OceanPal (OP) 6-K Oceanpal Inc. Announces Pricing of Approximately US$12.5 Million

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 January 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 1.1 is a copy of the Underwriting Agreement dated January 20, 2022 between OceanPal Inc. (the "Company"), Tuscany Shipping Corp.,4 Sweet Dreams S.A., Abra Marinvest Inc., and Maxim Group LLC.

Attached to this Report on Form 6-K as Exhibit 4.1 is a is a copy of the form of Class A Warrant.

Attached to this Report on Form 6-K as Exhibit 4.2 is a copy of the form of Pre-Funded Warrant.

Attached to this Report on Form 6-K as Exhibit 99.1 is a press release dated January 21, 2022 of the Company titled "OceanPal Inc. Announces Pricing of Approximately US$12.5 Million Underwritten Public Offering."

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)
By:	/s/ Eleftherios Papatrifon Eleftherios Papatrifon
Date: January 25, 2022