Current Report Filing (8-k)
May 02 2017 - 8:32AM
Edgar (US Regulatory)
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): April 10, 2017
O
DYSSEY
M
ARINE
E
XPLORATION
, I
NC
.
(Exact name of registrant as specified in its charter)
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Nevada
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001-31895
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84-1018684
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5215 West Laurel Street
Tampa, Florida 33607
(Address of Principal Executive Offices and Zip Code)
Registrants 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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
Effective as of April 10, 2017, Odyssey Marine
Exploration, Inc. (Odyssey) issued 670,455 unregistered shares of common stock to Epsilon Acquisitions LLC (Epsilon) upon conversion of indebtedness evidenced by the Convertible Promissory Note that Odyssey Marine
Enterprises, Ltd. (OME), a subsidiary of Odyssey, issued to Epsilon on March, 18 2016. The amount of indebtedness converted was $3,050,000, plus interest, and the conversion rate was $5.00 per share of common stock. As previously
disclosed in the Current Report on Form
8-K
that Odyssey filed with the Securities and Exchange Commission on January 26, 2017, conversion of the indebtedness required 75 days notice from Epsilon,
and Epsilon delivered its conversion notice on January 25, 2017.
Epsilon is an affiliate of Minera del Norte S.A. de c.v.
(MINOSA) with which we have an investment agreement for the potential purchase of new equity securities that would represent a majority of the equity in Odyssey. The conversion of indebtedness by Epsilon makes Epsilon one of the largest
Odyssey stockholders and further aligns the interests of Odyssey and MINOSA
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.
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O
DYSSEY
M
ARINE
E
XPLORATION
, I
NC
.
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Dated: May 2, 2017
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By:
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/s/ Jay A. Nudi
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Jay A. Nudi
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Interim Chief Financial Officer
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