Debt conversion boosts Odyssey Marine (NASDAQ: OMEX) share count

Rhea-AI Filing Summary

Odyssey Marine Exploration reports that investors converted $6,661,684 of its March 2023 convertible notes into 6,056,073 shares of common stock on August 8 and 12, 2025. These notes were originally issued under a March 2023 Note and Warrant Purchase Agreement covering $14.0 million of convertible promissory notes and related warrants. The new shares were issued in a private transaction exempt from SEC registration. After these conversions, Odyssey Marine has 45,190,598 shares of common stock outstanding, meaning part of its debt has been replaced by equity held by the converting investors.

Insights

Capital structure and corporate finance analyst

Odyssey converts over $6.6M of debt into equity, reducing liabilities while increasing share count.

Odyssey Marine Exploration reports that investors converted $6,661,684 of principal from its March 2023 convertible notes into 6,056,073 shares of common stock. This transaction reduces the face amount of outstanding debt from the original $14.0 million of March 2023 notes for the portion converted, while increasing the number of common shares in circulation.

The conversion illustrates how the March 2023 financing structure can shift the company’s obligations from fixed debt into equity ownership. The filing notes that, after giving effect to these issuances, total common shares outstanding are 45,190,598, so the converted shares represent a noticeable addition to the equity base. The shares were issued in a private placement relying on Section 4(a)(2) and Rule 506 exemptions, which is a standard approach for institutional noteholders converting into stock.

From a capital structure perspective, replacing part of the notes with common shares removes corresponding indebtedness while spreading ownership over a larger number of shares. The overall effect for stakeholders depends on the remaining balance of the March 2023 notes and any future conversions or warrant exercises, which would be detailed in subsequent company disclosures.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Understanding 8-K Material Events →

NASDAQ false 0000798528 0000798528 2025-08-08 2025-08-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2025

ODYSSEY MARINE EXPLORATION, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-31895		84-1018684
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

205 S. Hoover Blvd.

Suite 210

Tampa, Florida 33609

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (813) 876-1776

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		OMEX		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02. Item 3.02 Unregistered Sales of Equity Securities.

As previously reported, 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 convertible promissory notes (as amended, the “March 2023 Notes”) in the aggregate principal amount of $14.0 million and warrants to purchase an aggregate of 3,703,710 shares of the Company’s common stock.

On August 8 and 12, 2025, investors converted an aggregate of $6,661,684 of indebtedness under the March 2023 Notes into 6,056,073 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 45,190,598 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 14, 2025				By:		/s/ Mark D. Gordon
						Mark D. Gordon
						Chief Executive Officer

FAQ

What did Odyssey Marine Exploration (OMEX) announce in this report?

Odyssey Marine Exploration reported that investors converted $6,661,684 of its March 2023 convertible notes into 6,056,073 shares of common stock on August 8 and 12, 2025.

How many Odyssey Marine (OMEX) shares are now outstanding after the conversion?

After giving effect to the note conversions, Odyssey Marine states that it has 45,190,598 shares of common stock outstanding.

What was the original size of Odyssey Marine’s March 2023 convertible note financing?

The company previously issued March 2023 convertible promissory notes with an aggregate principal amount of $14.0 million, along with warrants for 3,703,710 common shares.

How many Odyssey Marine (OMEX) shares were issued in this specific conversion?

In this transaction, investors received 6,056,073 shares of Odyssey Marine’s common stock in exchange for converting $6,661,684 of note principal.

Under what securities law exemption were the new Odyssey Marine shares issued?

The issuance and sale of the common shares were exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 thereunder.

Does this conversion affect Odyssey Marine’s debt level?

Yes. Converting $6,661,684 of the March 2023 notes into equity reduces the company’s outstanding indebtedness by that principal amount while increasing its share count.