Form 8-K - Current report

NASDAQ false 0000798528 0000798528 2024-09-05 2024-09-05

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 5, 2024

 

 

ODYSSEY MARINE EXPLORATION, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada		001-31895		84-1018684
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

205 S. Hoover Blvd., Suite 210

Tampa, Florida 33609

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: [phone]

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		OMEX		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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Item 1.01.

Entry Into a Material Definitive Agreement.

On March 6, 2023, Odyssey Marine Exploration, Inc. (“Odyssey”) entered into a Note and Warrant Purchase Agreement with an institutional investor (the “Initial Investor”) pursuant to which Odyssey issued and sold to the Initial Investor a promissory note in the original principal amount of $14.0 million (the “Initial Note”) and a Warrant to Purchase Common Stock (the “Initial Warrant”). Under the terms of the Initial Note, all indebtedness thereunder was to become due and payable on September 6, 2024. The Initial Investor thereafter assigned a portion of the interests in the Initial Note and the Initial Warrant to a limited number of other parties (together with the Initial Holder, the “Current Holders”).

On September 5, 2024, Odyssey and the Current Holders entered into separate amendments pursuant to which the maturity date of all the indebtedness originally represented by the Initial Note was extended from September 6, 2024, to December 6, 2024. In connection with the amendments, Odyssey also agreed to repay an aggregate amount of $3.0 million of the principal outstanding to the Current Holders on or prior to September 6, 2024.

 

Item 9.01.

Financial Statements and Exhibits.

 

(a)

Financial Statements of Businesses Acquired.

  Not applicable.

 

(b)

Pro Forma Financial Information.

  Not applicable.

 

(c)

Shell Company Transactions.

  Not applicable.

 

(d)

Exhibits.

  Not applicable.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				ODYSSEY MARINE EXPLORATION, INC.
Dated: September 6, 2024				By:		/s/ Mark D. Gordon
						Mark D. Gordon
						Chairman and Chief Executive Officer

Document and Entity Information	Sep. 05, 2024
Cover [Abstract]
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0000798528
Document Type	8-K
Document Period End Date	Sep. 05, 2024
Entity Registrant Name	ODYSSEY MARINE EXPLORATION, INC.
Entity Incorporation State Country Code	NV
Entity File Number	001-31895
Entity Tax Identification Number	84-1018684
Entity Address, Address Line One	205 S. Hoover Blvd.
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33609
City Area Code	(813)
Local Phone Number	876-1776
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	OMEX
Entity Emerging Growth Company	false

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