SCHEDULE: OceanPal Insider Ownership Dips to 10.33%

Ioannis Zafirakis and Abra Marinvest Inc. reported a decrease in their beneficial ownership of OceanPal Inc. common stock to 10.33% due to conversion price adjustments and new share issuances.

Summary

• Reporting Persons (Ioannis Zafirakis and Abra Marinvest Inc.) now beneficially own 3,485,861 shares of OceanPal Inc. common stock, representing 10.33% of the outstanding shares.
• This marks a decrease in their percentage ownership, primarily due to an increase in the conversion price of Series C and Series D Preferred Stock and the issuance of additional common stock by OceanPal Inc. in a PIPE transaction.
• The decrease was partially offset by the vesting of Series C Preferred Stock and the issuance of common stock to the Reporting Persons as part of the PIPE transaction.
• Abra Marinvest Inc. holds 3,104 shares of Series D Preferred Stock (convertible into 1,569,420 common shares), 2,084 shares of Series C Preferred Stock (convertible into 1,053,696 common shares), and 862,745 shares of common stock directly.
• Ioannis Zafirakis, as the owner of Abra Marinvest Inc., is deemed to indirectly beneficially own all these shares.
• On October 28, 2025, 862,745 shares of common stock were issued to the Reporting Persons in conjunction with OceanPal Inc.'s PIPE transaction.
• Reporting Persons entered into a Shareholder Covenant on October 24, 2025, agreeing not to convert or transfer their Series C or Series D Preferred Stock without OceanPal Inc.'s prior written consent.

Sentiment

Score: 4

Explanation: While the Reporting Persons received common stock in a PIPE transaction, their overall percentage ownership decreased due to dilution and increased conversion prices. Additionally, new restrictions on their preferred stock conversion/transfer rights introduce a negative element. The filing primarily reports a change in ownership rather than a positive operational update.

Positives

• Reporting Persons received 862,745 shares of common stock as part of the Issuer's PIPE transaction.
• All 2,084 shares of Series C Preferred Stock owned by the Reporting Persons have vested and are convertible (subject to ownership restrictions).

Negatives

• The percentage ownership of the Reporting Persons decreased from a previous, unspecified level to 10.33%, primarily due to dilution from new common stock issuance and increased conversion prices of preferred stock.
• Reporting Persons are restricted from converting or transferring their Series C or Series D Preferred Stock without the Issuer's prior written consent, as per a Shareholder Covenant.

Risks

• The conversion of Series C and Series D Preferred Stock is subject to ownership restrictions, preventing conversion if it would result in beneficial ownership exceeding 49% of total outstanding shares.
• The Reporting Persons' ability to convert or transfer their preferred stock is restricted by a Shareholder Covenant requiring the Issuer's prior written consent.

Future Outlook

Reporting Persons may acquire additional shares or dispose of existing shares based on market conditions and investment considerations. They reserve the right to act in concert with other shareholders and recommend courses of action to management and the board to increase shareholder value.

Management Comments

• Zafirakis is a member of the Board of Directors and a member of the Executive Committee of the Issuer and may have influence over the corporate activities of the Issuer.
• The Reporting Persons acquired the Shares... solely for investment purposes.
• The Reporting Persons, at any time and from time to time, may acquire additional Shares... or dispose of any or all of the Shares they then own depending upon an ongoing evaluation of their investment in the Shares, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors.
• The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses of action to the Issuer's management, the Issuer's Board of Directors, the Issuer's shareholders and others.
• In addition, the Reporting Persons are in contact with members of the Issuer's management, the other members of the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to increase shareholder value.

Industry Context

This filing primarily concerns changes in beneficial ownership by a significant shareholder and director of OceanPal Inc., a shipping company. It reflects internal corporate finance activities such as preferred stock conversions and a PIPE transaction, which are common mechanisms for companies to manage capital structure and for insiders to adjust their holdings. The specific details about the acquisition of vessels (m/v Baltimore, m/v Melia, m/t Zeze Start) indicate ongoing asset management and fleet expansion or renewal within the dry bulk shipping sector, which is subject to global trade volumes and freight rates.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• On September 11, 2024, 9,442 shares of Series D Preferred Stock were issued to the Reporting Persons as partial consideration for OceanPal Inc.'s purchase of the m/t Zeze Start for $27.0 million from an entity controlled by Zafirakis.

Stakeholder Impact

• Shareholders: Potential dilution from the PIPE transaction and increased conversion prices of preferred stock. The decrease in a significant insider's percentage ownership could be viewed negatively.
• Reporting Persons (Ioannis Zafirakis and Abra Marinvest Inc.): Their percentage ownership decreased, and their ability to convert or transfer preferred stock is now restricted by a covenant. However, they did receive common shares in the PIPE transaction and their preferred shares vested.
• Management/Board: Zafirakis, as a director and executive committee member, continues to have influence over corporate activities. The Shareholder Covenant provides the Issuer with more control over the conversion/transfer of preferred stock held by the Reporting Persons.

Next Steps

• Reporting Persons may acquire or dispose of additional shares in the future.
• Reporting Persons may act in concert with other shareholders or recommend actions to management/board to increase shareholder value.

Key Dates

Recommendation

The filing indicates a decrease in beneficial ownership percentage for a key insider due to dilution, which is generally a negative signal. However, the insider remains a significant shareholder (10.33%) and is actively involved in the company's governance, suggesting continued commitment. The restrictions on preferred stock conversion/transfer could stabilize the capital structure. Without further operational or financial details, a 'hold' recommendation is appropriate, awaiting more comprehensive company updates.

Keywords

OceanPal Inc., Abra Marinvest Inc., Ioannis Zafirakis, Schedule 13D/A, beneficial ownership, common stock, preferred stock, Series C Preferred Stock, Series D Preferred Stock, PIPE transaction, shareholder covenant, equity ownership, SEC filing