OceanPal (OP) F-1Registration statement (foreign)

For the six months ended June 30, 2022, we reported net income of $1.1 million and net loss attributed to common stockholders of $0.28 million. For the six months ended June 30, 2022, we also reported time charter revenues of $8.3 million. Time-charter equivalent rate (TCE) achieved during the first semester of 2022 was $14,824. During the six months period ended June 30, 2022, net cash provided by operating and financing activities was $2.37 million and $11.72 million, respectively, whereas net cash used in investing activities amounted to $4.78 million. As at June 30, 2022, working capital, which is current assets minus current liabilities, amounted to $11.63 million. Loss per share for the six months period ended June 30, 2022, was $0.11 basic and diluted, as adjusted to reflect the reverse stock split effected on December 22, 2022.

For the three months ended September 30, 2022, we reported net income of $1.1 million and net income attributed to common stockholders of $0.4 million. For the three months ended September 30, 2022, we also reported time charter revenues of $5.12 million. Time-charter equivalent rate (TCE) achieved during the three months period ended September 30, 2022 was $18,233. During the three months period ended September 30, 2022, net cash provided by operating activities was $0.45 million, whereas net cash used in financing and in investing activities amounted to $0.22 million and $0.95 million, respectively. Earnings per share for the three months ended September 30, 2022, was $0.14 basic and $0.13 diluted, as adjusted to reflect the reverse stock split effected on December 22, 2022.

For the nine months ended September 30, 2022, we reported net income of $2.16 million and net income attributed to common stockholders of $0.22 million. For the nine months ended September 30, 2022, we also reported time charter revenues of $13.36 million. Time-charter equivalent rate (TCE) achieved during the nine months period ended September 30, 2022 was $15,995. During the nine months period ended September 30, 2022, net cash provided by operating and financing activities was $2.82 million and $10.77 million, respectively, whereas net cash used in investing activities amounted to $5 million. As at September 30, 2022, working capital, which is current assets minus current liabilities, amounted to $12.79 million. Earnings per share, for the nine months ended September 30, 2022, was $0.08 basic and diluted, as adjusted to reflect the reverse stock split effected on December 22, 2022.

On March 8, 2022, we received a written notification from Nasdaq indicating that because the closing bid price of our common shares for the last 30 consecutive business days was below $1.00 per share, we no longer met the minimum bid price requirement under Nasdaq rules. Pursuant to the Nasdaq Listing Rules, the applicable grace period to regain compliance is 180 days, or until September 5, 2022. On September 6, 2022, we were granted an additional 180-day period from the NASDAQ Stock Market, through March 6, 2023, to regain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. On December 22, 2022, we effected a 1-for-10 reverse split of our common stock. The reverse stock split became effective and our common stock began trading on a split-adjusted basis on the NASDAQ Capital Market at the opening of trading on December 22, 2022.

The reverse stock split was approved by our shareholders at our 2022 Annual Meeting of Shareholders held on April 5, 2022. The one-for ten ratio was approved by our Board on December 19, 2022. Our Board has the authority to effect one or more additional reverse stock splits on our issued shares of common stock, pursuant to the shareholder approval granted on April 5, 2022, each at a ratio of not less than one-for-two and not more than one-for-10 that, together with the reverse stock split effective December 22, 2022, result in the aggregate at a ratio of not more than one-for-40.

