Seanergy Maritime Holdings Corp. (the “Company” or “Seanergy”)
(NASDAQ: SHIP) announced today that its Board of Directors (the
“Board”) has determined to effect a 1-for-10 reverse stock split of
the Company’s issued and outstanding shares of common stock,
effective at the opening of trading on February 16, 2023. At the
special meeting of the shareholders of the Company held on February
7, 2023, Seanergy’s shareholders approved a reverse stock split by
a ratio of not less than 1-for-8 and not more than 1-for-12 and
granted the Board the authority to determine to effect the reverse
stock split and the exact split ratio within this range. The Board
approved the reverse stock split on February 9, 2023.
In addition, the Company announced today that
its Chairman and Chief Executive Officer, Mr. Stamatis Tsantanis,
intends to purchase an aggregate of up to $1,000,000 in the
Company’s common shares in the open market, following the effective
date of the reverse stock split. This follows the previously
announced open market purchases of 300,000 common shares concluded
by Mr. Tsantanis in the past six months.
Stamatis Tsantanis, the Company’s
Chairman & Chief Executive Officer, stated:
“We believe that the consolidation of Seanergy’s
outstanding number of shares will further increase investor
outreach for our stock and attract long-term investors. In
addition, we aim to resolve trading uncertainties by ensuring due
compliance with Nasdaq’s listing criteria and improving the
marketability and liquidity of the Company’s common stock.
“I am committed to further expand my own open
market stock purchases, as I believe that our current share price
is deeply undervalued. The recently completed initiatives to
increase shareholder value, our substantial buybacks of our
securities and sizeable cash dividends, lay a strong foundation for
our future success. I have great confidence in the solid
fundamentals and long-term prospects of Seanergy and the capesize
dry bulk sector.”
Reverse Stock Split
The reverse stock split will be effective, and
the Company’s common shares will begin trading on a split-adjusted
basis on Nasdaq Capital Market at the opening of trading on
February 16, 2023, under the existing trading symbol “SHIP”. As a
result of the reverse stock split, the Company’s CUSIP number will
change to Y73760 400 when the reverse stock split becomes
effective. The exercise price of the Company’s outstanding class D
and class E warrants and the conversion price of the Company’s
outstanding convertible note, and the number of shares issuable on
conversion or exchange of such securities, will adjust
accordingly.
When the reverse stock split becomes effective,
every 10 shares of the Company’s issued and outstanding common
stock will be automatically converted into 1 issued and outstanding
share of common stock without any change in the par value per share
or the total number of shares of common stock the Company is
authorised to issue. The number of outstanding shares of common
stock will be reduced from approximately 181,916,471 shares to
approximately 18,191,647 shares, to be adjusted for cancellation of
fractional shares.
No fractional shares will be created or issued
in connection with the reverse stock split. Shareholders otherwise
would be entitled to receive fractional shares because they hold a
number of pre-split shares not evenly divisible by the number of
pre-split shares for which each post-split share is to be exchanged
will receive a cash payment in lieu thereof at a price equal to
that fraction of a share to which the shareholder would otherwise
be entitled, multiplied by the closing price of the Company’s
common shares on the Nasdaq Capital Market on February 15,
2023.
Shareholders with shares held in book-entry form
or through a bank, broker, or other nominee are not required to
take any action and will see the impact of the reverse stock split
reflected in their accounts on or after February 16, 2023. Such
beneficial holders may contact their bank, broker, or nominee for
more information. Shareholders with shares held in certificated
form will receive instructions from the exchange agent, Continental
Stock Transfer & Trust Company, as to how to exchange existing
share certificates for new certificates representing the
post-reverse split shares.
The reverse stock split will not affect any
shareholder’s ownership percentage of the Company's common stock
(except as a result of the cancellation of fractional shares), have
any direct impact on the market capitalization of the Company, or
modify any voting rights or other terms of the Company’s common
stock.
Additional information about the reverse stock
split can be found in the Company’s proxy statement filed with the
Securities and Exchange Commission on January 20, 2023, a copy of
which is available 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 12.3
years and aggregate cargo carrying capacity of approximately
3,023,890 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
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 RelationsTel: +30 213 0181 522E-mail:
ir@seanergy.grCapital Link, Inc.Paul Lampoutis 230 Park Avenue
Suite 1536New York, NY 10169Tel: (212) 661-7566E-mail:
seanergy@capitallink.com
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