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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 17)*
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SEANERGY MARITIME HOLDINGS CORP.
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(Name of Issuer)
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COMMON STOCK
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(Title of Class of Securities)
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Y 73760301
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(CUSIP Number)
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Alastair Macdonald
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Western Isles
Jardine House, 4th Floor,
33-35 Reid Street
P.O. Box HM 1431
Hamilton HM FX, Bermuda
Tel: (441) 295-5913
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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May 13, 2019
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
Note:
Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.
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* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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(1)
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Includes (i) 281,481 shares of Common Stock (as defined in Item 1) of the Issuer (as defined in Item 1) which Jelco Delta Holding Corp.
("Jelco") may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated March 12, 2015 as amended, issued by the Issuer to Jelco, (ii) 1,567,777 shares of Common Stock of
the Issuer which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 7, 2015, as amended, issued by the Issuer to Jelco, (iii) 1,018,518 shares
of Common Stock of the Issuer which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 27, 2017, as amended, issued by the Issuer to Jelco, (iv)
1,823,529 shares of Common Stock of the Issuer which Jelco may be deemed to beneficially own, representing the maximum number of shares issuable upon exercise of the Class B Warrants of the Issuer, issued to Jelco pursuant to a Securities
Purchase Agreement dated May 9, 2019 between Jelco and the Issuer, and (v) 4,996,469 shares of Common Stock of the Issuer which Jelco may be deemed to beneficially own, representing the maximum number of shares issuable to Jelco upon
exercise of the Class C Warrants of the Issuer issued to Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019 between Jelco and the Issuer, pending the satisfaction of certain conditions. See Item 3.
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(1)
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Claudia Restis may be deemed to beneficially own 12,571,992 shares of Common Stock of the Issuer through Jelco and 53,701 shares of
Common Stock of the Issuer through Comet Shipholding Inc., each through a revocable trust of which she is beneficiary. The shares she may be deemed to beneficially own through Jelco include (i) 281,481 shares of Common Stock which Jelco may
be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated March 12, 2015, as amended, issued by the Issuer to Jelco, (ii) 1,567,777 shares of Common Stock which Jelco may
be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 7, 2015, as amended, issued by the Issuer to Jelco, (iii) 1,018,518 shares of Common Stock which Jelco
may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 27, 2017, as amended, issued by the Issuer to Jelco, (iv) 1,823,529 shares of Common Stock of the
Issuer which Jelco may be deemed to beneficially own, representing the maximum number of shares issuable upon exercise of the Class B Warrants of the Issuer issued to Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019
between Jelco and the Issuer, and (v) 4,996,469 shares of Common Stock of the Issuer which Jelco may be deemed to beneficially own, representing the maximum number of shares issuable to Jelco upon exercise of the Class C Warrants of the
Issuer issued to Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019 between Jelco and the Issuer, pending the satisfaction of certain conditions. See Item 6.
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Schedule 13D
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CUSIP No.
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Y 73760301
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This Amendment No. 17 to Schedule 13D further amends the Schedule 13D originally filed on March 12, 2015 by the Reporting Persons (as defined in Item 2), to reflect the change in beneficial ownership of the Common Stock (as defined
in Item 1), due to (1) an increase in the number of shares of Common Stock (as defined in Item 1) outstanding following the Issuer’s public offering of units which was completed on May 13, 2019, and (2) the acquisition by
Jelco of
units of the Issuer consisting of shares of Common Stock, Class B Warrants
(as defined in Item 6)
and Class C Warrants (as defined in Item 6)
on May 13, 2019 in connection with a private placement transaction between the Issuer and Jelco
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ITEM 1.
Security and Issuer.
This statement relates to the common stock, par value $0.0001 per
share ("Common Stock") issued by Seanergy Maritime Holdings Corp., a Marshall Islands corporation (the "Issuer"), whose principal executive offices are located at 154 Vouliagmenis Avenue, Glyfada 16674, Athens, Greece.
ITEM 2.
Identity and Background.
(a) – (c), (f) This statement is being filed by each of the persons
identified below (collectively the "Reporting Persons"):
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Name
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Address
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Jurisdiction of Incorporation or
Place of Citizenship
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Principal Business
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Jelco Delta Holding Corp.
