|
Republic of The Marshall Islands
(State or other jurisdiction of
incorporation or organization) |
| |
4412
(Primary Standard Industrial
Classification Code Number) |
| |
N/A
(I.R.S. Employer
Identification No.) |
|
|
OceanPal Inc.
c/o Steamship Shipbroking Enterprises Inc. Pendelis 26, 175 64 Palaio Faliro, Athens, Greece + 30-210-9485-360
(Address and telephone number of
Registrant’s principal executive offices) |
| | | | |
Seward & Kissel LLP Attention: Edward S. Horton, Esq. One Battery Park Plaza New York, New York 10004 (212) 574-1265
(Name, address and telephone
number of agent for service) |
|
|
Edward S. Horton, Esq. Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 (212) 574-1265 (telephone number) (212) 480-8421 (facsimile number) |
| |
Barry I. Grossman, Esq.
Sarah Williams, Esq. Matthew Bernstein, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 (212) 370-1300 (telephone number) (212) 370-7889 (facsimile number) |
|
| | |
Page
|
| |||
| | | | ii | | | |
| | | | 1 | | | |
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| | | | 9 | | | |
| | | | 37 | | | |
| | | | 39 | | | |
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| | | | 41 | | | |
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| | | | 44 | | | |
| | | | 46 | | | |
| | | | 61 | | | |
| | | | 78 | | | |
| | | | 83 | | | |
| | | | 84 | | | |
| | | | 91 | | | |
| | | | 101 | | | |
| | | | 104 | | | |
| | | | 105 | | | |
| | | | 105 | | | |
| | | | 105 | | | |
| | | | 105 | | | |
| | | | F-1 | | | |
| | | | F-1 | | | |
| | | | F-1 | | | |
| | | | F-1 | | |
Vessel
BUILT / DWT |
| |
Sister
Ships* |
| |
Gross Rate
(USD Per Day) |
| |
Com**
|
| |
Charterers
|
| |
Delivery Date
to Charterers*** |
| |
Redelivery Date to
Owners**** |
| |
Notes
|
| ||||||||||||
Protefs
|
| | | | A | | | | | $ | 16,250 | | | | | | 5.00% | | | |
Louis Dreyfus
Company Suisse S.A. |
| |
23-Sep-22
|
| |
24-Nov-22
|
| | | | 1 | | |
| | | | | | | | | | $ | 12,000 | | | | | | 5.00% | | | |
Ssangyong C&E Co., Ltd
|
| |
25-Nov-22
|
| |
18-Dec-22
|
| | | | | | |
2004 / 73,630 dwt | | | | | | | | | | $ | 7,000 | | | | | | 5.00% | | | |
GUO LONG
XIANG LIMITED |
| |
18-Dec-22
|
| |
07-Jan-23 –
12-Jan-23 |
| | | | 2 | | |
Calipso 2005 / | | | | | A | | | | | $ | 19,600 | | | | | | 5.00% | | | |
ETG Commodities Ltd.
|
| |
2-Jul-22
|
| |
03-Nov-22
|
| | | | | | |
73,691 dwt | | | | | | | | | | $ | 15,250 | | | | | | 5.00% | | | |
Al Ghurair Resources
International LLC |
| |
03-Nov-22
|
| |
22-Jan-23
|
| | | | 3 | | |
Salt Lake City
|
| | | | | | | | | $ | 29,750 | | | | | | 5.00% | | | |
Koch Shipping Pte. Ltd
|
| |
9-Jun-22
|
| |
14-Oct-22
|
| | | | | | |
| | | | | | | | | | $ | 13,000 | | | | | | 5.00% | | | |
Hyundai Glovis Co., Ltd
|
| |
14-Oct-22
|
| |
20-Nov-22
|
| | |||||
| | | | | | | | | | $ | 8,000 | | | | | | 5.00% | | | | | | |
20-Nov-22
|
| |
20-Dec-22
|
| | | | | | |
2005 / 171,810 dwt | | | | | | | | | | $ | 10,000 | | | | | | 5.00% | | | |
Oldendorff
GmbH & Co. KG |
| |
20-Dec-22
|
| |
13-Feb-23 –
18-Feb-23 |
| | | | 4 | | |
Baltimore | | | | | | | | | | $ | 15,000 | | | | | | 5.00% | | | |
Hyundai Glovis Co.,
Ltd |
| |
21-Sep-22
|
| |
03-Nov-22
|
| | | | 5 | | |
2005 / 177,243 | | | | | | | | | | $ | 12,900 | | | | | | 5.00% | | | |
Enesel Bulk Logistics
DMCC |
| |
03-Nov-22
|
| |
22-Jan-23
|
| | | | 6 | | |
(All figures in thousands U.S. dollars, except per share amounts)
|
| |
Actual
|
| |
As Adjusted
|
| |
As further
adjusted |
| |||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| |
(unaudited)
|
| |||||||||
Stockholders’ Equity | | | | | | | | | | | | | | | |||||
Preferred stock, $0.01 par value; 100,000,000 shares authorized, 535,000
issued and outstanding as at September 30, 2022, 519,172 shares issued and outstanding as adjusted, 519,172 shares issued and outstanding as further adjusted |
| | | | 5 | | | | | | 5 | | | | | | 5 | | |
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 2,982,909 issued and outstanding as at September 30, 2022, 1,000,000,000 authorized shares and 10,184,054 shares issued and outstanding as adjusted, 1,000,000,000 authorized shares and up to 27,190,857 shares issued and outstanding as further adjusted
|
| | | | 30 | | | | | | 102 | | | | | | 272 | | |
Additional paid-in capital
|
| | | | 78,692 | | | | | | 78,620 | | | | | | 101,300 | | |
Retained Earnings
|
| | | | 300 | | | | | | 300 | | | | | | 300 | | |
Total Capitalization
|
| | | $ | 79,027 | | | | | | 79,027 | | | | | $ | 101,877 | | |
In U.S. dollars, except percentages
|
| | |||||
Assumed offering price per common stock
|
| | | $ | 1.47 | | |
Book value per common stock as of September 30, 2022
|
| | | $ | 26.49 | | |
Dilution to existing shareholders(1)
|
| | | $ | 25.02 | | |
% Dilution to existing shareholders(1)
|
| | | | 94% | | |
Pro forma net book value per common stock after this offering
|
| | | $ | 5.10 | | |
Decrease in book value per common stock after this offering(2)
|
| | | $ | 21.39 | | |
Percentage of decrease in book value per common stock after this offering(2)
|
| | | | 80.76% | | |
Dilution for new investors after the offering(3)
|
| | | | — | | |
Percentage of dilution for new investors after the offering(3)
|
| | | | — | | |
| | |
OceanPal Inc.
|
| ||||||
| | |
For the
six-month period ended June 30, 2022 |
| |
For the
period from April 15, 2021 (inception date) to June 30, 2021 |
| |
For the
period from April 15, 2021 (inception date) to December 31, 2021 |
|
Results of Operations
|
| |
in millions of
U.S. dollars |
| |
in millions of
U.S. dollars |
| |
in millions of
U.S. dollars |
|
Time charter revenues
|
| |
8.25
|
| |
—
|
| |
1.33
|
|
Voyage Expenses
|
| |
0.60
|
| |
—
|
| |
0.05
|
|
Vessel Operating Expenses
|
| |
2.94
|
| |
—
|
| |
0.36
|
|
Depreciation
|
| |
2.02
|
| |
—
|
| |
0.35
|
|
General and Administrative expenses
|
| |
1.22
|
| |
—
|
| |
0.36
|
|
Management fees to related parties
|
| |
0.41
|
| |
—
|
| |
0.07
|
|
| | |
OceanPal Inc.
