospectus”) of Seanergy Maritime Holdings Corp. (the “Company”), which forms a part of the Company’s Registration Statement on Form F-1 (Registration No. 333-253332).

On March 19, 2021 and March 24, 2021, the Company filed Current Reports on Form 6-K with the U.S. Securities and Exchange Commission (the “Commission”) as set forth below.
 
This Prospectus Supplement should be read in conjunction with, and delivered with, the Prospectus and is qualified by reference to the Prospectus except to the extent that the information in this Prospectus Supplement supersedes the information contained in the Prospectus.
 
This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements to it.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 

The date of this prospectus is March 24, 2021.

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 March, 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

Attached to this report on Form 6-K (this “Report”) as Exhibit 99.1 is a copy of the press release of Seanergy Maritime Holdings Corp. (the “Company”) dated March 18, 2021, titled “Seanergy Maritime Holdings Corp. to Acquire Two Additional Capesize Vessels.”

This Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-238136, 333-237500, 333-221058, 333-226796, 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:  March 19, 2021

 
SEANERGY MARITIME HOLDINGS CORP.
     
 
By:
/s/ Stamatios Tsantanis
 
Name:
Stamatios Tsantanis
 
Title:
Chief Executive Officer

Exhibit 99.1

Seanergy Maritime Holdings Corp. to Acquire Two Additional Capesize Vessels

March 18, 2021 - Glyfada, Greece - Seanergy Maritime Holdings Corp. (the “Company”) (NASDAQ: SHIP) announced today that it has entered into agreements with unaffiliated third parties to purchase two Capesize vessels. Following their delivery, the size of the Company’s fleet will increase to 14 Capesize vessels with an aggregate cargo capacity of approximately 2.5 million dwt.

The first vessel was built in 2013 at a reputable shipyard in Japan, has a cargo-carrying capacity of approximately 176,000 deadweight tons (“dwt”) and shall be renamed M/V Flagship. The vessel is expected to be delivered to the Company by the end of April 2021, subject to the satisfaction of certain customary closing conditions.

The second vessel was built in 2010 at a reputable shipyard in Japan, has a cargo-carrying capacity of approximately 182,000 dwt and shall be renamed M/V Patriotship. The vessel is expected to be delivered to the Company by the end of May 2021, subject to the satisfaction of certain customary closing conditions.

The special survey and ballast water treatment system installation for both vessels were completed recently by the current owners and therefore the Company does not anticipate incurring significant capital expenditure for these vessels at least for the next two years. Moreover, M/V Patriotship is fitted with an exhaust gas cleaning system (scrubber).

The aggregate purchase price for the two vessels is approximately $55 million and is expected to be funded with cash on hand. The Company is also in discussions with leading financial institutions to finance part of the acquisition cost at competitive financing terms.

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

“We are very pleased to announce the acquisition of two high-quality Capesize vessels built at reputable shipyards in Japan. The M/VsFlagship and Patriotship, both delivering promptly and in a rapidly increasing market environment, represent great added value for Seanergy, the only U.S. listed pure-play Capesize company. Following the delivery of these two vessels and a third acquisition announced last month, our fleet’s cargo carrying capacity will increase by 28% as compared to the beginning of the year.

The average of the Baltic Capesize Index for the current quarter stands at substantially higher levels than for the same period in recent years, while the Capesize forward freight contracts (“FFA”) for the second half of 2021 are trading at $23,000 per day. Based on current FFA rates, the incremental net revenue from all three acquisitions announced so far this year may exceed $15 million for the remainder of the year, assuming the expected deliveries for the vessels. Seanergy is ideally positioned to capture the substantial improvement of the market as all the vessels of our fleet will be deployed in the spot market or on index-linked time charters.

Since the beginning of 2021 we have concluded or have agreed to significant accretive transactions and we will continue to actively pursue similar deals, aiming to create substantial shareholder value in the coming years.”

