Odyssey Marine Exploration Reports Unregistered Equity Sale

TL;DR

Odyssey Marine sold unregistered equity, details TBD.

AI Summary

Odyssey Marine Exploration, Inc. reported on September 18, 2025, an unregistered sale of equity securities. The filing does not disclose specific details regarding the number of shares, the price per share, or the total dollar amount of the transaction, nor does it name the purchasers.

Why It Matters

This filing indicates a private placement of equity, which could dilute existing shareholders or signal a need for capital by the company.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate a need for immediate capital or may involve terms unfavorable to existing shareholders.

Key Players & Entities

• ODYSSEY MARINE EXPLORATION, INC. (company) — Registrant
• September 18, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of Incorporation
• Tampa, Florida (location) — Address of Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share OMEX NASDAQ Capital Marke
• $14.0 million — ") in the aggregate principal amount of $14.0 million and warrants to purchase shares an aggr
• $6.0 million — ") in the aggregate principal amount of $6.0 million and warrants to purchase shares an aggr
• $830,846 — 25, investors converted an aggregate of $830,846 of indebtedness under the March 2023 No
• $1,520,254 — 25, investors converted an aggregate of $1,520,254 of indebtedness under the December 2023

Filing Documents

• d77088d8k.htm (8-K) — 24KB
• 0001193125-25-213431.txt ( ) — 135KB
• omex-20250918.xsd (EX-101.SCH) — 3KB
• omex-20250918_lab.xml (EX-101.LAB) — 18KB
• omex-20250918_pre.xml (EX-101.PRE) — 11KB
• d77088d8k_htm.xml (XML) — 4KB

02 Unregistered Sales of Equity Securities

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

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. O DYSSEY M ARINE E XPLORATION , I NC . Dated: September 23, 2025 By: /s/ Mark D. Gordon Mark D. Gordon Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR