6-K - SVRN - Equibles

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<br><br> <br>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.

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Fleet Employment Profile (As of December 4, 2023)

OceanPal Inc.’s fleet is employed as follows:

	Vessel	Sister Ships*	Gross Rate (/Day)	Charterers	Delivery Date to Charterers***	Redelivery Date to Owners****	Notes
	BUILT DWT
	3 Panamax Bulk Carriers
1	PROTEFS	A	7,000	REFINED SUCCESS LIMITED	30-May-23	29-Jul-23
	2004 73,630		3,000	CHINALAND SHIPPING PTE. LTD.	01-Aug-23	12-Sep-23
			10,500	LOUIS DREYFUS COMPANY FREIGHT ASIA PTE LTD	12-Sep-23	10-Jan-24 – 25-Mar-24
2	CALIPSO	A	6,250	ORIENTAL PAL SHIPPING PTE., LTD	07-Jun-23	14-Jul-23
	2005 73,691		6,300	GUO LONG XIANG LIMITED	14-Jul-23	13-Aug-23
			6,000		13-Aug-23	28-Sep-23
			11,000	Oldendorff Carriers Denmark ApS	28-Sep-23	05-Nov-23
			10,250	COFCO INTERNATIONAL FREIGHT(S) PTE. LTD.	05-Nov-23	03-Feb-2024	1
3	MELIA		14,000	LOUIS DREYFUS COMPANY FREIGHT ASIA PTE LTD	09-Apr-23	26-Aug-23
	2005 76,225		6,250	ASL BULK SHIPPING LIMITED	26-Aug-23	09-Nov-23
			9,500	FORTUNE OCEAN MARINE PTE. LTD.	09-Nov-23	12-Dec-23	2
	2 Capesize Bulk Carriers
4	SALT LAKE CITY		15,400	PACBULK SHIPPING PTE. LTD.	24-Apr-23	26-Jul-23	3
	2005 171,810		14,500	FIVE OCEAN CORPORATION	26-Sep-23	09-Jan-24 – 8-Apr-24
5	BALTIMORE		13,300	Koch Shipping Pte. Ltd., Singapore	08-Feb-23	27-Sep-23
	2005 177,243		20,000	Richland Bulk Pte. Ltd.	27-Sep-23	18-Nov-23
			13,500		18-Nov-23	15-Mar-24 – 20-May/24

All values are in US Dollars.

*	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.
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***	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.
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****	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<br> particular charterparty.
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^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.

^3^Vessel on scheduled drydocking from July 26, 2023 to September 26, 2023.

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Summary of Selected Financial & Other Data (unaudited)
	Three months ended<br><br> <br>September 30,						Nine months ended<br><br> <br>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,<br> 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<br> 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<br> 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,<br> tonnage taxes and other miscellaneous expenses, are calculated by dividing vessel operating expenses by ownership days for the relevant period.
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^(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,<br> 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<br> 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<br> 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,<br> tonnage taxes and other miscellaneous expenses, are calculated by dividing vessel operating expenses by ownership days for the relevant period.

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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.

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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)

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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.

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CONDENSED CONSOLIDATED BALANCE SHEET DATA
(in thousands of U.S. Dollars)
	September 30,<br><br> <br>2023		December 31,<br><br> <br>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<br><br> <br>September 30,								Nine months ended<br><br> <br>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

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