Company Fleet upon Vessels’ delivery:

Vessel Name
Vessel Class
Capacity (DWT)
Year Built
Yard
Employment
Partnership
Capesize
179,213
2012
Hyundai
T/C Index Linked
Championship
Capesize
179,238
2011
Sungdong
T/C Index Linked
Lordship
Capesize
178,838
2010
Hyundai
T/C Index Linked
Premiership
Capesize
170,024
2010
Sungdong
T/C Index Linked
Squireship
Capesize
170,018
2010
Sungdong
T/C Index Linked
Knightship
Capesize
178,978
2010
Hyundai
T/C Index Linked
Gloriuship
Capesize
171,314
2004
Hyundai
T/C Index Linked
Fellowship
Capesize
179,701
2010
Daewoo
T/C Index Linked
Geniuship
Capesize
170,058
2010
Sungdong
T/C Index Linked
Goodship
Capesize
177,536
2005
Mitsui Engineering
Voyage/Spot
Leadership
Capesize
171,199
2001
Koyo – Imabari
Voyage/Spot
Tradership
Capesize
176,925
2006
Japanese Shipyard
N/A
Flagship
Capesize
176,387
2013
Japanese Shipyard
N/A
Patriotship
Capesize
181,709
2010
Japanese Shipyard
N/A
Total
  2,461,138 14    

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. Upon delivery of the new vessels, the Company’s operating fleet will consist of 14 Capesize vessels with an average age of 12 years and aggregate cargo carrying capacity of approximately 2,461,138 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 ability to continue as a going concern; 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,  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.
Daniela Guerrero
230 Park Avenue Suite 1536
New York, NY 10169
Tel: (212) 661-7566
E-mail: seanergy@capitallink.com



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 March, 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

Attached to this report on Form 6-K (this “Report”) as Exhibit 99.1 is a copy of the press release of Seanergy Maritime Holdings Corp. (the “Company”) dated March 24, 2021, titled “Seanergy Maritime Holdings Corp. Reports Financial Results for the Fourth Quarter and Twelve Months Ended December 31, 2020.”

This Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-238136, 333-237500, 333-221058, 333-226796, 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:  March 24, 2021

     
 
SEANERGY MARITIME HOLDINGS CORP.
     
 
By:
/s/ Stamatios Tsantanis
 
 
Name:
Stamatios Tsantanis
 
Title:
Chief Executive Officer



Exhibit 99.1


Seanergy Maritime Holdings Corp. Reports Financial Results for the Fourth Quarter and Twelve Months Ended December 31, 2020

Highlights of the Fourth Quarter of 2020:

Net revenues: $21.3 million in Q4 2020, compared to $27.8 million in Q4 2019

Net Loss of $2.3 million, or $0.7 million excluding one-off charges of $1.61 million, in Q4 2020, compared to a net income of $3.1 million in Q4 2019

EBITDA1: $8.3 million in Q4 2020, compared to $11.9 million in Q4 2019

Highlights of Full Year 2020:

Net revenues: $63.3 million in 2020, compared to $86.5 million in 2019

Net Loss: $18.4 million in 2020, as compared to $11.7 million in 2019

EBITDA1: $19.9 million in 2020, as compared to $23.8 million in 2019

Shareholders’ equity of $95.7 million on December 31, 2020, compared to $29.9 million on December 31, 2019

Recent Developments:

Fleet growth of 40% in the last 9 months with agreements to acquire four high-quality Japanese-built Capesize vessels

Successful completion of $179 million financial restructuring amicably with the underlying lenders

Compliance with NASDAQ’s minimum bid price requirement achieved organically, through share price appreciation

$75 million gross proceeds from a registered direct offering priced at-the-market increasing shareholders’ equity further

$33.6 million early repayment of a senior and junior loan facilities

March 24, 2021 - Glyfada, Greece - Seanergy Maritime Holdings Corp. (“Seanergy” or the “Company”) (NASDAQ: SHIP) announced today its financial results for the fourth quarter and twelve months ended December 31, 2020.

For the quarter ended December 31, 2020, the Company generated net revenues of $21.3 million, representing a 23.3% decrease compared to the corresponding quarter of 2019. The time charter equivalent rate (“TCE”)1 earned during the fourth quarter of 2020 was $16,511, decreased by 28% from $22,935 in the fourth quarter of 2019, which is mainly attributable to the decrease of the Baltic Capesize Index (“BCI”) in the corresponding quarters. The Company recorded a net loss of $2.3 million compared to net income of $3.1 million in the same quarter of 2019, which includes one-off cash and non-cash charges amounting to $1.6 million associated with the financial restructuring of the Company.




1 Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and Time Charter Equivalent rate (“TCE”)  are non-GAAP measures. Please see the reconciliation below of EBITDA to Net Income/ (Loss) and TCE to Net revenues from vessels, in each case the most directly comparable U.S. GAAP measure.


For the twelve-month period ended December 31, 2020, net revenues amounted to $63.3 million, a 27% decrease compared to $86.5 million in the same period in 2019. The TCE earned during 2020 was $11,950, representing a 19% decrease when compared to a TCE of $14,694 in 2019 which compares favorably with the year-on-year percentage decrease in the 5-time charter (“T/C”) route average of the BCI of 27.5%. The average daily vessel operating expenses (“OPEX”) of the fleet for the twelve-month period of 2020 was $5,709, marking a 10% increase when compared with the respective figure for 2019 of $5,172.

Cash and cash-equivalents, restricted cash and term deposits, as of December 31, 2020 stood at $23.7 million, compared to $14.6 million as of December 31, 2019. Shareholders’ equity at the end of the fourth quarter of 2020 was $95.7 million, compared to $29.9 million at the end of the fourth quarter of 2019.

First Quarter 2021 TCE Guidance:

As of the date hereof, approximately 98% of our fleet operating days in the first quarter of 2021 have been fixed at a TCE of approximately $16,0002, or 89% higher compared to the $8,481 TCE recorded in the first quarter of 2020.

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

“We are very pleased that Seanergy has successfully turned the corner of a very challenging year in 2020 and has emerged as a stronger enterprise for the years to come. From a historical perspective, our results for the fourth quarter of 2020 were affected by a short-lived softening of the market, as well as by one-off cash and non-cash charges associated with our successful financial restructuring.

Overall, 2020 was marked by the severe consequences of the outbreak of the covid-19 pandemic. The resulting volatility in day-rates reflected οn the earnings of our fleet, especially in the first half of the year. Our average TCE for Q4 was $16,511 per day, largely in line with the respective performance of the BCI which averaged $16,944 per day in the same period.  However, due to the weakness of the first half, our daily TCE for 2020 stood at $11,950, decreasing by 19% compared to the previous year. This had a proportional effect on our EBITDA which decreased by 17% year-over-year, from $23.8 million for 2019 to $19.9 million for 2020.

During this highly challenging market environment, we took decisive steps to successfully execute on our strategic plan to position Seanergy for the long-term. We have grown our fleet with well-timed acquisitions of high-quality vessels, while seizing the opportunity to overhaul our balance sheet, providing the Company with a solid financial footing going forward.

In light of the volatile market conditions, we took swift actions to strengthen our liquidity. These actions facilitated the successful restructuring of $179 million of our debt, including our junior loans and convertible notes. As part of this restructuring, loan maturities due in 2020 were extended by two to four years at improved terms, providing Seanergy with a clean runway and financial flexibility. In addition, the refinancing of two of our vessels at a discount, in combination with our accelerated debt repayments, have resulted in an impressive $37.6 million year-over-year reduction in our overall debt.

Furthermore, within the third quarter of 2020 and while market conditions were improving, we took delivery of the M/V Goodship, a 2005-built Japanese unit, which we agreed to acquire earlier in the year at what has proven to be a historically low price. We also completed a sixth scrubber installation on the M/V Knightship in cooperation with Glencore, the charterer of the vessel, who compensated the Company for 100% of the scrubber investment.

Moving into 2021, the Capesize market has taken a strong upward turn, which we expect to be sustainable in the next years. The BCI has averaged in excess of $16,000 per day year-to-date, in a trend that is defying the seasonality patterns of the last 7 years, indicating potentially strong forward momentum. We believe the outlook for the next two years is very strong, supported by solid demand driven by a considerable growth in infrastructure projects in the post-covid era. Vessel supply fundamentals are also very favorable with the lowest vessel orderbook of the last 17 years, as amplified by the catalytic effect of the upcoming environmental regulations.

Supported by the strong performance of the Capesize market, in the first quarter of 2021 so far, we successfully implemented our strategic plan to grow our fleet’s carrying capacity by 28%, while drastically deleveraging our balance sheet. In the beginning of the year, we regained compliance with Nasdaq’s minimum bid price requirement organically, without reverting to a reverse stock split. Subsequently, we completed a $75.0 million common equity offering priced at-the-market under Nasdaq rules, with strong institutional demand and in a solid valuation environment. The proceeds facilitated $33.6 million in additional debt repayments as well as the acquisition of three high-quality Japanese-built vessels.

