UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.02. | Item 3.02 Unregistered Sales of Equity Securities. |
As previously reported, (a) on March 6, 2023, Odyssey Marine Exploration, Inc. (the “Company”) entered into a Note and Warrant Purchase Agreement (as amended, the “March 2023 Purchase Agreement”) with institutional investors pursuant to which the Company issued promissory notes (as amended, the “March 2023 Notes”) in the aggregate principal amount of $14.0 million and warrants to purchase shares an aggregate of 3,703,704 shares of the Company’s common stock; and (b) on December 23, 2024, the Company entered into a Securities Purchase Agreement (as amended, the “December 2024 Purchase Agreement”) pursuant to which the Company issued and sold an aggregate of 7,377,912 shares of common stock to certain accredited investors. The December 2024 Purchase Agreement further provides the investors with the right, but not the obligation, to purchase an additional 7,220,141 shares of common stock at a purchase price of $1.10 per share.
On July 28, 29, and 31, 2025, investors converted an aggregate of $1,000,000 of indebtedness under the March 2023 Notes into 909,090 shares of the Company’s common stock and elected to purchase 4,018,033 shares of the Company’s common stock under the December 2024 Purchase Agreement for an aggregate purchase price of $4,419,836 in cash. The issuance and sale of the shares of common stock were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 thereunder. After giving effect to these issuances, the Company has 39,134,525 shares of common stock outstanding.
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: August 1, 2025 | By: | /s/ Mark D. Gordon | ||||
| Mark D. Gordon | ||||||
| Chief Executive Officer | ||||||