ATHENS,
GREECE, February 8, 2023 – OceanPal Inc. (NASDAQ: OP) (the “Company”), a
global shipping company specializing in the ownership of vessels, announced
today the pricing of a 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, is conducting 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, are exercisable immediately, and expire five
years after the issuance date. Alternatively, each privately placed warrant
will become 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 expects to receive 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.
The
Offering is expected to close on or about February 10, 2023, subject to
customary closing conditions.
Maxim
Group LLC is acting as the sole placement agent in connection with the
Offering.
The
Offering is being 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 will be filed with the SEC and will be available on
the SEC΄s website at http://www.sec.gov. Electronic copies of the prospectus
relating to this Offering, when available, 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.
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