6-K

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 August 2025

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 3.1 is a copy of the Articles of Amendment to the Amended and Restated Articles of Incorporation of OceanPal Inc. (the “Company”), filed with the Registrar of Corporations of the Republic of the Marshall Islands on August 22, 2025, to effect the Company’s recent reverse stock split.

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.

Exhibit 3.1

ARTICLES OF AMENDMENT OF

  AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

  OCEANPAL INC.

  UNDER SECTION 90 OF THE BUSINESS CORPORATIONS ACT

The undersigned, Robert Perri, Chief Executive Officer of OceanPal Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands, for the purpose of amending the Amended and Restated Articles of Incorporation of said Corporation hereby certify:

(c) Effective with the commencement of business on August 25, 2025, the Corporation has effected a one-for-twenty-five reverse stock split as to its issued shares of common stock, par value $0.01 per share, pursuant to which the number of issued shares of common stock shall decrease from 167,402,561 to 6,696,102 shares, as adjusted for the cancellation of fractional shares and which may be further adjusted for the cancellation of fractional shares. The reverse stock split shall not change the par value of the common stock. The stated capital of the Corporation is hereby reduced from $1,674,025.61 to $66,961.02, as adjusted for the cancellation of the fractional shares and which may be further adjusted for the cancellation of fractional shares.

IN WITNESS WHEREOF, the undersigned has executed these Articles Amendment on this 22^nd^ day of August 2025.