SC TO-I/A

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. 3)

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 55^th 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)

SCHEDULE TO

This Amendment No. 3 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, and by Amendment No. 2 on December 9, 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 was made upon and was 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. 3. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged, and this Amendment No. 3 does not modify any of the other information previously reported on Schedule TO. You should read this Amendment No. 3 together with the Schedule TO, the Offer to Purchase, and the related Letter of Transmittal.

Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information to the end thereof:

“On January 11, 2023, the Company issued a press release announcing the preliminary results of the tender offer, which expired at 5:00 P.M., Eastern Time, on January 10, 2023. A copy of such press release is filed as Exhibit O to this Schedule TO and is incorporated herein by reference.”

Item 12. Exhibits.

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

(O)** Press Release issued on January 11, 2023

** Filed herewith.

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: January 11, 2023	SEANERGY MARITIME HOLDINGS CORP.
	By:	/s/ Stamatios Tsantanis
	Name:	Stamatios Tsantanis
	Title:	Chairman & Chief Executive Officer

Exhibit Index

Exhibit Description

A*	Offer to Purchase dated November 30, 2022.
B*	Letter of Transmittal.
C*	Notice of Guaranteed Delivery.
D*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated November 30, 2022.
E*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated November 30, 2022.
F*	Press Release dated November 29, 2022.
G	Form of Class E Warrant Agency Agreement by and between the registrant and Continental Stock Transfer & Trust Company.(1)
H	Form of Class E Warrant.(2)
I	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)
J*	Amended and Restated 2011 Equity Incentive Plan of the registrant adopted on July 8, 2022.
K*	Calculation of Filing Fee Tables.
L*	Excerpt from Press Release, dated November 30, 2022
M*	Excerpt from transcript of the Company’s earnings conference call on December 1, 2022.
N*	Press Release issued on December 9, 2022
O**	Press Release issued on January 11, 2023

* 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.

EX-99.O

Exhibit O

Seanergy Maritime Announces Successful Self Tender Offer for its Outstanding Class E Warrants and Preliminary Results

January 11, 2023 – Glyfada, Greece – Seanergy Maritime Holdings Corp. (the “Company” or “Seanergy”) (NASDAQ: SHIP) announced today the preliminary results of its tender offer to purchase all outstanding Class E Warrants at a price of $0.20 per warrant (the “Offer”), net to the seller in cash, less any applicable withholding taxes and without interest. The tender offer expired at 5:00 P.M., Eastern Time, on January 10, 2023.

Based on a preliminary count by Continental Stock Transfer & Trust Company, the depositary for the tender offer, the total number of warrants tendered in the tender offer was 4,038,114 warrants, representing approximately 47% of the outstanding Class E Warrants. No warrants were tendered pursuant to the guaranteed delivery procedure described in the tender offer documents.

The number of Class E Common Share Purchase Warrants expected to be purchased by the Company and the aggregate purchase price for the warrants are preliminary and subject to the customary final confirmation by the depositary and the proper delivery of warrants tendered. The final results of the tender offer will be announced promptly following completion of the confirmation process. Payment for warrants accepted for purchase by the Company will be made in accordance with the terms of the tender offer promptly following final confirmation of the number of warrants tendered. Certificates for all warrants tendered and not purchased will be returned, or in the case of warrants entered by book-entry transfer, will be credited to the account maintained with the book-entry transfer facility by the participant who delivered the warrants pursuant to the terms of the tender offer.

If warrantholders have any questions, please call our information agent, Morrow Sodali LLC, by telephone, toll free at 800-662-5200.

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 18 Capesize vessels with an average age of approximately 12.4 years and aggregate cargo carrying capacity of approximately 3,201,426 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 Relations

Tel: +30 213 0181 522

E-mail:ir@seanergy.gr

Capital Link, Inc.

Paul Lampoutis

230 Park Avenue Suite 1536

New York, NY 10169

Tel: (212) 661-7566

E-mail: seanergy@capitallink.com