|
| ||||||
| | |
For the
six-month period ended June 30, 2022 |
| |
For the
period from April 15, 2021 (inception date) to June 30, 2021 |
| |
For the
period from April 15, 2021 (inception date) to December 31, 2021 |
|
Other operating income
|
| |
(0.01)
|
| |
—
|
| |
—
|
|
Net income/(loss) and comprehensive income/(loss)
|
| |
1.06
|
| |
—
|
| |
0.13
|
|
Net income/(loss) attributable to common stockholders
|
| |
(0.28)
|
| |
—
|
| |
0.07
|
|
| | |
OceanPal Inc. Predecessors
|
| ||||||
| | |
For the period
from January 1, 2021 to November 29, 2021 |
| |
For the year
ended December 31, 2020 |
| |
For the year
ended December 31, 2019 |
|
Results of Operations
|
| |
in millions of
U.S. dollars |
| |
in millions of
U.S. dollars |
| |
in millions of
U.S. dollars |
|
Time charter revenues
|
| |
11.34
|
| |
9.41
|
| |
12.37
|
|
Voyage Expenses
|
| |
0.42
|
| |
0.98
|
| |
1.55
|
|
Vessel Operating Expenses
|
| |
6.2
|
| |
8.5
|
| |
5.58
|
|
Depreciation and amortization of deferred charges
|
| |
2.19
|
| |
2.15
|
| |
2.48
|
|
General and Administrative expenses
|
| |
1.1
|
| |
1.27
|
| |
0.81
|
|
Management fees to related parties
|
| |
0.68
|
| |
0.76
|
| |
0.73
|
|
Vessel Fair value adjustment
|
| |
—
|
| |
0.2
|
| |
—
|
|
Vessel Impairment charges
|
| |
—
|
| |
—
|
| |
3.05
|
|
Other loss/(income)
|
| |
—
|
| |
0.24
|
| |
0.04
|
|
Net income/(loss)
|
| |
0.75
|
| |
(3.8)
|
| |
(1.87)
|
|
| | |
OceanPal Inc. Predecessors
|
| |||
| | |
For the
six-month period ended June 30, 2021 |
| |
For the
six-month period ended June 30, 2020 |
|
Results of Operations
|
| |
in millions of
U.S. dollars |
| |
in millions of
U.S. dollars |
|
Time charter revenues
|
| |
6.07
|
| |
4.82
|
|
Voyage Expenses
|
| |
0.09
|
| |
0.55
|
|
Vessel Operating Expenses
|
| |
3.41
|
| |
3.54
|
|
Depreciation and amortization of deferred charges
|
| |
1.19
|
| |
0.96
|
|
General and Administrative expenses
|
| |
0.56
|
| |
0.61
|
|
Management fees to related parties
|
| |
0.38
|
| |
0.38
|
|
Vessel fair value adjustment
|
| |
—
|
| |
(0.2)
|
|
Net income/(loss) and comprehensive income/(loss)
|
| |
0.43
|
| |
(1.02)
|
|
| | |
OceanPal Inc.
|
| |||||||||
| | |
For the
six-month period ended June 30, 2022 |
| |
For the
period from April 15, 2021 (inception date) to December 31, 2021 |
| ||||||
Fleet Data: | | | | | | | | | | | | | |
Average number of vessels(1)
|
| | | | 3.0 | | | | | | 3.0 | | |
Number of vessels at year-end/period-end
|
| | | | 3.0 | | | | | | 3.0 | | |
Weighted average age of vessels at year-end/period-end (in years)
|
| | | | 17.2 | | | | | | 16.7 | | |
Ownership days(2)
|
| | | | 543 | | | | | | 96 | | |
Available days(3)
|
| | | | 516 | | | | | | 96 | | |
Operating days(4)
|
| | | | 498 | | | | | | 96 | | |
Fleet utilization(5)
|
| | | | 96.5% | | | | | | 100.0% | | |
| | |
OceanPal Inc. Predecessors
|
| |||||||||||||||
| | |
For the period
from January 1, 2021 to November 29, 2021 |
| |
For the year
ended December 31, 2020 |
| |
For the year
ended December 31, 2019 |
| |||||||||
Fleet Data: | | | | | | | | | | | | | | | | | | | |
Average number of vessels(1)
|
| | | | 3.0 | | | | | | 3.0 | | | | | | 3.0 | | |
Number of vessels at period-end
|
| | | | 3.0 | | | | | | 3.0 | | | | | | 3.0 | | |
Weighted average age of vessels at period-end (in years)
|
| | | | 16,6 | | | | | | 15,7 | | | | | | 14,7 | | |
Ownership days(2)
|
| | | | 999 | | | | | | 1,098 | | | | | | 1,095 | | |
Available days(3)
|
| | | | 999 | | | | | | 1,024 | | | | | | 1,095 | | |
Operating days(4)
|
| | | | 996 | | | | | | 971 | | | | | | 1,013 | | |
Fleet utilization(5)
|
| | | | 99,70% | | | | | | 94,80% | | | | | | 92,50% | | |
| | |
OceanPal Inc. Predecessors
|
| |||||||||
| | |
For the
six-month period ended June 30, 2021 |
| |
For the
six-month period ended June 30, 2020 |
| ||||||
Fleet Data: | | | | | | | | | | | | | |
Average number of vessels(1)
|
| | | | 3.0 | | | | | | 3.0 | | |
Number of vessels at year-end/period-end
|
| | | | 3.0 | | | | | | 3.0 | | |
Weighted average age of vessels at period-end (in years)
|
| | | | 16.2 | | | | | | 15.7 | | |
Ownership days(2)
|
| | | | 543 | | | | | | 546 | | |
Available days(3)
|
| | | | 543 | | | | | | 504 | | |
Operating days(4)
|
| | | | 540 | | | | | | 469 | | |
Fleet utilization(5)
|
| | | | 99.4% | | | | | | 93.1% | | |
| | |
OceanPal Inc.
|
| |||||||||
| | |
For the
six-month period ended June 30, 2022 |
| |
For the
period from April 15, 2021 (inception date) to December 31, 2021 |
| ||||||
Average Daily Results | | | | | | | | | | | | | |
Time charter equivalent (TCE) rate(6)
|
| | | $ | 14,824 | | | | | $ | 13,333 | | |
Daily vessel operating expenses(7)
|
| | | | 5,407 | | | | | | 3,750 | | |
| | |
OceanPal Inc. Predecessors
|
| |||||||||||||||
| | |
For the period
from January 1, 2021 to November 29, 2021 |
| |
For the year
ended December 31, 2020 |
| |
For the year
ended December 31, 2019 |
| |||||||||
Average Daily Results: | | | | | |||||||||||||||
Time charter equivalent (TCE) rate(6)
|
| | | $ | 10,935 | | | | | $ | 8,235 | | | | | $ | 9,883 | | |
Daily vessel operating expenses(7)
|
| | | | 6,206 | | | | | | 7,739 | | | | | | 5,098 | | |
| | |
OceanPal Inc. Predecessors
|
| |||||||||
| | |
For the
six-month period ended June 30, 2021 |
| |
For the
six-month period ended June 30, 2020 |
| ||||||
Average Daily Results | | | | | | | | | | | | | |
Time charter equivalent (TCE) rate(6)
|
| | | $ | 10,997 | | | | | $ | 8,466 | | |
Daily vessel operating expenses(7)
|
| | | | 6,273 | | | | | | 6,476 | | |
| | |
OceanPal Inc.
|
| |||||||||
Amounts in the tables below are in thousands of U.S.dollars (except for TCE)
|
| |
For the
six-month period ended June 30, 2022 |
| |
For the period from
April 15, 2021 (inception date) to December 31, 2021 |
| ||||||
Time charter revenues
|
| | | $ | 8,246 | | | | | $ | 1,334 | | |
Less: voyage expenses
|
| | | | (597) | | | | | | (54) | | |
Time charter equivalent revenues
|
| | | $ | 7,649 | | | | | $ | 1,280 | | |
Available days
|
| | | | 516 | | | | | | 96 | | |
Time charter equivalent (TCE) rate
|
| | | $ | 14,824 | | | | | $ | 13,333 | | |
| | |
OceanPal Inc. Predecessors
|
| |||||||||||||||
Amounts in the tables below are in thousands of U.S.
dollars (except for TCE) |
| |
For the period
from January 1, 2021 to November 29, 2021 |
| |
For the year
ended December 31, 2020 |
| |
For the year
ended December 31, 2019 |
| |||||||||
Time charter revenues
|
| | | $ | 11,343 | | | | | $ | 9,411 | | | | | $ | 12,370 | | |
Less: voyage expenses
|
| | | | (418) | | | | | | (978) | | | | | | (1,548) | | |
Time charter equivalent revenues
|
| | | $ | 10,925 | | | | | $ | 8,433 | | | | | $ | 10,822 | | |
Available days
|
| | | | 999 | | | | | | 1,024 | | | | | | 1,095 | | |
Time charter equivalent (TCE) rate
|
| | | $ | 10,935 | | | | | $ | 8,235 | | | | | $ | 9,883 | | |
| | |
OceanPal Inc. Predecessors
|
| |||||||||
Amounts in the tables below are in thousands of U.S.dollars (except for TCE)
|
| |
For the
six-month period ended June 30, 2021 |
| |
For the
six-month period ended June 30, 2020 |
| ||||||
Time charter revenues
|
| | | $ | 6,065 | | | | | $ | 4,819 | | |
Less: voyage expenses
|
| | | | (94) | | | | | | (552) | | |
Time charter equivalent revenues
|
| | | $ | 5,971 | | | | | $ | 4,267 | | |
Available days
|
| | | | 543 | | | | | | 504 | | |
Time charter equivalent (TCE) rate
|
| | | $ | 10,997 | | | | | $ | 8,466 | | |
Vessel BUILT / DWT
|
| |
Sister
Ships* |
| |
Gross Rate
(USD Per Day) |
| |
Com**
|
| |
Charterers
|
| |
Delivery Date
to Charterers*** |
| |
Redelivery Date to
Owners**** |
| |
Notes
|
| |||||||||
Protefs
|
| | | | A | | | | | $ | 16,250 | | | | | | 5.00% | | | |
Louis Dreyfus
Company Suisse S.A. |
| |
23-Sep-22
|
| |
24-Nov-22
|
| |
1
|
|
| | | | | | | | | | $ | 12,000 | | | | | | 5.00% | | | |
Ssangyong C&E Co., Ltd
|
| |
25-Nov-22
|
| |
18-Dec-22
|
| | | |
2004 / 73,630 dwt | | | | | | | | | | $ | 7,000 | | | | | | 5.00% | | | |
GUO LONG XIANG LIMITED
|
| |
18-Dec-22
|
| |
07-Jan-23 – 12-Jan-23
|
| |
2
|
|
Calipso 2005 / | | | | | A | | | | | $ | 19,600 | | | | | | 5.00% | | | |
ETG Commodities Ltd.
