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Odyssey Marine Exploration (OMEX) 8-K Filings

OMEX NASDAQ

Every 8-K that Odyssey Marine Exploration, Inc (OMEX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow OMEX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full OMEX filings page.

Rhea-AI Summary

Odyssey Marine Exploration, Inc. (OMEX) will effect a 1-for-25 reverse stock split on October 28, 2026; split-adjusted trading is scheduled to begin October 29. The split applies to holders of record at the close of business October 26 and is expected to reduce outstanding common shares from approximately 58.6 million to approximately 2.3 million. Authorized common shares will increase from 75 million to 82 million, effective October 28.

The SEC declared effective Odyssey’s Form S-4 for its proposed merger with American Ocean Minerals Corporation on October 15. Odyssey expects a special stockholder meeting on December 2 to vote on merger-related proposals, including the issuance of Odyssey shares. Completion remains subject to stockholder approval and satisfaction or waiver of other applicable closing conditions. The board also approved a 2026 Equity Incentive Plan, subject to stockholder approval.

Stockholders of record entitled to fractional shares will receive cash based on the fractional amount and the common stock’s closing price on the split’s effective date. The split also applies to common shares issuable under outstanding warrants and stock options, with proportionate exercise-price adjustments.

Rhea-AI Summary

Odyssey Marine Exploration, Inc. (OMEX) entered into an Amendment to its Note Purchase Agreement with American Ocean Minerals Corporation (AOM) on September 8, 2026, modifying existing secured financing arrangements between the parties while they pursue a pending merger. Under the original Note Purchase Agreement dated April 8, 2026, Odyssey issued and sold to AOM secured promissory notes in an aggregate principal amount of up to $5.0 million between May and July 2026, with AOM also having the option to purchase additional secured “Pre-Closing Notes” in an aggregate principal amount of up to $5.0 million. AOM purchased one such Pre-Closing Note on May 28, 2026 in the principal amount of $700,000. The notes are secured by a security interest in substantially all of Odyssey’s assets, bear interest at 8.0% per annum capitalized quarterly, and all principal and accrued interest are due on the earlier of April 8, 2027 or consummation of the proposed merger with AOM; upon an event of default on interest payments, amounts accrue interest at 11.0% per annum.

Rhea-AI Summary

Odyssey Marine Exploration, Inc. reported that Nasdaq notified the company its common stock no longer met the $1.00 minimum bid price requirement for 30 consecutive business days under Nasdaq Listing Rule 5550(a)(2). Odyssey has 180 calendar days, until January 19, 2027, to regain compliance by maintaining a closing bid of at least $1.00 per share for a minimum of ten consecutive business days.

The notice does not immediately affect the listing of Odyssey’s securities on the Nasdaq Capital Market. Stockholders previously approved a reverse stock split in a ratio range of 1-for-20 to 1-for-25, which the company expects will enable it to regain compliance before the effective time of its proposed merger with American Ocean Minerals Corporation.

Rhea-AI Summary

Odyssey Marine Exploration reported the results of its Annual Meeting of Stockholders held on June 1, 2026. Shareholders elected five directors, ratified Grant Thornton LLP as independent auditor, and approved several key governance and capital structure proposals.

Investors backed amendments to the company’s articles to change authorized capitalization and approved a reverse stock split proposal by wide margins. They also approved an equity plan proposal and, on an advisory basis, supported compensation for named executive officers, with millions of votes cast in favor on each item.

Rhea-AI Summary

Odyssey Marine Exploration is pursuing an all-stock merger with American Ocean Minerals Corporation to create what management describes as a large U.S.-controlled deep-sea critical minerals platform. The combined company would focus on polymetallic nodules containing nickel, cobalt, copper, manganese, and rare-earth elements.

The transaction is framed as a roughly billion‑dollar merger, supported by more than $230 million of equity capital, including an oversubscribed $156 million PIPE and $75 million of bridge financing. A 25‑to‑1 reverse stock split is planned before closing, and the combined entity is expected to trade on NASDAQ under the ticker AOMC.

Management highlights over 500,000 square kilometers of licensed and targeted areas, dual regulatory pathways through the Cook Islands and U.S. frameworks, and SK 1300–compliant resources exceeding 2 billion tons inferred in one license area and 417 million tons indicated in another. They emphasize existing deep‑sea operating experience, policy tailwinds for critical minerals, and a capital‑light, phased processing strategy, while cautioning that the merger remains subject to stockholder approvals, regulatory processes, and other customary closing conditions.

Rhea-AI Summary

Odyssey Marine Exploration agreed to an all-stock merger with American Ocean Minerals Corporation, creating a deep-sea critical minerals platform valued at approximately $1 billion. AOM stockholders will receive 4.5017 shares of Odyssey common stock per AOM share, with certain holders instead receiving convertible preferred shares to keep ownership below 4.99%.

The deal includes assumption of AOM PIPE warrants, a planned 25-for-1 reverse stock split, and an increase in authorized Odyssey common shares from 75 million to 750 million, subject to stockholder approval. AOM has arranged approximately $75.6 million of bridge financing and a $156.0 million PIPE, while Odyssey may issue up to $10.0 million of secured notes at 8.0% interest.

Odyssey plans to divest its Mexican phosphate business into a liquidating trust for existing shareholders, which is expected to remove about $60 million of related liabilities, and the combined company is expected to have more than $175 million in cash after closing. Multiple option and note agreements with Cook Islands–focused entities and Ocean Minerals LLC aim to consolidate large polymetallic nodule resources under a U.S.-controlled supply chain.

Rhea-AI Summary

Odyssey Marine Exploration entered into an amended and restated joint venture agreement with Capital Latinoamericano and their affiliates to continue developing a strategic fertilizer production project in Mexico through Phosagmex. Phosagmex is the joint venture entity formed in 2025, with ORM and CapLat each holding 50.0% of its equity interests. Prior steps included initial capital contributions by both parties and an agreement for ExO to assign specified mining concessions to Phosagmex if those concessions are reinstated.

Rhea-AI 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.

Rhea-AI 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.

Rhea-AI 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.

Rhea-AI 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.