Sec Form 13D Filing - Abra Marinvest Inc. filing for OceanPal Inc. (OP) - 2024-09-18

OceanPal Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

Y6430L202

(CUSIP Number)

 

Attn: Ms. Margarita Veniou

Pendelis 26, 175 64 Palaio Faliro

Athens, Greece

+ 30-210-9485-360

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

 

September 11, 2024

(Date of Event Which Requires Filing of this Statement)

CUSIP No.

Y6430L202

 

1.

NAME OF REPORTING PERSONS

 

 

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

 

 

 

 

 

 

Ioannis Zafirakis

 

 

 

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

 

 

(a)

[_]

 

 

(b)

[x]

3.

SEC USE ONLY

 

 

 

 

 

 

4.

SOURCE OF FUNDS

 

 

 

 

 

 

 

OO

 

 

 

 

 

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

[_]

 

 

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

 

 

Greece

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

 

 

 

7.

SOLE VOTING POWER

 

 

 

 

 

 

 

0

 

 

 

 

 

 

8.

SHARED VOTING POWER

 

 

 

 

 

 

 

6,871,450

 

 

 

 

 

 

9.

SOLE DISPOSITIVE POWER

 

 

 

 

 

 

 

0

 

 

 

 

 

 

10.

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

 

6,871,450

 

 

 

 

 

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

 

6,871,450

 

 

 

 

 

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[_]

 

 

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

 

47.97%

 

 

 

 

 

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

 

 

IN

 

 

 

 

 

 

CUSIP No.

Y6430L202

 

1.

NAME OF REPORTING PERSONS

 

 

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

 

 

 

 

 

 

Abra Marinvest Inc.

 

 

 

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

 

 

(a)

[_]

 

 

(b)

[x]

3.

SEC USE ONLY

 

 

 

 

 

 

4.

SOURCE OF FUNDS

 

 

 

 

 

 

 

OO

 

 

 

 

 

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

[_]

 

 

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

 

Marshall Islands

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

 

 

 

7.

SOLE VOTING POWER

 

 

 

 

 

 

 

0

 

 

 

 

 

 

8.

SHARED VOTING POWER

 

 

 

 

 

 

 

6,871,450

 

 

 

 

 

 

9.

SOLE DISPOSITIVE POWER

 

 

 

 

 

 

 

0

 

 

 

 

 

 

10.

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

 

6,871,450

 

 

 

 

 

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

 

6,871,450

 

 

 

 

 

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[_]

 

 

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

 

47.97%

 

 

 

 

 

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

 

 

CO

 

 

 

 

 

 

Item 1.

Security and Issuer.

 

This Amendment No. 6 to the Schedule 13D relates to the Shares of the Issuer. The principal executive office and mailing address of the Issuer is Pendelis 26, 175 64 Palaio Faliro, Athens, Greece.

 

 

Item 2.

Identity and Background.

 

 

 

This Amendment No. 6 to the Schedule 13D is being filed on behalf of Ioannis Zafirakis (“Zafirakis”), a citizen of Greece, and Abra Marinvest Inc., a Marshall Islands corporation (“Abra”). Zafirakis and Abra are collectively referred to as the “Reporting Persons” Zafirakis is the owner of all of the issued and outstanding shares of Abra and may be deemed to have beneficial ownership of the Shares beneficially owned by Abra.

 

The principal business address for Zafirakis is Pendelis 16, 17564 Palaio Faliro, Athens, Greece. The principal business address for Abra is Pendelis 26, 17564 Palaio Faliro, Athens, Greece.

 

To the best of the Reporting Persons' knowledge, the Reporting Persons have not, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were not and are not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

 

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

 

 

Pursuant to the Issuer’s 2021 Equity Incentive Plan, as amended and restated, 3,648 awarded Series C Convertible Preferred Shares (the “Series C Preferred Stock”), have vested, of which the Reporting Persons own 634 shares of the Series C Preferred Stock, and in accordance with their terms, have become convertible at the Reporting Persons’ option, giving effect to certain ownership restrictions contained in the Series C Preferred Stock’s statement of designation, including that the shares of Series C Preferred Stock shall not be convertible into the Issuers’ Shares to the extent that such conversion would result in the Reporting Persons becoming the beneficial owner of more than 49% of the total issued and outstanding Shares.

