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 August 2022

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 [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ].

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ].

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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 August 2, 2022 of OceanPal Inc. (the "Company"), announcing the Company’s financial results for the second quarter and six months ended June 30, 2022 .

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: August 2, 2022
	By:	/s/ Ioannis Zafirakis
		Ioannis Zafirakis
		Chief Financial Officer

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. REPORTS FINANCIAL RESULTS FOR THE SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2022;

DECLARES A CASH DIVIDEND OF $0.01 PER SHARE

ATHENS, GREECE, August 2, 2022 – OceanPal Inc. (NASDAQ: OP) (the “Company”), a global shipping company specializing in the ownership of vessels, today reported net income of $648 thousand and net income attributed to common stockholders of $157 thousand for the second quarter of 2022. Time charter revenues for the same period were $4.6 million.

Net income for the six months ended June 30, 2022 amounted to $1.1 million and net loss attributed to common stockholders amounted to $277 thousand. Time charter revenues for the same period were $8.3 million.

Dividend Declaration

The Company declared a cash dividend on its common stock of $0.01 per share for the second quarter ended June 30, 2022. The cash dividend will be payable on or about August 31, 2022 to all common shareholders of record as of August 12, 2022. The Company has 29.83 million shares of common stock issued and outstanding. Holders of the Company’s Class A Warrants as of August 12, 2022 will also receive a cash payment in the amount of $0.01 for each common share that such holder would be entitled to receive upon exercise of their Class A Warrants. As of August 1, 2022 there are Class A Warrants exercisable for an aggregate of 14.47 million common shares.

	Fleet Employment Profile (As of August 2, 2022)
	OceanPal Inc.’s fleet is employed as follows:
	Vessel	Sister Ships*	Gross Rate (USD Per Day)	Com**	Charterers	Delivery Date to Charterers***	Redelivery Date to Owners****	Notes
	BUILT    DWT
	2 Panamax Bulk Carriers
1	PROTEFS	A	$10,650	5.00%	Reachy International (HK) Co., Limited	08-Feb-21	04-Jun-22	1
	2004    73,630		$9,250/$9,500	5.00%	Xianglong Shipping Co Ltd.	19-Jul-22	19-Aug-22	2
2	CALIPSO	A	$24,500	5.00%	Tongli Shipping Pte. Ltd.	10-Mar-2022	26-Jun-22
	2005    73,691		$19,600	5.00%	ETG Commodities Ltd.	02-Jul-22	02-Oct-22
	2 Capesize Bulk Carriers
3	SALT LAKE CITY		$13,000	5.00%	C Transport Maritime Ltd., Bermuda	09-Jan-21	09-Jun-22
	2005    171,810		$29,750	5.00%	Koch Shipping Pte. Ltd.	09-Jun-22	09-Oct-22 – 09-Jan-23
4	BALTIMORE		-	-	-	-	-	3
	2005    177,243
* Each dry bulk carrier is a "sister ship", or closely similar, to other dry bulk carriers that have the same letter.
** Total commission percentage paid to third parties.
*** The vessels were contributed to the Company following a spin-off transaction effected on November 29, 2021.
**** Range of redelivery dates, with the actual date of redelivery being at the Charterers' option, but subject to the terms, conditions, and exceptions of the particular charterparty. 1 Vessel on scheduled drydocking from June 7, 2022 to July 17, 2022 2 Agreed charter hire rate is subject to re-delivery port of the vessel 3 Expected date of delivery to the Company in the third quarter of 2022

Summary of Selected Financial & Other Data (unaudited)

			Three months ended June 30,2022		Six months ended June 30, 2022
STATEMENT OF OPERATIONS DATA (in thousands of US Dollars)
	Time charter revenues	$	4,566	$	8,246
	Voyage expenses		390		597
	Vessel operating expenses		1,651		2,936
	Net income and comprehensive income		648		1,062
	Net income/(loss) attributed to common stockholders		157		(277)
FLEET DATA
	Average number of vessels		3		3
	Number of vessels		3		3
	Weighted average age of vessels		17.2		17.2
	Ownership days		273		543
	Available days		246		516
	Operating days		241		498
	Fleet utilization		98%		96.5%
AVERAGE DAILY RESULTS
	Time charter equivalent (TCE) rate (1)	$	16,976	$	14,824
	Daily vessel operating expenses (2)	$	6,048	$	5,407

Non-GAAP Measures

(1) Time charter equivalent rates, or TCE rates, are defined as our time charter revenues less voyage expenses during a period divided by the number of our available days during the period, which is consistent with industry standards.  Voyage expenses include port charges, bunker (fuel) expenses, canal charges and commissions.  TCE is a non-GAAP measure.  TCE rate is a standard shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charter hire rates for vessels on voyage charters are generally not expressed in per day amounts while charter hire rates for vessels on time charters are generally expressed in such amounts.

(2) Daily vessel operating expenses, which include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses, are calculated by dividing vessel operating expenses by ownership days for the relevant period.

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.

(See financial tables attached)

OCEANPAL INC.

FINANCIAL TABLES

Expressed in thousands of U.S. Dollars, except share and per share data

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)

			Three months ended June 30, 2022		Six months ended June 30, 2022
REVENUES:
	Time charter revenues	$	4,566	$	8,246
EXPENSES:
	Voyage expenses		390		597
	Vessel operating expenses		1,651		2,936
	Depreciation		1,018		2,024
	General and administrative expenses		666		1,224
	Management fees to related parties		201		411
	Other operating income		(8)		(8)
	Operating income	$	648	$	1,062
Net income and comprehensive income		$	648	$	1,062
Dividends on series C preferred shares			(271)		(471)
Dividends on class A warrants			(144)		(868)
Undistributed earnings on class A warrants			(76)		-
Net income/(loss) attributed to common stockholders		$	157	$	(277)
Earnings/(Loss) per common share, basic			0.01		(0.01)
Earnings/(Loss) per common share, diluted		$	0.01	$	(0.01)
Weighted average number of common shares, basic			29,829,092		25,691,205
Weighted average number of common shares, diluted			29,829,092		25,691,205

	CONDENSED CONSOLIDATED BALANCE SHEET DATA
	(in thousands of U.S. Dollars)
			June 30, 2022		December 31, 2021*
ASSETS			(unaudited)
Cash and cash equivalents		$	10,989	$	1,673
Other current assets			2,844		1,527
Advances for vessel acquisitions			4,400		-
Vessels, net			44,082		45,728
Other non-current assets			810		152
Total assets		$	63,125	$	49,080
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities		$	2,207	$	931
Total stockholders' equity			60,918		48,149
Total liabilities and stockholders' equity		$	63,125	$	49,080

*The balance sheet data have been derived from the audited consolidated financial statements at that date.

OTHER FINANCIAL DATA (unaudited)
		Three months ended June 30, 2022		Six months ended June 30, 2022
Net cash provided by operating activities	$	362	$		2,374
Net cash used in investing activities	$	(4,778)	$		(4,778)
Net cash (used in)/provided by financing activities	$	(2,906)	$		11,720