OP OceanPal Inc

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OCEANPAL INC.

(Exact name of Registrant as specified in its charter)

Republic of The Marshall Islands	4412	N/A
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
OceanPal Inc. c/o Steamship Shipbroking Enterprises Inc. Pendelis 26, 175 64 Palaio Faliro, Athens, Greece + 30-210-9485-360 (Address and telephone number of Registrant’s principal executive offices)		Seward & Kissel LLP Attention: Edward S. Horton, Esq. One Battery Park Plaza New York, New York 10004 (212) 574-1265 (Name, address and telephone number of agent for service)

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012

ABOUT THIS PROSPECTUS	ii
PROSPECTUS SUMMARY	1
THE OFFERING	4
RISK FACTORS	6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	9
USE OF PROCEEDS	11
DIVIDEND POLICY	12
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS	13
CAPITALIZATION	14
DESCRIPTION OF CAPITAL STOCK	16
TAXATION	23
PLAN OF DISTRIBUTION	37
ENFORCEABILITY OF CIVIL LIABILITIES AND INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	39
EXPENSES	40
LEGAL MATTERS	40
EXPERTS	40
WHERE YOU CAN FIND ADDITIONAL INFORMATION	40
INFORMATION INCORPORATED BY REFERENCE	41

THE OFFERING

Issuer	OceanPal Inc., a Marshall Islands corporation.
Common stock currently outstanding (1)	24,233,996 shares.
Common stock issuable by us upon exercise of the Class A Warrants, Class B Warrants and Pre-Funded  Warrants	17,397,400.
Common stock offered by the Selling Shareholders	Up to 15,000,000.
Common stock to be outstanding after the exercise of the Class A Warrants, Class B Warrants, Pre-Funded Warrants and Private Placement Warrants (1)	Up to 56,631,396 shares.
Terms of Warrants	Each Class A Warrant was exercisable upon issuance and expires five years from issuance, i.e. January 2027. The Class A Warrants are exercisable for one share of common stock, at an exercise price of $7.70, subject to adjustment in the event of stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our common stock as described herein.   Each Class B Warrant has an exercise price of $1.01 per share, was exercisable upon issuance and expires five years from issuance, i.e. February 2028. Each Class B Warrant is exercisable for one share of common stock, subject to adjustment in the event of stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our common stock as described herein.   Each Pre-Funded Warrant has an exercise price of $0.01 per share, and is exercisable at any time after original issuance until exercised in full.   Each Private Placement Warrant has an exercise price of $1.01 per share, was exercisable upon issuance, and expires five years from issuance, i.e., February 2028. Alternatively, each Private Placement Warrant will become exercisable for 0.75 of a share of our common stock under a cashless exercise provision included in the Private Placement Warrants rather than one share of common stock under the cash exercise provision.   For a complete description of the Warrants, please see “Description of Capital Stock — Class A Warrants, Class B Warrants, Pre-Funded Warrants and Private Placement Warrants” beginning on page 16.

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the market price of our common stock may experience rapid and substantial increases or decreases unrelated to our operating performance or prospects, or macro or industry fundamentals;

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if our future market capitalization reflects trading dynamics unrelated to our financial performance or prospects, purchasers of our common stock could incur substantial losses as prices decline once the level of market volatility has abated;

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if the future market price of our common stock declines, purchasers of shares of common stock in this offering may be unable to resell such shares at or above the price at which they acquired them. We cannot assure such purchasers that the market of our common stock will not fluctuate or decline significantly in the future, in which case investors in this offering could incur substantial losses.

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actual or anticipated variations in our annual or quarterly results of operations, including our earnings estimates and whether we meet market expectations with regard to our earnings;

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our ability to pay dividends or other distributions;

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publication of research reports by analysts or others about us or the shipping industry in which we operate which may be unfavorable, inaccurate, inconsistent or not disseminated on a regular basis;

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changes in market valuations of similar companies;

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market reaction to any additional equity, debt or other securities that we may issue in the future, and which may or may not dilute the holdings of our existing stockholders;

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additions or departures of key personnel;

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actions by institutional or significant stockholders;

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short interest in our common stock or our other securities and the market response to such short interest;

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the dramatic increase in the number of individual holders of our common stock and their participation in social media platforms targeted at speculative investing;

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speculation in the press or investment community about our company or industries in which we operate;

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strategic actions by us or our competitors, such as acquisitions or other investments;

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legislative, administrative, regulatory or other actions affecting our business, our industry;

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investigations, proceedings, or litigation that involve or affect us;

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the occurrence of any of the other risk factors included in this registration statement of which this prospectus forms a part; and

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general market and economic conditions.

