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OceanPal Inc. (OP) 鈥� Schedule 13D/A (Amendment 36)

The amendment updates the equity position of reporting persons Semiramis Paliou, Tuscany Shipping Corp. and 4 Sweet Dreams S.A. Following an adjustment to the conversion prices of Series C and Series D preferred stock, their aggregate beneficial ownership fell to 6,091,134 common shares, or 44.45% of the 7,611,212 shares outstanding as of 18-Jul-25. The stake is held entirely through preferred stock that converts to common within 49 % ownership caps.

• Tuscany: 9,404 Series D shares 鈫� 3,982,551 common shares (34.35% of outstanding).
• 4 Sweet Dreams: 1,339 Series D + 3,640 Series C shares 鈫� 2,108,583 common shares (21.69%).
• Paliou controls both entities, so her indirect stake equals 44.45%; she holds no common shares directly.

Paliou is OceanPal鈥檚 Chair and may influence strategy, but reports the holdings are for investment purposes and may change with market conditions. A separate block of 1,200 Series E preferred shares鈥攅ach carrying up to 25,000 votes, capped at 15% of total votes鈥攔emains outstanding but is not yet convertible.

OceanPal Inc. (Nasdaq: OP) has filed Amendment No. 1 to its Form F-1 to support a firm-commitment public offering of 9,316,770 units, each comprising one common share (or, at the investor鈥檚 election, one pre-funded warrant) and one Class C warrant. The assumed public offering price is $1.61 per unit, matching the June 13 2025 Nasdaq closing price. Gross proceeds are expected to be roughly $15.0 million; net proceeds are estimated at $13.75 million (or $15.84 million if the 45-day overallotment is exercised in full). The company plans to use the cash for 鈥済eneral corporate purposes,鈥� including working capital and potential fleet expansion.

Capital structure impact: OceanPal currently has 7.5 million common shares outstanding. Immediately after the offering that figure will rise to 16.8 million shares (18.2 million if overallotment is exercised), excluding shares issuable from warrants. The Class C warrants are deeply dilutive: through price-reset and 鈥渮ero-cash鈥� exercise features they could ultimately convert into up to 139.8 million shares (160.7 million including overallotment) at no additional cash cost to investors. Management acknowledges it is 鈥渉ighly unlikely鈥� that holders will pay cash to exercise, meaning the company should not expect material warrant proceeds.

Security details: 鈥� Pre-funded warrants: $0.01 exercise price, perpetual term, 4.99%/9.99% beneficial-ownership cap. 鈥� Class C warrants: three-year life, initial strike 225 % of the offering price (~$3.62), but reset mechanisms on trading days 4 and 8 can slash the strike to as low as 50 % and 30 % of the prior-day closing price, respectively, with share quantities adjusted to keep the aggregate strike value unchanged. 鈥� A 90-day 鈥渮ero-cash鈥� option allows holders to receive twice the cash-exercise share amount without paying the strike price.

Nasdaq status: OceanPal fell out of bid-price compliance on April 17 2025 but regained compliance on June 30 2025 after ten consecutive trading days above $1.00.

Fleet overview: The company owns three vessels鈥攖wo Panamax dry-bulk carriers (149,916 dwt combined, average age 20.3 years) and one MR2 product tanker (49,999 dwt, age 16.3 years)鈥攁ll held through separate subsidiaries. A non-core vessel (M/V Protefs) was sold on June 12 2025 for $7.0 million.

Risk highlights: 鈥� Potential issuance of up to 160.7 million shares via warrants could cause severe dilution and threaten continued Nasdaq listing. 鈥� OceanPal operates a very small, elderly fleet in highly volatile dry-bulk and product-tanker markets, exposing it to rate swings, regulatory costs (e.g., IMO ballast-water rules) and heightened operating risk. 鈥� The company remains classified as an emerging growth company and a foreign private issuer, allowing reduced disclosure but limiting investor protections. 鈥� There is no trading market for the warrants, reducing liquidity for unit investors.

Key takeaways: The offering provides short-term liquidity and restores a cushion above Nasdaq鈥檚 minimum equity requirements, yet the warrant structure introduces extraordinary dilution risk. Investors should weigh the modest $13-16 million cash infusion against the prospect of a share count that could expand more than ten-fold.