|
| |
2-Jul-22
|
| |
03-Nov-22
|
| | | |
73,691 dwt | | | | | | | | | | $ | 15,250 | | | | | | 5.00% | | | |
Al Ghurair Resources International LLC
|
| |
03-Nov-22
|
| |
22-Jan-23
|
| |
3
|
|
Salt Lake City | | | | | | | | | | $ | 29,750 | | | | | | 5.00% | | | |
Koch Shipping Pte. Ltd
|
| |
9-Jun-22
|
| |
14-Oct-22
|
| | | |
| | | | | | | | | | $ | 13,000 | | | | | | 5.00% | | | |
Hyundai Glovis Co., Ltd
|
| |
14-Oct-22
|
| |
20-Nov-22
|
| | | |
2005 / 171,810 dwt | | | | | | | | | | $ | 8,000 | | | | | | 5.00% | | | | | | |
20-Nov-22
|
| |
20-Dec-22
|
| | | |
2005 / 171,810 dwt | | | | | | | | | | $ | 10,000 | | | | | | 5.00% | | | |
Oldendorff GmbH & Co
KG |
| |
20-Dec-22
|
| |
13-Dec-23 – 18-Dec-23
|
| |
4
|
|
Baltimore | | | | | | | | | | $ | 15,000 | | | | | | 5.00% | | | |
Hyundai Glovis Co., Ltd
|
| |
21-Sep-22
|
| |
03-Nov-22
|
| |
5
|
|
2005 / 177,243 | | | | | | | | | | $ | 12,900 | | | | | | 5.00% | | | |
Enesel Bulk Logistics DMCC
|
| |
03-Nov-22
|
| |
22-Jan-23
|
| |
6
|
|
Name
|
| |
Age
|
| |
Position
|
|
Semiramis Paliou | | |
48
|
| | Class I Director and Chairperson | |
Eleftherios Papatrifon | | |
52
|
| | Class II Director and Chief Executive Officer | |
Ioannis Zafirakis | | |
51
|
| | Class III Director, President, Interim Chief Financial Officer and Secretary | |
Styliani Alexandra Sougioultzoglou | | |
48
|
| | Class I Director | |
Grigorios-Filippos Psaltis | | |
47
|
| | Class II Director | |
Nikolaos Veraros | | |
52
|
| | Class III Director | |
Alexios Chrysochoidis | | |
49
|
| | Class I Director | |
| | |
Shares Beneficially Owned
|
| |||||||||
Identity of person or group
|
| |
Number
|
| |
Percentage*
|
| ||||||
Diana Shipping Inc.(1)
|
| | | | 9,784,674 | | | | | | 49% | | |
Semiramis Paliou(2)
|
| | | | 2,827,891 | | | | | | 21.11% | | |
Ioannis Zafirakis(2)
|
| | | | 304,081 | | | | | | 2.27% | | |
All other officers and directors as a group(3)
|
| | | | 81,511 | | | | | | 0.6% | | |
| | |
Per Unit
consisting of common stock |
| |
Per Unit
consisting of pre-funded warrant |
| ||||||
Public Offering Price per Unit
|
| | | $ | | | | | $ | | | ||
Placement Agent fees
|
| | | $ | | | | | $ | | | ||
Proceeds, before expenses, to us
|
| | | $ | | | | | $ | | | |
|
Commission registration fee
|
| | | $ | 4,266 | | |
|
Legal fees and expenses
|
| | | | 175,000 | | |
|
Printer fees
|
| | | | 25,000 | | |
|
Accounting fees and expenses
|
| | | | 60,000 | | |
|
Miscellaneous
|
| | | | 10,734 | | |
|
Total
|
| | | $ | 275,000 | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | |
| | |
June 30, 2022
|
| |
December 31, 2021
|
| ||||||
ASSETS | | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 10,989 | | | | | $ | 1,673 | | |
Accounts receivable, trade
|
| | | | 425 | | | | | | 811 | | |
Due from a related party (Note 3(c))
|
| | | | 70 | | | | | | 70 | | |
Inventories
|
| | | | 1,796 | | | | | | 186 | | |
Prepaid expenses and other assets
|
| | | | 553 | | | | | | 460 | | |
Total current assets
|
| | | | 13,833 | | | | | | 3,200 | | |
FIXED ASSETS: | | | | | | | | | | | | | |
Advances for vessel acquisitions (Note 4)
|
| | | | 4,400 | | | | | | — | | |
Vessels, net (Note 4)
|
| | | | 44,082 | | | | | | 45,728 | | |
Total fixed assets
|
| | | | 48,482 | | | | | | 45,728 | | |
OTHER NON-CURRENT ASSETS: | | | | | | | | | | | | | |
Deferred charges
|
| | | | 810 | | | | | | 152 | | |
Total assets
|
| | | $ | 63,125 | | | | | $ | 49,080 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | | | | | | |
Accounts payable, trade and other
|
| | | | 327 | | | | | | 263 | | |
Due to related parties (Note 3)
|
| | | | 210 | | | | | | 59 | | |
Dividend payable to related parties
|
| | | | 240 | | | | | | — | | |
Accrued liabilities
|
| | | | 1,186 | | | | | | 381 | | |
Deferred revenue
|
| | | | 244 | | | | | | 228 | | |
Total current liabilities
|
| | | | 2,207 | | | | | | 931 | | |
Commitments and contingencies (Note 5)
|
| | | | — | | | | | | — | | |
STOCKHOLDERS’ EQUITY: | | | | | | | | | | | | | |
Preferred stock, $0.01 par value; 100,000,000 shares authorized, 510,000 issued and outstanding as at December 31, 2021 and June 30,
2022 (Note 6) |
| | | | 5 | | | | | | 5 | | |
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 8,820,240
and 29,829,092 issued and outstanding as at December 31, 2021 and June 30, 2022, respectively (Note 6) |
| | | | 298 | | | | | | 88 | | |
Additional paid-in capital (Notes 3(c) and 6)
|
| | | | 60,615 | | | | | | 47,991 | | |
Retained earnings
|
| | | | — | | | | | | 65 | | |
Total stockholders’ equity
|
| | | | 60,918 | | | | | | 48,149 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 63,125 | | | | | $ | 49,080 | | |
| | |
Preferred stock
Series B |
| |
Preferred stock
Series C |
| |
Common stock
|
| |
Additional
paid-in capital |
| |
Retained
Earnings / (Accumulated Deficit) |
| |
Total
stockholders’ equity |
| ||||||||||||||||||||||||||||||||||||
| | |
# of
Shares |
| |
Par Value
|
| |
# of
Shares |
| |
Par Value
|
| |
# of
Shares |
| |
Par Value
|
| ||||||||||||||||||||||||||||||||||||
BALANCE, April 15, 2021
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | | 500 | | | | | $ | 5 | | | | | | — | | | | | $ | — | | | | | $ | — | | |
Net loss
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | (1) | | | | | $ | (1) | | |
BALANCE, June 30, 2021
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | | 500 | | | | | $ | 5 | | | | | | — | | | | | $ | (1) | | | | | $ | 4 | | |
BALANCE, December 31, 2021
|
| | | | 500,000 | | | | | $ | 5 | | | | | | 10,000 | | | | | $ | — | | | | | | 8,820,240 | | | | | $ | 88 | | | | | $ | 47,991 | | | | | $ | 65 | | | | | $ | 48,149 | | |
Net income
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,062 | | | | | $ | 1,062 | | |
Issuance of 15,571,429 units
(comprising from common stock or prefunded warrants and warrants) and 628,751 warrants at primary offering, net of issuance costs (Note 6(a) and 6(b)) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,071,429 | | | | | | 131 | | | | | | 10,521 | | | | | | — | | | | | | 10,652 | | |
Issuance of 1,281,423 shares of
common stock and 2,430,000 Class A warrants upon exercise of underwriters’ over-allotment option (Note 6(a) and 6(b)) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,281,423 | | | | | | 13 | | | | | | 881 | | | | | | — | | | | | | 894 | | |
Issuance of common stock
following exercise of 4,156,000 Class A warrants and 2,500,000 prefunded warrants (Note 6(a) and 6(b)) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,656,000 | | | | | | 66 | | | | | | 3,066 | | | | | | — | | | | | | 3,132 | | |
Compensation on restricted stock
awards (Note 6(d)) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 158 | | | | | | — | | | | | | 158 | | |
Dividends declared and paid ($0.05 per share of common stock and Class A warrant) (Note 6(e))
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,767) | | | | | | (448) | | | | | | (2,215) | | |
Dividends declared and paid ($0.01 per share of common stock and Class A warrant) (Note 6(e))
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (443) | | | | | | (443) | | |
Dividends declared on series C preferred stock (Note 6(c))
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (235) | | | | | | (236) | | | | | | (471) | | |
BALANCE, June 30, 2022
|
| | | | 500,000 | | | | | $ | 5 | | | | | | 10,000 | | | | | $ | — | | | | | | 29,829,092 | | | | | $ | 298 | | | | | $ | 60,615 | | | | | $ | — | | | | | $ | 60,918 | | |
| | |
2022
|
| |
2021
|
| ||||||
Cash Flows provided by / (used in) Operating Activities: | | | | | | | | | | | | | |
Net income / (loss)
|
| | | $ | 1,062 | | | | | $ | (1) | | |
Adjustments to reconcile net income / (loss) to net cash from operating activities: | | | | | | | | | | | | | |
Depreciation (Note 4)
|
| | | | 2,024 | | | | | | — | | |
Compensation cost on restricted stock awards (Note 6(d))
|
| | | | 158 | | | | | | — | | |