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the strength of world economies;

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fluctuations in currencies and interest rates, inflationary pressures, and the impact of the discontinuance of the London Interbank Offered Rate for US Dollars, or LIBOR, after June 30, 2023;

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dry bulk market conditions and trends, including volatility in charter rates, factors affecting supply and demand, fluctuating vessel values, opportunities for the profitable operations of dry bulk carriers;

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changes in the supply of vessels, including when caused by new newbuilding vessel orders or changes to or terminations of existing orders, and vessel scrapping levels;

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changes in our operating and capitalized expenses, including bunker prices, crew costs, dry-docking, costs associated with regulatory compliance, and insurance costs;

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our future operating or financial results;

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our ability to borrow under future debt agreements on favorable terms or at all, and our ability to comply with the covenants contained therein, in particular due to economic, financial or operational reasons;

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changes to our financial condition and liquidity, including our ability to fund capital expenditures and investments in the acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue), and other general corporate activities;

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changes in governmental rules and regulations or actions taken by regulatory authorities;

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potential liability from pending or future litigation;

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compliance with governmental, tax, environmental and safety regulation, any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 (FCPA) or other applicable regulations relating to bribery;

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new environmental regulations and restrictions, whether at a global level stipulated by the International Maritime Organization, and/or regional/national imposed by regional authorities such as the European Union or individual countries;

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potential cyber-attacks which may disrupt our business operations;

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the failure of counter parties to fully perform their contracts with us;

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our dependence on key personnel;

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adequacy of insurance coverage;

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the volatility of the price of our common shares;

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future sales of our securities in the public market and our ability to regain and maintain our compliance with Nasdaq listing requirements;

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our incorporation under the laws of the Marshall Islands and the different rights to relief that may be available compared to other countries, including the United States;

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general domestic and international political conditions or labor disruptions, including “trade wars”, global public health threats and major outbreaks of diseases;

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the impact of port or canal congestion or disruptions;

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any continuing impacts of coronavirus (COVID-19) on the dry-bulk shipping industry;

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potential physical disruption of shipping routes due to accidents, climate-related reasons (acute and chronic), political events, public health threats, international hostilities and instability such as the ongoing conflict between Russia and the Ukraine, piracy or acts by terrorists; and

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other important factors described from time to time in the reports we file with the U.S. Securities and Exchange Commission, or the SEC.

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on an actual basis;

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on an as adjusted basis, to give effect to i) $0.16 million for a dividend on our Series D Preferred Stock, concerning the period from October 15, 2022 to January 14, 2023, and paid on January 17, 20231, ii) the issuance on February 8, 2023 of 13,157 shares of Series D Preferred Stock as partial consideration for the remaining purchase price of $10.0 million for the acquisition of the Panamax m/v Melia2, iii) the issuance and sale by us on February 10, 2023 of 15,000,000 units comprising of 12,300,000 shares of common stock, 2,700,000 Pre-Funded Warrants to purchase 2,700,000 shares of common stock, 15,000,000 Class B Warrants to purchase 15,000,000 shares of common stock at a public offering price of $1.01 per unit, and the sale to each purchaser of the units, of 15,000,000 Private Placement Warrants, to purchase up to an aggregate of 15,000,000 shares of our common stock at an exercise price of $1.01 per share, in exchange for $15.12 million, or net proceeds of $13.36 million after deducting an amount of $1.76 million concerning placement agent fees and estimated offering expenses payable by us2, iv) the exercise of 1,750,000 Pre-Funded Warrants to same number of shares of common stock at an exercise price of $0.01 per common share2, v) the issuance by us of 1,200 shares of our newly designated Series E Preferred Stock, par value $0.01 per share, to an affiliated company to our Chairperson, Mrs. Semiramis Paliou (the “Series E Preferred Stock”), for a purchase price of $35 thousand2, and vi) $0.27 million for a dividend on our Series C Preferred Stock to holders as of record date April 14, 2023, which is payable on April 17, 20231; and,

