OceanPal Inc. (NASDAQ: OP) (the “Company”), a global shipping
company specializing in the ownership of vessels, announced today
the pricing of an underwritten public offering consisting of
15,571,429 units at a price of US$0.77 per unit, each unit
consisting of one share of common stock (or one pre-funded warrant
in lieu of one share of common stock) and one Class A warrant to
purchase one share of common stock, which will immediately separate
upon issuance. In addition, certain selling stockholders affiliated
with the Company are selling 628,571 shares of common stock. Each
share of common stock sold by a selling stockholder will be sold
with one Class A warrant to purchase one share of common stock. The
gross proceeds of the offering to the Company, before underwriting
discounts and commissions and estimated offering expenses, are
expected to be approximately US$11,990,000. The Company intends to
use the net proceeds of the offering for general corporate
purposes, including for the potential future acquisition of
vessels. The Company will not receive any of the gross proceeds
from the sale of shares of common stock by the selling
shareholders.
Each Class A warrant is immediately exercisable
for one share of common stock at an exercise price of US$0.77 per
share and will expire five years from issuance. The offering is
expected to close on or about January 25, 2022, subject to
customary closing conditions.
Maxim Group LLC is acting as sole book-running
manager in connection with the offering.
The Company and the selling stockholders have
granted the underwriter a 45-day option to purchase up to an
aggregate of 2,430,000 additional shares of common stock, of which
1,148,577 may first be purchased from the selling stockholders and
1,281,423 may thereafter be purchased from the Company, and/or up
to 1,281,423 prefunded warrants and/or 2,430,000 Class A warrants,
at the public offering price less discounts and commissions.
The offering is being conducted pursuant to the
Company's registration statement on Form F-1 (File No. 333-262129)
previously filed with and subsequently declared effective by the
Securities and Exchange Commission ("SEC") on January 20, 2022 (the
“Registration Statement”). A final prospectus relating to the
offering will be filed with the SEC and will be available on the
SEC's website at http://www.sec.gov. Electronic copies of the
prospectus relating to this offering, when available, may be
obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New
York, NY 10022, at (212) 895-3745.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of, these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification of these securities under the
securities laws of any such state or jurisdiction.
About the Company
OceanPal Inc. is a global provider of shipping
transportation services through its ownership of vessels. The
Company’s vessels currently transport a range of dry bulk cargoes,
including such commodities as iron ore, coal, grain and other
materials along worldwide shipping routes and it is expected that
the Company’s vessels will be primarily employed on short term time
and voyage charters following the completion of their current
employments.
Forward Looking Statements
Matters discussed in this press release may
constitute forward-looking statements. The Private Securities
Litigation Reform Act of 1995 provides safe harbor protections for
forward-looking statements in order to encourage companies to
provide prospective information about their business.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements.
The Company desires to take advantage of the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995 and is including this cautionary statement in
connection with this safe harbor legislation. The words “believe,”
“anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,”
“potential,” “may,” “should,” “expect,” “pending” and similar
expressions identify forward-looking statements.
The forward-looking statements in this press
release are based upon various assumptions, many of which are
based, in turn, upon further assumptions, including without
limitation, Company management’s examination of historical
operating trends, data contained in the Company’s records and other
data available from third parties. Although the Company believes
that these assumptions were reasonable when made, because these
assumptions are inherently subject to significant uncertainties and
contingencies that are difficult or impossible to predict and are
beyond the Company’s control, the Company cannot assure you that it
will achieve or accomplish these expectations, beliefs or
projections.
In addition to these important factors, other
important factors that, in the Company’s view, could cause actual
results to differ materially from those discussed in the
forward-looking statements include the successful completion of the
offering to which this press release relates, the severity,
magnitude and duration of the COVID-19 pandemic, including impacts
of the pandemic and of businesses’ and governments’ responses to
the pandemic on our operations, personnel, and on the demand for
seaborne transportation of bulk products; the strength of world
economies and currencies, general market conditions, including
fluctuations in charter rates and vessel values, changes in demand
for dry bulk shipping capacity, changes in the Company’s operating
expenses, including bunker prices, drydocking and insurance costs,
the market for the Company’s vessels, availability of financing and
refinancing, changes in governmental rules and regulations or
actions taken by regulatory authorities, potential liability from
pending or future litigation, general domestic and international
political conditions, potential disruption of shipping routes due
to accidents or political events, vessel breakdowns and instances
of off-hires and other factors. Please see the Company’s filings
with the U.S. Securities and Exchange Commission for a more
complete discussion of these and other risks and uncertainties. The
Company undertakes no obligation to revise or update any
forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events
or otherwise.
Corporate Contact:
Ioannis Zafirakis
Director, President, Interim Chief Financial Officer
and Secretary
Telephone: +30-210-9485-360
Email: izafirakis@oceanpal.com
Website: www.oceanpal.com
Twitter: @OceanPal_Inc
Investor and Media Relations:
Edward Nebb
Comm-Counsellors, LLC
Telephone: + 1-203-972-8350
Email: enebb@optonline.net
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