FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2023
Commission File Number:  001-40930

OCEANPAL INC.
(Translation of registrant's name into English)
Pendelis 26, 175 64 Palaio Faliro, Athens, Greece
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [X]       Form 40-F [  ]









INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this Report on Form 6-K as Exhibit 99.1 is a press release dated December 6, 2023 of OceanPal Inc. (the "Company"), announcing the Company’s financial results for the third quarter and nine months ended September 30, 2023.
The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-269961 and 333-273073) that were filed with the U.S. Securities and Exchange Commission and became effective on April 18, 2023 and July 14, 2023, respectively.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
OCEANPAL INC.
 
(registrant)
   
   
 
Dated: December 6, 2023
   
 
By:
/s/ Vasiliki Plousaki
   
Vasiliki Plousaki
   
Chief Financial Officer





Exhibit 99.1


 
Corporate Contact:
 
Margarita Veniou
 
Chief Corporate Development & Governance Officer
and Secretary
 
Telephone: +30-210-9485-360
 
Email: mveniou@oceanpal.com
 
Website: www.oceanpal.com
 
Twitter: @OceanPal_Inc
For Immediate Release
 
 
Investor and Media Relations:
 
Edward Nebb
 
Comm-Counsellors, LLC
 
Telephone: + 1-203-972-8350
 
Email: enebb@optonline.net



OCEANPAL INC. REPORTS FINANCIAL RESULTS FOR THE THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2023


ATHENS, GREECE, December 6, 2023 – OceanPal Inc. (NASDAQ: OP) (the “Company”), a global shipping company specializing in the ownership of vessels, today reported a net loss of $3.4 million and a net loss attributed to common stockholders of $3.9 million for the third quarter of 2023. Time charter revenues for the same period were $3.9 million. This compares to net income of $1.1 million and net income attributed to common stockholders of $403 thousand for the third quarter of 2022. Time charter revenues for the same period were $5.1 million.

Net loss for the nine months ended September 30, 2023, amounted to $2.0 million and net loss attributed to common stockholders amounted to $3.9 million. Time charter revenues for the same period were $13.1 million. This compares to net income for the nine months ended September 30, 2022, of $2.2 million and net income attributed to common stockholders of $216 thousand. Time charter revenues for the same period were $13.4 million.


-1-

Fleet Employment Profile (As of December 4, 2023)

OceanPal Inc.’s fleet is employed as follows:

 
Vessel
Sister Ships*
Gross Rate (USD/Day)
Com**
Charterers
Delivery Date to Charterers***
Redelivery Date to Owners****
Notes
 