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on an as further adjusted basis to give effect to i) the issuance of 1,447,400 shares of common stock issuable upon the exercise of the Class A Warrants, ii) the issuance of 15,000,000 shares of common stock issuable upon the exercise of the Class B Warrants, iii) the issuance of 950,000 shares of common stock issuable upon the exercise of the Pre-Funded Warrants, and iv) the issuance of 11,250,000 shares of common stock pursuant to the cashless exercise provisions of the 15,000,000 Private Placement Warrants by the Selling Shareholders2, in exchange for gross proceeds of $26.3 million. We will not receive any proceeds from the exercise of the Private Placement Warrants on a cashless basis.

(All figures in thousands U.S. dollars, except per share amounts)
Stockholders’ Equity		Actual				As Adjusted				As Further Adjusted
		(audited)				(unaudited)				(unaudited)
Preferred stock, $0.01 par value, 100,000,000 shares authorized, 519,172 issued and outstanding as at December 31, 2022, 533,529 shares issued and outstanding on an as adjusted and as further adjusted basis			5				5				5
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 10,183,996 issued and outstanding as at December 31, 2022, 24,233,996 shares issued and outstanding on an adjusted basis, and 52,881,396 shares issued and outstanding on an as further adjusted basis			102				242				529
Additional paid-in capital			78,773				101,615				127,633
Accumulated Deficit			(2,321	)			(2,321	)			(2,321	)
Total Capitalization		$	76,559			$	99,541			$	125,846

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the 10th day after public announcement that a person or group has acquired ownership of 15% or more of the Company’s common stock; or

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the 10th business day (or such later date as determined by the Company’s board of directors) after a person or group announces a tender or exchange offer which would result in that person or group holding 15% or more of the Company’s common stock.

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our common stock certificates and book entry shares will evidence the Rights, and the Rights will be transferable only with those certificates; and

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any new common stock will be issued with Rights and new certificates or book entry shares, as applicable, will contain a notation incorporating the Rights Agreement by reference.

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we are acquired in a merger or other business combination transaction, other than specified mergers that follow a permitted offer of the type we describe above; or

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50% or more of our assets or earning power is sold or transferred.

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to cure any ambiguity, defect or inconsistency;

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to make changes that do not materially adversely affect the interests of holders of Rights, excluding the interests of any acquiring person; or

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to shorten or lengthen any time period under the Rights Agreement, except that we cannot lengthen the time period governing redemption or lengthen any time period that protects, enhances or clarifies the benefits of holders of Rights other than an acquiring person.

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an individual citizen or resident of the United States;

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a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

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a trust if it (i) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

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at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or

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at least 50% of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income.

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the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for common stock;

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the amount allocated to the current taxable year and any taxable year prior to the taxable year we were first treated as a PFIC with respect to the Non-Electing Holder would be taxed as ordinary income; and

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the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayers for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

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fails to provide an accurate taxpayer identification number;

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is notified by the IRS that it has failed to report all interest or corporate distributions required to be reported on its U.S. federal income tax returns; or

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in certain circumstances, fails to comply with applicable certification requirements.

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the Company is organized in a foreign country, or its country of organization, that grants an “equivalent exemption” to corporations organized in the United States; and

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more than 50% of the value of the Company’s stock is owned, directly or indirectly, by “qualified shareholders,” individuals who are “residents” of a foreign country that grants an “equivalent exemption” to corporations organized in the United States, which we refer to as the “50% Ownership Test,” or

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the Company’s stock is “primarily and regularly traded on an established securities market” in a country that grants an “equivalent exemption” to United States corporations, or in the United States, which we refer to as the “Publicly-Traded Test.”

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The Company has, or is considered to have, a fixed place of business in the United States involved in the earning of shipping income; and

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Substantially all of the Company’s U.S. source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.

