Amendment: SEC Form 8-A12B/A filed by Seanergy Maritime Holdings Corp.
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Marine Transportation
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Seanergy Maritime Holdings Corp.
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(Exact Name of Registrant as Specified in Its Charter)
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Republic of the Marshall Islands
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N/A
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(State of Incorporation or Organization)
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(IRS Employer Identification No.)
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154 Vouliagmenis Avenue
166 74 Glyfada
Athens, Greece
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(Address of Principal Executive Offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
to be so Registered |
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Name of Each Exchange on Which
Each Class is to be Registered |
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Preferred Stock Purchase Rights
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The Nasdaq Stock Market LLC
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective upon filing pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective upon filing pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates: N/A
Securities to be registered pursuant to Section 12(g) of the Act:
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None
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(Title of Class)
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EXPLANATORY NOTE
This Form 8-A12B/A is being filed by Seanergy Maritime Holdings Corp. (the “Company”) to amend and supplement the original Form 8-A12B filed by the Company with the Securities and
Exchange Commission on July 2, 2021, as amended by Amendment No. 1 to Form 8-A12B filed with the SEC on December 14, 2023 (the “Amended Form 8-A”).
Item 1. Description of Registrants’ Securities to be Registered.
This description amends the Amended Form 8-A relating to the preferred stock purchase rights (the “Rights”) issued pursuant to the Shareholders Rights Agreement dated as of July 2,
2021, as amended by the Amended and Restated Shareholders Rights Agreement, dated as of December 13, 2023 (the “Amended Rights Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as rights agent.
On March 30, 2026, a special independent committee of the Company’s board of directors approved an Amendment No. 1 to the Amended and Restated Shareholders Rights Agreement (the “Rights
Agreement”) which, among other things, amends the Amended Rights Agreement to extend the expiration date of the Rights to March 31, 2029. In addition, the agreement was
amended such that a person shall not become an Acquiring Person upon becoming the beneficial owner of additional common shares if this does not have the effect of increasing the aggregate voting power of all securities of ours beneficially owned
by such person.
The foregoing description of the Rights Agreement and the Rights does not purport to be complete and is qualified in its entirety by reference to Exhibits 3.1, 4.1 and 4.2.
Item 2. Exhibits.
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3.1
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4.1
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Amendment No. 1 to Amended and Restated Shareholders Rights Agreement, dated as of March 30, 2026, by and between Seanergy Maritime Holdings Corp. and Continental Stock Transfer & Trust Company, as
Rights Agent.*
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* Filed herewith
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: March 31, 2026
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SEANERGY MARITIME HOLDINGS CORP.
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By:
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/s/ Stamatios Tsantanis
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Name:
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Stamatios Tsantanis
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Title:
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Chief Executive Officer
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