Seanergy Maritime Holdings Corp. announced 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.