Selling Shareholder		Total Number of Common Shares Owned Prior to This Offering(1)				Total Number of Common Shares Underlying the Warrants Offered Hereby				Percentage of Outstanding Shares Owned Prior to This Offering(2)				Maximum Number of Common Shares Which May Be Sold in This Offering				Number of Shares Owned Following This Offering				Percentage of Outstanding Shares Owned Following This Offering(2)
Anson Investments Master Fund LP (3)			4,087,602				2,019,801				7.69	%			2,019,801				2,067,801				4.99	%
Armistice Capital Master Fund Ltd. (4)			6,240,000				3,000,000				4.99	%			3,000,000				3,240,000				4.99	%
CVI Investments, Inc. (5)			5,653,127				2,000,000				4.99	%			2,000,000				3,653,127				4.99	%
Intracoastal Capital LLC (6)			5,490,115				2,000,000				9.99	%			2,000,000				3,490,115				9.99	%
Sabby Volatility Warrant Master Fund,Ltd. (7)			5,526,022				2,000,000				4.99	%			2,000,000				3,526,022				4.99	%
Walleye Opportunities Master Fund Ltd. (8)			5,339,224				2,000,000				4.99	%			2,000,000				3,339,224				4.99	%
Empery Asset Master, Ltd. (9)			3,505,372				1,257,422				4.99	%			1,257,422				2,247,950				4.99	%
Empery Tax Efficient, LP (10)			1,015,139				363,139				4.06	%			363,139				652,000				2.61	%
Empery Tax Efficient III, LP (11)			1,002,189				359,638				4.01	%			359,638				642,551				2.57	%

(1)

The number of shares of common stock owned prior to this offering and the number of shares of common stock owned following this offering in the table do not give effect to the beneficial ownership blockers contained in the Class A Warrants, Class B warrants, Warrants and Pre-Funded Warrants held by the Selling Shareholders, but the percentages in the table do give effect to such beneficial ownership blockers.

(2)

The terms of the Warrants held by the Selling Shareholders include a blocker provision that restricts exercise to the extent the securities beneficially owned by the Selling Shareholder and its affiliates would represent beneficial ownership in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%).

(3)

Consists of (i) 48,000 common shares issuable upon the exercise of Class A Warrants, (ii) 2,019,801 common shares issuable upon the exercise of Class B Warrants, and (iii) 2,019,801 common shares issuable upon the exercise of the Warrants. Anson Advisors Inc. and Anson Funds Management LP, the Co-Investment Advisers of Anson Investments Master Fund LP (“Anson”), hold voting and dispositive power over the common shares held by Anson. Bruce Winson is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. The principal business address of Anson is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

(4)

Consists of (i) 240,000 common shares issuable upon the exercise of Class A Warrants, (ii) 3,000,000 common shares issuable upon the exercise of Class B Warrants, and (iii) 3,000,000 common shares issuable upon the exercise of the Warrants. These securities are directly held by Armistice Capital Master Fund, Ltd. (the “Master Fund”), a Cayman Islands exempted company, and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC (“Armistice”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice. Armistice and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein. The Warrants are subject to a 4.99% beneficial ownership limitation that precludes the Master Fund from exercising any portion of the Warrants to the extent that, following such exercise, the Master Fund’s beneficial ownership of our then outstanding Common Stock would exceed 4.99%. The number of shares set forth in the above table do not reflect the application of this limitation, but the percentages in the table do give effect to such beneficial ownership limitation. The address of the Master Fund is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.

(5)

Consists of (i) 653,127 common shares, (ii) 50,000 common shares issuable upon the exercise of Class A Warrants, (iii) 2,000,000 common shares issuable upon the exercise of Class B Warrants, (iv) 2,000,000 common shares issuable upon the exercise of the Warrants, and (v) 950,000 common shares issuable upon the exercise of Pre-Funded Warrants. Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc. (“CVI”), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the securities reported herein. CVI Investments, Inc.is affiliated with one or more FINRA member, none of whom are currently expected to participate in the sale pursuant to the prospectus contained in the registration statement of the shares covered hereby. The address of Heights Capital Management, Inc. is 101 California Street, Suite 3250, San Francisco, CA 94111.

