Odyssey Marine (NASDAQ: OMEX) swaps 2023 note debt for common stock

Rhea-AI Filing Summary

Odyssey Marine Exploration reports that certain institutional investors have converted portions of the company’s previously issued convertible notes into common stock. On September 24, 2025, investors converted $2,844,112 of indebtedness under the March 2023 Notes into 2,236,587 shares of common stock and $684,661 of indebtedness under the December 2023 Notes into 531,478 shares of common stock. These shares were issued in a private transaction exempt from registration under Section 4(a)(2) and Rule 506 of the Securities Act. After these issuances, Odyssey Marine has 50,384,858 shares of common stock outstanding, with remaining balances of approximately $3.14 million on the March 2023 Notes and $3.05 million on the December 2023 Notes, reflecting a shift of part of its debt into equity.

Insights

Capital structure and credit analyst

Odyssey swaps part of its convertible debt for equity, reducing notes but adding new shares.

The company reports that investors converted $2,844,112 of March 2023 Notes into 2,236,587 common shares and $684,661 of December 2023 Notes into 531,478 shares on September 24, 2025. This lowers outstanding convertible debt while increasing the equity base, consistent with how these instruments are designed to work.

After these transactions, Odyssey Marine states that 50,384,858 common shares are outstanding, and that the remaining principal on the March 2023 and December 2023 Notes is approximately $3.14 million and $3.05 million, respectively. The filing does not detail any cash proceeds, as the conversions are described as exchanges of indebtedness into stock under existing terms.

For capital structure, the key elements are the reduced note balances and the larger share count, which together shift part of the company’s financing mix toward equity. Subsequent disclosures in future reports can clarify whether additional conversions occur and how much note principal ultimately remains outstanding.

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 →

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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 25, 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, (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

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 30, 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 institutional investors converted portions of its March 2023 and December 2023 convertible notes into new shares of common stock, reducing note balances and increasing the number of shares outstanding.

How much of Odyssey Marine Exploration's March 2023 Notes were converted?

Investors converted $2,844,112 of indebtedness under the March 2023 Notes into 2,236,587 shares of Odyssey Marine Exploration common stock.

How much of Odyssey Marine Exploration's December 2023 Notes were converted?

Investors converted $684,661 of indebtedness under the December 2023 Notes into 531,478 shares of Odyssey Marine Exploration common stock.

How many Odyssey Marine Exploration (OMEX) shares are now outstanding?

After giving effect to these conversions, Odyssey Marine Exploration reports that it has 50,384,858 shares of common stock outstanding.

What are the remaining balances on Odyssey Marine Exploration's convertible notes?

Following the conversions, the remaining principal balances are approximately $3.14 million on the March 2023 Notes and $3.05 million on the December 2023 Notes.

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

No. Odyssey Marine Exploration states that the issuance and sale of the common shares upon conversion were exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 thereunder.

What type of securities did Odyssey Marine Exploration originally issue in 2023?

In 2023, Odyssey Marine Exploration issued convertible promissory notes totaling $14.0 million in March and $6.0 million in December, together with warrants to purchase an aggregate of 3,703,710 and 1,623,330 common shares, respectively.