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​	Republic of The Marshall Islands (State or other jurisdiction of incorporation or organization)	​	​	4412 (Primary Standard Industrial Classification Code Number)	​	​	N/A (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)	​

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Edward S. Horton, Esq. Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 (212) 574-1265 (telephone number) (212) 480-8421 (facsimile number)

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Barry I. Grossman, Esq. Matthew Bernstein, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas  New York, New York 10105  Tel: (212) 370-1300

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	Per Unit Consisting of One Common Share and One Warrant	Per Unit Consisting of One Pre-Funded Warrant and One Warrant Total
Public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds, before expenses, to us	$	$

ABOUT THIS PROSPECTUS	ii
PROSPECTUS SUMMARY	1
THE OFFERING	7
RISK FACTORS	11
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	44
USE OF PROCEEDS	46
DIVIDEND POLICY	47
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS	48
CAPITALIZATION	49
DILUTION	51
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	53
BUSINESS	65
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	81
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	87
DESCRIPTION OF CAPITAL STOCK	89
TAXATION	98
SHARES ELIGIBLE FOR FUTURE SALE	106
MARSHALL ISLANDS COMPANY CONSIDERATIONS	107
UNDERWRITING	112
ENFORCEABILITY OF CIVIL LIABILITIES AND INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	117
EXPENSES RELATED TO THIS OFFERING	118
LEGAL MATTERS	119
EXPERTS	119
WHERE YOU CAN FIND ADDITIONAL INFORMATION	119
INFORMATION INCORPORATED BY REFERENCE	119

				Dry Bulk Vessels BUILT DWT				Gross Rate (USD/Day)				Com*		Charterers	Delivery Date to Charterers**	Redelivery Date to Owners***		Notes
														1 Panamax Bulk Carriers
	1			CALIPSO			$	10,150				5.00%		ASL BULK SHIPPING LIMITED	03-Sep-24	08-Jan-25
					2005 73,691		$	2,850				4.75%		CARGILL INTERNATIONAL S.A.	08-Jan-25	19-Mar-25
							$	9,000				5.00%		FULLINKS MARINE COMPANY LIMITED	19-Mar-25	13-Apr-25			1
							$	7,250				5.00%		CHINA RESOURCE CGARTERING PTE. LTD.	24-May-25	01-Sept-25			2
	2			MELIA 2005 76,225			$	7,100				5.00%		CHINA RESOURCE CHARTERING LIMITED	09-Jan-25	25-May-25 - 24-Aug-25			3
				Tanker Vessel BUILT DWT				Employment				Com*		Charterers	Delivery Date to Charterers**	Redelivery Date to Owners***		Notes
														1 MR2 Tanker
	3			ZEZE START 2009 49,999				Spot				-		VITOL INTERNATIONAL SHIPPING PTE LTD	-	-
								$	16,750			1.25%		ABU DHABI MARINE INTERNATIONALCHARTERING HOLDINGS LIMITED	16-Feb-25	17-May-25 - 15-Aug-25			4

*	Total commission percentage paid to third parties.

**	In case of newly acquired vessel with new time charter attached, this date refers to the expected/actual date of delivery of the vessel to the Company.

***	Range of redelivery dates, with the actual date of redelivery being at the Charterers’ option, but subject to the terms, conditions, and exceptions of the particular charterparty.

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exemption from the auditor attestation requirement in the assessment of the effectiveness of the emerging growth company’s internal controls over financial reporting under Section 404(b) of Sarbanes-Oxley;

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exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies; and

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exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and financial statements.

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Charter hire rates in the shipping industry are volatile and have fluctuated significantly in the past years, which may adversely affect our business, financial condition, operating results and our ability to comply with loan covenants in any future borrowing facilities we may enter into.

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The current state of the global financial markets and current economic conditions may adversely impact our results of operations, cash flows, and ability to obtain future financing or refinance any future credit facilities on acceptable terms, or at all, which may negatively impact our business.

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Global economic conditions may continue to negatively impact the tanker and dry bulk shipping industry.

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Geopolitical conditions, such as political instability, terrorist or other attacks, war, international hostilities, economic sanctions restrictions or other trade restrictions, and global public health concerns, may affect the seaborne transportation industry and adversely affect our business.

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Our operating results are subject to seasonal fluctuations, which could affect our operating results.

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An increase in the price of fuel may adversely affect our operating results and cash flows.

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Worldwide inflationary pressures could negatively impact our results of operations and cash flows.

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We are subject to complex laws and regulations (including environmental standards such as IMO 2020, standards regulating ballast water discharge, etc.), including environmental regulations that can adversely affect the cost, manner or feasibility of doing business and our business, results of operations, cash flows, and financial condition.

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Operational risks and damage to our vessels could adversely impact our performance.

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If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the U.S. government, the United Kingdom, the European Union, the United Nations, or other governmental authorities, or engage in other such transactions or dealings that would be violative of applicable sanctions laws, it could lead to monetary fines or penalties and may adversely affect our reputation and the market for our securities.

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We conduct business in China, where the legal system has inherent uncertainties that could limit the legal protections available to us.

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Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties and an adverse effect on our business.

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Changing laws and evolving reporting requirements could have an adverse effect on our business.

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A decline in the market values of our vessels could limit our ability to borrow funds in the future, trigger breaches of certain financial covenants contained in any future borrowing facilities we may enter into, and/or result in impairment charges or losses on sale.

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We primarily charter our vessels on time charter trips with short to medium duration in a volatile shipping industry and a decline in charter hire rates could affect our results of operations and our ability to pay dividends.

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We may not be able to execute our growth strategy, and we may not realize the benefits we expect from past acquisitions or future acquisitions or other strategic transactions.

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We operate secondhand vessels with an age above the industry average which may lead to increased technical problems for our vessels, higher operating expenses, affect our ability to finance and profitably charter our vessels, to comply with environmental standards and future maritime regulations and result in a more rapid depreciation in our vessels’ market and book values.

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We and certain of our principal officers and directors have affiliations with other entities that could create conflicts of interest detrimental to us.

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Companies affiliated with our officers and directors, may acquire vessels that compete with vessels in our fleet.

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Certain of our officers and directors participate in business activities not associated with us, and do not devote all of their time to our business, which may create conflicts of interest and hinder our ability to operate successfully.

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We depend entirely on other entities to provide the management of our fleet. The termination of our arrangements with these entities, or their failure to perform their obligations under our management agreements with them, may adversely affect our operations.’