(Increase) / Decrease in: | | | | | | | | | | | | | |
Accounts receivable, trade
|
| | | | 386 | | | | | | — | | |
Inventories
|
| | | | (1,610) | | | | | | — | | |
Prepaid expenses and other assets
|
| | | | (93) | | | | | | — | | |
Deferred charges
|
| | | | (658) | | | | | | — | | |
Increase / (Decrease) in: | | | | | | | | | | | | | |
Accounts payable, trade and other
|
| | | | 64 | | | | | | — | | |
Due to related parties (Note 3)
|
| | | | 151 | | | | | | 1 | | |
Accrued liabilities
|
| | | | 874 | | | | | | — | | |
Deferred revenue
|
| | | | 16 | | | | | | — | | |
Net cash provided by / (used in) Operating Activities
|
| | | $ | 2,374 | | | | | $ | — | | |
Cash Flows used in Investing Activities: | | | | | | | | | | | | | |
Payments for vessel improvements and vessel acquisitions (Note 4)
|
| | | | (4,778) | | | | | | — | | |
Net cash used in Investing Activities
|
| | | $ | (4,778) | | | | | $ | — | | |
Cash Flows provided by Financing Activities: | | | | | | | | | | | | | |
Proceeds from issuance of units (comprising from common stock or prefunded warrants
and warrants), issuance of common stock and warrants and exercise of warrants, net of underwriters’ fees and commissions (Note 6(a)) |
| | | | 14,678 | | | | | | — | | |
Payments of dividends on common stockholders and Class A warrant holders
(Note 6(e)) |
| | | | (2,658) | | | | | | — | | |
Payments of dividends on Series C preferred Stock (Note 6(c))
|
| | | | (300) | | | | | | — | | |
Net cash provided by Financing Activities
|
| | | $ | 11,720 | | | | | $ | — | | |
Net increase in cash and cash equivalents
|
| | | $ | 9,316 | | | | | $ | — | | |
Cash and cash equivalents at beginning of the year/period
|
| | | | 1,673 | | | | | | — | | |
Cash and cash equivalents at end of the period
|
| | | $ | 10,989 | | | | | $ | — | | |
SUPPLEMENTAL CASH FLOW INFORMATION | | | | | | | | | | | | | |
Non-cash financing activities: | | | | | | | | | | | | | |
Dividends declared, not paid (Note 6(c))
|
| | | $ | (240) | | | | | $ | — | | |
| | |
Vessel
Cost |
| |
Accumulated
Depreciation |
| |
Net Book
Value |
| |||||||||
Balance, December 31, 2021
|
| | | $ | 46,082 | | | | | $ | (354) | | | | | $ | 45,728 | | |
– Additions for improvements
|
| | | | 378 | | | | | | — | | | | | | 378 | | |
– Depreciation for the period
|
| | | | — | | | | | | (2,024) | | | | | | (2,024) | | |
Balance, June 30, 2022
|
| | | $ | 46,460 | | | | | $ | (2,378) | | | | | $ | 44,082 | | |
| | |
June 30, 2022
|
| |
From April 15
2021 through June 30, 2021 |
| ||||||
Net income/(loss)
|
| | | $ | 1,062 | | | | | $ | (1) | | |
Less dividends on series C preferred stock
|
| | | | (471) | | | | | | — | | |
Less dividends on Class A warrants
|
| | | | (868) | | | | | | — | | |
Net loss attributed to common stockholders
|
| | | $ | (277) | | | | | $ | (1) | | |
Weighted average number of common stock, basic
|
| | | | 25,691,205 | | | | | | 500 | | |
| | |
June 30, 2022
|
| |
From April 15
2021 through June 30, 2021 |
| ||||||
Weighted average number of common stock, diluted
|
| | | | 25,691,205 | | | | | | 500 | | |
Loss per share, basic
|
| | | $ | (0.01) | | | | | $ | (2) | | |
Loss per share, diluted
|
| | | $ | (0.01) | | | | | $ | (2) | | |
|
Charterer
|
| |
June 30, 2022
|
| |||
A
|
| | | | 32% | | |
B
|
| | | | 25% | | |
C
|
| | | | 22% | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| | |
2021
|
| |||
ASSETS | | | | | | | |
CURRENT ASSETS: | | | | | | | |
Cash and cash equivalents
|
| | | $ | 1,673 | | |
Accounts receivable, trade
|
| | | | 811 | | |
Due from a related party (Note 3(c))
|
| | | | 70 | | |
Inventories
|
| | | | 186 | | |
Prepaid expenses and other assets
|
| | | | 460 | | |
Total current assets
|
| | | | 3,200 | | |
FIXED ASSETS: | | | | | | | |
Vessels, net (Note 4)
|
| | | | 45,728 | | |
Total fixed assets
|
| | | | 45,728 | | |
OTHER NON-CURRENT ASSETS: | | | | | | | |
Deferred charges
|
| | | | 152 | | |
Total assets
|
| | | $ | 49,080 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | |
CURRENT LIABILITIES: | | | | | | | |
Accounts payable, trade and other
|
| | | | 263 | | |
Due to related parties (Note 3)
|
| | | | 59 | | |
Accrued liabilities
|
| | | | 381 | | |
Deferred revenue
|
| | | | 228 | | |
Total current liabilities
|
| | | | 931 | | |
Commitments and contingencies (Note 5)
|
| | | | — | | |
STOCKHOLDERS’ EQUITY: | | | | | | | |
Preferred stock, $0.01 par value; 100,000,000 shares authorized, 510,000 issued and outstanding as at December 31, 2021 (Note 6)
|
| | | | 5 | | |
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 8,820,240 issued and outstanding as at December 31, 2021 (Note 6)
|
| | | | 88 | | |
Additional paid-in capital (Notes 3 and 6)
|
| | | | 47,991 | | |
Retained earnings
|
| | | | 65 | | |
Total stockholders’ equity
|
| | | | 48,149 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 49,080 | | |
| | |
2021
|
| |||
REVENUES: | | | | | | | |
Time charter revenues (Note 2(n))
|
| | | $ | 1,334 | | |
EXPENSES: | | | | | | | |
Voyage expenses (Note 2(n))
|
| | | | 54 | | |
Vessel operating expenses
|
| | | | 360 | | |
Depreciation (Note 4)
|
| | | | 354 | | |
General and administrative expenses
|
| | | | 358 | | |
Management fees to related parties (Note 3)
|
| | | | 74 | | |
Operating income
|
| | | $ | 134 | | |
Net income and comprehensive income
|
| | | $ | 134 | | |
Dividends on Series C preferred stock (Note 6(d))
|
| | | $ | 69 | | |
Net income attributable to common stockholders
|
| | | $ | 65 | | |
Earnings per common share, basic (Note 7)
|
| | | $ | 0.01 | | |
Earnings per common share, diluted (Note 7)
|
| | | $ | 0.01 | | |
Weighted average number of common stock, basic (Note 7)
|
| | | | 8,820,240 | | |
Weighted average number of common stock, diluted (Note 7)
|
| | | | 12,275,691 | | |
| | |
Preferred stock
Series B |
| |
Preferred stock
Series C |
| |
Common stock
|
| |
Additional
paid-in capital |
| |
Retained
Earnings |
| |
Total
Stockholders’ equity |
| ||||||||||||||||||||||||||||||||||||
| | |
# of
Shares |
| |
Par
Value |
| |
# of
Shares |
| |
Par
Value |
| |
# of
Shares |
| |
Par
Value |
| ||||||||||||||||||||||||||||||||||||
BALANCE, April 15, 2021
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | | 500 | | | | | $ | 5 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Net income
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | 134 | | | | | $ | 134 | | |
Cancellation of common stock
(Note (6(a)) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (500) | | | | | | (5) | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of common stock
(Note 6(a)) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,820,240 | | | | | | 88 | | | | | | 40,421 | | | | | | — | | | | | | 40,509 | | |
Issuance of Series B preferred stock
(Note 6(c)) |
| | | | 500,000 | | | | | | 5 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5 | | |
Issuance of Series C preferred stock
(Note 6(d)) |
| | | | — | | | | | | — | | | | | | 10,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,570 | | | | | | — | | | | | | 7,570 | | |
Dividends on series C preferred stock
(Note 6(d)) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (69) | | | | | | (69) | | |
BALANCE, December 31, 2021
|
| | | | 500,000 | | | | | $ | 5 | | | | | | 10,000 | | | | | $ | — | | | | | | 8,820,240 | | | | | $ | 88 | | | | | $ | 47,991 | | | | | $ | 65 | | | | | $ | 48,149 | | |
| | |
2021
|
| |||
Cash Flows from Operating Activities: | | | | | | | |
Net income
|
| | | $ | 134 | | |
Adjustments to reconcile net income to net cash from operating activities: | | | | | | | |
Depreciation
|
| | | | 354 | | |
(Increase) / Decrease in: | | | | | | | |
Accounts receivable, trade
|
| | | | 24 | | |
Due from a related party
|
| | | | (70) | | |
Inventories
|
| | | | 23 | | |
Prepaid expenses and other assets
|
| | | | (460) | | |
Deferred charges
|
| | | | (152) | | |