 

As partial consideration for the Issuer’s purchase of the m/v Baltimore and m/v Melia from Diana Shipping Inc. (“Diana Shipping”), the Issuer issued shares of its 7.0% Series D Cumulative Convertible Perpetual Preferred stock (the “Series D Preferred Stock”) to Diana Shipping. Diana Shipping exercised its right to convert shares of the Series D Preferred Stock into shares of the Issuer’s Shares in accordance with the Statement of Designations defining the rights, terms and preferences of the Series D Preferred Stock. Diana Shipping distributed on December 15, 2022 and June 9, 2023, respectively, all of the common shares issued upon the conversion of certain shares of Series D Preferred Stock to its common shareholders (other than those electing to receive shares of Series D Preferred Stock) of record as of the respective distribution record dates (the “Record Dates”), on a pro rata basis (both distributions referred to as the “Distributions”). In connection with the Distributions, Diana Shipping allowed its common shareholders of record as of the Record Date to elect to receive the number of shares of Series D Preferred Stock allocable to such shareholder instead of the Shares.

 

The Reporting Persons, as common shareholders of Diana Shipping as of the Record Dates, elected to receive their Diana Shipping distribution in shares of Series D Preferred Stock. The Reporting Persons may be deemed to have beneficial ownership of Shares through their ownership of Series D Preferred Stock which may be converted into common shares at the Reporting Persons’ option, subject to certain ownership restrictions contained in the Series D Preferred Stock’s statement of designation, including that shares of the Series D Preferred Stock shall not be convertible into the Issuer’s common shares to the extent that such conversion would result in the Reporting Persons becoming the beneficial owner of more than 49% of the total issued and outstanding common Shares.

On September 11, 2024, 9,442 shares of Series D Preferred Stock were issued to the Reporting Persons as partial consideration for the Issuer’s purchase of the m/t Zeze Start for an aggregate purchase price of $27.0 million from an e ntity controlled by Zafirakis.

 

 

Item 4.

Purpose of Transaction.

 

 

 

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, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

The Reporting Persons acquired the Shares in connection with the Issuer’s equity awards and the Distributions as described herein solely for investment purposes. The Reporting Persons, at any time and from time to time, may acquire additional Shares, including in connection with the provision of any services or other strategic transactions with the Issuer, 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.

 

 

 

Item 5.

Interest in Securities of the Issuer.

 

 

 

(a. & b.) As of September 11, 2024, the Issuer had 7,451,977 Shares outstanding. Based on the foregoing, the Reporting Persons report beneficial ownership of the following Shares:

 

Abra is the record holder of (i) 10,137 shares of Series D Preferred Stock, convertible into an aggregate of 6,466,985 Shares, representing 45.15% of the Issuer’s issued and outstanding Shares and (ii) 634 shares of Series C Preferred Stock, convertible into an aggregate of 404,465 Shares, representing 2.82% of the Issuer’s issued and outstanding Shares, both of which Zafirakis indirectly may be deemed to beneficially own, as the result of his ability to control the vote and disposition of the Shares through his control of Abra. The Reporting Persons are not the direct owners of any Shares of the Issuer as of the date hereof. Therefore, Zafirakis may be deemed to, indirectly, beneficially own 6,871,450 Shares, representing 47.97% of the Issuer’s issued and outstanding Shares. The Reporting Persons each have the sole power to vote or direct the vote of 0 shares and have the shared power to vote or direct the vote of 6,871,450 Shares.

 

(c.) No transactions in the Shares were effected by the Reporting Persons during the past 60 days.

 

(d.) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Shares beneficially owned by the Reporting Persons.

 

(e.) Not applicable.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

 

 

On May 17, 2024, the Issuer entered into a support agreement (the “Support Agreement”) with Sphinx Investment Corp. (“Sphinx”) pursuant to which the Issuer agreed not to convert, among other securities, preferred shares held by its directors and officers into common shares from the time of the execution of the Support Agreement to the first anniversary thereof.

 

 

Item 7.

Material to be Filed as Exhibits.

 

 

 

Exhibit A Joint Filing Agreement (previously filed).

 

 

September 18, 2024

 

 

(Date)

Abra Marinvest Inc.

By

 

/s/ Ioannis Zafirakis

 

 

Ioannis Zafirakis

 

 

Authorized Representative

 

 

 

 

 

 

 

 

 

 

 

/s/ Ioannis Zafirakis

 

 

Ioannis Zafirakis