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A cyber-attack could materially disrupt our business.

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Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

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Increasing scrutiny and changing expectations from investors, banks, and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks.

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We are subject to certain risks with respect to our counterparties on contracts, and failure of such counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our business.

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In the highly competitive international shipping industry, we may not be able to compete for charters with new entrants or established companies with greater resources, and as a result, we may be unable to employ our vessels profitably.

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We may be unable to attract and retain qualified key management personnel, key employees or key consultants, which may delay our development efforts or otherwise harm our business.

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Technological innovation and quality and efficiency requirements from our customers could reduce our charter income and the value of our vessels.

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We may not have adequate insurance to compensate us if we lose our vessels or to compensate third parties.

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We are exposed to U.S. dollar and foreign currency fluctuations and devaluations that may adversely affect our results of operations.

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We depend upon a few significant customers for a large part of our revenues and the loss of one or more of these customers could adversely affect our operating results and financial performance.

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We are an “emerging growth company” and we cannot be certain that the reduced disclosure and other requirements applicable to emerging growth companies will not make our Common Shares less attractive to investors.

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We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations.

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Because we are organized under the laws of the Marshall Islands, it may be difficult to serve us with legal process or enforce judgments against us, our directors or our management.

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If we expand our business further, we may need to improve our operating and financial systems and will need to recruit suitable employees and crew for our vessels.

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We may be subject to United States federal income tax on United States source income, which would reduce our earnings.

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United States tax authorities could treat the Company as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to United States holders.

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We do not have a declared dividend policy and cannot assure you that our board of directors will declare dividend payments in the future.

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If we do not have sufficient cash to pay dividends on our Series C Preferred Stock and Series D Preferred Stock when due, we may suffer adverse consequences.

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Shares of our Series C and Series D Preferred Stock are convertible into our Common Shares, and our Series E Preferred Stock are contingently exercisable into our Common Shares, which could have an adverse effect on the value of our Common Shares.

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The market prices and trading volume of our Common Shares has and may continue to experience rapid and substantial price volatility, which could cause purchasers of our Common Shares to incur substantial losses.

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We may not be able to regain compliance with Nasdaq’s continued listing requirements and even if we regain compliance with Nasdaq’s continued listing requirements, we may not be able to maintain compliance with Nasdaq’s continued listing requirements, including as a result of the terms of this offering.

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We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate law, thus you may have more difficulty protecting your interests than shareholders of a U.S. corporation.

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As a Marshall Islands corporation and with some of our subsidiaries being Marshall Islands entities and also having subsidiaries in other offshore jurisdictions, our operations may be subject to economic substance requirements, which could impact our business.

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Certain of our affiliates hold certain of our Common Shares and certain of our Preferred Shares that, together, allow them to exert considerable influence over matters on which our shareholders are entitled to vote.

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Future issuances or sales of our Common Shares could cause the market price of our Common Shares to decline.

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Anti-takeover provisions in our organizational documents could make it difficult for our shareholders to replace or remove our current board of directors or have the effect of discouraging, delaying, or preventing a merger or acquisition, which could adversely affect the market price of our Common Shares.

THE OFFERING
Issuer	OceanPal Inc., a Marshall Islands corporation.
Securities offered by us	9,316,770 Units, each Unit consisting of one Common Share and one Warrant to purchase one Common Share.   We are also offering to each purchaser whose purchase of Units in this offering would otherwise result in the purchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of the purchaser, up to 9.99%) of our outstanding Common Shares immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, Units including Pre-Funded Warrants in lieu of the Common Shares that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, up to 9.99%) of our outstanding Common Shares.   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.   This prospectus also relates to the offering of the Common Shares issuable upon exercise of the Pre-Funded Warrants and Warrants.
Description of the Pre-Funded Warrants and Warrants	Each Pre-Funded Warrant will be exercisable for one Common Share. Subject to limited exceptions, 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, would beneficially 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 such exercise. The purchase price of each Unit including a Pre-Funded Warrant will equal the price per Unit including one Common Share, minus $0.01, and the exercise price of each Pre-Funded Warrant will be $0.01 per Common Share. The Pre-Funded Warrants are immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

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 to 225% 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 of the 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 average price (“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 will be increased such that the aggregate exercise price of the Warrants on the issuance date for the Common Shares underlying the Warrants then outstanding shall remain unchanged. 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 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 VWAP during the period beginning on the 6th trading day 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 the date preceding execution of the Underwriting Agreement; and the number of shares issuable upon exercise will be increased such that the aggregate exercise price of the Warrants on the issuance date for the Common Shares underlying the Warrants then outstanding shall remain unchanged. The holders of the Warrants will be permitted to 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 Reset Date, 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 applicable, the more shares that will be issuable pursuant to the Warrants as a result of the each reset, subject to the floor price of 50% of the Nasdaq Official Closing Price on the date preceding execution of the Underwriting Agreement as it relates to the First Reset and the floor price of 30% of the Nasdaq Official Closing Price on the date preceding execution of the Underwriting Agreement as it relates to the Second Reset.   Additionally, the Warrants contain certain mechanisms for cashless exercise, including a zero cash exercise option pursuant to which holders of the Warrants have the option during the period of 90 calendar days following the issue date of the Warrants, upon exercise and for no additional cash consideration, to receive an aggregate number of Common Shares equal to the product of (x) the aggregate number of Common Shares that would be issuable upon a cash exercise of the Warrant and (y) two (2). Accordingly, we believe it is highly unlikely that a holder of the Warrants would pay an exercise price in cash to receive one Common Share when the holder could instead choose the zero cash exercise option and pay no cash to receive more Common Shares than they would receive if they did pay an exercise price. As a result, we will likely not receive any additional funds and do not expect to receive any additional funds upon the exercise of the Warrants.   As an example, for each Unit that an investor purchases in this offering at the assumed offering price of $1.61 per Unit, the investor will receive 1 Common Share and 1 Warrant to purchase 1 Common Share at an exercise price of $3.6225 per Common Share. Giving effect solely to the potential adjustment on the First Reset Date and not giving effect to the zero cash exercise option, on the First Reset Date, if our Common Shares are trading at or below the applicable floor price, each Warrant will become exercisable for a maximum of 4.5 Common Shares at an exercise price of $0.805 per Common Share. If such Warrant is then exercised at such time based on the zero cash exercise option, the Warrant would be exercisable into 9 Common Shares. If the Warrant remains outstanding as of the Second Reset Date, giving effect solely to the potential adjustment on the Second Reset Date and not giving effect to the zero cash exercise option, on the Second Reset Date, if our Common Shares are trading at or below the applicable floor price, each Warrant will become exercisable for a maximum of 7.5 Common Shares at an exercise price of $0.483 per Common Share. If such Warrant is then exercised at such time based on the zero cash exercise option, the Warrant would be exercisable into 15 Common Shares. Accordingly, the maximum number of Common Shares that may be issued upon zero cash exercise of the Warrants at the assumed pricing described herein is 139,751,550 Common Shares. If all of the Warrants offered to investors in this offering, including those subject to the Underwriter’s over-allotment option for Warrants, are exercised on a zero cash basis at the floor price of Warrants, an aggregate of 160,714,275 shares would be issued upon such zero cash exercise without payment to the Company of any additional cash.  The Warrants also contain certain anti- dilution protections, as further described herein.   For more information regarding the Pre-Funded Warrants and Warrants, you should carefully read the section titled “Description of the Securities We Are Offering” in this prospectus and the form of Pre-Funded Warrant and Form of Warrant included as exhibits in the Registration Statement that this prospectus forms a part.

Preferred share purchase rights	Our Common Shares include preferred share purchase rights, as described under the section “Description of Capital Stock” in this prospectus.
Number of Common Shares (including Common Shares underlying Pre-Funded Warrants) being offered by us	9,316,770 shares (or up to 10,714,285 Common Shares if the Underwriter exercises its over-allotment option for Common Shares in full).
Number of Warrants being offered to us	Warrants to initially purchase up to 9,316,770 Common Shares through a cash exercise (or warrants to purchase up to 10,714,285 Common Shares through a cash exercise if the Underwriter exercises its over-allotment option for Warrants in full). However, as a result of the resets and zero cash exercise option described herein, the Warrants may be exercisable on a zero cash basis for up to 139,751,550 Common Shares (or up to 160,714,275 Common Shares if the Underwriter exercises its over-allotment option for Warrants in full).  Please refer to the description of the resets and zero cash exercise method, which allows warrant holders to acquire a greater number of Common Shares without additional cash consideration, as permitted under the Warrants and described under “Description of the Securities We are Offering.”
Common Share to be outstanding prior to this offering	7,504,982 shares.
Common Shares to be outstanding immediately after this offering	16,821,752 Common Shares (or up to 18,219,267 Common Shares if the Underwriter exercises its over-allotment option for Common Shares (or Pre-Funded Warrants) in full), excluding any Common Shares issuable under the Warrants. If all of the Warrants offered to investors in this offering, including those subject to the Underwriter’s over-allotment option for Warrants, are exercised on a zero cash basis at the floor price of the Warrants, an aggregate of up to 160,714,275 shares would be issued upon such zero cash exercise without payment to the Company of any additional cash.
Over-allotment option	We have granted the Underwriter an option exercisable within 45 days of the date of this prospectus to purchase from us up to 1,397,515 additional Common Shares at the assumed public offering price of $1.60 per share and/or up to 1,397,515 Warrants at a purchase price of $0.01 per Warrant, less the underwriting discounts payable by us, solely to cover over-allotments, if any.
Use of proceeds	We estimate that the net proceeds from this offering will be approximately $13.75 million (assuming the sale of all Units offered) or $15.84 million (including the exercise of the over-allotment option granted), after deducting Underwriter fees and estimated offering expenses payable by us, and assuming no exercise of the Warrants, based on an assumed public offering price of $1.61 per Unit. We currently intend to use the net proceeds of this offering, after deducting Underwriter fees and estimated offering expenses payable by us, for general corporate purposes, which may include, among other things, funding for working capital needs and fleet expansion. See “Use of Proceeds.”

Listing

Our Common Shares currently trade on the Nasdaq Capital Market symbol “OP.” There are no established public trading markets for the Pre-Funded Warrants or the Warrants, and we do not expect such markets to develop. We do not intend to list the Pre-Funded Warrants or the Warrants on any securities exchange or other trading market.

Risk Factors

An investment in our securities involves substantial risks. See “Risk Factors” and the other information included in this prospectus for a discussion of the factors you should consider carefully before deciding to invest in shares of our securities. You should be aware that Nasdaq may halt trading in our Common Shares and/or delist our Common Shares for public interest concerns. See “Risk Factors — Nasdaq may halt trading in our Common Shares on Nasdaq or delist our Common Shares for public interest concerns as a result of this offering.”

•	supply of and demand for and seaborne transportation of energy resources (e.g. coal), commodities, and semi-finished and finished consumer and industrial products;

•	changes in the exploration or production of energy resources, commodities, and semi-finished and finished consumer and industrial products;

•	the location of regional and global exploration, production and manufacturing facilities;

•	changes in seaborne and other transportation patterns, including the distance cargo is transported by sea for reasons including but not limited to reductions in canal capacities, any geopolitical conflict and military responses;

•	the location of consuming regions for energy resources, commodities, and semi-finished and finished consumer and industrial products; and

•	the globalization of production and manufacturing.

•	demand and supply for refined petroleum products and other liquid bulk products such as vegetable and edible oils;

•	competition from alternative sources of energy and a shift in consumer demand towards other energy resources such as wind, solar or water energy as well as greater use of electric powered vehicles;

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increases in the production of refined petroleum products in areas linked by pipelines to consuming areas, the extension of existing, or the development of new, pipeline systems in markets we may serve, or the conversion of existing non-oil pipelines to refined petroleum products pipelines in those areas;

•	the introduction of new, expansion or closure of crude oil refineries, the distance oil and refined petroleum products are moved by sea and changes in transportation patterns; and

•	competition from other shipping companies and other modes of transportation, such as railroads that compete with product tankers.

•	technological developments, which affect the efficiency of vessels and time to vessel obsolescence;

•	the globalization of manufacturing and developments of transportation services;

•	global and regional economic and political conditions, armed conflicts, including the conflicts between Russia and Ukraine and between Israel and Hamas and fluctuations in industrial and agricultural production;

•	disruptions and developments in international trade, including the increased vessel attacks and piracy in the Red Sea and Gulf of Aden in connection with the conflict between Israel and Hamas;

•	international sanctions, embargoes, import and export restrictions, trade disputes, tariffs, nationalizations, piracy and terrorist attacks;

•	legal and regulatory changes including regulations adopted by supranational authorities and/or industry bodies, such as safety and environmental regulations and requirements;

•	weather, natural and health disasters, generally; and

•	currency exchange rates.