Increase / (Decrease) in: | | | | | | | |
Accounts payable, trade and other
|
| | | | 263 | | |
Due to related parties
|
| | | | 59 | | |
Accrued liabilities, net of accrued preferred dividends
|
| | | | 312 | | |
Deferred revenue
|
| | | | 228 | | |
Net cash provided by Operating Activities
|
| | | $ | 715 | | |
Cash Flows used in Investing Activities: | | | | | | | |
Payments for vessel improvements (Note 4)
|
| | | | (42) | | |
Net cash used in Investing Activities
|
| | | $ | (42) | | |
Cash Flows from Financing Activities: | | | | | | | |
Proceeds from Spin-Off
|
| | | | 1,000 | | |
Net cash provided by Financing Activities
|
| | | $ | 1,000 | | |
Net increase in cash and cash equivalents
|
| | | $ | 1,673 | | |
Cash and cash equivalents at beginning of the period
|
| | | | — | | |
Cash and cash equivalents at end of the year
|
| | | $ | 1,673 | | |
SUPPLEMENTAL CASH FLOW INFORMATION | | | | | | | |
Issuance of common and preferred stock in exchange for entities acquisition
|
| | | $ | 47,084 | | |
| | |
Vessel Cost
|
| |
Accumulated
Depreciation |
| |
Net Book Value
|
| |||||||||
– Vessels contributed by DSI
|
| | | $ | 46,040 | | | | | | — | | | | | $ | 46,040 | | |
– Additions and improvements
|
| | | | 42 | | | | | | — | | | | | | 42 | | |
– Depreciation for the period
|
| | | | — | | | | | | (354) | | | | | | (354) | | |
Balance, December 31, 2021
|
| | | $ | 46,082 | | | | | $ | (354) | | | | | $ | 45,728 | | |
| | |
From
April 15, 2021 through December 31, 2021 |
| |||
Net income
|
| | | $ | 134 | | |
Less dividends on series C preferred stock
|
| | | | (69) | | |
Net income attributed to common stockholders
|
| | | $ | 65 | | |
Weighted average number of common stocks, basic
|
| | | | 8,820,240 | | |
Effect of dilutive shares
|
| | | | 3,455,451 | | |
Weighted average number of common stock, diluted
|
| | | | 12,275,691 | | |
Earnings per share, basic
|
| | | $ | 0.01 | | |
Earnings per share, diluted
|
| | | $ | 0.01 | | |
Charterer
|
| |
From April 15, 2021
through December 31, 2021 |
| |||
A
|
| | | | 35% | | |
B
|
| | | | 32% | | |
C
|
| | | | 26% | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
ASSETS | | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 1,939 | | | | | $ | 39,638 | | |
Accounts receivable, trade
|
| | | | 32,680 | | | | | | 1,035,069 | | |
Due from a related party (Notes 2(a) and 4(b))
|
| | | | 1,392,146 | | | | | | 1,169,637 | | |
Inventories
|
| | | | 143,701 | | | | | | 181,973 | | |
Insurance claims
|
| | | | — | | | | | | 941,488 | | |
Prepaid expenses
|
| | | | 674,710 | | | | | | 869,662 | | |
Total current assets
|
| | | | 2,245,176 | | | | | | 4,237,467 | | |
FIXED ASSETS: | | | | | | | | | | | | | |
Vessels, net (Note 3)
|
| | | | 31,207,386 | | | | | | 32,249,299 | | |
Total fixed assets
|
| | | | 31,207,386 | | | | | | 32,249,299 | | |
OTHER NON-CURRENT ASSETS: | | | | | | | | | | | | | |
Deferred charges, net
|
| | | | 584,017 | | | | | | 701,773 | | |
Total assets
|
| | | $ | 34,036,579 | | | | | $ | 37,188,539 | | |
LIABILITIES AND PARENT EQUITY | | | | | | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | | | | | | |
Accounts payable, trade and other
|
| | | | 280,622 | | | | | | 133,566 | | |
Due to a related party (Note 2(b))
|
| | | | 22,930 | | | | | | 115,280 | | |
Accrued liabilities
|
| | | | 1,111,058 | | | | | | 1,637,623 | | |
Deferred revenue
|
| | | | 235,897 | | | | | | — | | |
Total current liabilities
|
| | | | 1,650,507 | | | | | | 1,886,469 | | |
Commitments and contingencies (Note 4)
|
| | | | — | | | | | | — | | |
PARENT EQUITY: | | | | | | | | | | | | | |
Parent investment (Note 5)
|
| | | | 140,925,220 | | | | | | 144,274,678 | | |
Accumulated deficit
|
| | | | (108,539,148) | | | | | | (108,972,608) | | |
Parent equity, net
|
| | | | 32,386,072 | | | | | | 35,302,070 | | |
Total liabilities and parent equity
|
| | | $ | 34,036,579 | | | | | $ | 37,188,539 | | |
| | |
2021
|
| |
2020
|
| ||||||
REVENUES: | | | | | | | | | | | | | |
Time charter revenues
|
| | | $ | 6,065,161 | | | | | $ | 4,818,779 | | |
EXPENSES: | | | | | | | | | | | | | |
Voyage expenses (Note 6)
|
| | | | 94,027 | | | | | | 552,104 | | |
Vessel operating expenses
|
| | | | 3,406,320 | | | | | | 3,535,771 | | |
Depreciation and amortization of deferred charges (Note 3)
|
| | | | 1,191,889 | | | | | | 962,135 | | |
General and administrative expenses (Note 5)
|
| | | | 560,376 | | | | | | 609,491 | | |
Management fees to related parties (Note 2)
|
| | | | 377,671 | | | | | | 378,000 | | |
Vessel fair value adjustment
|
| | | | — | | | | | | (200,500) | | |
Other loss
|
| | | | 1,418 | | | | | | 88 | | |
Operating income/(loss)
|
| | | $ | 433,460 | | | | | $ | (1,018,310) | | |
Net income/(loss) and comprehensive income/(loss)
|
| | | $ | 433,460 | | | | | $ | (1,018,310) | | |
| | |
Parent Company
Investment |
| |
Accumulated
Deficit |
| |
Total
Equity |
| |||||||||
BALANCE, December 31, 2019
|
| | | | 140,038,822 | | | | | | (105,176,649) | | | | | | 34,862,173 | | |
Parent investment (Note 5)
|
| | | | 1,271,586 | | | | | | — | | | | | | 1,271,586 | | |
Net loss and comprehensive loss
|
| | | | — | | | | | | (1,018,310) | | | | | | (1,018,310) | | |
BALANCE, June 30, 2020
|
| | | | 141,310,408 | | | | | | (106,194,959) | | | | | | 35,115,449 | | |
BALANCE, December 31, 2020
|
| | | $ | 144,274,678 | | | | | $ | (108,972,608) | | | | | $ | 35,302,070 | | |
Parent distribution (Note 5)
|
| | | | (3,349,458) | | | | | | — | | | | | | (3,349,458) | | |
Net income and comprehensive income
|
| | | $ | — | | | | | $ | 433,460 | | | | | $ | 433,460 | | |
BALANCE, June 30, 2021
|
| | | $ | 140,925,220 | | | | | $ | (108,539,148) | | | | | $ | 32,386,072 | | |
| | |
2021
|
| |
2020
|
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net income/(loss)
|
| | | $ | 433,460 | | | | | $ | (1,018,310) | | |
Adjustments to reconcile net income/(loss) to net cash from operating activities:
|
| | | | | | | | | | | | |
Depreciation and amortization of deferred charges
|
| | | | 1,191,889 | | | | | | 962,135 | | |
Vessel fair value adjustment
|
| | | | — | | | | | | (200,500) | | |
(Increase) / Decrease in:
|
| | | | | | | | | | | | |
Accounts receivable, trade
|
| | | | 1,002,389 | | | | | | 234,767 | | |
Due from a related party
|
| | | | (222,509) | | | | | | (60,553) | | |
Inventories
|
| | | | 38,272 | | | | | | 5,288 | | |
Insurance claims
|
| | | | 941,488 | | | | | | (7,841) | | |
Prepaid expenses
|
| | | | 194,952 | | | | | | (149,854) | | |
Other non-current assets
|
| | | | — | | | | | | (394,242) | | |
Increase / (Decrease) in:
|
| | | | | | | | | | | | |
Accounts payable, trade and other
|
| | | | 147,056 | | | | | | 9,486 | | |
Due to a related party
|
| | | | (92,350) | | | | | | (169,004) | | |
Accrued liabilities
|
| | | | (526,565) | | | | | | 570,591 | | |
Deferred revenue
|
| | | | 235,897 | | | | | | (62,112) | | |
Drydock costs
|
| | | | (2,743) | | | | | | (271,450) | | |
Net cash provided by / (used in) Operating Activities
|
| | | $ | 3,341,236 | | | | | $ | (551,599) | | |
Cash Flows from Investing Activities:
|
| | | | | | | | | | | | |
Payments for vessel improvements (Note 3)
|
| | | | (29,477) | | | | | | (719,290) | | |
Net cash used in Investing Activities
|
| | | $ | (29,477) | | | | | $ | (719,290) | | |
Cash Flows from Financing Activities:
|
| | | | | | | | | | | | |
Parent investment/(distribution)
|
| | | | (3,349,458) | | | | | | 1,271,586 | | |
Net cash provided by / (used in) Financing Activities
|
| | | $ | (3,349,458) | | | | | $ | 1,271,586 | | |
Net increase/(decrease) in cash and cash equivalents
|
| | | | (37,699) | | | | | | 697 | | |
Cash and cash equivalents at beginning of the period
|
| | | | 39,638 | | | | | | 1,915 | | |
Cash and cash equivalents at end of the period
|
| | | $ | 1,939 | | | | | $ | 2,612 | | |
Charterer
|
| |
2021
|
| |
2020
|
| ||||||
Cargill International S.A.