These newly acquired vessels, M/Vs Tradership, Flagship and Patriotship, are expected to be delivered to us within the second quarter of the year, in what we expect to be a further improved market environment, increasing our fleet to 14 units. Moreover, we have committed two additional vessels in long term index-linked time-charters with leading miners and dry bulk operators, commencing in the second quarter of the year, ensuring that our fleet will timely capitalize on the improving market conditions.

Relating to the implementation of our ESG agenda, we are one of the first publicly listed companies to complete the evaluation of our fleet for compliance with the upcoming Energy Efficiency Existing Ship Index (“EEXI”) regulation for greenhouse gas emissions. We were pleased with the outcome of the evaluation which revealed no significant impact on, or expenses for, our fleet to comply with such regulations. On the same front, we joined the “Neptune Declaration on Seafarer Wellbeing and Crew Change,” a maritime industry initiative focusing on, among other things, facilitating crew changes during the pandemic and ongoing port restrictions. This matter has been brought out as the most important social aspect of the pandemic in our industry.

Concluding, over the last 15 months, we have managed to successfully navigate Seanergy through the challenging operating environment of 2020, implementing a number of strategic initiatives with positive transformational effect on our Company.  We strengthened our equity base, reduced our debt and enhanced our liquidity while at the same time achieved greater scale and broadened our revenue generating capacity with the acquisition of high-quality vessels. Seanergy is today in what we believe to be an optimal financial position allowing the Company to better capitalize on improving market conditions with the goal of creating substantial value for our investors.”



2 For vessels on index-linked T/Cs, the TCE assumed for the remaining operating days is equal to the FFA rate for the respective period. Spot estimates are provided using the load-to-discharge method of accounting. Load-to-discharge accounting recognizes revenues over fewer days as opposed to the discharge-to-discharge method of accounting used prior to 2018, resulting in higher rates for these days and only voyage expenses being recorded in the ballast days. Over the duration of the voyage (discharge-to-discharge) there is no difference in the total revenues and costs to be recognized. The rates quoted are for days currently contracted. Increased ballast days at the end of the quarter will reduce the additional revenues that can be booked based on the accounting cut-offs and therefore the resulting TCE will be reduced accordingly.

Company Fleet:
Vessel Name
Vessel Size Class
Capacity (DWT)
Year Built
Yard
Scrubber Fitted
Employment Type
Minimum T/C duration
Partnership
Capesize
179,213
2012
Hyundai
Yes
T/C Index Linked (1)
3 years
Championship
Capesize
179,238
2011
Sungdong
Yes
T/C Index Linked (2)
5 years
Lordship
Capesize
178,838
2010
Hyundai
Yes
T/C Index Linked (3)
3 years
Premiership
Capesize
170,024
2010
Sungdong
Yes
T/C Index Linked (4)
3 years
Squireship
Capesize
170,018
2010
Sungdong
Yes
T/C Index Linked (5)
3 years
Knightship
Capesize
178,978
2010
Hyundai
Yes
T/C Index Linked (6)
3 years
Gloriuship
Capesize
171,314
2004
Hyundai
No
T/C Index Linked (7)
13 months
Fellowship
Capesize
179,701
2010
Daewoo
No
T/C Index Linked (8)
1 year
Geniuship
Capesize
170,058
2010
Sungdong
No
T/C Index Linked (9)
10 months
Leadership
Capesize
171,199
2001
Koyo – Imabari
No
Voyage/Spot
 
Goodship
Capesize
177,536
2005
Mitsui Engineering
No
Voyage/Spot
 
Tradership (10)
Capesize
176,925
2006
Japanese Shipyard
No
N/A
 
Flagship (11)
Capesize
176,387
2013
Japanese Shipyard
No
N/A
 
Patriotship (12)
Capesize
181,709
2010
Japanese Shipyard
Yes
N/A
 


(1)
Chartered by a major European utility and energy company and delivered to the charterer on September 11, 2019 for a period of minimum 33 to maximum 37 months with an optional period of about 11 to maximum 13 months. The daily charter hire is based on the BCI. In addition, the Company has the option to convert to a fixed rate for a period of between 3 and 12 months, based on the prevailing Capesize Forward Freight Agreement Rate (“FFA”) for the selected period.