•	the number of newbuilding orders and deliveries, including delays in vessel deliveries;

•	the number of shipyards and ability of shipyards to deliver vessels;

•	port or canal congestion;

•	potential disruption, including supply chain disruptions, of shipping routes due to accidents or political events;

•	scrapping of older vessels;

•	speed of vessel operation;

•	vessel casualties;

•	technological advances in vessel design, capacity, propulsion technology and fuel consumption efficiency;

•	the degree of scrapping or recycling of older vessels, depending, among other things, on scrapping or recycling rates and international scrapping or recycling regulations;

•	the price of steel and vessel equipment;

•	product imbalances (affecting the level of trading activity) and developments in international trade;

•	number of vessels that are out of service, namely those that are laid-up, drydocked, awaiting repairs or otherwise not available for hire;

•	availability of financing for new vessels and shipping activity;

•	changes in national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage; and

•	changes in environmental and other regulations that may limit the useful lives of vessels.

•	identify suitable vessels and/or shipping companies for acquisitions at attractive prices;

•	realize anticipated benefits, such as new customer relationships, cost-savings or cash flow enhancements from past acquisitions;

•	obtain required financing for our existing and new operations;

•	integrate any acquired vessels, assets or businesses successfully with our existing operations, including obtaining any approvals and qualifications necessary to operate vessels that we acquire;

•	ensure, either directly or through our managers, that an adequate supply of qualified personnel and crew are available to manage and operate our growing business and fleet;

•	improve our operating, financial and accounting systems and controls; and

•	cope with competition from other companies, many of which have significantly greater financial resources than we do and may reduce our acquisition opportunities or cause us to pay higher prices.

•	as our vessels age, typically, they become less fuel-efficient and more costly to maintain than more recently constructed vessels due to improvements in design, engineering, technology and due to increased maintenance requirements;

•	cargo insurance rates increase with the age of a vessel, making our vessels more expensive to operate;

•	governmental regulations, environmental and safety or other equipment standards related to the age of vessels may also require expenditures for alterations or the addition of new equipment to our vessels and may restrict the type of activities in which our vessels may engage.

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

•	if our future market capitalization reflects trading dynamics unrelated to our financial performance or prospects, purchasers of our Common Shares 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 Shares decline, purchasers of shares of common shares 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 Shares will not fluctuate or decline significantly in the future, in which case investors could incur substantial losses.

•	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 operating results;

•	our ability to pay dividends or other distributions;

•	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;

•	changes in market valuations of similar companies;

•	our continued compliance with Nasdaq’s listing standards;

•	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;

•	additions or departures of key personnel;

•	actions by institutional or significant stockholders;

•	short interest in our Common Shares or our other securities and the market response to such short interest;

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

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

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

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

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

•	the occurrence of any of the events described in other risk factors included in this prospectus; and

•	general market and economic conditions.

•	authorizing our board of directors to issue “blank check” preferred stock without shareholder approval;

•	providing for a classified board of directors with staggered, three-year terms;

•	prohibiting cumulative voting in the election of directors;

•	authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of a majority of the outstanding shares of our Common Shares entitled to vote for the directors;

•	prohibiting shareholder action by written consent;

•	limiting the persons who may call special meetings of shareholders; and

•	establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at shareholder meetings.

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the strength of world economies;

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fluctuations in currencies, interest rates and inflationary pressures;

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market conditions and trends, including volatility in charter rates for our vessels, factors affecting supply and demand for dry bulk commodities as well as oil and oil-related products, fluctuating vessel values, and opportunities for the profitable operations of dry bulk carriers and tankers;

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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 worldwide oil production;

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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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changes in our ability to continue as a going concern;

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our ability to pay dividends to holders of our securities;

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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 in any debt agreements we may enter into in the future, in particular due to economic, financial or operational reasons;

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our continued ability to enter into time or voyage charters with existing and new customers, and to re-charter our vessels upon the expiry of any existing charters;

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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 disputes, proceedings or litigation, and potential costs due to environmental damage and vessel collisions;

•

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;

•

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;

•

general economic conditions and conditions in the oil industry;

•

effects of new products and new technologies in our industry;

•

potential cyber-attacks or other disruption of information technology systems which may disrupt our business operations;

•

the failure of counterparties to fully perform their contracts with us;

•

our dependence on key personnel;

•

adequacy of insurance coverage;

•

our ability to obtain indemnities from customers;

•

the volatility of the price of our Common Shares;

•

future sales of our securities in the public market and our ability to regain and maintain our compliance with Nasdaq listing requirements, including as a result of this offering;

•

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;

•

general domestic and international political conditions or labor disruptions, including “trade wars”, such as the armed conflicts in the Ukraine and the Middle East, acts of piracy or maritime aggression or other hostilities, such as recent maritime incidents involving vessels in and around the Red Sea, global public health threats and major outbreaks of diseases;

•

the impact of port or canal congestion or disruptions;

•

impacts of outbreaks of global or regional epidemic and pandemic diseases on the shipping industry;

•

potential physical disruption of shipping routes due to accidents, climate-related reasons (acute and chronic), political events, public health threats, international hostilities and instability;

•

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

•

other factors discussed in the “Risk Factors” section of this prospectus.

•

on an actual basis;

•

on an adjusted basis to give effect to i) $0.18 million for a dividend on our 8,853 outstanding Series C Preferred Stock, concerning the period from October 15, 2024 to January 14, 2025, and paid on January 15, 2025, ii) $0.40 million for a dividend on our 23,083 outstanding Series D Preferred Stock, concerning the period from October 15, 2024 to January 14, 2025, and paid on January 15, 2025, iii) the issuance of 3,332 Series C preferred stock on March 12, 2025 as restricted stock awards to our directors, iv) 0.20 million in aggregate for a dividend on our i) 8,853 outstanding Series C Preferred Stock concerning the period from January 15, 2025 to April 14, 2025 and ii) 3,332 shares of our Series C Preferred Stock awarded to our directors on March 12, 2025 from the period from March 12, 2025 to April 14, 2025, both paid on April 15, 2025, and v) $0.40 million for a dividend on our 23,083 outstanding Series D Preferred Stock, concerning the period from January 15, 2025 to April 14, 2025, and paid on April 15, 2025; and

•

on an as further adjusted basis to give effect to the anticipated issuance and sale by us of units comprising of up to 9,316,770 Common Shares or Pre-Funded Warrants to purchase Common Shares, and up to 9,316,770 Class C Warrants to purchase Common Shares in this offering at an assumed public offering price of $1.61 per unit, in exchange for gross proceeds of up to $15.0 million, or net proceeds of $13.75 million after deducting an amount of $1.25 million concerning underwriter fees and estimated offering expenses payable by us. The final public offering price will be determined through negotiation between us, the underwriter and the purchasers in the offering and may be at a discount to the current market price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price.