(6)

Consists of (i) 1,377,015 common shares, (ii) 113,100 common shares issuable upon the exercise of Class A Warrants, (iii) 2,000,000 common shares issuable upon the exercise of Class B Warrants, and (iv) 2,000,000 common shares issuable upon the exercise of the Warrants. Mitchell P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital LLC (“Intracoastal”), have shared voting control and investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the securities reported herein that are held by Intracoastal.

(7)

Consists of (i) 1,343,322 common shares, (ii) 182,700 common shares issuable upon the exercise of the Class AWarrants, (iii) 2,000,000 common shares issuable upon the exercise of Class B Warrants, and (iv) 2,000,000 common shares issuable upon the exercise of the Warrants. Sabby Management, LLC serves as the investment manager of Sabby Volatility Warrant Master Fund, Ltd., or Sabby. Hal Mintz is the manager of Sabby Management, LLC and has voting and investment control of the securities held by Sabby Volatility Warrant Master Fund, Ltd. Each of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over the securities beneficially owned by Sabby Volatility Warrant Master Fund, Ltd., except to the extent of their respective pecuniary interest therein.

(8)

Consists of (i) 1,339,224 common shares, (ii) 2,000,000 common shares issuable upon the exercise of Class B Warrants, and (iii) 2,000,000 common shares issuable upon the exercise of the Warrants. The shares will be directly held by Walleye Opportunities Master Fund Ltd, a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be indirectly beneficially owned by: (i) Walleye Capital LLC (“Walleye Capital”), as the investment manager of the Master Fund, and (ii) William England, the person having voting or investment control over Walleye Capital. Walleye Capital LLC and Mr. England disclaim beneficial ownership of the securities reported herein. The address of the Master Fund is c/o Walleye Opportunities Master Fund Ltd, 2800 Niagara Lane North, Plymouth, Minnesota 55447.

(9)

Consists of (i) 951,100 common shares, (ii) 39,428 common shares issuable upon the exercise of the Class A Warrants, (iii) 1,257,422 common shares issuable upon the exercise of Class B Warrants, and (iv) 1,257,422 common shares issuable upon the exercise of the Warrants. Empery Asset Management LP, the authorized agent of Empery Asset Master Ltd (“EAM”), has discretionary authority to vote and dispose of the shares held by EAM and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by EAM. EAM, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of securities reported herein.

(10)

Consists of (i) 274,675 common shares, (ii) 14,186 common shares issuable upon the exercise of the Class A Warrants, (iii) 363,139 common shares issuable upon the exercise of Class B Warrants, and (iv) 363,139 common shares issuable upon the exercise of the Warrants. Empery Asset Management LP, the authorized agent of Empery Tax Efficient, LP (“ETE”), has discretionary authority to vote and dispose of the shares held by ETE and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE. ETE, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of securities reported herein.

(11)

Consists of (i) 272,027 common shares, (ii) 10,886 common shares issuable upon the exercise of the Class A Warrants, (iii) 359,638 common shares issuable upon the exercise of Class B Warrants, and (iv) 359,638 common shares issuable upon the exercise of the Warrants. Empery Asset Management LP, the authorized agent of Empery Tax Efficient III, LP (“ETE III”), has discretionary authority to vote and dispose of the shares held by ETE III and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE III. ETE III, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of the securities reported herein.

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ordinary brokerage transactions or transactions in which the broker solicits purchasers;

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purchases by a broker or dealer as principal and the subsequent resale by such broker or dealer for its account;

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block trades, in which a broker or dealer attempts to sell the securities as agent but may position and resell a portion of the securities as principal to facilitate the transaction;

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through the writing of options on the securities, whether such options are listed on an options exchange or otherwise;

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an exchange distribution in accordance with the rules of the applicable stock exchange;

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in transactions other than on such exchanges or in the over-the-counter market;

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through privately negotiated transactions;

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through the settlement of short sales entered into after the date of this prospectus;

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by agreement with underwriters or broker-dealers to sell a specified number of securities at a stipulated price per share;

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a combination of any such methods of sale;

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any other method permitted pursuant to applicable law.

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the number and type of securities to be sold;

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the purchase price;

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the name of each Selling Shareholder and the name of any broker-dealer or agent effecting the sale or transfer and the amount of any applicable discounts, commissions or similar selling expenses; and

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any other relevant information.

