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 February 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 February 10, 2023 of OceanPal Inc. (the "Company"), announcing the closing of its public offering of 15,000,000 units with each unit consisting of one common share (or one pre-funded warrant in lieu of one common share) and one Class B warrant to purchase one common share (the “Offering”). The Company, concurrently with the Offering, conducted a private placement with the placement agent for additional unregistered warrants to purchase 15,000,000 common shares.

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: February 13, 2023
	By:	/s/ Ioannis Zafirakis
		Ioannis Zafirakis
		Director, President, Interim Chief Financial Officer and Secretary

Exhibit 99.1

	Corporate Contact:
	Margarita Veniou
	Chief Corporate Development & Governance Officer
	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. ANNOUNCES CLOSING OF APPROXIMATELY US$15.2 MILLION PUBLIC OFFERING

ATHENS, GREECE, February 10, 2023 – OceanPal Inc. (NASDAQ: OP) (the “Company”), a global shipping company specializing in the ownership of vessels, announced today the closing of its public offering of 15,000,000 units with each unit consisting of one common share (or one pre-funded warrant in lieu of one common share) and one Class B warrant to purchase one common share (the “Offering”). The Company, concurrently with the Offering, conducted a private placement with the placement agent for additional unregistered warrants to purchase 15,000,000 common shares. The Class B warrants and the privately placed warrants have an exercise price of US$1.01 per common share, were exercisable immediately, and expire five years after the issuance date. Alternatively, each privately placed warrant is exercisable for 0.75 common shares under the cashless exercise provision included in the privately placed warrants rather than one common share under the cash exercise provision. The Company received gross proceeds of approximately US$15.15 million from the Offering, before deducting placement agent fees and commissions and other estimated Offering expenses. The Company intends to use the net proceeds of the Offering for general corporate purposes, including for the potential future acquisition of vessels.

Maxim Group LLC acted as the sole placement agent in connection with the Offering.

The Offering was conducted pursuant to the Company's registration statement on Form F-1 (File No. 333-264167) previously filed with and subsequently declared effective by the Securities and Exchange Commission ("SEC") on February 8, 2023 (the "Registration Statement"). A final prospectus relating to the Offering has been filed with the SEC and is available on the SEC's website at http://www.sec.gov. Electronic copies of the prospectus relating to this Offering may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, at (212) 895-3745.

The privately placed warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and, along with the common shares underlying the privately placed warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the privately placed warrants and underlying common shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of these securities under the securities laws of any such state or jurisdiction.

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.

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 severity, magnitude and duration of the COVID-19 pandemic, including impacts of the pandemic and of businesses’ and governments’ responses to the pandemic on our operations, personnel, and on the demand for seaborne transportation of bulk products; 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 conflict between Russia and Ukraine and related sanctions, potential disruption of shipping routes due to accidents or political events, 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.