Odyssey Marine Exploration Files S-1/A Amendment

TL;DR

Odyssey Marine Exploration (OMEX) filed an S-1/A. Looks like they're updating their stock registration.

AI Summary

Odyssey Marine Exploration, Inc. filed an S-1/A amendment on June 7, 2024, for its registration statement. The company, formerly known as Universal Capital Corp, is incorporated in Nevada and headquartered in Tampa, Florida. This filing relates to the registration of securities under the Securities Act of 1933.

Why It Matters

This S-1/A filing indicates an update to Odyssey Marine Exploration's securities registration, which could signal upcoming stock offerings or changes in their capital structure.

Risk Assessment

Risk Level: medium — S-1/A filings often precede significant corporate actions like stock offerings, which can introduce volatility and dilution risk.

Key Numbers

• 333-279720 — SEC File Number (Identifies the registration statement)
• 1231 — Fiscal Year End (Indicates the company's financial year closing date)

Key Players & Entities

• Odyssey Marine Exploration, Inc. (company) — Registrant
• Universal Capital Corp (company) — Former company name
• Mark D. Gordon (person) — Chief Executive Officer
• Susan Fennessey, Esq. (person) — Agent for service
• David M. Doney, Esq. (person) — Legal counsel
• 333-279720 (dollar_amount) — SEC File Number
• 20240607 (dollar_amount) — Date of change

FAQ

Key Financial Figures

• $4.98 — stock on the Nasdaq Capital Market was $4.98 per share. Investing in our common st
• $804,000 — 31, 2023, our revenue and net loss were $804,000 and $3.9 million, respectively. For the
• $3.9 m — revenue and net loss were $804,000 and $3.9 million, respectively. For the three mont
• $203,000 — , 2024, our revenue and net income were $203,000 and $921,000, respectively. Our corpo
• $921,000 — evenue and net income were $203,000 and $921,000, respectively. Our corporate offices
• $250 million — ock held by non-affiliates is more than $250 million measured on the last business day of ou
• $100 million — ter, or our annual revenue is more than $100 million during the most recently completed fisc
• $700 million — ock held by non-affiliates is more than $700 million measured on the last business day of ou
• $3.9 million — on except for 2004. Our net losses were $3.9 million in 2023 and $30.0 million in 2022. Even
• $30.0 million — et losses were $3.9 million in 2023 and $30.0 million in 2022. Even if we do generate operati

Filing Documents

• d829856ds1a.htm (S-1/A) — 204KB
• d829856dex501.htm (EX-5.01) — 6KB
• d829856dexfilingfees.htm (EX-FILING FEES) — 14KB
• g829856g0522093558810.jpg (GRAPHIC) — 5KB
• g829856g56m26.jpg (GRAPHIC) — 4KB
• 0001193125-24-157610.txt ( ) — 239KB

Use of Proceeds

Use of Proceeds 8 Private Placement of Note and Warrants 8 Selling Stockholders 9 Plan of Distribution 10 Legal Matters 11 Experts 11 Where You Can Find More Information 11 Information Incorporated by Reference 12 i Table of Contents About This Prospectus This prospectus is part of the registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a shelf registration process. Under this shelf registration process, the selling stockholders may, from time to time, offer and sell certain shares of our common stock in one or more offerings. When a selling stockholder sells shares of common stock under this shelf registration process, we may provide a prospectus supplement that will contain more specific information about the terms of such offering. The prospectus supplement may also add to, update, or change any of the information contained in this prospectus. You should carefully read this prospectus, any accompanying prospectus supplement, and any free writing prospectuses we have prepared or authorized as well as the information incorporated in this prospectus or any accompanying prospectus supplement by reference. See Incorporation by Reference. Any information in any accompanying prospectus supplement, any free writing prospectus, or any subsequent material incorporated herein or therein by reference will supersede the information in this prospectus or any earlier prospectus supplement. This prospectus contains summaries of certain provisions in some of the documents described herein, but reference is hereby made to the actual documents for complete information. All of the summaries are qualified in their entirety by reference to the complete text of the actual documents. Copies of some of the documents referred to herein have been filed or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copie

Forward-Looking Statements

Forward-Looking Statements This prospectus and the documents incorporated by reference into this prospectus contain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) that are based on current expectations, estimates and projections about our industry, managements beliefs, and assumptions made by management. Words such as expect, anticipate, intend, plan, believe, seek, estimate, other similar expressions, and the negative of such words are intended to identify forward-looking statements but are not the exclusive means of identifying forward-looking statements in this prospectus. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any forward-looking whether as a result of new information, future events, or otherwise, except as otherwise required by law. iii Table of Contents Prospectus Summary This summary highlights information contained in other parts of this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of our common stock, and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus, any accompanying prospectus supplement, any applicable free writing prospectus and the documents incorporated by reference herein and therein. You should read all such documents carefully, especially the risk factors and our financial statements and the related no

Risk Factors

Risk Factors You should carefully consider the following risks and all other information contained in this prospectus and the documents incorporated by reference before you decide to buy our common stock. We have included a discussion of each material risk that we have identified as of the date of this prospectus. However, additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition, or operating results could suffer. If this occurs, the trading price of our common stock could decline, and you could lose all or part of the money you paid to buy our common stock. We face risks related to the recent restatement of our financial information and the material weaknesses in our internal control over financial reporting. We are subject to various SEC reporting and other regulatory requirements. Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud and material errors in transactions and to fairly present financial statements. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing we conduct in connection with Section 404 of the Sarbanes-Oxley Act, or the subsequent testing by our independent registered public accounting firm when required, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retrospective changes to our consolidated financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which

View Full Filing

View this S-1/A filing on SEC EDGAR