OceanPal Inc美股招股说明书(2025-10-29版)

Up to $20,127,131 of Common Stock We have entered into a Sales Agreement, dated October 29, 2025 (the “Sales Agreement”), with Clear Street LLC(“Clear Street”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen,”and together with Clear Street, the “Sales Agents”), relating to shares of our common stock, par value $0.01 per share(the “common stock”), offered by this prospectus supplement and the accompanying prospectus. In accordance with theterms of the Sales Agreement, we may offer and sell shares of our common stock having a maximum aggregate offeringprice of up to $20,127,131 from time to time through the Sales Agents. Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “OP.” On October28,2025, the last reported sale price of our common stock on Nasdaq was $1.74 per share. Sales of shares of our common stock, if any, made through the Sales Agents, or directly to the Sales Agents, asprincipals, as contemplated in this prospectus supplement and the accompanying prospectus, may be made innegotiated transactions or transactions that are deemed to be “at the market offerings” as defined in Rule415(a)(4)promulgated under the Securities Act of 1933, as amended, (the “Securities Act”). The Sales Agents are not required tosell any specific amount of shares of common stock, but will act as our sales agent using commercially reasonableefforts consistent with their normal trading and sales practices and applicable law and regulations, on mutually agreedterms between the Sales Agents and us. There is no arrangement for funds to be received in any escrow, trust or similararrangement. The compensation to the Sales Agents for sales of common stock sold pursuant to the Sales Agreementwill be in an amount up to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement.In connection with the sale of the common stock on our behalf, the Sales Agents may be deemed to be “underwriters”within the meaning of the Securities Act, and the compensation of the Sales Agents may be deemed to be underwritingcommissions or discounts. See “Plan of Distribution” beginning on page S-18for additional information regarding thecompensation to be paid to the Sales Agents. We have also agreed to provide indemnification and contribution to theSales Agents with respect to certain liabilities, including liabilities under the Securities Act or the Securities ExchangeAct of 1934, as amended, (the “ExchangeAct”). As of the date of this prospectus supplement, the aggregate market value of our common stock held by our non-affiliates (“public float”), as calculated pursuant to the rules of the Securities and Exchange Commission (the “SEC”),was approximately $60,381,394, based upon 27,446,088 shares of our outstanding common stock held by non-affiliatesat the per share price of $2.20, the closing sale price of our common stock on Nasdaq on October27, 2025, which wasthe highest reported closing sale price of our common stock on Nasdaq in the 60days prior to the date hereof. Pursuantto General Instruction I.B.5 of Form F-3, in no event will we sell securities registered on the registration statement ofwhich this prospectus is a part in a public primary offering with a value exceeding more than one-third of our publicfloat in any 12-month period so long as our public float remains below $75.0million. As of the date hereof, we haveoffered approximately $0 in securities pursuant to General Instruction I.B.5 of Form F-3 during the 12 calendar monthsprior to and including the date of this prospectus. We are thus currently eligible to offer and sell up to an aggregate of$20,127,131 of our common stock pursuant to General InstructionI.B.5 of Form F-3. Under the terms of the Sales Agreement, we also may sell our common stock to one or both of the Sales Agents,as principals for their own accounts, at a price agreed upon at the time of sale. If we sell our common stock to one orboth of the Sales Agents, as principals, we will enter into a separate agreement with the applicable Sales Agent(s),setting forth the terms of such transaction, and we will describe the agreement in a separate prospectus supplement orpricing supplement. Investing in our common stock involves a high degree of risk. You should read this prospectus supplement,the accompanying prospectus and the documents incorporated by reference herein and therein before you makeyour investment decision. See “Risk Factors” beginning on page S-8of this prospectus supplement and page7ofthe accompanying prospectus, and under similar headings in the other documents incorporated by referenceherein, to read about risks that you should consider before making a decision to purchase shares of our commonstock. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement is truthful or complete. Anyrepres