Odyssey Marine (NASDAQ: OMEX) trims debt via note conversions to stock

Rhea-AI Filing Summary

Odyssey Marine Exploration reports that investors have converted portions of two series of convertible notes into common stock. On September 3 and 11, 2025, holders of the March 2023 convertible notes converted $830,846 of indebtedness into 698,714 shares of common stock. On August 26 and September 3 and 18, 2025, holders of the December 2023 convertible notes converted $1,520,254 of indebtedness into 1,279,637 shares. These shares were issued in private transactions exempt from registration under Section 4(a)(2) and Rule 506. After these issuances, Odyssey Marine has 47,616,793 shares of common stock outstanding.

Insights

Capital structure analyst

Odyssey exchanges note debt for equity, adding new shares while reducing obligations.

Odyssey Marine Exploration describes conversions of its March 2023 and December 2023 convertible notes into equity. Investors converted $830,846 of March 2023 note principal into 698,714 common shares and $1,520,254 of December 2023 note principal into 1,279,637 common shares.

These conversions lower outstanding note principal from the original $14.0M and $6.0M levels, while increasing the common share count. The filing states that, after these conversions, common shares outstanding total 47,616,793.

The transactions were effected as private offerings exempt from registration under Section 4(a)(2) and Rule 506. Actual impact on existing holders depends on how the reduced debt load and added equity exposure balance over time.

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 2025-09-18 2025-09-18

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): September 18, 2025

ODYSSEY MARINE EXPLORATION, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-31895		84-1018684
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		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, (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

FAQ

What did Odyssey Marine Exploration (OMEX) disclose in this 8-K?

Odyssey Marine Exploration disclosed that investors converted portions of its March 2023 and December 2023 convertible notes into newly issued shares of common stock.

How much March 2023 note debt did OMEX convert into common stock?

Investors converted an aggregate of $830,846 of indebtedness under the March 2023 Notes into 698,714 shares of Odyssey Marine common stock.

How much December 2023 note debt did OMEX convert into common stock?

Investors converted an aggregate of $1,520,254 of indebtedness under the December 2023 Notes into 1,279,637 shares of Odyssey Marine common stock.

How many Odyssey Marine (OMEX) shares are outstanding after these conversions?

After giving effect to the note conversions and share issuances, Odyssey Marine has 47,616,793 shares of common stock outstanding.

Were the new OMEX shares issued in a registered public offering?

No. The company states the issuance and sale of the common shares were exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506.

What are the original sizes of OMEX's March and December 2023 note financings?

The March 2023 Notes had an aggregate principal amount of $14.0 million, and the December 2023 Notes had an aggregate principal amount of $6.0 million.

Did OMEX issue warrants along with the 2023 notes?

Yes. With the March 2023 Notes, OMEX issued warrants for 3,703,710 common shares, and with the December 2023 Notes, warrants for 1,623,330 common shares.