(2)
Chartered by Cargill. The vessel was delivered to the charterer on November 7, 2018 for a period of employment of 60 months, with an additional period of about 24 to about 27 months at the charterer’s option. The daily charter hire is based on the BCI plus a net daily scrubber premium of $1,740. In addition, the time charter provides the option to convert the index linked rate to a fixed rate for a period of between 3 and 12 months based on the Capesize FFA for the selected period.

(3)
Chartered by a major European utility and energy company and delivered on August 4, 2019 for a period of minimum 33 to maximum 37 months with an optional period of 11-13 months. The daily charter hire is based on the BCI plus a net daily scrubber premium of $3,735 until May 2021. In addition, the Company has the option to convert to a fixed rate for a period of between three and 12 months, based on the prevailing Capesize FFA for the selected period.

(4)
Chartered by Glencore and was delivered to the charterer on November 29, 2019 for a period of minimum 36 to maximum 42 months with two optional periods of minimum 11 to maximum 13 months. The daily charter hire is based on the BCI plus a net daily scrubber premium of $2,055.

(5)
Chartered by Glencore and was delivered to the charterer on December 19, 2019 for a period of minimum 36 to maximum 42 months with two optional periods of minimum 11 to maximum 13 months. The daily charter hire is based on the BCI plus a net daily scrubber premium of $2,055.

(6)
Chartered by Glencore and delivered to the charterer on May 15, 2020 for a period of about 36 to about 42 months with two optional periods of minimum 11 to maximum 13 months. The daily charter hire is based on the BCI.

(7)
Chartered by Pacbulk Shipping and delivered to the charterer on April 23, 2020 initially for a period of about 10 to about 14 months. Upon expiration of the current T/C period, in June 2021, the vessel will commence the second extension period up to minimum January 1, 2022 to maximum April 30, 2022. The daily charter hire is based on the BCI. In addition, the Company has the option to convert to a fixed rate, based on the prevailing Capesize FFA for the selected period.

(8)
Chartered by Anglo American, a leading global mining company, and expected to be delivered to the charterer on towards the beginning of June 2021 for a period of minimum 12 to maximum 15 months from the delivery date. The daily charter hire is based on the BCI. In addition, the Company has the option to convert to a fixed rate for a period of minimum three and maximum 12 months, based on the prevailing Capesize FFA for the selected period.

(9)
Chartered by Pacbulk Shipping and expected to be delivered to the charterer towards the end of March 2021 for a period of about 10 to about 14 months from the delivery date. The daily charter hire is based on the BCI. In addition, the Company has the option to convert to a fixed rate based on the prevailing Capesize FFA for the selected period.

(10)
Expected delivery in June 2021.

(11)
Expected delivery in April 2021.

(12)
Expected delivery in May 2021.



Fleet Data:

(U.S. Dollars in thousands)
 
Q4 2020
Q4 2019
FY 2020
FY 2019
Ownership days (1)
1,012
920
3,807
3,650
Available days (2)
1,012
838
3,755
3,417
Operating days (3)
1,010
835
3,747
3,393
Fleet utilization (4)
99.8%
90.8%
98.4%
93.0%
TCE (5)
$16,511
$22,935
$11,950
$14,694
Daily Vessel Operating Expenses (6)
$6,087
$5,584
$5,709
$5,172
(1)
Ownership days are the total number of calendar days in a period during which the vessels in a fleet have been owned or chartered in under sale and lease back transactions.

(2)
Available days are the number of ownership days less the aggregate number of days that the vessels are off-hire due to dry-dockings, special and intermediate surveys, or lay-up days.

(3)
Operating days are the number of available days in a period less the aggregate number of days that the vessels are off-hire due to unforeseen circumstances. Operating days includes the days that our vessels are in ballast voyages without having finalized agreements for their next employment.

(4)
Fleet utilization is the percentage of time that the vessels are generating revenue and is determined by dividing operating days by ownership days for the relevant period.

