Odyssey Marine issues shares via note conversions; Dec. 2023 Notes paid

Rhea-AI Filing Summary

Odyssey Marine Exploration (OMEX) reported note conversions into equity. Between October 6–8, 2025, investors converted $2,095,618 of March 2023 Notes into 1,516,728 shares and $3,057,908 of December 2023 Notes into 2,157,497 shares. The shares were issued under Section 4(a)(2) and Rule 506 exemptions.

After these issuances, shares outstanding total 54,059,123. The December 2023 Notes have been satisfied in full, and the remaining balance of the March 2023 Notes is approximately $1.05 million. These transactions reduce debt while increasing the common share count.

Insights

Capital structure analyst

Debt reduced via equity conversions; share count increases.

Odyssey Marine converted portions of two note series into common stock, exchanging $2,095,618 and $3,057,908 of principal for 1,516,728 and 2,157,497 shares, respectively. This is a non-cash change that lowers outstanding debt and increases equity.

Post-transaction, shares outstanding are 54,059,123. The December 2023 Notes are fully satisfied, and about $1.05 million remains on the March 2023 Notes. The shares were issued under Section 4(a)(2) and Rule 506, which typically applies to private transactions.

Net impact depends on future operating performance and market absorption of the increased float. Subsequent filings can clarify any further conversions or redemptions of the remaining March 2023 balance.

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): October 7, 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 October 6, 7 and 8, 2025, investors converted (a) an aggregate of $2,095,618 of indebtedness under the March 2023 Notes into 1,516,728 shares of the Company’s common stock and (b) an aggregate of $3,057,908 of indebtedness under the December 2023 Notes into 2,157,497 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 54,059,123 shares of common stock outstanding. The remaining balance of the March 2023 Notes is approximately $1.05 million; the December 2023 Notes have been satisfied in full.

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: October 14, 2025				By:		/s/ Mark D. Gordon
						Mark D. Gordon
						Chief Executive Officer

FAQ

What did OMEX announce in this 8-K?

Investors converted $2,095,618 and $3,057,908 of notes into 1,516,728 and 2,157,497 shares of common stock, respectively.

How many OMEX shares are outstanding after the conversions?

Shares outstanding are 54,059,123 after giving effect to these issuances.

What is the status of OMEX’s March 2023 and December 2023 Notes?

The December 2023 Notes are satisfied in full; about $1.05 million remains on the March 2023 Notes.

How were the new OMEX shares issued from a regulatory standpoint?

The issuance and sale were exempt from registration under Section 4(a)(2) and Rule 506.

What are the exact share amounts issued from each note conversion?

1,516,728 shares from the March 2023 Notes and 2,157,497 shares from the December 2023 Notes.