As a result of this reverse stock split, there was no change in the number of authorized shares or the par value of our common stock. All share and per share amounts disclosed herein, unless indicated otherwise, give effect to this reverse stock split retroactively, for all periods presented. As of January 6, 2023, our common stock has remained at $1.00 per share or higher for ten consecutive days. As such, on January 9, 2023, the Company received a letter from The NASDAQ Capital Market confirming that it has regained

On January 25, 2022, we closed an underwritten public offering of 15,571,429 units at a price of $0.77 per unit, each unit consisting of one share of our common stock (or one pre-funded warrant in lieu of one share of our common stock) and one Class A warrant to purchase one tenth shares of our common stock, as adjusted for the reverse stock split effected on December 22, 2022. In addition, certain selling stockholders affiliated with us (the “Selling Stockholders”) sold an aggregate of 62,857 shares of common stock in the offering, as adjusted for the reverse stock split effected on December 22, 2022. Each of the 62,857 shares of common stock sold by the Selling Shareholders on the primary offering, as adjusted for the reverse stock split effected on December 22, 2022, was delivered to the underwriters with one additional Class A warrant to purchase one share of common stock (sold by the Company), on a firm commitment basis. In addition, the underwriter for the offering fully-exercised its option to purchase an additional 114,857 common shares from the Selling Stockholders, as adjusted for the reverse stock split effected on December 22, 2022 and 128,142 common shares, as adjusted for the reverse stock split effected on December 22, 2022, along with 2,430,000 Class A warrants from us to purchase 243,000 shares of common stock , as adjusted for the reverse stock split effected on December 22, 2022. Each of the 114,857 shares of common stock sold by the Selling Shareholders upon exercise of the underwriters’ over-allotment option, as adjusted for the reverse stock split effected on December 22, 2022, was sold with one Class A warrant (sold by the Company) to purchase one share of common stock, on a firm commitment basis. As of February 21, 2023, all prefunded warrants have been exercised and Class A warrants to purchase 1,447,400 common shares remain available for exercise at an exercise price of $7.70 per share, as adjusted for the reverse stock split effected on December 22, 2022. The gross proceeds of the offering to us, before underwriting discounts and commissions and estimated offering expenses, were approximately $16.19 million (including the exercise of the overallotment option, the exercise of 4,156,000 Class A warrants to purchase 415,600 shares of common stock, as adjusted for the reverse stock split effected on December 22, 2022 and the exercise of all pre-funded warrants). We did not receive any of the proceeds from the sale of common shares by the Selling Shareholders and only received the proceeds for the class A warrants sold together with the Selling Shareholders’ shares of common stock. We refer to this offering as the “January 2022 Offering.”

On February 10, 2023, we issued 15,000,000 units with each Unit consisting of one share of common stock (or one pre-funded warrant in lieu of one share of our common stock) and one Class B Warrant. We also offered to each purchaser, with respect to the purchase of units that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase one pre-funded warrant in lieu of one share of common stock. Each pre-funded warrant will be exercisable for one share of common stock at an exercise price of $0.01 per share. As of February 21, 2023, out of the 2,700,000 pre-funded warrants issued on the closing of the offering, 1,750,000 pre-funded warrants have been exercised and 950,000 pre-funded warrants remain available for exercise at an exercise price of $0.01 per share, and Class B warrants to purchase 15,000,000 common shares remain available for exercise at an exercise price of $1.01 per share. The gross proceeds of the offering to us, before deducting for placement agency fees and estimated offering expenses, were approximately $15.14 million, including the exercise of pre-funded warrants as of the date of this prospectus. We refer to this offering as the “February 2023 Registered Direct Offering.”

On April 15, 2022, our Board of Directors approved the award of 1,982 shares of Series C Preferred Stock to executive management and non-executive directors, pursuant to our 2021 Equity Incentive Plan, as amended and restated (or “2021 Equity Incentive Plan”), as an annual bonus.

On January 17, 2022, we paid a dividend on our then outstanding Series C Preferred Stock (i.e. 10,000 shares) in the aggregate amount of $0.1 million.

