OceanPal Inc美股招股说明书(2025-07-22版)

OceanPal Inc.10,975,600 Units, Each Unit Consisting of One Common Share or One Pre-Funded Warrantto Purchase One Common Share andOne Class C Warrant to Purchase One Common Share(and up to10,975,600 Common Shares Underlying the Pre-Funded Warrants and, up to164,634,000Common Shares Underlying the Class C Warrants) This is a firm commitment public offering of 10,975,600 units of OceanPal Inc. (the “Company,” “we,” “our” or “us”). We are offering 10,975,600 units(“Units”), each Unit consisting of one share of our common shares, par value $0.01 per share (“Common Shares”) and one Class C Warrant (each, a “Warrant”) topurchase one Common Share, at a public offering price of $1.64 per Unit, based upon the closing price of our Common Shares on The Nasdaq Capital Market (the“Nasdaq Official Closing Price”) on July 18, 2025. The actual public offering price per unit to investors in this offering will be equal to or greater than the NasdaqOfficial Closing Price of our Common Shares on the Trading Day immediately preceding the date of the pricing of this offering and Company’s execution of theUnderwriting Agreement with Maxim Group LLC as Sole Underwriter (“Maxim”, the “Underwriter” or “Sole Book-Running Manager”). The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. We are also offering to each purchaser of Units thatwould otherwise result in the purchaser’s, together with its affiliates, beneficial ownership exceeding 4.99% (or, at the election of the purchaser, up to 9.99%) of ouroutstanding Common Shares immediately following the consummation of this offering, the opportunity to purchase Units consisting of one pre-funded warrant in lieu ofone Common Share (each, a “Pre-Funded Warrant”), and one Warrant. Each Pre-Funded Warrant will be exercisable for one Common Share. Subject to limitedexceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, wouldbeneficially own in excess of 4.99% (or, at the election of the holder, up to 9.99%) of the number of Common Shares outstanding immediately after giving effect to suchexercise. The purchase price of each Unit including a Pre-Funded Warrant will be equal to the price per Unit including one Common Share, minus $0.01, and theexercise price of each Pre-Funded Warrant will be $0.01 per Common Share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficialownership cap) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Unit including a Pre-Funded Warrant we sell(without regard to any limitation on exercise set forth therein), the number of Units including a Common Share we are offering will be decreased on a one-for-one basis. The Warrants will be immediately exercisable and may be exercisable until the three (3) year anniversary of the date of issuance at an exercise price equal to225% of the public offering price. In addition, at 4:01 p.m. Eastern time on the 4th trading day after the date of issuance (the “First Reset Date”), the exercise price ofthe Warrants will be reset to a price equal to the lower of (i) the exercise price then in effect and (ii) the greater of (a) 80% of lowest daily volume weighted averageprice (“VWAP”) during the period beginning on the 2nd trading day after the date of issuance and ending on the First Reset Date (such period, the "First Reset Period"),and (b) 50% of the Nasdaq Official Closing Price on the date preceding execution of the Underwriting Agreement;and the number of shares issuable upon exercise willbe increased such that the aggregate exercise price of the Warrants on the issuance date for the Common Shares underlying the Warrants then outstanding shall remainunchanged. Subsequently, at 4:01 p.m. Eastern time on the 8th trading day after the date of issuance (the “Second Reset Date”), the exercise price of the Warrants will bereset to a price equal to the lower of (i) the exercise price then in effect and (ii) the greater of (a) 80% of lowest VWAP during the period beginning on the 6th tradingday after the date of issuance and ending on the Second Reset Date (such period, the "Second Reset Period"), and (b) 30% of the Nasdaq Official Closing Price on thedate preceding execution of the Underwriting Agreement;and the number of shares issuable upon exercise will be increased such that the aggregate exercise price of theWarrants on the issuance date for the Common Shares underlying the Warrants then outstanding shall remain unchanged. The holders of the Warrants will be permittedto exercise their Warrants during the First Reset Period and Second Reset Period, in which case, the date of exercise shall constitute the First Reset Date or Second ResetDate, as applicable. For the avoidance of doubt, the lower that the stock price of our Common Shares is on the First Reset Date and Second Reset Date, as applicab