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c/o Western Isles
Jardine House, 4th Floor,
33-35 Reid Street
P.O. Box HM 1431
Hamilton HM FX, Bermuda
Attention: Alastair Macdonald
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Marshall Islands
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Investments
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Comet Shipholding Inc.
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c/o Western Isles
Jardine House, 4th Floor,
33-35 Reid Street
P.O. Box HM 1431
Hamilton HM FX, Bermuda
Attention: Alastair Macdonald
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Marshall Islands
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Investments
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Claudia Restis (1)
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c/o Western Isles
Jardine House, 4th Floor,
33-35 Reid Street
P.O. Box HM 1431
Hamilton HM FX, Bermuda
Attention: Alastair Macdonald
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Italy
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Business and Philanthropy
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(1) Claudia Restis is the beneficial owner of 100% of the capital stock of each of
the corporate Reporting Persons through a revocable trust of which she is beneficiary.
(c) Except as set forth herein, no other transactions in the Common
Shares were effected by the persons enumerated in Item 2 during the past 60 days.
(d) – (e) None of the Reporting Persons has, during the last five
years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
ITEM 3.
Source
and Amount of Funds or
Other Consideration.
There are no material changes to Item 3 from the Schedule 13D/A
filed with the Commission on March 22, 2019.
ITEM 4.
Purpose
of Transaction.
There are no material changes to Item 4 from the Schedule 13D/A
filed with the Commission on March 22, 2019.
Except as set forth above and as previously disclosed in the
original Schedule 13D filed with the Commission on March 12, 2015, no Reporting Person has any present plans or proposals which relate to or would result in the occurrence of any of the events described in Item 4 (a) through (j) of Schedule
13D.
ITEM 5.
Interest in Securities of the Issuer.
(a) – (b) Based on information provided by the Issuer, the Issuer
had 8,487,752 shares of Common Stock outstanding as of the date hereof. Based upon the foregoing, as of the date hereof, the Reporting Persons' beneficial ownership is as set forth below:
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Voting
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Dispositive
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Name
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Percentage of Shares Beneficially Owned
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Sole
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Shared
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Sole
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Shared
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Jelco Delta Holding Corp.
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69.2
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%
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0
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12,571,992
(1)
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0
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12,571,992
(1)
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Comet Shipholding Inc.
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0.3
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%
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0
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53,701
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0
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53,701
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Claudia Restis
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69.5
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%
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0
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12,625,693
(1)(2)
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0
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12,625,693
(1)(2 )
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(1)
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Includes (i) 281,481 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion
option pursuant to the Convertible Promissory Note dated March 12, 2015 as amended, issued by the Issuer to Jelco, (ii) 1,567,777 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion
option pursuant to the Convertible Promissory Note dated September 7, 2015, as amended, issued by the Issuer to Jelco, (iii) 1,018,518 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a
conversion option pursuant to the Convertible Promissory Note dated September 27, 2017, as amended, issued by the Issuer to Jelco, (iv) 1,823,529 shares of Common Stock which Jelco may be deemed to beneficially own, representing the
maximum number of shares issuable upon exercise of the Class B Warrants of the Issuer, issued to Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019 between Jelco and the Issuer, and (v) 4,996,469 shares of Common Stock
which Jelco may be deemed to beneficially own, representing the maximum number of shares issuable to Jelco upon exercise of the Class C Warrants of the Issuer issued to Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019
between Jelco and the Issuer, pending the satisfaction of certain conditions. See Item 3.
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(2)
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Claudia Restis may be deemed to beneficially own 12,571,992 shares of Common Stock of the Issuer through Jelco and 53,701 shares of
Common Stock of the Issuer through Comet Shipholding Inc., each through a revocable trust of which she is beneficiary.
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ITEM 6.
Contracts
, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
On May 9, 2019, the Issuer and Jelco entered into a Securities
Purchase Agreement (the “Purchase Agreement”, a copy of which is incorporated herein as Exhibit A and the terms of which are incorporated by reference), pursuant to which the Issuer sold to Jelco 1,823,529 units of the Issuer, each unit
consisting of (i) one share of Common Stock, (ii) one Class B Warrant to purchase one share of Common Stock (a “Class B Warrant”), and (iii) one Class C Warrant to purchase one share of Common Stock (a “Class C Warrant”), in exchange for the
waiver or forgiveness of certain payment obligations of the Issuer under its loan agreements and promissory notes previously entered into with Jelco.
