SVRN Faces Nasdaq Delisting Over Unfiled 2025 Annual Report

SVRN, Inc., the Nasdaq-listed digital asset treasury company formerly known as OceanPal Inc. (SVRN ), said in an October 30, 2026 announcement that it received a letter that day from the Listing Qualifications Department of The Nasdaq Stock Market LLC stating that the company had not met the terms of an exception previously granted by Nasdaq staff because it had not filed its Annual Report on Form 20-F for the year ended December 31, 2025 by October 27, 2026. The letter stated that, as a result, the company’s securities are subject to delisting under Nasdaq Listing Rule 5250(c)(1).

According to the company, a hearing request in a filing-delinquency matter stays the suspension of its securities for 15 days from the date of the request unless the Nasdaq panel grants a further stay. SVRN plans to request a hearing on or before November 6, 2026, and will ask the panel to extend the stay pending the conclusion of the hearings process. The company cautioned that there can be no assurance the panel will grant an extended stay or that SVRN will ultimately maintain its Nasdaq listing. Its shares are expected to continue trading on The Nasdaq Capital Market at least through the 15-day stay period and, if the extended stay is granted, through the panel’s decision process.

SEC Consultation on Equity-Linked Instruments

Under the oversight of its Audit Committee, SVRN submitted on October 29, 2026 a pre-filing consultation to the SEC’s Office of the Chief Accountant on the classification of certain of its equity-linked instruments, including its Preferred Stock and certain outstanding warrants, which the company said are relevant to completing the 2025 Annual Report.

The company said it elected to pursue the pre-filing consultation to obtain the SEC staff’s views on its proposed accounting treatment for 2025, which, other than the reclassification of its Series C and Series D Preferred Stock to temporary equity, is consistent with the presentation in its previously issued financial statements. SVRN expects to reflect that reclassification as a revision of prior-period amounts in the 2025 Annual Report. It added that if the consultation produces an unfavorable outcome, it is possible the company will need to further revise or restate its previously issued financial statements for prior reporting periods, and that the timing of the Office of the Chief Accountant’s response is not within its control. SVRN said it is working with technical advisors to complete the process and intends to file the 2025 Annual Report as promptly as practicable after the consultation concludes and within any period the panel grants.

The company also expects that it will not meet the December 31, 2026 deadline under Nasdaq Listing Rule 5250(c)(2) for furnishing its interim financial information for the six months ended June 30, 2026, because completion of that report depends on resolution of the accounting treatment under consultation with the Office of the Chief Accountant.

Filing-Delay Timeline

The delay traces to the company’s transformation during 2025. In a Form 12b-25 notification of late filing filed on April 30, 2026 and signed by Co-Chief Executive Officer Salvatore Ternullo, the company, then OceanPal Inc., stated that it could not file its Annual Report on Form 20-F for the fiscal year ended December 31, 2025 by the prescribed due date without unreasonable effort or expense. The notification described the company’s shift during that fiscal year from a shipping operating company into a digital asset treasury vehicle holding NEAR Protocol native tokens through its wholly-owned subsidiary SovereignAI Services LLC, and identified substantial new accounting matters not present in the prior year’s financial statements, including the initial recognition, custody, and subsequent measurement of digital assets held as treasury reserves and the recognition and measurement of staking rewards under two distinct operating models in effect during fiscal 2025.

The April 30, 2026 filing also stated that the company anticipated significant changes in its results of operations for fiscal 2025 compared with the prior fiscal year, citing a material decrease in vessel-related revenues, voyage expenses, and depreciation following the divestiture of its vessel-owning subsidiaries; recognition of staking rewards on its digital asset treasury and new categories of operating expense, including digital asset custody fees, validator operating costs, and professional fees associated with the transformation; and gain or loss on vessel disposals, accounting for digital assets under applicable accounting standards, and stock-based compensation expense associated with preferred share issuances during the year. Preliminary unaudited financial information for fiscal 2025 had been furnished on Form 6-K on March 26, 2026, and the notification noted that final audited results would differ from the preliminary information because the company’s independent registered public accounting firm had not yet completed its audit procedures.

On May 19, 2026, the company received a delinquency notification from Nasdaq’s Listing Qualifications Department for non-compliance with Listing Rule 5250(c)(1) as a result of the unfiled Form 20-F. In a May 22, 2026 announcement filed as an exhibit to a Form 6-K, the company said the notification had no immediate effect on the listing or trading of its common shares on the Nasdaq Capital Market and gave it 60 calendar days, until July 20, 2026, to submit a plan to regain compliance. If Nasdaq accepted the plan, the company could be granted an exception of up to 180 calendar days from the Form 20-F’s original due date, or until October 27, 2026, to regain compliance. On August 24, 2026, Nasdaq staff granted the company an exception through October 27, 2026, the deadline the October 30, 2026 letter stated the company had missed.

SVRN said the filing delay does not affect its operations, which continue across its validator and staking operations and its FastNEAR network infrastructure business, and that it will continue to keep stakeholders updated with material developments through appropriate disclosures.

SEC registrant records identify the company as SVRN, Inc., incorporated in the Marshall Islands with principal executive offices in Athens, Greece, a non-accelerated filer and emerging growth company that carried the former name OceanPal Inc. until August 27, 2026. The company’s press-release archive records an August 3, 2026 announcement of its exit from shipping, with retirement of all Series C Preferred Stock and elimination of all outstanding debt, and an August 27, 2026 announcement of the completion of its corporate transformation.