(All figures in thousands U.S. dollars, except per share amounts)	Actual	As Adjusted	As further adjusted
	(audited)	(unaudited)	(unaudited)
Stockholders’ Equity
Preferred stock, $0.01 par value; 100,000,000 shares authorized, 533,136 issued and outstanding as at December 31, 2024, 536,468 shares issued and outstanding as adjusted, 536,468 shares issued and outstanding as further adjusted	5	5	5
Common shares, $0.01 par value; 1,000,000,000 shares authorized; 7,504,982 issued and outstanding as at December 31, 2024, 1,000,000,000 authorized shares and 7,504,982 shares issued and outstanding as adjusted, 1,000,000,000 authorized shares and up to 16,821,752 shares issued and outstanding as further adjusted	75	75	168
Additional paid-in capital	110,198	109,011	122,668
Accumulated Deficit	(25,908)	(25,908)	(25,908)
Total Capitalization	$84,370	$83,183	96,933

Assumed offering price per Common Share	$1.61
Book value per Common Share as of December 31, 2024	$11.24
Dilution to existing shareholders(1)	$9.63
% Dilution to existing shareholders(1)	85.68%
Pro forma net book value per Common Share after this offering	$5.83
Decrease in book value per Common Share after this offering(2)	$5.41
Percentage of decrease in book value per Common Share after this offering(2)	48.13%
Dilution for new investors after the offering(3)	-
Percentage of dilution for new investors after the offering(3)	-

(1)

Dilution to existing shareholders is computed as the difference between the offering price per share and the net book value per Common Share, as of the latest balance sheet date. The percentage of dilution for existing shareholders is computed by dividing the dilution to existing shareholders by the book value per Common Share as of the latest balance sheet date.

(2)

Decrease in book value per Common Share after this offering is computed as the difference between the net book value per Common Share, as of the latest balance sheet date and pro forma net book value per Common Share after this offering. Percentage of decrease in book value per Common Share after this offering is calculated by dividing the difference between the net book value per Common Share, as of the latest balance sheet date and pro forma net book value per Common Share after this offering, by the net book value per Common Share, as of the latest balance sheet date.

(3)	Dilution in book value per share for new investors represents the difference between the amount per share paid by purchasers of our Common Shares, in this offering, and the pro forma net book value per Common Share after this offering.

*

Amounts do not include exercise of Class C warrants in this offering nor does it give effect to the up to 139,751,550 Common Shares issuable upon a “zero cash exercise” of the Warrants, including the Warrants issued to investors in this offering (assuming the assumed price of $1.61 per Unit) or any Warrant resets that may take place. Further the amounts assume no sale of Pre-Funded Warrants in this offering, which, if sold, would reduce the number of Common Shares that we are offering on a one-for-one basis. Also, amounts do not include proceeds from the exercise of the over-allotment option granted.

a)

obtain the charterer’s consent to us as the new owner;

b)

obtain the charterer’s consent to a new technical manager;

c)

in some cases, obtain the charterer’s consent to a new flag for the vessel;

d)

arrange for a new crew for the vessel, and where the vessel is on charter, in some cases, the crew must be approved by the charterer;

e)

replace all hired equipment on board, such as gas cylinders and communication equipment;

f)

negotiate and enter into new insurance contracts for the vessel through our own insurance brokers;

g)

register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state;

h)

implement a new planned maintenance program for the vessel; and

i)

ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state.

a)

acquisition and disposition of vessels;

b)

employment and operation of our vessels; and

c)

management of the financial, general and administrative elements involved in the conduct of our business and ownership of our vessels.

a)

vessel maintenance and repairs;

b)

crew selection and training;

c)

vessel spares and stores supply;

d)

contingency response planning;

e)

onboard safety procedures auditing;

f)

accounting;

g)

vessel insurance arrangements;

h)

vessel chartering;

i)

vessel security training and security response plans (ISPS);

j)

performing an ISM audit and obtaining ISM certification for each vessel after taking over a vessel;

k)

vessel hiring management;

l)

vessel surveying; and

m)

vessel performance monitoring.

•

management of our financial resources, including banking relationships;

•

management of our accounting system and records and financial reporting;

•

administration of the legal and regulatory requirements affecting our business and assets; and

•

management of the relationships with our service providers and customers.

a)

charter rates and charter periods;

b)

levels of vessel operating expenses;

c)

depreciation expenses;

d)

capital expenditures, dry-docking and special survey costs;

e)

financing costs, if any;

f)

geopolitical conditions such as the conflicts in Ukraine and the Middle East;

g)

inflation; and

h)

fluctuations in foreign exchange rates.

A.	Operating results

•

the duration of our charters;

•

our decisions relating to vessel acquisitions and disposals;

•

the amount of time that we spend positioning our vessels;

•

the amount of time that our vessels spend in undergoing drydock and/or special survey repairs;

•

maintenance and upgrade work;

•

the age, condition and specifications of our vessels; and

•

levels of supply and demand in the dry bulk and tanker shipping industry;

(in millions of U.S. dollars) except for share and per share data		For the year ended December 31, 2024				For the year ended December 31, 2023
Results of Operations
Vessel revenues, net		$	25.70			$	18.96
Voyage expenses			(3.71	)			(1.94	)
Vessel operating expenses			(12.49	)			(10.42	)
Depreciation and amortization of deferred charges			(7.20	)			(7.67	)
Impairment loss			(6.12	)			-
General and administrative expenses			(6.21	)			(5.28	)
Support agreement costs			(6.75	)			-
Management fees			(1.34	)			(1.24	)
Changes in fair value of warrants’ liability			-				6.22
Finance costs			(0.11	)			(0.91	)
Interest income			0.31				0.50
Net loss and comprehensive loss			(17.86	)			(1.98	)
Net loss and comprehensive loss attributable to common shareholders		$	(19.73	)		$	(6.71	)
Loss per share, basic			(2.64	)			(2.02	)
Loss per share, diluted			(2.64	)			(3.83	)
Weighted average number of common shares, basic			7,465,136				3,315,519
Weighted average number of common shares, diluted			7,465,136				3,372,207

•

exemption from the auditor attestation requirement in the assessment of the effectiveness of the emerging growth company’s internal controls over financial reporting under Section 404(b) of Sarbanes-Oxley;

•

exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies; and

•

exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and financial statements.