BUILT    DWT
 
3 Panamax Bulk Carriers
 
1
PROTEFS
A
$7,000
5.00%
REFINED SUCCESS LIMITED
30-May-23
29-Jul-23
 
 
2004    73,630
$3,000
5.00%
CHINALAND SHIPPING PTE. LTD.
01-Aug-23
 12-Sep-23
 
   
$10,500
5.00%
LOUIS DREYFUS COMPANY FREIGHT ASIA PTE LTD
12-Sep-23
10-Jan-24 – 25-Mar-24
 
2
CALIPSO
 A
$6,250
5.00%
ORIENTAL PAL SHIPPING PTE., LTD
07-Jun-23
14-Jul-23
 
 
2005    73,691
$6,300
5.00%

GUO LONG XIANG LIMITED
 
14-Jul-23
13-Aug-23
 
   
$6,000
5.00%
13-Aug-23
28-Sep-23
 
     
$11,000
5.00%
Oldendorff Carriers Denmark ApS
28-Sep-23
05-Nov-23
 
     
$10,250
5.00%
COFCO INTERNATIONAL FREIGHT(S) PTE. LTD.
05-Nov-23
03-Feb-2024
1
3
MELIA
 
$14,000
5.00%
LOUIS DREYFUS COMPANY FREIGHT ASIA PTE LTD
09-Apr-23
26-Aug-23
 
 
2005    76,225
 
$6,250
5.00%
ASL BULK SHIPPING LIMITED
26-Aug-23
09-Nov-23
 
     
$9,500
5.00%
FORTUNE OCEAN MARINE PTE. LTD.
09-Nov-23
12-Dec-23
2
 
2 Capesize Bulk Carriers
 
4
SALT LAKE CITY
 
$15,400
5.00%
PACBULK SHIPPING PTE. LTD.
24-Apr-23
 26-Jul-23
3
 
2005   171,810
 
$14,500
5.00%
FIVE OCEAN CORPORATION
26-Sep-23
09-Jan-24 – 8-Apr-24
 
5
BALTIMORE
 
$13,300
5.00%
Koch Shipping Pte. Ltd., Singapore
08-Feb-23
27-Sep-23
 
 
2005    177,243
 
$20,000
5.00%
Richland Bulk Pte. Ltd.
27-Sep-23
18-Nov-23
 
     
$13,500
18-Nov-23
15-Mar-24 – 20-May/24


*
Each dry bulk carrier is a "sister ship", or closely similar, to other dry bulk carriers that have the same letter.
**
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.

1 Redelivery date on an estimated time charter trip duration of 90 days.
2 Redelivery date on an estimated time charter trip duration of about 33 days.
Vessel on scheduled drydocking from July 26, 2023 to September 26, 2023.
-2-


Summary of Selected Financial & Other Data (unaudited)
             
 
 
Three months ended
September 30,
   
Nine months ended
September 30,
 
 
 
2023
   
2022
   
2023
   
2022
 
STATEMENT OF OPERATIONS DATA (in thousands of US Dollars)
             
Time charter revenues
 
$
3,866
   
$
5,115
   
$
13,149
   
$
13,361
 
Voyage expenses
   
27
     
192
     
1,303
     
789
 
Vessel operating expenses
   
3,833
     
1,710
     
8,869
     
4,646
 
Net (loss)/ income and comprehensive (loss)/income
   
(3,382
)
   
1,100
     
(2,035
)
   
2,162
 
Net (loss)/income attributed to common stockholders
   
(3,891
)
   
403
     
(3,865
)
   
216
 
FLEET DATA
                         
Average number of vessels
   
5.0
     
3.1
     
4.9
     
3.0
 
Number of vessels
   
5.0
     
4.0
     
5.0
     
4.0
 
Weighted average age of vessels
   
18.5
     
17.6
     
18.5
     
17.6
 
Ownership days
   
460
     
286
     
1,327
     
829
 
Available days
   
399
     
270
     
1,247
     
786
 
Operating days
   
393
     
230
     
1,232
     
728
 
Fleet utilization
   
98.5
%
   
85.2
%
   
98.8
%
   
92.6
%
AVERAGE DAILY RESULTS (in US Dollars)
                 
Time charter equivalent (TCE) rate (1)
 
$
9,622
   
$
18,233
   
$
9,500
   
$
15,995
 
Daily vessel operating expenses (2)
 
$
8,333
   
$
5,979
   
$
6,683
   
$
5,604
 


Non-GAAP Measures

(1)
Time charter equivalent rates, or TCE rates, are defined as our time charter 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 is a non-GAAP measure. TCE rate 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.

(2)
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.


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.
-3-

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 continuing impacts of the COVID-19 pandemic, 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, including risks associated with the continuing Russia-Ukraine conflict and related sanctions, potential disruption of shipping routes due to accidents or political events, including the escalation of the conflict in the Middle East, 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.

(See financial tables attached)

-4-


OCEANPAL INC.
                       
