Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 September 2024

Commission File Number: 001-32458

DIANA SHIPPING INC.

(Translation of registrant's name into English)

Pendelis 16, 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 [ ]

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INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On September 9, 2024, Diana Shipping Inc. (the “Company”) and Maxim Group LLC (“Maxim”) entered into Amendment No. 2 to the Equity Distribution Agreement dated April 23, 2021, and amended July 9, 2021, between Maxim and the Company (the “Agreement”).

Attached hereto as Exhibit 1.1 is a copy of the Agreement dated September 9, 2024, by and between the Company and Maxim.

Attached hereto as Exhibit 5.1 is the opinion of Seward & Kissel LLP relating to the common shares.

The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company's registration statements on Form F-3 (File Nos. 333-256791 and 333-266999) that were filed with the U.S. Securities and Exchange Commission and became effective on July 9, 2021 and September 16, 2022, respectively.

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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.

	DIANA SHIPPING INC.
	(registrant)
Dated: September 9, 2024	By:	/s/ Anastasios Margaronis
		Anastasios Margaronis
		President

Exhibit 1.1

AMENDMENT NO. 2

to

Equity Distribution Agreement

dated April 23, 2021, as amended on July 9, 2021

by and between

Diana Shipping Inc. (the “Company”)

and

Maxim Group LLC (the “Sales Agent”)

Dated: September 9, 2024

WHEREAS, the Company and the Sales Agent entered into an Equity Distribution Agreement dated April 23, 2021, as amended on July 9, 2021 (the “Agreement”); and

WHEREAS, the Company and the Sales Agent wish to amend the Agreement as set forth herein.

NOW, THEREFORE, the Agreement is hereby amended, effective as of September 9, 2024, as follows:

	1.		Section 1(a)(i) of the Agreement (Representations and Warranties of the Company) is hereby amended to replace the reference to “File No. 333- 256791” in the first line thereof with “File No. 333-280693”.
	2.	Section 1(a)(i) of the Agreement (Representations and Warranties of the Company) is hereby amended to replace the reference to “June 4, 2021” in the second line thereof with “September 9, 2024”.
	3.	Section 3(a)(viii) of the Agreement (Purchase, Sale and Delivery of Shares) is hereby amended and restated in its entirety as follows:   (viii)  All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the first full Trading Day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "Settlement Date." On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds from the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent (i) to the Agent or its designee's account (provided the Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company ("DTC") or (ii) by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases (provided that such Shares were sold pursuant to the Registration Statement) shall be freely tradable, transferable, registered shares in good deliverable form, in return for payment in same day funds delivered to an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds on any Settlement Date for the shares delivered by the Company, the Agent will pay the Company interest based on the effective prime rate until such proceeds, together with such interest, have been fully paid.
	4.		Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect.
		[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 as of the date first above written.

DIANA SHIPPING INC.
By:	/s/ Ioannis Zafirakis
Name:	Ioannis Zafirakis
Title:	Director, Chief Financial Officer, Chief Strategy Officer, Treasurer & Secretary
MAXIM GROUP LLC
By:	/s/Lawrence C. Glassberg
Name:	Lawrence C. Glassberg
Title:	Co-Head of Investment Banking, Executive Managing Director

Exhibit 5.1

	Seward & Kissel llp ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004
	TELEPHONE: [phone] FACSIMILE: [phone] WWW.SEWKIS.COM		901 K Street, NW WASHINGTON, D.C. 20001 TELEPHONE: [phone] FACSIMILE: [phone]
		September 9, 2024

Diana Shipping Inc.

Pendelis 16

175 64 Palaio Faliro

Athens, Greece

Re: Diana Shipping Inc.

Ladies and Gentlemen:

We have acted as counsel to Diana Shipping Inc. (the “Company”) in connection with (i) the Company’s at-the-market offering (the “Offering”) of shares of its common stock, par value $0.01 per share, having an aggregate offering price of up to US$200,000,000 (the “Shares”), which Shares include related preferred stock purchase rights (the “Preferred Share Purchase Rights”); (ii) the Equity Distribution Agreement, dated April 23, 2021, as amended on July 9, 2021 and September 9, 2024 (the “Equity Distribution Agreement”), between the Company and Maxim Group LLC, as agent (the “Agent”), including any amendments or supplements thereto, pursuant to which the Company may offer the Shares through the Agent, from time to time; (iii) the preparation of the Company’s registration statement on Form F-3 (File No. 333-280693), declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on September 9, 2024 (the “Registration Statement”); (iv) a prospectus included therein (the “Base Prospectus”) and (v) a prospectus supplement thereto dated September 9, 2024 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”).

We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Equity Distribution Agreement, (ii) the Registration Statement, (iii) the Base Prospectus, (iv) the Prospectus Supplement, (v) the Stockholders Rights Agreement dated February 2, 2024, as amended, relating to the Preferred Share Purchase Rights (the “Rights Agreement”) and (vi) such corporate documents and records of the Company and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete the execution of documents. As to various questions of fact that are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors of the Company and others.

We have further assumed for the purposes of this opinion, without investigation, that (i) all documents contemplated by the Prospectus to be executed in connection with the Offering have been duly authorized, executed and delivered by each of the parties thereto other than the Company, and (ii) the terms of the Offering comply in all respects with the terms, conditions and restrictions set forth in the Prospectus and all of the instruments, agreements and other documents relating thereto or executed in connection therewith.

In connection with our opinion expressed below, we have assumed that, at or prior to the time of the delivery of any of the Shares, there will not have occurred any change in the law or the facts affecting the validity of the Shares.

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With respect to the Shares, we have assumed that, as of each and every time any of the Shares are issued in accordance with the Equity Distribution Agreement, the Company will have a sufficient number of authorized and unissued Shares available for issuance under its Amended and Restated Articles of Incorporation, as amended.

Based upon and subject to the foregoing, and having regard to such other legal considerations which we deem relevant, we are of the opinion that:

	1.	The Shares and the Preferred Share Purchase Rights have been duly authorized by the Company.
	2.	The Shares, when issued, sold and paid for as contemplated in the Prospectus and Equity Distribution Agreement, will be validly issued, fully paid and non-assessable.
	3.	When the Shares are issued, sold and paid for as contemplated in the Prospectus and Equity Distribution Agreement, the related Preferred Share Purchase Rights will constitute binding obligations of the Company in accordance with the terms of the Rights Agreement.

The foregoing opinions are subject in each case to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer, fraudulent conveyance or other similar laws affecting generally the enforceability of creditors’ rights from time to time in effect and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, including application of principles of good faith, fair dealing, commercial reasonableness, materiality, unconscionability and conflict with public policy and other similar principles.

This opinion is limited to the laws of the State of New York, the federal laws of the United States of America, and the laws of the Republic of the Marshall Islands as in effect on the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Report on Form 6-K to be filed with the Commission on the date hereof, and to each reference to us and the discussions of advice provided by us under the headings “Legal Matters” in the Prospectus, without admitting we are “experts” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder with respect to any part of the Registration Statement or Prospectus.

	Very truly yours,
	/s/ Seward & Kissel LLP

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