424B5 1 ny20057695x1_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-273073

PROSPECTUS SUPPLEMENT

(To Prospectus dated July 14, 2023)

OceanPal Inc.

Up to $20,127,131 of Common Stock

We have entered into a Sales Agreement, dated October 29, 2025 (the “Sales Agreement”), with Clear Street LLC (“Clear Street”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen,” and together with Clear Street, the “Sales Agents”), relating to shares of our common stock, par value $0.01 per share (the “common stock”), offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having a maximum aggregate offering price of up to $20,127,131 from time to time through the Sales Agents.

Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “OP.” On October 28, 2025, the last reported sale price of our common stock on Nasdaq was $1.74 per share.

Sales of shares of our common stock, if any, made through the Sales Agents, or directly to the Sales Agents, as principals, as contemplated in this prospectus supplement and the accompanying prospectus, may be made in negotiated transactions or transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, (the “Securities Act”). The Sales Agents are not required to sell any specific amount of shares of common stock, but will act as our sales agent using commercially reasonable efforts consistent with their normal trading and sales practices and applicable law and regulations, on mutually agreed terms between the Sales Agents and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to the Sales Agents for sales of common stock sold pursuant to the Sales Agreement will be in an amount up to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of the common stock on our behalf, the Sales Agents may be deemed to be “underwriters” within the meaning of the Securities Act, and the compensation of the Sales Agents may be deemed to be underwriting commissions or discounts. See “Plan of Distribution” beginning on page S-18 for additional information regarding the compensation to be paid to the Sales Agents. We have also agreed to provide indemnification and contribution to the Sales Agents with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, (the “Exchange Act”).

As of the date of this prospectus supplement, the aggregate market value of our common stock held by our non-affiliates (“public float”), as calculated pursuant to the rules of the Securities and Exchange Commission (the “SEC”), was approximately $60,381,394, based upon 27,446,088 shares of our outstanding common stock held by non-affiliates at the per share price of $2.20, the closing sale price of our common stock on Nasdaq on October 27, 2025, which was the highest reported closing sale price of our common stock on Nasdaq in the 60 days prior to the date hereof. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities registered on the registration statement of which this prospectus is a part in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0 million. As of the date hereof, we have offered approximately $0 in securities pursuant to General Instruction I.B.5 of Form F-3 during the 12 calendar months prior to and including the date of this prospectus. We are thus currently eligible to offer and sell up to an aggregate of $20,127,131 of our common stock pursuant to General Instruction I.B.5 of Form F-3.

Under the terms of the Sales Agreement, we also may sell our common stock to one or both of the Sales Agents, as principals for their own accounts, at a price agreed upon at the time of sale. If we sell our common stock to one or both of the Sales Agents, as principals, we will enter into a separate agreement with the applicable Sales Agent(s), setting forth the terms of such transaction, and we will describe the agreement in a separate prospectus supplement or pricing supplement.

Investing in our common stock involves a high degree of risk. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein before you make your investment decision. See “Risk Factors” beginning on page S-8 of this prospectus supplement and page 7 of the accompanying prospectus, and under similar headings in the other documents incorporated by reference herein, to read about risks that you should consider before making a decision to purchase shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.


Clear Street			Cohen

The date of this prospectus supplement is October 29, 2025.


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-1
PROSPECTUS SUPPLEMENT SUMMARY			S-2
THE OFFERING			S-7
RISK FACTORS			S-8
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION			S-15
USE OF PROCEEDS			S-16
DIVIDEND POLICY			S-17
PLAN OF DISTRIBUTION			S-18
LEGAL MATTERS			S-20
EXPERTS			S-20
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			S-21


			Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			1
PROSPECTUS SUMMARY			3
RISK FACTORS			7
USE OF PROCEEDS			8
CAPITALIZATION			9
DILUTION			10
PLAN OF DISTRIBUTION			11
TAX CONSIDERATIONS			13
DESCRIPTION OF CAPITAL STOCK			14
DESCRIPTION OF DEBT SECURITIES			20
DESCRIPTION OF WARRANTS			26
DESCRIPTION OF PURCHASE CONTRACTS			27
DESCRIPTION OF RIGHTS			28
DESCRIPTION OF UNITS			29
ENFORCEABILITY OF CIVIL LIABILITIES			30
EXPENSES			31
LEGAL MATTERS			32
EXPERTS			32
WHERE YOU CAN FIND ADDITIONAL INFORMATION			32


Commission Registration Fee			$27,550
FINRA Filing Fee			*
Nasdaq Listing Fee			*
Legal Fees and Expenses			*
Accounting Fees and Expenses			*
Printing and Engraving Expenses			*
Transfer Agent and Registrar Fees and Expenses			*
Indenture Trustee Fees and Expenses			*
Blue Sky Fees and Expenses			*
Miscellaneous			*
Total			*

SEC Form 424B5 filed by OceanPal Inc.