In connection with the Purchase Agreement, Jelco and the Issuer
entered into a Registration Rights Agreement dated May 9, 2019 (the "Registration Rights Agreement”, a copy of which is incorporated herein as Exhibit B and the terms of which are incorporated by reference), pursuant to which Jelco received
customary registration rights with respect to the shares of Common Stock, Class B Warrants, and any shares of Common Stock to be received upon exercise of the Class B Warrants or Class C Warrants.
As provided in the Purchase Agreement, the Issuer and Jelco also
entered into the following amendments and supplemental letters to the Issuer’s loan agreements and promissory notes previously entered into with Jelco to evidence the forgiveness of interest through December 31, 2019 and other payment
obligations of the Issuer:
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Amendment No. 4 to Convertible Promissory Note, dated May 29, 2019, relating to the Convertible Promissory Note dated as of March 12,
2015, as amended, made by and between the Issuer and Jelco (the "Amendment No. 4 to March 2015 Note”, a copy of which is incorporated herein as Exhibit C and the terms of which are incorporated by reference);
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Twelfth Amendment to Convertible Promissory Note, dated May 29, 2019, relating to the Convertible Promissory Note dated as of September 7,
2015, as amended, made by and between the Issuer and Jelco (the "Amendment No. 12 to September 2015 Note”, a copy of which is incorporated herein as Exhibit D and the terms of which are incorporated by reference);
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Second Amendment to Convertible Promissory Note, dated May 29, 2019, relating to the Convertible Promissory Note dated as of September 27,
2017, as amended, made by and between the Issuer and Jelco (the "Amendment No. 2 to September 2017 Note”, a copy of which is incorporated herein as Exhibit E and the terms of which are incorporated by reference);
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Supplemental Letter dated as of May 29, 2019, relating to the Facility Agreement dated October 4, 2016, as amended, made by and between
the Issuer and Jelco (the "Supplemental Letter to October 2016 Loan”, a copy of which is incorporated herein as Exhibit F and the terms of which are incorporated by reference);
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Supplemental Letter dated as of May 29, 2019, relating to the Facility Agreement dated May 24, 2017, as amended, made by and between the
Issuer and Jelco (the "Supplemental Letter to May 2017 Loan”, a copy of which is incorporated herein as Exhibit G and the terms of which are incorporated by reference); and
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Supplemental Letter dated as of May 29, 2019, relating to the Facility Agreement dated March 26, 2019, made by and between the Issuer and
Jelco (the "Supplemental Letter to March 2019 Loan”, a copy of which is incorporated herein as Exhibit H and the terms of which are incorporated by reference).
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Except as set forth above, there are no material changes to Item 6
from the Schedule 13D/A filed with the Commission on March 22, 2019.
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ITEM 7.
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Materials
to be
Filed as Exhibits.
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Exhibit A
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Securities Purchase Agreement (incorporated herein by reference to Exhibit 4.4 of the Issuer’s report on Form 6-K
filed with the Commission on May 17, 2019)
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Exhibit B
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Registration Rights Agreement (incorporated herein by reference to Exhibit 4.5 of the Issuer’s report on Form 6-K
filed with the Commission on May 17, 2019)
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Exhibit C
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Amendment No. 4 to March 2015 Note
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Exhibit D
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Amendment No. 12 to September 2015 Note
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Exhibit E
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Amendment No. 2 to September 2017 Note
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Exhibit F
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Supplemental Letter to October 2016 Loan
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Exhibit G
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Supplemental Letter to May 2017 Loan
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Exhibit H
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Supplemental Letter to March 2019 Loan
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After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
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JELCO DELTA HOLDING CORP.
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By:
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/s/ Alastair Macdonald
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Name:
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Alastair Macdonald
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Title:
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President
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COMET SHIPHOLDING INC.
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By:
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/s/ Alastair Macdonald
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Name:
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Alastair Macdonald
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Title:
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President
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/s/ Claudia Restis
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Claudia Restis
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