|
| | | | | | | | | | 37% | | |
Phaethon International Co AG.
|
| | | | | | | | | | 33% | | |
Uniper Global Commodities, Dusseldorf GE
|
| | | | | | | | | | 11% | | |
Crystal Sea Shipping Co., Limited
|
| | | | | | | | | | 20% | | |
C Transport Maritime LTD
|
| | | | 37% | | | | | | | | |
Vitera Chartering
|
| | | | 28% | | | | | | | | |
Reachy International
|
| | | | 25% | | | | | | | | |
| | |
Vessel Cost
|
| |
Accumulated
Depreciation |
| |
Net Book Value
|
| |||||||||
Balance, December 31, 2020
|
| | | $ | 47,405,161 | | | | | $ | (15,155,862) | | | | | $ | 32,249,299 | | |
– Additions for improvements
|
| | | | 29,477 | | | | | | — | | | | | | 29,477 | | |
– Depreciation for the period
|
| | | | — | | | | | | (1,071,390) | | | | | | (1,071,390) | | |
Balance, June 30, 2021
|
| | | $ | 47,434,638 | | | | | $ | (16,227,252) | | | | | $ | 31,207,386 | | |
| | |
June 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Commissions
|
| | | $ | 412,008 | | | | | $ | 322,428 | | |
Bunkers
|
| | | | (330,454) | | | | | | 212,830 | | |
Extra insurance
|
| | | | 2,023 | | | | | | — | | |
Miscellaneous
|
| | | | 10,450 | | | | | | 16,846 | | |
Total
|
| | | $ | 94,027 | | | | | $ | 552,104 | | |
| | |
2020
|
| |||
ASSETS | | | | | | | |
CURRENT ASSETS: | | | | | | | |
Cash and cash equivalents (Note 2(e))
|
| | | $ | 39,638 | | |
Accounts receivable, trade (Note 2(f))
|
| | | | 1,035,069 | | |
Due from a related party (Notes 3 and 5(b))
|
| | | | 1,169,637 | | |
Inventories (Note 2(g))
|
| | | | 181,973 | | |
Insurance claims (Note 2(h))
|
| | | | 941,488 | | |
Prepaid expenses
|
| | | | 869,662 | | |
Total current assets
|
| | | | 4,237,467 | | |
FIXED ASSETS: | | | | | | | |
Vessels, net (Note 4)
|
| | | | 32,249,299 | | |
Total fixed assets
|
| | | | 32,249,299 | | |
OTHER NON-CURRENT ASSETS: | | | | | | | |
Deferred charges, net (Notes 2(m) and 4)
|
| | | | 701,773 | | |
Total assets
|
| | | $ | 37,188,539 | | |
LIABILITIES AND PARENT EQUITY | | | | | | | |
CURRENT LIABILITIES: | | | | | | | |
Accounts payable, trade and other
|
| | | | 133,566 | | |
Due to a related party (Note 3)
|
| | | | 115,280 | | |
Accrued liabilities
|
| | | | 1,637,623 | | |
Total current liabilities
|
| | | | 1,886,469 | | |
Commitments and contingencies (Note 5)
|
| | | | — | | |
PARENT EQUITY: | | | | | | | |
Parent investment, net (Note 6)
|
| | | | 144,274,678 | | |
Accumulated deficit
|
| | | | (108,972,608) | | |
Parent equity, net
|
| | | | 35,302,070 | | |
Total liabilities and parent equity
|
| | | $ | 37,188,539 | | |
| | |
From January 1, 2021
through November 29, 2021 |
| |
2020
|
| |
2019
|
| |||||||||
REVENUES: | | | | | | | | | | | | | | | | | | | |
Time charter revenues (Note 2(o))
|
| | | $ | 11,342,529 | | | | | $ | 9,410,671 | | | | | $ | 12,370,182 | | |
EXPENSES: | | | | | | | | | | | | | | | | | | | |
Voyage expenses (Note 2(o))
|
| | | | 418,022 | | | | | | 977,940 | | | | | | 1,548,501 | | |
Vessel operating expenses (Note 2(p))
|
| | | | 6,200,109 | | | | | | 8,497,830 | | | | | | 5,582,563 | | |
Depreciation and amortization of deferred charges (Note 4)
|
| | | | 2,192,911 | | | | | | 2,151,977 | | | | | | 2,479,432 | | |
General and administrative expenses (Note 6)
|
| | | | 1,104,894 | | | | | | 1,265,051 | | | | | | 809,205 | | |
Management fees to related parties (Note 3)
|
| | | | 683,121 | | | | | | 756,000 | | | | | | 728,300 | | |
Vessel Impairment charges (Note 4)
|
| | | | — | | | | | | — | | | | | | 3,047,978 | | |
Vessel fair value adjustment (Note 4)
|
| | | | — | | | | | | (200,500) | | | | | | — | | |
Other loss/(income)
|
| | | | (9,427) | | | | | | (241,668) | | | | | | 37,055 | | |
Operating income/(loss)
|
| | | $ | 752,899 | | | | | $ | (3,795,959) | | | | | $ | (1,862,852) | | |
Finance costs
|
| | | | (1,916) | | | | | | — | | | | | | — | | |
Net income/(loss) and comprehensive income/(loss)
|
| | | $ | 750,983 | | | | | $ | (3,795,959) | | | | | $ | (1,862,852) | | |
| | |
Parent Company
Investment, net |
| |
Accumulated
Deficit |
| |
Total Equity
|
| |||||||||
BALANCE, January 1, 2019
|
| | | $ | 141,543,044 | | | | | $ | (103,313,797) | | | | | $ | 38,229,247 | | |
Parent Distribution, net (Note 6)
|
| | | | (1,504,222) | | | | | | — | | | | | | (1,504,222) | | |
Net loss and comprehensive loss
|
| | | $ | — | | | | | $ | (1,862,852) | | | | | $ | (1,862,852) | | |
BALANCE, December 31, 2019
|
| | | $ | 140,038,822 | | | | | $ | (105,176,649) | | | | | $ | 34,862,173 | | |
Parent Investment, net (Note 6)
|
| | | | 4,235,856 | | | | | | — | | | | | | 4,235,856 | | |
Net loss and comprehensive loss
|
| | | $ | — | | | | | $ | (3,795,959) | | | | | $ | (3,795,959) | | |
BALANCE, December 31, 2020
|
| | | $ | 144,274,678 | | | | | $ | (108,972,608) | | | | | $ | 35,302,070 | | |
Parent Distribution, net (Note 6)
|
| | | | (3,196,728) | | | | | | — | | | | | | (3,196,728) | | |
Net income and comprehensive income
|
| | | $ | — | | | | | $ | 750,983 | | | | | $ | 750,983 | | |
BALANCE, November 29, 2021
|
| | | $ | 141,077,950 | | | | | $ | (108,221,625) | | | | | $ | 32,856,325 | | |
| | |
From January 1, 2021
through November 29, 2021 |
| |
2020
|
| |
2019
|
| |||||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | | | | | | | |
Net income/(loss)
|
| | | $ | 750,983 | | | | | $ | (3,795,959) | | | | | $ | (1,862,852) | | |
Adjustments to reconcile net income/(loss) to net cash from operating activities:
|
| | | | | | | | | | | | | | | | | | |
Depreciation and amortization of deferred charges
|
| | | | 2,192,911 | | | | | | 2,151,977 | | | | | | 2,479,432 | | |
Asset impairment charge (Note 4)
|
| | | | — | | | | | | — | | | | | | 3,047,978 | | |
Vessel fair value adjustment (Note 4)
|
| | | | — | | | | | | (200,500) | | | | | | — | | |
(Increase) / Decrease in:
|
| | | | | | | | | | | | | | | | | | |
Accounts receivable, trade
|
| | | | 169,243 | | | | | | (725,324) | | | | | | (302,696) | | |
Due from related parties
|
| | | | (14,418) | | | | | | (1,167,746) | | | | | | (1,891) | | |
Inventories
|
| | | | (26,611) | | | | | | (13,199) | | | | | | 392,255 | | |
Insurance claims
|
| | | | 941,488 | | | | | | 1,145,969 | | | | | | (2,078,347) | | |
Prepaid expenses
|
| | | | 191,097 | | | | | | (155,786) | | | | | | (403,488) | | |
Increase / (Decrease) in:
|
| | | | | | | | | | | | | | | | | | |
Accounts payable, trade and other
|
| | | | 87,213 | | | | | | (47,062) | | | | | | (160,921) | | |
Due to related parties
|
| | | | (115,280) | | | | | | (122,741) | | | | | | 220,261 | | |
Accrued liabilities
|
| | | | (1,125,141) | | | | | | 1,189,260 | | | | | | 202,046 | | |
Deferred revenue
|
| | | | 135,080 | | | | | | (155,877) | | | | | | (90,092) | | |
Drydock costs
|
| | | | (5,535) | | | | | | (826,180) | | | | | | (2,234) | | |
Net cash provided by / (used in) Operating Activities
|
| | | $ | 3,181,030 | | | | | $ | (2,723,168) | | | | | $ | 1,439,451 | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | | | | | | | |
Payments for vessel improvements (Note 4)
|
| | | | (23,850) | | | | | | (1,474,965) | | | | | | — | | |
Net cash used in Investing Activities
|
| | | $ | (23,850) | | | | | $ | (1,474,965) | | | | | $ | — | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | | | | | | | |
Parent investment/(distribution), net
|
| | | | (3,196,728) | | | | | | 4,235,856 | | | | | | (1,504,222) | | |
Net cash provided by/ (used in) Financing Activities
|
| | | $ | (3,196,728) | | | | | $ | 4,235,856 | | | | | $ | (1,504,222) | | |
Net increase/(decrease) in cash and cash equivalents
|
| | | | (39,548) | | | | | | 37,723 | | | | | | (64,771) | | |
Cash and cash equivalents at beginning of the period
|
| | | | 39,638 | | | | | | 1,915 | | | | | | 66,686 | | |
Cash and cash equivalents at end of the period
|
| | | $ | 90 | | | | | $ | 39,638 | | | | | $ | 1,915 | | |