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Annual Report on Form 20-F for the year ended December 31, 2022, filed with the Commission on March 30, 2023.

(1)

Actions not by or in right of the corporation. A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that his conduct was unlawful.

(2)

Actions by or in right of the corporation. A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not, opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claims, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

(3)

When director or officer successful. To the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(4)

Payment of expenses in advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section.

(5)

Indemnification pursuant to other rights. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

(6)

Continuation of indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(7)

Insurance. A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

Exhibit Number		Description
1.1		Form of Underwriting Agreement, between the Company and Maxim Group LLC, acting as representative to the several Underwriters named therewith (2)
1.2		Placement Agency Agreement dated, February 8, 2023, between the Company and Maxim Group LLC, as sole placement agent. (7)
3.1		Amended and Restated Articles of Incorporation of the Company (1)
3.2		Articles of Amendment of the Amended and Restated Articles of Incorporation of the Company (6)
3.3		Amended and Restated Bylaws of the Company (1)
4.1		Form of Common Share Certificate (1)
4.2		Certificate of Designations of the Series A Participating Preferred Stock of the Company (1)
4.3		Statement of Designations of the Series B Preferred Stock of the Company (1)
4.4		Statement of Designations of the 8.0% Series C Preferred Stock of the Company (1)
4.5		Form of Class A Warrant (2)
4.6		Form of Class B Warrant (4)
4.7		Form of Pre-Funded Warrant (7)
4.8		Form of Private Placement Warrant (7)
4.9		Statement of Designations of the 7.0% Series D Preferred Stock of the Company (5)
4.10		Statement of Designations of the Series E Preferred Stock of the Company (3)
4.11		Warrant Agency Agreement by and between Computershare Trust Company, N.A. and the Company as to the Class A Warrants (8)
4.12		Warrant Agency Agreement by and between Computershare Trust Company, N.A. and the Company as to the Pre-Funded Warrants (3)

5.1		Opinion of Seward & Kissel LLP as to the validity of the securities (2)
5.2		Opinion of Seward & Kissel LLP as to the validity of the securities (9)
5.3		Opinion of Seward & Kissel LLP as to the validity of the securities (4)
8.1		Opinion of Seward & Kissel LLP with respect to certain tax matters (2)
8.2		Opinion of Seward & Kissel LLP with respect to certain tax matters (9)
8.3		Opinion of Seward & Kissel LLP with respect to certain tax matters (4)
10.1		Securities Purchase Agreement between the Company and the Purchaser thereto(7)
23.1		Consent of Independent Registered Public Accounting Firm (Ernst & Young (Hellas) Certified Auditors Accountants S.A.)
23.2		Consent of Independent Registered Public Accounting Firm (Ernst & Young (Hellas) Certified Auditors Accountants S.A.)
23.3		Consent of Seward & Kissel LLP
24.1		Powers of Attorney (contained on signature page to the registration statement)
107*		Filing Fee table

*	Previously filed.

	OCEANPAL INC.
	By:	/s/ Robert Perri
	Name:	Robert Perri
	Title:	Chief Executive Officer

Signature		Title
/s/ Semiramis Paliou		Chairman and Director
Semiramis Paliou
/s/ Eleftherios Papatrifon		Director
Eleftherios Papatrifon
/s/ Ioannis Zafirakis		Interim Chief Financial Officer, Treasurer and Secretary
Ioannis Zafirakis		(Principal Financial Officer and Principal Accounting Officer)
/s/ Robert Perri		Chief Executive Officer (Principal Executive Officer)
Robert Perri
/s/ Styliani Alexandra Sougioultzoglou		Director
Styliani Alexandra Sougioultzoglou
/s/ Grigorios-Filippos Psaltis		Director
Grigorios-Filippos Psaltis
/s/ Nikolaos Veraros		Director
Nikolaos Veraros
/s/ Alexios Chrysochoidis		Director
Alexios Chrysochoidis

	PUGLISI & ASSOCIATES
	(Authorized Representative)
	By:	/s/ Donald J. Puglisi
	Name:	Donald J. Puglisi
	Title:	Managing Director