On March 18, 2022, our Board of Directors declared a cash dividend on our common stock of $0.5 per share for the fourth quarter ended December 31, 2021, as adjusted for the reverse stock split effected on December 22, 2022. We had 2.98 million shares of common stock issued and outstanding on the record date (April 1, 2022), as adjusted for the reverse stock split effected on December 22, 2022. Holders of our Class A Warrants as of April 1, 2022 received a cash payment in the amount of $0.5 for each common share, as adjusted for the reverse stock split effected on December 22, 2022, that such holder would be entitled to receive upon exercise of their Class A Warrants. As of record date April 1, 2022, there were Class A Warrants exercisable for an aggregate of approximately 1.45 million common shares, as adjusted for the reverse stock split effected on December 22, 2022. On April 11 and 13, 2022, we paid a dividend of $1.49 million on common stock and of $0.73 million on Class A warrants holders of record April 1, 2022, amounting to $2.22 million in aggregate.

On April 14, 2022, we paid a dividend on our then outstanding Series C Preferred Stock (i.e. 10,000 shares) in the aggregate amount of $0.2 million.

On May 30, 2022 our Board of Directors declared a cash dividend on our common stock of $0.1 per share for the first quarter ended March 31, 2022, as adjusted for the reverse stock split effected on December 22, 2022. The cash dividend was paid to all common shareholders of record as of June 14, 2022. Holders of our Class A Warrants as of June 14, 2022 also received a cash payment in the amount of $0.1 for each common share that such holder would be entitled to receive upon exercise of their Class A Warrants, as adjusted for the reverse stock split effected on December 22, 2022. On June 21, 2022, we paid a dividend of $0.3 million on common stock and of $0.14 million on Class A warrants holders of record June 14, 2022, amounting to $0.44 million in aggregate.

On July 14, 2022, we paid a dividend on our then outstanding Series C Preferred Stock (i.e. 10,000 shares) and on 1,982 shares of Series C Preferred Stock awarded to executive management and non- executive directors on April 15, 2022, in the aggregate amount of $0.24 million.

On July 27, 2022 our Board of Directors declared a cash dividend on our common stock of $0.1 per share for the second quarter ended June 30, 2022, as adjusted for the reverse stock split effected on December 22, 2022. The cash dividend was paid to all common shareholders of record as of August 12, 2022. Holders of our Class A Warrants as of August 12, 2022 also received a cash payment in the amount of $0.1 for each common share that such holder would be entitled to receive upon exercise of their Class A Warrants, as adjusted for the reverse stock split effected on December 22, 2022. On August 31, 2022, we paid a dividend of $0.3 million on common stock and of $0.14 million on Class A warrants holders of record June 14, 2022, amounting to $0.44 million in aggregate.

On September 19, 2022, our Board of Directors declared a cash dividend of $0.24 million on our outstanding Series C Preferred Stock (i.e. 10,000 shares) and on 1,982 shares of Series C Preferred Stock awarded to executive management and non-executive directors on April 15, 2022, for the period from July 15, 2022 to October 14, 2022, which is payable on October 17, 2022.

On October 17, 2022, we paid a dividend on our then outstanding Series C Preferred Stock (i.e. 10,000 shares) and on 1,982 shares of Series C Preferred Stock awarded to executive management and non- executive directors on April 15, 2022, in the aggregate amount of $0.24 million.

On October 17, 2022, we paid a dividend on our then outstanding Series D Preferred Stock (i.e. 25,000 shares), in the aggregate amount of $0.12 million.

On January 17, 2023, we paid a dividend on our then outstanding Series C Preferred Stock (i.e. 10,000 shares) and on 1,982 shares of Series C Preferred Stock awarded to executive management and non- executive directors on April 15, 2022, in the aggregate amount of $0.24 million.

On January 17, 2023, we paid a dividend on our then outstanding Series D Preferred Stock (i.e. 9,172 shares), in the aggregate amount of $0.16 million.

