Odyssey Marine Exploration Inc 8-K, filed Sep 23, 2025
Odyssey Marine Exploration Inc (OMEX)
About this 8-K
Odyssey Marine Exploration Inc filed this 8-K on September 23, 2025, reporting on events of September 18, 2025.
Items reported
- Item 3.02: Unregistered sale of equity
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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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 with institutional investors pursuant to which the Company issued convertible 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 3,703,710 shares of the Company’s common stock, and (b) on December 1, 2023, the Company entered into a Note and Warrant Purchase Agreement with institutional investors pursuant to which the Company issued convertible promissory notes (as amended, the “December 2023 Notes”) in the aggregate principal amount of $6.0 million and warrants to purchase shares an aggregate of 1,623,330 shares of the Company’s common stock.
On September 3 and 11, 2025, investors converted an aggregate of $830,846 of indebtedness under the March 2023 Notes into 698,714 shares of the Company’s common stock. On August 26 and September 3 and 18, 2025, investors converted an aggregate of $1,520,254 of indebtedness under the December 2023 Notes into 1,279,637 shares of the Company’s common stock. 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 47,616,793 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: September 23, 2025 | By: | /s/ Mark D. Gordon | ||||
| Mark D. Gordon | ||||||
| Chief Executive Officer | ||||||