Welcome to our dedicated page for Oceanpal SEC filings (Ticker: OP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for OceanPal Inc. (historically Nasdaq: OP) provides access to the company’s regulatory disclosures as a foreign private issuer. OceanPal files its annual information on Form 20-F and furnishes interim and event-driven updates on Form 6-K. These filings cover topics such as financial condition and results of operations, capital markets transactions, auditor changes, reverse stock splits, ticker symbol changes, and equity compensation awards.
For investors analyzing OceanPal’s shipping activities, Form 6-K submissions include management’s discussion and analysis, unaudited interim consolidated financial statements, and detailed fleet data. The company reports time charter revenues, voyage expenses, vessel operating expenses, and non-GAAP measures like time charter equivalent (TCE) rates and daily vessel operating expenses, along with ownership days, available days, operating days, and fleet utilization. These disclosures help readers understand how OceanPal’s dry bulk and tanker fleet performs under time charter and spot employment.
OceanPal’s filings also document capital raising and structural actions. In 2025, the company filed reports describing an upsized public offering of units under an effective Form F-1 registration statement, a large private investment in public equity (PIPE) transaction involving common shares and pre-funded warrants, and the establishment of an at-the-market offering program under a Sales Agreement with co-sales agents. Additional 6-Ks outline a one-for-twenty-five reverse stock split implemented through Articles of Amendment in the Republic of the Marshall Islands and confirm that the company regained compliance with Nasdaq’s minimum bid price requirement.
Another area of focus in OceanPal’s SEC disclosures is its digital asset treasury and governance. Filings describe the formation of SovereignAI Services LLC to implement a NEAR token treasury strategy, the use of PIPE proceeds to acquire NEAR tokens, and subsequent reports on SovereignAI’s NEAR holdings and yield. Other 6-Ks record changes in auditors, amendments to preferred share designations, an amended and restated stockholders rights agreement, and appointments and resignations of directors and senior executives. Stock Titan’s platform can pair these filings with AI-powered summaries to highlight key terms, structural changes, and treasury developments, helping readers navigate complex documents such as registration statements, stockholders rights agreements, and equity award arrangements.
OceanPal Inc. (Nasdaq: OP) has filed Amendment No. 1 to its Form F-1 to support a firm-commitment public offering of 9,316,770 units, each comprising one common share (or, at the investor’s election, one pre-funded warrant) and one Class C warrant. The assumed public offering price is $1.61 per unit, matching the June 13 2025 Nasdaq closing price. Gross proceeds are expected to be roughly $15.0 million; net proceeds are estimated at $13.75 million (or $15.84 million if the 45-day overallotment is exercised in full). The company plans to use the cash for “general corporate purposes,” including working capital and potential fleet expansion.
Capital structure impact: OceanPal currently has 7.5 million common shares outstanding. Immediately after the offering that figure will rise to 16.8 million shares (18.2 million if overallotment is exercised), excluding shares issuable from warrants. The Class C warrants are deeply dilutive: through price-reset and “zero-cash” exercise features they could ultimately convert into up to 139.8 million shares (160.7 million including overallotment) at no additional cash cost to investors. Management acknowledges it is “highly unlikely” that holders will pay cash to exercise, meaning the company should not expect material warrant proceeds.
Security details: • Pre-funded warrants: $0.01 exercise price, perpetual term, 4.99%/9.99% beneficial-ownership cap. • Class C warrants: three-year life, initial strike 225 % of the offering price (~$3.62), but reset mechanisms on trading days 4 and 8 can slash the strike to as low as 50 % and 30 % of the prior-day closing price, respectively, with share quantities adjusted to keep the aggregate strike value unchanged. • A 90-day “zero-cash” option allows holders to receive twice the cash-exercise share amount without paying the strike price.
Nasdaq status: OceanPal fell out of bid-price compliance on April 17 2025 but regained compliance on June 30 2025 after ten consecutive trading days above $1.00.
Fleet overview: The company owns three vessels—two Panamax dry-bulk carriers (149,916 dwt combined, average age 20.3 years) and one MR2 product tanker (49,999 dwt, age 16.3 years)—all held through separate subsidiaries. A non-core vessel (M/V Protefs) was sold on June 12 2025 for $7.0 million.
Risk highlights: • Potential issuance of up to 160.7 million shares via warrants could cause severe dilution and threaten continued Nasdaq listing. • OceanPal operates a very small, elderly fleet in highly volatile dry-bulk and product-tanker markets, exposing it to rate swings, regulatory costs (e.g., IMO ballast-water rules) and heightened operating risk. • The company remains classified as an emerging growth company and a foreign private issuer, allowing reduced disclosure but limiting investor protections. • There is no trading market for the warrants, reducing liquidity for unit investors.
Key takeaways: The offering provides short-term liquidity and restores a cushion above Nasdaq’s minimum equity requirements, yet the warrant structure introduces extraordinary dilution risk. Investors should weigh the modest $13-16 million cash infusion against the prospect of a share count that could expand more than ten-fold.
OceanPal Inc. (Nasdaq: OP) has filed a Form F-1 for a firm-commitment public offering of 9,316,770 Units, each comprised of one Common Share (or one Pre-Funded Warrant) and one Class C Warrant. The assumed public offering price is $1.61 per Unit, based on the June 13, 2025 Nasdaq close. Class C Warrants carry an initial exercise price equal to 225% of the final offering price (≈ $3.6225 at the assumed price) and are subject to two automatic downward resets on the 4th and 8th trading days after issuance. These resets can lower the exercise price to as little as 50% and 30%, respectively, of the pre-pricing closing price while proportionally increasing the number of shares issuable so that the aggregate exercise value remains constant.
Holders may elect a zero-cash exercise during the first 90 days, potentially doubling share delivery without additional consideration. At the assumed pricing, a single Warrant could become exercisable for up to 15 Common Shares after both resets under the zero-cash option. Consequently, the filing registers up to 139,751,550 Common Shares underlying Warrants (or 160,714,275 including over-allotment Warrants), indicating substantial potential dilution. The company cautions it is "highly unlikely" to receive cash proceeds from Warrant exercises.
The Pre-Funded Warrants, priced $0.01 below the Unit price and exercisable at $0.01 per share, provide an alternative for purchasers seeking to cap post-offering ownership at 4.99% (optionally 9.99%). OceanPal qualifies as an Emerging Growth Company and intends to utilize reduced disclosure requirements. The Warrants and Pre-Funded Warrants will not be listed on any exchange, limiting liquidity. No other financial results or use-of-proceeds details are provided in this preliminary prospectus.
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