C.	Research and development, patents and licenses

D.	Trend information

		For the year ended December 31, 2024				For the year ended December 31, 2023
Fleet Data:
Average number of vessels (1)			5.2				4.9
Number of vessels at year-end			5.0				5.0
Weighted average age of vessels at year-end (in years)			19.3				18.8
Ownership days (2)			1,901				1,787
Available days (3)			1,805				1,707
Operating days (4)			1,747				1,691
Fleet utilization (5)			96.8	%			99.1	%

(1)	Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in the period.

(2)	Ownership days are the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during a period.

(3)

Available days are the number of our ownership days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys and the aggregate amount of time that we spend positioning our vessels for such events. The shipping industry uses available days to measure the number of days in a period during which vessels should be capable of generating revenues.

(4)

Operating days are the number of available days in a period less the aggregate number of days that our vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.

(5)

We calculate Fleet utilization by dividing the number of our Operating days during a period by the number of our Available days during the period. The shipping industry uses Fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or vessel positioning for such events.

Amounts in the tables below are in U.S dollars		For the year ended December 31, 2024				For the year ended December 31, 2023
Average Daily Results:
Time charter equivalent (TCE) rate (6)		$	12,184			$	9,969
Daily vessel operating expenses (7)			6,568				5,832

(6)

Time charter equivalent rates, or TCE rates, are defined as our time charter and voyage revenues, less voyage expenses during a period divided by the number of our Available days during the period, which is consistent with industry standards. Voyage expenses include port charges, bunker (fuel) expenses, canal charges and commissions. TCE rate is a non-GAAP measure, and management believes it is useful to investors because it is a standard shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charter hire rates for vessels on voyage charters are generally not expressed in per day amounts while charter hire rates for vessels on time charters are generally expressed in such amounts. The following table reflects the calculation of our TCE rates for the periods presented.

(7)

Daily vessel operating expenses, which include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses, are calculated by dividing vessel operating expenses by ownership days for the relevant period.

Amounts in the tables below are in thousands of U.S dollars except for Available days and TCE rate		For the year ended December 31, 2024				For the year ended December 31, 2023
Vessel revenues		$	25,702			$	18,957
Less: voyage expenses			(3,710	)			(1,940	)
Time charter equivalent (TCE) revenues		$	21,992			$	17,017
Available days			1,805				1,707
Time charter equivalent (TCE) rate		$	12,184			$	9,969

E.	Critical Accounting Estimates

Vessels		Dwt				Year Built				Carrying value plus unamortized dry dock cost (in millions of US Dollars)
(In millions of USD)										2024				2023
1.    Protefs			73,630				2004			$	10.1	*		$	11.4	*
2.    Calipso			73,691				2005			$	10.0	*		$	11.2	*
3.    Salt Lake City***			171,810				2005			$	16.6			$	18.4	*
4.    Baltimore**			177,243				2005			$	-			$	19.4	*
5.    Melia			76,225				2005			$	10.3			$	12.7	*
6.    Zeze Start			49,999				2009			$	25.4			$	-
Total										$	72.4			$	73.1

*

Indicates vessels for which we believe, as of December 31, 2024, and 2023, the charter-free market value was lower than the vessel’s carrying value plus unamortized dry-docking and special survey costs. We believe that the aggregate carrying value plus unamortized dry-docking and special survey costs of these vessels exceeded their aggregate charter-free market value by approximately $2.7 million and $13.1 million, respectively.

**	Vessel sold on November 19, 2024.

***	Vessel sold on February 13, 2025.

•

reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;

•

news and industry reports of similar vessel sales;

•

offers that we may have received from potential purchasers of our vessels; and

•

vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers.

		Average estimated daily time charter equivalent rate used				Average break-even rate*
Panamax		$	13,250			$	12,157
Capesize		$	16,632			$	11,386

*	Excludes impaired vessels as of December 31, 2024

		1-year (period)				Impairment charge in USD million				3-years (period)				Impairment charge in USD million				5-years (period)				Impairment charge in USD Million
Panamax		$	14,145			$	-			$	15,958			$	-			$	16,715			$	-
Capesize		$	25,651			$	-			$	20,024			$	-			$	20,867			$	-

							Dry Bulk Vessels BUILT DWT						Gross Rate (USD/Day)					Com*		Charterers	Delivery Date to Charterers**	Redelivery Date to Owners***		Notes
																				2 Panamax Bulk Carriers
		1					CALIPSO					$	10,150					5.00%		ASL BULK SHIPPING LIMITED	03-Sep-24	08-Jan-25
								2005 73,691				$	2,850					4.75%		CARGILL INTERNATIONAL S.A.	08-Jan-25	19-Mar-25
												$	9,000					5.00%		FULLINKS MARINE COMPANY LIMITED	19-Mar-25	13-Apr-25			1
												$	7,250					5.00%		CHINA RESOURCE CGARTERING PTE. LTD.	24-May-25	01-Sept-25			2
		2					MELIA 2005 76,225					$	7,100					5.00%		CHINA RESOURCE CHARTERING LIMITED	09-Jan-25	25-May-25 - 24-Aug-25			3
							Tanker Vessel BUILT DWT						Employment					Com*		Charterers	Delivery Date to Charterers**	Redelivery Date to Owners***		Notes
																				1 MR2 Tanker
		3					ZEZE START 2009 49,999						Spot					-		VITOL INTERNATIONAL SHIPPING PTE LTD	-	-
												$	16,750					1.25%		ABU DHABI MARINE INTERNATIONALCHARTERING HOLDINGS LIMITED	16-Feb-25	17-May-25 - 15-Aug-25			4

*	Total commission percentage paid to third parties.

**	In case of newly acquired vessel with new time charter attached, this date refers to the expected/actual date of delivery of the vessel to the Company.