(5)
TCE is defined as the Company’s net revenue less voyage expenses during a period divided by the number of the Company’s operating days during the period. Voyage expenses include port charges, bunker (fuel oil and diesel oil) expenses, canal charges and other commissions. The Company includes the TCE, a non-GAAP measure, as it believes it provides additional meaningful information in conjunction with net revenues from vessels, the most directly comparable U.S. GAAP measure, and because it assists the Company’s management in making decisions regarding the deployment and use of the Company’s vessels and in evaluating their financial performance. The Company’s calculation of TCE may not be comparable to that reported by other companies. The following table reconciles the Company’s net revenues from vessels to the TCE.

(In thousands of U.S. Dollars, except operating days and TCE)
 
Q4 2020
Q4 2019
FY 2020
FY 2019
Net revenues from vessels
21,313
27,769
63,345
86,499
Less: Voyage expenses
4,637
8,618
18,567
36,641
Net operating revenues
16,676
19,151
44,778
49,858
Operating days
1,010
835
3,747
3,393
TCE
16,511
22,935
11,950
14,694




(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 Company’s calculation of daily vessel operating expenses may not be comparable to that reported by other companies. The following table reconciles the Company’s vessel operating expenses to daily vessel operating expenses.

(In thousands of U.S. Dollars, except ownership days and Daily Vessel Operating Expenses)
 
Q4 2020
Q4 2019
FY 2020
FY 2019
Vessel operating expenses
6,206
5,137
22,347
18,980
Less: Pre-delivery expenses
46
-
611
104
Vessel operating expenses before pre-delivery expenses
6,160
5,137
21,736
18,876
Ownership days
1,012
920
3,807
3,650
Daily Vessel Operating Expenses
6,087
5,584
5,709
5,172

Net Income / (Loss) to EBITDA Reconciliation:

(In thousands of U.S. Dollars)

 
Q4 2020
Q4 2019
FY 2020
FY 2019
Net (loss) / income
(2,319)
3,098
(18,356)
(11,698)
Add: Net interest and finance cost
6,677
5,623
23,217
23,632
Add: Depreciation and amortization
3,897
3,199
15,040
11,860
Add: Taxes
-
22
-
54
EBITDA
8,255
11,942
19,901
23,848

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. EBITDA is not a recognized measurement under U.S. GAAP.

EBITDA is presented as the Company believes that these measures are useful to investors as a widely used means of evaluating operating profitability. EBITDA as presented here may not be comparable to similarly titled measures presented by other companies. These non-GAAP measures should not be considered in isolation from, as a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP.

Interest and Finance Costs to Cash Interest and Finance Costs Reconciliation:

(In thousands of U.S. Dollars)

 
Q4 2020
Q4 2019
FY 2020
FY 2019
Interest and finance costs, net
(6,677)
(5,623)
(23,217)
(23,632)
Add: Amortization of deferred finance charges
219
104
757
978
Add: Amortization of convertible note beneficial conversion feature
1,645
1,021
5,518
3,713
Add: Amortization of other deferred charges
120
1,455
550
3,907
Add: Cash interest waived - related party
-
-
-
1,164
Add: Fair value of units – related party
(one-off expenses relating to the financial restructuring)
596
-
596
-
Cash interest and finance costs
(4,097)
(3,043)
(15,796)
(13,870)
Add: Restructuring expenses
1,012
-
1,012
-
Cash interest and finance costs, net of restructuring expenses
(3,085)
(3,043)
(14,784)
(13,870)




Fourth Quarter and Recent Developments:

Compliance with Nasdaq Minimum Bid Price Requirement

On February 11, 2021, the Nasdaq Stock Market confirmed that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), concerning the minimum bid price of the Company’s common stock.

$179 million Financial Restructuring

Jelco Loans and Notes Extensions & Amendments

On December 30, 2020, the Company entered into definitive documentation with Jelco Delta Holding Corp. (“Jelco”), the Company’s sole junior creditor, concerning $27.2 million of maturities falling due in 2020 and the settlement of accrued and unpaid interest through December 31, 2020. Pursuant to this agreement, $6.5 million of principal indebtedness under one of the Jelco loans was repaid on December 31, 2020, while all other maturities were extended to December 2024. In connection with the restructuring, the Company agreed to certain mandatory prepayment obligations, pursuant to which $12.0 million of principal under the Jelco loans was prepaid in the first quarter of 2021. In addition, Jelco has agreed to the reduction of the applicable interest rate across all Jelco loans and notes to a fixed rate of 5.5%.

