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 2026
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 August 3, 2026 of OceanPal Inc. (the "Company"), announcing its exit from the shipping business and
retirement of all shares of its 8.0% Series C Cumulative Convertible Perpetual Preferred Stock.
The information contained in this Report on Form 6-K,
excluding commentary from Salvatore Ternullo, Co-CEO and Chairperson of the Company, 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, July 14, 2023, and December 10, 2025, 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.
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OCEANPAL INC. |
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(registrant) |
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| Dated: August 3, 2026 |
By: |
/s/ Salvatore Ternullo |
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Salvatore Ternullo |
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Co-Chief Executive Officer |
OceanPal Exits Shipping, Retiring All Series C Preferred Stock and Eliminating
All Outstanding Debt
News provided by
OceanPal Inc.
Aug 03, 2026, 16:15 ET
The
sale of the Company's vessel-owning holding company was settled entirely in OceanPal securities and debt—no cash changed hands,
no common stock was issued, and no NEAR was sold.
ATHENS, Greece and NEW YORK, Aug. 3, 2026 /PRNewswire/
-- OceanPal Inc. ("OceanPal" or the "Company", NASDAQ: SVRN) today announced
that on July 31, 2026 it completed the sale of 100% of the membership interests in OP Vessel Holdco LLC, the subsidiary that held the
Company's remaining vessels through wholly owned vessel-owning subsidiaries, to Sezali Inc. The consideration of the transaction consisted
of all 12,185 outstanding shares of the Company's 8.0% Series C Cumulative Convertible Perpetual Preferred Stock (the "Series C Preferred
Stock"), which were cancelled, and the cancellation of the Company's $5.0 million of outstanding promissory notes.
Key Highlights:
- Shipping exit complete. The Company sold the holding entity
rather than the vessels individually and retains no ownership interest in, and no operating obligations with respect to, OP Vessel Holdco
LLC, its subsidiaries or the m/v Calipso, m/v Melia and m/t Zeze Start and its interest in the joint venture RFSea Infrastructure II AS.
SovereignAI Services LLC is now the Company's sole operating business.
- Series C Preferred Stock retired in full. The transaction
eliminates 12,185 Series C Preferred shares which were convertible in common shares and had a 8.0% cumulative dividend. All accrued dividends
on the Series C Preferred Stock were paid in full as of July 2026.
- A clean capital structure. OceanPal's only outstanding
Preferred Stock with economic rights are 412 shares of 7.0% Series D Cumulative Convertible Perpetual Preferred Stock following the December
2025 tender offer.
- No debt for borrowed money at any level. Cancellation of
the $5.0 million of promissory notes leaves OceanPal and each of its subsidiaries, including SovereignAI Services LLC, with no outstanding
debt for borrowed money.
The Company completed the vessel disposition transaction with Sezali
Inc. on July 31, 2026. Because Sezali Inc. is affiliated with the Company's former Chairperson and certain directors were Series C holders,
the transaction was approved by the independent disinterested members of the Board of Directors.
The Series C Preferred Stock had been the Company's most structurally
significant instrument—senior in liquidation, accruing a cumulative dividend whether or not declared, and convertible at a price
referenced to the trading price of the common stock rather than at a fixed ratio. Its retirement, together with the elimination of the
Company's only debt for borrowed money and the disposition of its last operating assets outside the digital asset treasury, leaves common
stockholders with strong alignment with and clear exposure to the digital asset's business.
"A capital structure is the first thing a serious
investor considers, and now ours is very simple: common stock, minimal preferred shares, no debt, no ships, and a treasury of NEAR. We
removed the last operating business outside of the NEAR digital asset treasury and the last dollar of debt in one transaction—without
issuing a share of common stock, or touching our treasury."
— Sal Ternullo, Co-CEO and Chairperson of OceanPal Inc.
About OceanPal Inc.
OceanPal Inc. (NASDAQ: SVRN)
is a publicly traded company focused on the commercialization of the NEAR Protocol blockchain and the development of infrastructure for
secure, autonomous AI. Through its wholly owned subsidiary SovereignAI Services LLC, the Company operates the first publicly traded NEAR
Protocol treasury, accumulating NEAR tokens, generating yield through institutional staking, and offering investors regulated public
market exposure to the NEAR ecosystem. OceanPal is focused on compounding long-term shareholder value through disciplined capital allocation.
For more information, visit www.oceanpal.com.
About SVRN
SVRN, a wholly-owned subsidiary of OceanPal, fuels
the growth of AI infrastructure that enables agents to act autonomously and securely. SVRN actively manages a treasury of NEAR—the
network powering this infrastructure—generating returns that fund universal liquidity and AI privacy technologies. SVRN bridges
these innovations to the enterprise, driving commercial adoption so businesses can deploy AI solutions that protect sensitive data and
execute complex actions across any network. For more information, visit www.svrn.net.
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. Forward-looking statements may be identified by the use of words such as "expect,"
"intend," "plan," "anticipate," "believe," "will," and similar expressions.
These statements include, but are not limited to, statements regarding
the effect of the transaction on the Company's capital structure and on the claim of its common stockholders on the Company's net assets;
the absence of continuing liabilities, obligations or exposures relating to OP Vessel Holdco LLC, its subsidiaries or the vessels; the
Company's capital allocation priorities, including the accumulation of NEAR and its intention to repurchase shares of its common stock
at or below 0.8x mNAV; and the expected financial statement presentation and accounting treatment of the transaction.
These forward-looking statements are based on current
expectations, estimates, assumptions, and projections and involve known and unknown risks, uncertainties, and other factors—many
of which are beyond OceanPal's and SVRN's control—that may cause actual results, performance, or achievements to differ materially
from those expressed or implied by such statements. Important factors that may affect actual results include, among others, the risk
that changes in the Company's capital structure and governance could have adverse effects on the market value of its securities; the
risk that the market price of the Company's common stock may be highly correlated to the price of the digital assets it holds; the risk
that the Company retains obligations, indemnification exposure or contingent liabilities in connection with the transaction; the risk
that the accounting treatment or measurement of the transaction differs from the Company's current expectations; the Company's ability
to complete the filing of its Annual Report on Form 20-F for the fiscal year ended December 31, 2025 and to regain compliance with Nasdaq
Listing Rule 5250(c)(1); SVRN's ability to execute its growth strategy; its ability to raise and deploy capital effectively; developments
in technology and the competitive landscape; the market performance of NEAR; changes in governmental rules and regulations or actions
taken by regulatory authorities with respect to digital asset activities; general domestic and international political conditions and
related sanctions; and other risks and uncertainties described under "Risk Factors" in OceanPal's Annual Report on Form 20-F
filed with the SEC on April 15, 2025, and in subsequent filings with the SEC, available at www.sec.gov.
OceanPal and SVRN undertake no obligation to update or revise any forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by applicable law.
SOURCE OceanPal Inc.