On June 13, 2022, we entered into a memorandum of agreement with Diana Shipping to acquire a 2005-built Capesize vessel, the m/v Baltimore, having a carrying capacity of 177,243 dwt and an age of 17.3 years, as of that date, for a total consideration of $22.0 million. Of the purchase price, 20%, or $4.4 million, was paid in cash upon signing of the memorandum of agreement, and the remaining amount was paid upon delivery of the vessel to us in 25,000 shares of our Series D Preferred Stock, the material terms of which are described herein under the section “Description of Capital Stock — Series D Preferred Stock.” Our purchase of this vessel was made pursuant to our exercise of a right of first refusal granted to us by Diana Shipping on six identified vessels based on an agreement dated November 8, 2021. The vessel was delivered to the Company on September 20, 2022. The acquisition of the vessel was approved by a committee of independent members of our Board of Directors. For additional information, please see “Directors, Senior Management and Employees — Related Party Transactions — Diana Shipping Right of First Refusal.”

On February 1, 2023, we entered into a memorandum of agreement with Diana Shipping to acquire a 2005-built Panamax vessel, the m/v Melia, having a carrying capacity of 76,225 dwt and an age of 18 years, as of that date, for a total consideration of $14.0 million. Of the purchase price, $4.0 million, was paid in cash upon signing of the memorandum of agreement, and the remaining amount was paid upon delivery of the vessel to us in 13,157 shares of our Series D Preferred Stock, the material terms of which are described herein under the section “Description of Capital Stock — Series D Preferred Stock.” Diana Shipping has advised us that it intends to distribute the Series D Preferred Stock that it holds to its shareholders on a pro-rata basis, and in connection therewith will allow Diana Shipping shareholders to opt to take shares of our common stock issuable upon conversion of our Series D Preferred Stock in lieu of shares of Series D Preferred Stock. Any distribution of our Series D Preferred Stock or common shares will be subject to an effective registration pursuant to the Securities Act of 1933, as amended. Our purchase of this vessel was made pursuant to our exercise of a right of first refusal granted to us by Diana Shipping on six identified vessels based on an agreement dated November 8, 2021. The vessel was delivered to the Company on February 8, 2023. The acquisition of the vessel was approved by a committee of independent members of our Board of Directors. For additional information, please see “Directors, Senior Management and Employees — Related Party Transactions — Diana Shipping Right of First Refusal.”

Diana Shipping declared a special stock dividend to all of its shareholders of record as of November 28, 2022, of all of our shares of Series D Preferred Stock held by Diana Shipping at that time. The dividend was paid on December 15, 2022 (the “Stock Dividend”). Because no public market exists or is expected to develop for our Series D Preferred Stock, as an accommodation to its common shareholders, Diana Shipping converted the shares of our Series D Preferred Stock into our Common Shares on the Stock Dividend payment date and distributed our Common Shares to each of its common shareholders. Diana Shipping common shareholders, in their sole discretion, were given the opportunity to opt out, in whole but not in part, of the conversion of the shares of Series D Preferred Stock into our Common Shares and instead receive shares of Series D Preferred Stock in connection with the Stock Dividend.

Diana Shipping’s shareholders electing to receive shares of our Series D Preferred Stock by opting out of the automatic conversion received a number of shares of Series D Preferred Stock equal to such common shareholder’s pro-rata portion of all the shares of our Series D Preferred Stock, rounded down to the nearest whole number. Any fractional shares of the Series D Preferred Stock that would otherwise be distributed were converted into our Common Shares at the applicable conversion rate and sold, and the net proceeds therefrom were delivered to such common shareholder. Diana Shipping common shareholders receiving our Common Shares received the pro-rata number of Common Shares to which they are entitled following conversion, rounded down to the nearest whole number, and any fractional shares were aggregated and sold and the net proceeds thereof were delivered to Diana Shipping’s common shareholders. All of our fractional share calculations and the payment of cash in lieu thereof were determined at the shareholder nominee level.

As a result of the Diana Shipping Stock Distribution, 7,201,087 of our Common Shares, as adjusted for the reverse stock split effected on December 22, 2022, were issued and distributed, and 9,172 shares of our Series D preferred Stock were distributed to Diana Shipping stockholders.