Seanergy and Jelco agreed to the settlement of all accrued and unpaid interest through December 31, 2020 and other fees payable to Jelco in an aggregate amount of approximately $5.6 million, through a private placement of units consisting of one common share (or one pre-funded warrant in lieu of one common share) and one warrant to purchase one common share. These securities were issued on January 8, 2021.

UniCredit Bank AG Extension and Amendments

On February 8, 2021, the Company entered into a supplemental agreement to the facility with UniCredit Bank AG secured by two of its vessels, the M/V Fellowship and the M/V Premiership. Pursuant to the supplemental agreement, (i) the maturity date of the facility was extended from December 29, 2020 to December 29, 2022, (ii) the quarterly installments were reduced from $1.55 million to $1.2 million, effective as of the December 2020 installment, (iii) the applicable margin was increased from 3.2% to 3.5% with effect from December 29, 2020 until the maturity of the facility and (iv) various financial covenants and value maintenance provisions were cancelled. The supplemental agreement became effective on February 9, 2021.

Amsterdam Trade Bank  Amendments

On February 12, 2021, the Company entered into a supplemental agreement to the facility with Amsterdam Trade Bank N.V. secured by one of its vessels, the M/V Partnership. Pursuant to the supplemental agreement, the value maintenance provisions and certain financial covenants were amended. The supplemental agreement became effective on February 16, 2021.

Fleet Compliance Evaluation for the Upcoming Greenhouse Gas Regulation

On February 9, 2021, the Company announced the completion of the evaluation of the EEXI of its vessels in preparation for the upcoming Greenhouse Gas Emissions regulations. In cooperation with one of the leading classification societies, DNV, Seanergy completed the evaluation of the EEXI for its fleet, pursuant to the outcome of which it expects that its existing fleet will remain compliant with applicable greenhouse gas emissions regulatory requirements until 2030 with no material cost for the Company.

Registered Direct Offering

On February 19, 2021, the Company completed a registered direct offering of 44,150,000 of its common shares to certain unaffiliated institutional investors for aggregate gross proceeds of approximately $75.0 million. The equity offering was priced at $1.70 per share.



Capesize Vessel Acquisitions

In February 2021, the Company entered into an agreement to acquire a 2006 Japanese-built Capesize vessel from an unaffiliated third party. The vessel will be renamed M/V Tradership and is expected to be delivered to the Company in the second quarter of 2021.

In March 2021, the Company entered into agreements with unaffiliated third parties to purchase two additional Capesize vessels. The first vessel was built in 2013 at a reputable shipyard in Japan, has a cargo-carrying capacity of approximately 176,000 deadweight tons (“dwt”) and shall be renamed M/V Flagship. The vessel is expected to be delivered to the Company by the end of April 2021, subject to the satisfaction of certain customary closing conditions.

The second vessel was built in 2010 at a reputable shipyard in Japan, has a cargo-carrying capacity of approximately 182,000 dwt and shall be renamed M/V Patriotship. The vessel is expected to be delivered to the Company by the end of May 2021, subject to the satisfaction of certain customary closing conditions.

The special survey and ballast water treatment system installation for all three vessels were completed recently by the current owners and therefore the Company does not anticipate incurring significant capital expenditure for these vessels at least for the next two years. Moreover, M/V Patriotship is fitted with an exhaust gas cleaning system, or scrubber.

The aggregate purchase price for the three vessels is approximately $72 million and is expected to be funded with cash on hand or by a combination of cash on hand and proceeds from new loan facilities. The Company is in discussions with leading financial institutions to finance part of the acquisition cost at competitive financing terms, however, there can be no assurance that the Company will enter into any such financing arrangements. Following their delivery, the size of the Company’s fleet will increase to 14 Capesize vessels with an aggregate cargo capacity of approximately 2.5 million dwt.

