OMEX Form 4: Exercises at $1.10, ~979k Shares Sold, Holdings Shifted to Promotora
Rhea-AI Filing Summary
Juan Antonio Carlos Cortina Gallardo, a director and sole manager of related entities, reported a series of stock exercises, sales and intercompany transfers in Odyssey Marine Exploration, Inc. (OMEX). Capital Latinoamericano, S.A. de C.V. exercised subscription rights to acquire 489,279 shares at $1.10 under a Securities Purchase Agreement. In July, Capital Latinoamericano sold 96,409, 473,591 and 409,100 shares at weighted average prices around $1.70–$1.72. CapLat transferred 1,991,998 shares to its wholly owned Promotora de Inversiones CapLat Espana S.L., which then exercised rights to acquire 1,939,468 shares, leaving Promotora with 3,931,466 shares beneficially owned indirectly.
Positive
- CapLat exercised subscription rights to acquire 489,279 shares at $1.10 under the Securities Purchase Agreement.
- Promotora de Inversiones CapLat Espana S.L. ended with 3,931,466 shares beneficially owned indirectly following assignment and exercises.
- Corporate reorganization documented via a Contribution Agreement and Assignment moved holdings into a wholly owned subsidiary, centralizing indirect ownership.
Negative
- Capital Latinoamericano sold 979,100 shares across three July transactions at weighted average prices near $1.70–$1.7245, reducing its direct holdings prior to transfer.
- Reporting person disclaims direct beneficial ownership of shares held by the affiliated entities except for pecuniary interest, which may limit clarity on direct control.
Insights
TL;DR: Large affiliated exercises, sales and an intra-group transfer materially reshaped indirect holdings, producing substantial position movement.
This Form 4 shows a mix of acquisitions via subscription rights at $1.10 and open-market disposals at roughly $1.70–$1.74, plus a contribution/assignment that moved nearly two million shares from CapLat to CapLat Espana and increased Promotora's indirect stake to 3,931,466 shares. Impact: impactful for share register composition, but mixed for valuation since purchases at $1.10 contrast with sales near $1.70; net economic exposure remains through affiliated entities. Rating: 0 (neutral).
TL;DR: Transactions are structured within related entities; disclosure clarifies indirect ownership and pecuniary interest disclaimers.
The reporting person consistently disclaims direct beneficial ownership of shares held by CapLat and CapLat Espana except to the extent of ultimate pecuniary interest, and documents a Contribution and Assignment that transferred rights and shares between affiliated vehicles. From a governance perspective this is impactful to beneficial ownership transparency and should be tracked by investors for voting and control analysis. Rating: 0 (neutral).
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| X | Subscription Right | 1,939,468 | $1.10 | $2.13M |
| X | Common Stock | 1,939,468 | $1.10 | $2.13M |
| Other | Common Stock | 1,991,998 | $0.00 | -- |
| Other | Common Stock | 1,991,998 | $0.00 | -- |
| Other | Subscription Right | 1,939,468 | $0.00 | -- |
| Other | Subscription Right | 1,939,468 | $0.00 | -- |
| Sale | Common Stock | 409,100 | $1.7029 | $697K |
| Sale | Common Stock | 473,591 | $1.7245 | $817K |
| Sale | Common Stock | 96,409 | $1.7027 | $164K |
| X | Subscription Right | 489,279 | $1.10 | $538K |
| X | Common Stock | 489,279 | $1.10 | $538K |
Footnotes (1)
- This transaction is exempted under Rule 16b-6(b). Pursuant to a Securities Purchase Agreement dated as of December 23, 2024 (the "SPA"), Capital Latinoamericano, S.A. de C.V. ("CapLat") CapLat exercised its right to acquire 489,279 shares of the issuer's common stock. The reporting person is a sole member and manager of CapLat. The reporting person disclaims any beneficial ownership of any shares held by CapLat except to the extent of his ultimate pecuniary interest. The price in Column 4 is a weighted average sale price. The prices actually received ranged from $1.6935 to $1.7456. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. The price in Column 4 is a weighted average sale price. The prices actually received ranged from $1.70 to $1.7039. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. Pursuant to a Contribution Agreement dated as of July 29, 2025, CapLat transferred all of its right title and interest in 1,991,998 shares of the issuer's common stock to its wholly owned subsidiary, Promotora de Inversiones Caplat Espana S.L. ("CapLat Espana"). The reporting person is the sole manager of CapLat Espana. The reporting person disclaims any beneficial ownership of any shares held by CapLat Espana except to the extent of his ultimate pecuniary interest. Pursuant to the SPA, and an assignment agreement between CapLat and CapLat Espana dated July 25, 2025 (the "Assignment"), CapLat Espana exercised its right to acquire 1,939,468 shares of the issuer's common stock. Pursuant the Assignment, CapLat assigned all of its right, title and interest in its option to purchase the issuer's shares of common stock to CapLat Espana.