| | |
Vessel Cost
|
| |
Accumulated
Depreciation |
| |
Net Book Value
|
| |||||||||
Balance, December 31, 2019
|
| | | $ | 38,600,196 | | | | | $ | (13,139,306) | | | | | $ | 25,460,890 | | |
– Additions for improvements
|
| | | | 1,474,965 | | | | | | — | | | | | | 1,474,965 | | |
– Vessel fair value adjustment
|
| | | | 200,500 | | | | | | — | | | | | | 200,500 | | |
– Vessel transferred from held for sale
|
| | | | 7,129,500 | | | | | | — | | | | | | 7,129,500 | | |
– Depreciation for the period
|
| | | | — | | | | | | (2,016,556) | | | | | | (2,016,556) | | |
Balance, December 31, 2020
|
| | | $ | 47,405,161 | | | | | $ | (15,155,862) | | | | | $ | 32,249,299 | | |
Charterer
|
| |
From January 1, 2021 to
November 29, 2021 |
| |
2020
|
| |
2019
|
| |||||||||
C Transport Maritime LTD
|
| | | | 38% | | | | | | | | | | | | | | |
Vitera Chartering
|
| | | | 29% | | | | | | | | | | | | | | |
Reachy International
|
| | | | 28% | | | | | | | | | | | | | | |
Cargill International S.A.
|
| | | | | | | | | | 34% | | | | | | 33% | | |
Phaethon International Co AG.
|
| | | | | | | | | | 34% | | | | | | | | |
Uniper Global Commodities, Dusseldorf GE
|
| | | | | | | | | | 22% | | | | | | | | |
Crystal Sea Shipping Co., Limited
|
| | | | | | | | | | 10% | | | | | | 12% | | |
Hadson Shipping Lines Inc.
|
| | | | | | | | | | | | | | | | 30% | | |
Glencore Agriculture BV
|
| | | | | | | | | | | | | | | | 22% | | |
|
Exhibit
Number |
| |
Description
|
|
|
1.1
|
| | | |
|
3.1
|
| | | |
|
3.2
|
| | | |
|
3.3
|
| | | |
|
4.1
|
| | | |
|
4.2
|
| | | |
|
4.3
|
| | | |
|
4.4
|
| | |
|
Exhibit
Number |
| |
Description
|
|
|
4.5
|
| | Warrant Agency Agreement by and between Computershare Trust Company, N.A. and the Company with respect to the Class A Warrants(3) | |
|
4.6
|
| | | |
|
4.7
|
| | | |
|
4.8
|
| | | |
|
4.9
|
| | | |
|
4.10
|
| | Statement of Designations of the 7.0% Series D Preferred Stock of the Company* | |
|
5.1
|
| | | |
|
8.1
|
| | | |
|
10.1
|
| | | |
|
10.2
|
| | | |
|
10.3
|
| | | |
|
10.4
|
| | | |
|
10.5
|
| | | |
|
10.6
|
| | | |
|
10.7
|
| | | |
|
10.8
|
| | | |
|
10.9
|
| | | |
|
10.10
|
| | | |
|
10.11
|
| | | |
|
10.12
|
| | Listing Agreement, by and between Diana Shipping and the Company, dated September 21, 2022* | |
|
10.13
|
| | Memorandum of Agreement relating to the Company’s purchase of the m/v Baltimore, dated June 13, 2022* | |
|
10.14
|
| | | |
|
23.1
|
| | | |
|
23.2
|
| | | |
|
23.3
|
| | Consent of Seward & Kissel LLP (included in Exhibits 5.1 and 8.1 hereto)* | |
|
24.1
|
| | | |
|
99.1
|
| | | |
|
107
|
| | |
|
Signature
|
| |
Title
|
|
|
/s/ Semiramis Paliou
Semiramis Paliou
|
| | Chairman and Director | |
|
/s/ Eleftherios Papatrifon
Eleftherios Papatrifon
|
| |
Director and Chief Executive Officer
(Principal Executive Officer) |
|
|
/s/ Ioannis Zafirakis
Ioannis Zafirakis
|
| |
Interim Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer and Principal Accounting Officer) |
|
|
/s/Styliani Alexandra Sougioultzoglou
Styliani Alexandra Sougioultzoglou
|
| | Director | |
|
/s/ Grigorios-Filippos Psaltis
Grigorios-Filippos Psaltis
|
| | Director | |
|
/s/ Nikolaos Veraros
Nikolaos Veraros
|
| | Director | |
|
/s/ Alexios Chrysochoidis
Alexios Chrysochoidis
|
| | Director | |
ARTICLES OF AMENDMENT OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF OCEANPAL INC. UNDER SECTION 90 OF THE BUSINESS CORPORATIONS ACT The undersigned , Eleftherios Papatrifon, Chief Executive Officer of OceanPal Inc. , a corporation incorporated un der the laws of the Republic of the Marshall Islands, for the purpose of amending the Amended and Restated Articles of Incorporation of said Corporation hereby certify: 1 . The name of the Corporation is: OceanPal Inc. 2. The Articles of Incorporation were filed with the Registrar of Corporations as of the 15 th day of April 2021 . 3. The Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations on November 29 , 2 021. 4 . Section D of the Amended and Restate d Articles of Incorpo ration is hereby amended as follows: “ D. Effective with the commencement of business on December 20, 2022 , the Corporation has effected a one - for - ten reverse stock split as to its issued shares of common stock, par value $0.01 per sh are, pursuant to whic h the number of issued shares of co mmon stock shall decrease from 101,802,806 to 10,180,280 shares , as adjusted for the cancellation of fractional shares and which may be further adjusted for the cancellation of fractional sha res . The reverse stock split shall not change the pa r value of the common stock. The stated capital of the Corpo ration is hereby reduced from $ 1,018,028 .06 to $ 101,802 .80 , as adjusted for the cancellation of the fractional shares and which may be fu rther adjusted for the cancellation of fractional shares . Concurrently wit h the effectiveness of the reverse stock s plit, effective December 20 , 202 2 , the aggregate number of shares of common stock that the Corporation is authorized to issue is 1 billion registered sha re s with a par value of on e United States cent (U.S. $0.01) per share, and 100 million registered preferred shares with a par value of one United States cent (U.S. $0.01) per share. The Board of Directors shall have the authority to establish such series of preferred shares and with such designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions as shall be stated in the resolutions providing for the issue of such preferred shares. ” 5 . T he amendment to the Amended and Restated Articles of Incorporation was authoriz ed by vote of the holders of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders. IN WITNESS WHEREOF , the undersigned ha s executed these Articles of Amendment on this 20 th day of December 20 22 . |
authrozed Person Eleftherios Papatrifon Chief Executive Officer
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THIS CERTIFIES THATis the owner of ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS#Certificate Number ZQ00000000COMMON STOCKPAR VALUE $0.01OCEANPAL INC. INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF THE MARSHALL ISLANDS COMMON STOCK Shares * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * THIS CERTIFIES THAT is the owner of ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample **000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares*** *000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares**** 000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0 00000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00 0000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000 000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0000 00**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00000 0**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000 **Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000* *Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**S SEE REVERSE FOR CERTAIN DEFINITIONS 0 THIS CERTIFICATE IS TRANSFERABLE IN CITIES DESIGNATED BY THE TRANSFER AGENT, AVAILABLE ONLINE AT www.computershare.com FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF OceanPal Inc. (hereinafter called the "Company"), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Articles of Incorporation, as amended, and the Bylaws, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. DATED DD-MMM-YYYY Director and Chief Executive Officer COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, 11/09/21 Director, President, Interim Chief Financial Officer and Secretary By AUTHORIZED SIGNATURE |
Exhibit 5.1
SEWARD & KISSEL LLP ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004 |
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WRITER’S DIRECT DIAL | TELEPHONE: (212) 574-1200 FACSIMILE: (212) 480-8421 WWW.SEWKIS.COM |
901 K Street,
NW December 22, 2022 |
OceanPal Inc.