FINANCIAL TABLES 
                       
Expressed in thousands of U.S. Dollars, except share and per share data
                       
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) (unaudited)
 
   
Three months ended September 30,
   
Nine months ended September 30,
 
   
2023
   
2022
   
2023
   
2022
 
REVENUES:
                       
Time charter revenues
 
$
3,866
   
$
5,115
   
$
13,149
   
$
13,361
 
EXPENSES:
                               
Voyage expenses
   
27
     
192
     
1,303
     
789
 
Vessel operating expenses
   
3,833
     
1,710
     
8,869
     
4,646
 
Depreciation and amortization of deferred charges
   
1,726
     
1,171
     
5,768
     
3,195
 
General and administrative expenses
   
1,294
     
737
     
3,903
     
1,961
 
Management fees to related parties
   
315
     
209
     
921
     
620
 
Other operating loss/(income)
   
(5
)
   
(4
)
   
12
     
(12
)
Operating (loss)/income
 
$
(3,324
)
 
$
1,100
   
$
(7,627
)
 
$
2,162
 
Change in fair value of warrant liability
   
(113
)
   
-
     
6,222
     
-
 
Finance costs
   
(8
)
   
-
     
(909
)
   
-
 
Other expenses
   
(86
)
   
-
     
(86
)
   
-
 
Interest income
   
149
     
-
     
365
     
-
 
Net (loss)/income and comprehensive (loss)/income
 
$
(3,382
)
 
$
1,100
   
$
(2,035
)
 
$
2,162
 
Less: Deemed dividend upon redemption of Series D preferred stock
   
-
     
-
     
(154
)
   
-
 
Less: Dividends on series C preferred shares
   
(306
)
   
(240
)
   
(881
)
   
(711
)
Less: Dividends on series D preferred shares
   
(203
)
   
(117
)
   
(795
)
   
(117
)
Less: Dividends on class A warrants
   
-
     
(145
)
   
-
     
(1,013
)
Less: Undistributed earnings on class A warrants
   
-
     
(195
)
   
-
     
(105
)
Net (loss)/income attributed to common stockholders
 
$
(3,891
)
 
$
403
   
$
(3,865
)
 
$
216
 
(Loss)/Earnings per common share, basic*
 
$
(1.06
)
 
$
2.70
   
$
(1.81
)
 
$
1.59
 
(Loss)/Earnings per common share, diluted*
 
$
(1.06
)
 
$
1.50
   
$
(4.56
)
 
$
1.59
 
Weighted average number of common shares, basic*
   
3,659,412
     
149,145
     
2,136,647
     
135,428
 
Weighted average number of common shares,diluted*
   
3,662,049
     
268,320
     
2,212,231
     
135,428
 

* Financial information adjusted to give effect to the 1-for-10 and the 1-for-20 reverse stock splits that became effective on December 22, 2022, and June 8, 2023, respectively.

-5-


CONDENSED CONSOLIDATED BALANCE SHEET DATA
 
(in thousands of U.S. Dollars)
 
 
 
September 30,
2023
   
December 31,
  2022**
 
ASSETS
 
(unaudited)
       
 
           
Cash and cash equivalents
 
$
15,523
   
$
8,454
 
Other current assets
   
4,886
     
5,717
 
Vessels, net
   
72,672
     
63,672
 
Other non-current assets
   
4,125
     
1,175
 
Total assets
 
$
97,206
   
$
79,018
 
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY
               
 
               
Liabilities
 
$
4,892
   
$
2,459
 
Total stockholders' equity
   
92,314
     
76,559
 
Total liabilities and stockholders' equity
 
$
97,206
   
$
79,018
 

**The balance sheet data have been derived from the audited consolidated financial statements at that date.


OTHER FINANCIAL DATA (unaudited)
         
 
Three months ended
September 30,
   
Nine months ended
September 30,
 
 
2023
 
2022
   
2023
 
2022
 
Net cash provided by operating activities
 
$
130
   
$
449
     
$
685
   
$
2,823
 
Net cash used in investing activities
 
$
(1,648
)
 
$
(220
)
   
$
(5,746
)
 
$
(4,998
)
Net cash (used in)/provided by financing activities
 
$
(562
)
 
$
(954
)
   
$
12,130
   
$
10,766
 




-6-

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