Oceanpal Inc SEC Filings

OceanPal Inc. reports that its wholly owned subsidiary, SovereignAI Services LLC, held approximately 53.9 million NEAR tokens as of November 13, 2025, valued at about $133 million and representing around 4.2% of the total NEAR token supply. Since its inception on October 28, 2025, this digital asset treasury position has achieved an estimated 5.3% gross annual percentage yield before fees. The company also announces that its Nasdaq Capital Market trading symbol changed from “OP” to “SVRN”, with the new ticker effective November 17, 2025.

OceanPal Inc. appointed David L. Schwed as Chief Operating Officer, effective October 31, 2025. The 6-K notes that this report is incorporated by reference into the company’s effective shelf registration statements on Form F-3 (File Nos. 333-269961 and 333-273073).

Schwed is a cybersecurity and information technology executive with experience leading large-scale programs and teams. He previously served as Chief Information Security Officer, Brokerage & Money at Robinhood, Global Head of Digital Assets Technology at BNY, and CISO at Galaxy. He founded and led a telecommunications network management company that was later acquired by Windstream Holdings in 2018. He holds a Juris Doctor, magna cum laude, from Hofstra University School of Law.

OceanPal Inc. established an at-the-market equity program, allowing it to sell common shares from time to time for up to $250,000,000, subject to the limitations set forth in General Instruction I.B.5 of Form F-3, which limits sales to an aggregate sales price of up to $20,127,131 based on the $2.20 closing price on Nasdaq as of October 27, 2025.

Clear Street LLC and Cohen & Company Capital Markets will act as co-sales agents under a Sales Agreement, with commissions of up to 3.00% of aggregate gross proceeds. Sales may occur as “at the market offerings,” negotiated transactions, or block trades, and neither the company nor the agents are obligated to sell any shares; the offering may be suspended or terminated upon notice. OceanPal filed a prospectus supplement on October 29, 2025 under its effective Form F-3 shelf, and agreed to reimburse up to $75,000 of agents’ legal expenses, plus certain ongoing legal costs.

OceanPal Inc. launched an at-the-market (ATM) offering of up to $20,127,131 of common stock under a Sales Agreement with Clear Street LLC and Cohen & Company Capital Markets. The Sales Agents will use commercially reasonable efforts to sell shares from time to time, and will earn up to 3.0% of gross proceeds. Shares may also be sold to the Sales Agents as principals under separately agreed terms.

The company plans to use net proceeds primarily to acquire NEAR tokens, and also for working capital, repurchases of common stock, general corporate purposes and operating expenses, including potential acquisitions or investments. As of October 28, 2025, OceanPal had 31,121,477 shares outstanding; the company illustrates 42,689,164 shares outstanding after the full ATM at an assumed price of $1.74 per share. OceanPal’s public float was approximately $60,381,394 based on the SEC’s calculation method, making the ATM size consistent with the Form F-3 “baby shelf” one‑third limit.

OceanPal Inc. announced that Ernst & Young (Hellas) Certified Auditors Accountants S.A. resigned as its independent registered public accounting firm, effective October 28, 2025. EY’s audit reports for the years ended December 31, 2024 and 2023 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

The company states there were no disagreements with EY and no reportable events during those periods through the date of resignation. EY’s confirmation letter is furnished as Exhibit 16.1. Upon audit committee approval, OceanPal expects to engage a new independent auditor and will announce the engagement when it occurs. The report is intended to satisfy Item 16F(a) reporting for the year ending December 31, 2025 and is incorporated by reference into the company’s effective Form F-3 registration statements (File Nos. 333-269961 and 333-273073).

OceanPal Inc. (OP) completed a private PIPE financing, raising approximately $122.5 million in gross proceeds. The transaction combined a cash offering of 10,759,994 common shares at $1.275 per share with a cryptocurrency offering of 10,136,033 common shares at $1.275 and pre‑funded warrants exercisable for 75,210,318 shares at a $0.01 exercise price.

The company plans to use net proceeds to acquire the native token of the NEAR Protocol, establish NEAR treasury operations, and for working capital and general corporate purposes. Under lock‑ups, purchasers agreed not to sell until the resale registration is effective, and for 50% of their holdings, for 30 days thereafter. OceanPal agreed to file a resale registration within 30 days of closing.

Governance actions accompanied the financing: the board limited Series B voting power to 9.99% and removed conversion rights from Series E. Holders of Series B and E sold their preferred shares to certain cryptocurrency purchasers and incoming management; insiders and prior preferred holders will receive 3,529,411 new common shares and about $10.5 million in cash from cash‑offering proceeds. Salvatore Ternullo was appointed Chairperson and Co‑CEO, succeeding Semiramis Paliou, who resigned.

Amendment No. 21 to a Schedule 13D reports that the Reporting Persons, Abra Marinvest Inc. and its owner Ioannis Zafirakis, may be deemed to beneficially own 3,335,908 common shares of OceanPal Inc., representing 33.25% of 6,696,039 outstanding Shares. The filing states this percentage changed because the conversion price for the Issuer's Series C and Series D convertible preferred shares was adjusted. Abra holds 3,104 Series D shares convertible into 2,398,022 common Shares (23.90%) and 1,214 Series C shares convertible into 937,886 common Shares (9.35%). Zafirakis controls Abra, serves on OceanPal's board and executive committee, and the disclosed preferred issuances relate to vessel purchase transactions described in the filing.

Eleftherios Papatrifon amended his Schedule 13D to report a change in his convertible holdings in OceanPal Inc. driven by an adjustment to the conversion price of the Issuer's Series C and Series D preferred stock. As of September 30, 2025 the company had 6,696,039 common shares outstanding and the Reporting Person reports beneficial ownership of 1,644,777 common shares, representing 19.72% of the class. Mr. Papatrifon holds 915 Series D preferred shares convertible into 706,891 common shares (8.48%) and 1,214 Series C preferred shares convertible into 937,886 common shares (11.24%). He is a member of the Board and Executive Committee and states his holdings are for investment purposes; conversion rights are subject to ownership restrictions that cap conversions to avoid exceeding 49% ownership.