Pendelis 26, 175 64
Palaio Faliro
Athens, Greece
Re:OceanPal Inc.
Ladies and Gentlemen:
We have acted as counsel to OceanPal Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), in connection with the Company’s Registration Statement on Form F-1, as filed publicly filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 6, 2022, and as thereafter amended, (the “Registration Statement”), with respect to the Company’s offering (the “Offering”) of up to 17,006,803 of the Company’s units (the “Units”), each Unit consisting of (i) one common share of the Company, par value $0.01 per share (“Common Shares”) or one pre-funded warrant to purchase one Common Share (the “Pre-Funded Warrants”) and (ii) one Class B Warrant to purchase one Common Share (the “Class B Warrants” and together with the Pre-Funded Warrants, the “Warrants”). As used herein, (i) the Common Shares included in each Unit are referred to as the “Unit Shares”, (ii) the Common Shares issuable upon exercise of the Pre-Funded Warrants are referred to as the “Pre-Funded Warrant Shares”, (iii) the Common Shares issuable upon exercise of the Class B Warrants are referred to as the “Class B Warrant Shares”, and (iv) the Units, Unit Shares, Pre-Funded Warrant Shares, the Class B Warrant Shares, and Warrants are collectively referred to as the “Securities”).
In our capacity as counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of the Company (the “Prospectus”) included in the Registration Statement; (iii) the form of Warrant Agency Agreement, to be entered by and between the Company and Computershare Trust Company, N.A. that is filed as Exhibit 4.5 to the Registration Statement (the “Warrant Agreement”) and (iv) such corporate documents and records of the Company and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete the execution of documents. As to various questions of fact which are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors of the Company and others.
We have further assumed for the purposes of this opinion, without investigation, that (i) all documents contemplated by the Prospectus to be executed in connection with the Offering have been duly authorized, executed and delivered by each of the parties thereto other than the Company, (ii) the terms of the Offering comply in all respects with the terms, conditions and restrictions set forth in the Prospectus and all of the instruments, agreements and other documents relating thereto or executed in connection therewith, and (iii) all Unit Shares, Pre-Funded Warrant Shares and Class B Warrant Shares will be issued in compliance with applicable U.S. federal and state securities and other laws (other than the laws of the State of New York and the Republic of the Marshall Islands in respect of which we are opining).
Based upon and subject to the foregoing, and having regard for such other legal considerations which we deem relevant, we are of the opinion that under the laws of the Republic of the Marshall Islands:
1.The Securities have been duly authorized by the Company.
2.The Units, when issued, sold and paid for as contemplated in the Prospectus, will be validly issued, fully paid, and non-assessable.
3.The Unit Shares, when issued, sold and paid for as contemplated in the Prospectus, will be validly issued, fully paid, and non-assessable.
4.Assuming the Pre-Funded Warrants are issued and delivered as contemplated in the Prospectus, the Pre-Funded Warrant Shares, when issued and delivered upon the exercise of the Pre-Funded Warrants in accordance with their terms, will be validly issued, fully paid and non-assessable.
5.Assuming the Class B Warrants are issued and delivered as contemplated in the Prospectus, the Class B Warrant Shares, when issued and delivered against payment therefor upon the exercise of the Class B Warrants in accordance with their terms, will be validly issued, fully paid and non-assessable.
Based upon and subject to the foregoing, and having regard for such other legal considerations which we deem relevant, we are of the opinion that under the laws of the State of New York:
1.The Warrants, when issued, sold and paid for as contemplated in the Prospectus and in accordance with the terms of the Warrant Agreement, the Warrants will constitute valid and legally binding obligations of the Company in accordance with their terms, except as the enforcement thereof (i) may be limited by any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, fraudulent obligation, moratorium or other similar laws affecting generally the enforceability of creditors’ rights and remedies or the collection of debtor’s obligations from time to time in effect, and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, including the application of principles of good faith, fair dealing, course of dealing, course of performance, commercial reasonableness, materiality, unconscionability and conflict with public policy and other similar principles; or other law relating to or affecting creditors’ rights generally and general principles of equity.
This opinion is limited to the laws of the State of New York and the Republic of the Marshall Islands as in effect on the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to each reference to us and the discussions of advice provided by us under the headings “Taxation” and “Legal Matters” in the Prospectus, without admitting we are “experts” within the meaning of the U.S. Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder with respect to any part of the Registration Statement or Prospectus.
Very truly yours, | |
/s/ Seward & Kissel LLP |
Exhibit 8.1
SEWARD & KISSEL LLP ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004 |
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WRITER’S DIRECT DIAL | TELEPHONE: (212) 574-1200 FACSIMILE: (212) 480-8421 WWW.SEWKIS.COM |
901 K Street,
NW December 22, 2022 |
OceanPal Inc.
Pendelis 26, 175 64
Palaio Faliro
Athens, Greece
Re:OceanPal Inc.
Ladies and Gentlemen:
We have acted as counsel to OceanPal Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), in connection with the Company’s Registration Statement on Form F-1, as filed publicly filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 6, 2022, as amended (the “Registration Statement”), with respect to the Company’s offering of up to 17,006,803 of the Company’s units (the “Units”), each Unit consisting of (i) one common share of the Company, par value $0.01 per share (“Common Shares”) or one pre-funded warrant to purchase one Common Share and (ii) one Class B Warrant to purchase one Common Share.
In formulating our opinions, we have examined such documents as we have deemed appropriate, including the Registration Statement and the prospectus contained therein. We have also obtained such additional information as we have deemed relevant and necessary from representatives of the Company.
Based on the facts as set forth in the Registration Statement, and in particular, on the representations, covenants, assumptions, conditions and qualifications described in the Registration Statement in the section entitled “Taxation”, we hereby confirm that the opinions of Seward & Kissel LLP with respect to United States federal income tax matters and Marshall Islands tax matters expressed in the Registration Statement in the section entitled “Taxation” are our opinions and accurately state our views as to the tax matters discussed therein.
Our opinions are based on the current provisions of the U.S. Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service, which may be cited or used as precedents, and case law and applicable Marshall Islands tax law as in effect on the date hereof, any of which may be changed at any time with retroactive effect. No opinion is expressed on any matters other than those specifically referred to above.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to each reference to us and the discussions of advice provided by us in the section entitled “Taxation” in the Registration Statement, without admitting we are “experts” within the meaning of the Securities Act, or the rules and regulations of the Commission promulgated thereunder with respect to any part of the Registration Statement.
Very truly yours, | |
/s/ Seward & Kissel LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" and to the use of our report dated April 06, 2022, in Amendment No.6 to the Registration Statement (Form F-1 No. 333-264167) and related Prospectus of OceanPal Inc. for the registration of up to 17,006,803 Units consisting of Common Stock or Pre-Funded Warrants to Purchase Common Stock and Class B Warrants to Purchase Common Stock.
/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A. | |
Athens, Greece | |
December 22, 2022 |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" and to the use of our report dated April 06, 2022, with respect to the combined carve – out financial statements of OceanPal Inc. Predecessors included in Amendment No.6 to the Registration Statement (Form F-1 No. 333-264167) and related Prospectus of OceanPal Inc. for the registration of up to 17,006,803 Units consisting of Common Stock or Pre-Funded Warrants to Purchase Common Stock and Class B Warrants to Purchase Common Stock.
/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A. | |
Athens, Greece | |
December 22, 2022 |