Full Prepayment of a Senior Credit Facility and Two Junior Loan Facilities

On March 5, 2021, the Company fully prepaid the credit facility with Entrust Global secured by a first priority mortgage on the M/V Lordship. The outstanding balance of the facility was $21.6 million, the initial earliest maturity date was in June 2023, and the average applicable coupon was approximately 10%. The prepayment amount was funded with cash on hand. Following the prepayment and assuming no refinancing of the M/V Lordship, the interest savings for the Company are expected to be $1.3 million for the remaining of 2021 and $1.8 million on average per year for 2022-23. Additionally, annual repayments will be reduced by approximately $2.5 million on average.

In February 2021, a total of $12.0 million prepayment has been applied against the full repayment of two junior/unsecured loans and a partial repayment of a third junior unsecured loan, pursuant to the mandatory prepayment terms of those facilities following the closing of the $75 million registered direct offering and several Class E warrant exercises. The applicable interest rate of these loans was 5.5%, resulting in expected annual interest savings of approximately $660,000.

Update on Number of Shares Issued and Outstanding

As of March 23, 2021, the Company has 155,104,455 common shares issued and outstanding.



Seanergy Maritime Holdings Corp.

Unaudited Condensed Consolidated Balance Sheets

(In thousands of U.S. Dollars)

   
December 31, 2020
   
December 31, 2019*
 
ASSETS
           
     Cash and cash equivalents, restricted cash and term deposits
 
23,651
   
14,554
 
     Vessels, net
 
256,737
   
253,781
 
     Other assets
 
14,857
   
14,216
 
TOTAL ASSETS
 
295,245
   
282,551
 
             
LIABILITIES AND STOCKHOLDERS’ EQUITY
           
     Long-term debt and other financial liabilities
 
169,762
   
207,303
 
     Convertible notes
 
14,516
   
14,608
 
     Other liabilities
 
15,273
   
30,782
 
     Stockholders’ equity
 
95,694
   
29,858
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
295,245
   
282,551
 

* Derived from the audited consolidated financial statements as of the period as of that date

Seanergy Maritime Holdings Corp.

Unaudited Condensed Consolidated Statements of Operations

 (In thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)


   
Three months ended
 
December 31,
 
Twelve months ended
 
December 31,
   
   
2020
 
2019
 
2020
   
2019*
   
Revenues:
                     
Vessel revenues
 
22,182
 
28,758
 
65,682
   
89,523
   
Commissions
 
(869
)
(989
)
(2,337
)
 
(3,024
)
 
Vessel revenue, net
 
21,313
 
27,769
 
63,345
   
86,499
   
Expenses:
                     
Voyage expenses
 
(4,637
)
(8,618
)
(18,567
)
 
(36,641
)
 
Vessel operating expenses
 
(6,206
)
(5,137
)
(22,347
)
 
(18,980
)
 
Management fees
 
(279
)
(247
)
(1,052
)
 
(989
)
 
General and administrative expenses
 
(1,925
)
(1,798
)
(6,607
)
 
(5,989
)
 
Depreciation and amortization
 
(3,897
)
(3,199
)
(15,040
)
 
(11,860
)
 
Operating income / (loss)
 
4,369
 
8,770
 
(268
)
 
12,040
   
Other expenses:
                     
Interest and finance costs, net
 
(6,677
)
(5,623
)
(23,217
)
 
(23,632
)
 
Gain on debt refinancing
 
(6
)
-
 
5,144
   
-
   
Other, net
 
(5
)
(49
)
(15
)
 
(106
)
 
Total other expenses, net:
 
(6,688
)
(5,672
)
(18,088
)
 
(23,738
)
 
Net (loss) / income
 
(2,319
)
3,098
 
(18,356
)
 
(11,698
)
 
                       
Net (loss) / income  per common share, basic
 
(0.03
)
1.85
 
(0.55
)
 
(12.21
)
 
Weighted average number of common shares outstanding, basic
 
67,904,450
 
1,674,709
 
33,436,278
   
958,297
   


* Derived from the audited consolidated financial statements as of the period as of that date



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. Upon delivery of the new vessels, the Company’s operating fleet will consist of 14 Capesize vessels with an average age of 12 years and aggregate cargo carrying capacity of approximately 2,461,138 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 ability to continue as a going concern; 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, 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.
Daniela Guerrero
230 Park Avenue Suite 1536
New York, NY 10169
Tel: (212) 661-7566
E-mail: seanergy@capitallink.com






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