***	Range of redelivery dates, with the actual date of redelivery being at the Charterers’ option, but subject to the terms, conditions, and exceptions of the particular charterparty.

•

injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;

•

injury to, or economic losses resulting from, the destruction of real and personal property;

•

loss of subsistence use of natural resources that are injured, destroyed or lost;

•

net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;

•

lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and

•

net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.

Name		Age		Position
Semiramis Paliou		51		Class I Director and Chairperson
Robert Perri		52		Chief Executive Officer
Vasiliki Plousaki		39		Chief Financial Officer
Ioannis Zafirakis		53		Class III Director
Eleftherios Papatrifon		55		Class II Director
Styliani Alexandra Sougioultzoglou		51		Class I Director
Grigorios-Filippos Psaltis		50		Class II Director
Nikolaos Veraros		54		Class III Director
Alexios Chrysochoidis		51		Class I Director
Margarita Veniou		46		Chief Corporate Development and Governance Officer and Secretary

		Shares Beneficially Owned
Identity of person or group		Number				Percentage*
Diana Shipping Inc. (1)			3,823,995				49.00	%
Semiramis Paliou (2)(3)(4)(9)			12,126,294				61.77	%
Ioannis Zafirakis (2)(3)(10)			3,640,502				32.66	%
Eleftherios Papatrifon (2)(3)(11)			1,794,957				19.30	%
Anamar Investments Inc. (5)			2,623,059				14.99	%
Coronis Investments Inc. (6)			2,623,059				14.99	%
Taracan Investments S.A (7)			2,226,452				14.99	%
Sphinx Investment Corp. (8)			1,050,505				14.00	%
Nikolaos Veraros (2)(3)			295,927				3.79	%
Grigorios-Filippos Psaltis (3)			198,128				2.57	%
Alexios Chrysochoidis (3)			186,324				2.42	%
Styliani Alexandra Sougioultzoglou (2)(3)			225,107				2.91	%

*	Based on 7,504,982 Common Shares outstanding as of June 13, 2025.

•

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

•

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 shares.

•

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

•

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

•

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

•

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

•

an individual citizen or resident of the United States;

•

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;

•

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

•

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.

•

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

•

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.

•

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

•

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

•

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.

•

fails to provide an accurate taxpayer identification number;

•

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

•

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

•	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

•

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

•	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.”

•	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

•

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.

Marshall Islands	Delaware
Shareholder Meetings
Held at a time and place as designated in the bylaws.	May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors.
Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the articles of incorporation or by the bylaws.	Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.
May be held within or without the Marshall Islands.	May be held within or without Delaware.
Notice:	Notice:
Whenever shareholders are required to take any action at a meeting, written notice of the meeting shall be given which shall state the

place, date and hour of the meeting and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person calling the meeting. Notice of a special meeting shall also state the purpose for which the meeting is called.	Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.
A copy of the notice of any meeting shall be given personally, sent by mail or by electronic mail not less than 15 nor more than 60 days before the meeting.	Written notice shall be given not less than 10 nor more than 60 days before the meeting.
Shareholders’ Voting Rights
Unless otherwise provided in the articles of incorporation, any action required to be taken at a meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by all the shareholders entitled to vote with respect to the subject matter thereof, or if the articles of incorporation so provide, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.	Any action required to be taken at a meeting of shareholders may be taken without a meeting if a consent for such action is in writing and is signed by shareholders having not fewer than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Any person authorized to vote may authorize another person or persons to act for him by proxy.	Any person authorized to vote may authorize another person or persons to act for him by proxy.
Unless otherwise provided in the articles of incorporation or bylaws, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one-third of the shares entitled to vote at a meeting.	For stock corporations, the certificate of incorporation or bylaws may specify the number of shares required to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum. However, where a company’s certificate of incorporation provides for more or less than one vote for any share or matter, references to quorum shall refer to the number of votes entitled to be cast.

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.	When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
The articles of incorporation may provide for cumulative voting in the election of directors.	The certificate of incorporation may provide for cumulative voting in the election of directors.
Merger or Consolidation
Any two or more domestic corporations may merge into a single corporation if approved by the board and if authorized by a majority vote of the holders of outstanding shares at a shareholder meeting.	Any two or more corporations existing under the laws of the state may merge into a single corporation pursuant to a board resolution and upon the majority vote by shareholders of each constituent corporation at an annual or special meeting.
Any sale, lease, exchange or other disposition of all or substantially all the assets of a corporation, if not made in the corporation’s usual or regular course of business, once approved by the board, shall be authorized by the affirmative vote of two-thirds of the shares of those entitled to vote at a shareholder meeting.	Every corporation may at any meeting of the board sell, lease or exchange all or substantially all of its property and assets as its board deems expedient and for the best interests of the corporation when so authorized by a resolution adopted by the holders of a majority of the outstanding stock of the corporation entitled to vote.

Any domestic corporation owning at least 90% of the outstanding shares of each class of another domestic corporation may merge such other corporation into itself without the authorization of the shareholders of any corporation.	Any corporation owning at least 90% of the outstanding shares of each class of another corporation may merge the other corporation into itself and assume all of its obligations without the vote or consent of shareholders; however, in case the parent corporation is not the surviving corporation, the proposed merger shall be approved by a majority of the outstanding stock of the parent corporation entitled to vote at a duly called shareholder meeting.
Any mortgage, pledge of or creation of a security interest in all or any part of the corporate property may be authorized without the vote or consent of the shareholders, unless otherwise provided for in the articles of incorporation.	Any mortgage or pledge of a corporation’s property and assets may be authorized without the vote or consent of shareholders, except to the extent that the certificate of incorporation otherwise provides.
Director
The board of directors must consist of at least one member.	The board of directors must consist of at least one member.
The number of board members may be changed by an amendment to the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw.	The number of board members shall be fixed by, or in a manner provided by, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by an amendment to the certificate of incorporation.
If the board is authorized to change the number of directors, it can only do so by a majority of the entire board and so long as no decrease in the number shall shorten the term of any incumbent director.	If the number of directors is fixed by the certificate of incorporation, a change in the number shall be made only by an amendment of the certificate. If the number of directors is fixed by the by-laws, it may be changed by an amendment to the by-laws.
Removal:	Removal:
Any or all of the directors may be removed for cause by vote of the shareholders.	Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote unless the certificate of incorporation otherwise provides.
If the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders.	In the case of a classified board, shareholders may effect removal of any or all directors only for cause.
Dissenters’ Rights of Appraisal

Shareholders have a right to dissent from any plan of merger, consolidation or sale of all or substantially all assets not made in the usual course of business, and receive payment of the fair value of their shares. However, the right of a dissenting shareholder under the BCA to receive payment of the appraised fair value of his shares shall not be available for the shares of any class or series of stock, which shares or depository receipts in respect thereof, at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders. The right of a dissenting shareholder to receive payment of the fair value of his or her shares shall not be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the shareholders of the surviving corporation.

Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, subject to limited exceptions, such as a merger or consolidation of corporations listed on a national securities exchange in which listed stock is offered for consideration which is (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders. Notwithstanding those limited exceptions, appraisal rights will be available if shareholders are required by the terms of an agreement of merger or consolidation to accept certain forms of uncommon consideration.

A holder of any adversely affected shares who does not vote on or consent in writing to an amendment to the articles of incorporation has the right to dissent and to receive payment for such shares if the amendment:	Shareholders do not have appraisal rights due to an amendment of the company’s certificate of incorporation unless provided for in such certificate.
Alters or abolishes any preferential right of any outstanding shares having preference; or
Creates, alters, or abolishes any provision or right in respect to the redemption of any outstanding shares; or
Alters or abolishes any preemptive right granted by law and not disseated by the articles of incorporation of such holder to acquire shares or other securities; or
Excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class.
Shareholder’s Derivative Actions
Such action shall not be discontinued, compromised or settled, without the approval of the High Court of the Republic of the Marshall Islands.
Reasonable expenses including attorney’s fees may be awarded if the action is successful.
A corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of outstanding shares or holds voting trust certificates or a beneficial interest in shares representing less than 5% of any class of such shares and the shares, voting trust certificates or
beneficial interest of such plaintiff has a fair value of $50,000 or less.

•

receipt and acceptance of our Common Shares issued as part of the units by the Underwriter; and

•

the Underwriter’s right to reject orders in whole or in part.

Per Unit including Common Shares

Per Unit including Pre-Funded Warrants

Total without Over-Allotment Option

Total with Over-Allotment Option

Public offering price

$

$

$

$

Underwriting discounts and commissions 7.0%

$

$

$

$

Proceeds, before expenses, to us

$

$

$

$

•

stabilizing transactions;

•

short sales;

•

purchases to cover positions created by short sales;

•

imposition of penalty bids; and

•

syndicate covering transactions.

•

to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or

•

in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement for the publication by us or any Underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

SEC registration fee		7,464
FINRA filing fee		7,813
Accounting fees and expenses			52,000
Legal fees and expenses			48,000
Printing expenses			5,000
Underwriter’s accountable expenses			75,000
Miscellaneous			4,723
Total		$	200,000

•

Annual Report on Form 20-F for the year ended December 31, 2024, filed with the Commission on April 15, 2025;

•

Report on Form 6-K, furnished to the Commission on April 16, 2025.

•

Report on Form 6-K, furnished to the Commission on April 24, 2025.

•

Report on Form 6-K, furnished to the Commission on April 28, 2025.

•

Report on Form 6-K, furnished to the Commission on May 21, 2025.

Exhibit Number	Description
1.1	Form of Underwriting Agreement*
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(11)
3.3	Amended and Restated Bylaws of the Company(1)
4.1	Form of Common Share Certificate(2)
4.2	Certificate of Designations of the Series A Participating Preferred Stock of the Company(2)
4.3	Statement of Designations of the Series B Preferred Stock of the Company(2)
4.4	Amended and Restated Statement of Designations of the 8.0% Series C Preferred Stock of the Company(8)
4.5	Warrant Agency Agreement by and between Computershare Trust Company, N.A. and the Company, with respect to the Class A Warrants(5)
4.7	Form of Class A Warrant(9)
4.8	Form of Class B Warrant(4)
4.10	Amended and Restated Statement of Designations of the 7.0% Series D Preferred Stock of the Company(3)
4.11	Statement of Designations of the Series E Preferred Stock of the Company(6)
4.12	Form of Class C Warrant*
4.13	Form of Pre-Funded Warrant*
5.1	Opinion of Seward & Kissel LLP as to the validity of the securities
8.1	Opinion of Seward & Kissel LLP with respect to certain tax matters
10.1	Stockholders Rights Agreement(7)
10.2	2021 Equity Incentive Plan, as amended and restated(8)
10.3	Form of Management Agreement with Diana Wilhelmsen Management Limited(2)
10.4	Form of Amendment to the Management Agreement with Diana Wilhelmsen Management Limited(5)
10.5	Non-Competition Agreement by and between the Company and Diana Shipping Inc.(2)
10.6	Right of First Refusal Agreement with Diana Shipping Inc.(2)
10.7	Amended and Restated Contribution and Conveyance Agreement between the Company and Diana Shipping Inc.(9)
10.8	Form of Management Agreement with Steamship Shipbroking Enterprises Inc.(2)
10.9	Administrative Services Agreement with Steamship Shipbroking Enterprises Inc.(10)
10.10	Brokerage Services Agreement with Steamship Shipbroking Enterprises Inc.(8)
10.11	Shareholders Agreement with RFSea Infrastructure II AS.(10)
10.12	Support Agreement with Sphinx Investment Corp.(8)
10.13	Commercial Services Agreement with Sea Transportation Inc.(8)
10.14	Technical Management Agreement with ANGLO-EASTERN SHIPMANGEMENT PTE LTD. (8)
10.14	Subsidiaries of the Company(8)
23.1	Consent of Independent Registered Public Accounting Firm (Ernst & Young (Hellas) Certified Auditors Accountants S.A.)
23.3	Consent of Seward & Kissel LLP (included in Exhibits 5.1 and Exhibit 8.1 hereto)
24.1	Powers of Attorney (contained on signature page to the registration statement)
107	Filing Fee table

Signature	Title
/s/ Semiramis Paliou	Chairman and Director
Semiramis Paliou
/s/ Robert Perri	Chief Executive Officer
Robert Perri	(Principal Executive Officer)
/s/ Vasiliki Plousaki	Chief Financial Officer
Vasiliki Plousaki	(Principal Financial Officer and Principal Accounting Officer)
/s/ Eleftherios Papatrifon	Director
Eleftherios Papatrifon
/s/ Ioannis Zafirakis	Director
Ioannis Zafirakis
/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