| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On July 21, 2026, Odyssey Marine Exploration, Inc. (the “Company”) was notified by the Listing Qualifications Department of the Nasdaq Capital Market (“Nasdaq”) that the Company did not satisfy the $1.00 minimum bid price requirement for 30 consecutive business days, as required under Nasdaq Listing Rule 5550(a)(2). In accordance with the Nasdaq Listing Rules, the Company has a 180-calendar day period, ending January 19, 2027, to regain compliance with the minimum bid price requirement. To become compliant, the Company must evidence a closing bid price of at least $1.00 per share of its common stock for a minimum of ten consecutive business days.
If the Company does not regain compliance with the minimum bid price requirement by January 19, 2027, the Company may be eligible for an additional 180-calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and would need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period. If it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for the additional compliance period, Nasdaq will provide written notice to the Company that its securities are subject to delisting, and at that time the Company may appeal the delisting determination to a hearing panel. The notice has no immediate impact on the listing of the Company’s securities on Nasdaq.
As previously disclosed on June 1, 2026, the Company’s stockholders approved a reverse stock split of the Company’s common stock at a ratio in the range of 1-for-20 and 1-for-25 (the “Reserve Stock Split”). The Company expects that the Reverse Stock Split will enable it to regain compliance with the Nasdaq Listing Rules prior to the effective time of the merger with American Ocean Minerals Corporation (“AOM”) previously disclosed on April 8, 2026.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements based upon Odyssey’s and AOM’s current expectations. This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by terminology such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “project,” “plan,” “expect,” “goal,” “seek,” “future,” “likely,” or the negative or plural of these words or similar expressions. These statements are only predictions. Odyssey and AOM have based these forward-looking statements largely on their then-current expectations and projections about future events, as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond each of Odyssey’s and AOM’s control, and actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) the risk that the conditions to the closing or consummation of the proposed Merger are not satisfied, including the failure to obtain stockholder approval for the proposed Merger; (ii) uncertainties as to the timing of the consummation of the proposed Merger and the ability of each of Odyssey and AOM to consummate the transactions contemplated by the proposed Merger; (iii) risks related to Odyssey’s and AOM’s ability to
