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 25, 2025, an unregistered sale of equity securities. The filing does not disclose specific details regarding the number of securities sold, the price, or the purchasers involved in this transaction.

Why It Matters

This filing indicates a potential dilution of existing shares or a capital raise through non-public channels, which could impact the stock's value.

Risk Assessment

Risk Level: medium — Unregistered sales can signal financial distress or a need for capital, and the lack of public details raises concerns about the terms and impact on existing shareholders.

Key Players & Entities

• ODYSSEY MARINE EXPLORATION, INC. (company) — Registrant
• September 25, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of Incorporation
• 205 S. Hoover Blvd. Suite 210 Tampa, Florida 33609 (address) — 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
• $2,844,112 — investors converted (a) an aggregate of $2,844,112 of indebtedness under the March 2023 No
• $684,661 — 's common stock and (b) an aggregate of $684,661 of indebtedness under the December 2023
• $3.14 million — d December 2023 Notes are approximately $3.14 million and $3.05 million, respectively. SIGN
• $3.05 m — tes are approximately $3.14 million and $3.05 million, respectively. SIGNATURES Pur

Filing Documents

• d65794d8k.htm (8-K) — 23KB
• 0001193125-25-225114.txt ( ) — 134KB
• omex-20250925.xsd (EX-101.SCH) — 3KB
• omex-20250925_lab.xml (EX-101.LAB) — 18KB
• omex-20250925_pre.xml (EX-101.PRE) — 11KB
• d65794d8k_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 24, 2025, investors converted (a) an aggregate of $2,844,112 of indebtedness under the March 2023 Notes into 2,236,587 shares of the Company's common stock and (b) an aggregate of $684,661 of indebtedness under the December 2023 Notes into 531,478 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 50,384,858 shares of common stock outstanding, and the remaining balances of the March 2023 Notes and December 2023 Notes are approximately $3.14 million and $3.05 million, respectively.

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 30, 2025 By: /s/ Mark D. Gordon Mark D. Gordon Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR