OMEX Odyssey Marine Exploration Inc

CUSIP No. 676118102

CUSIP No. 676118102

Introductory Note

This Amendment No. 1 (this “Amendment No. 1”) is being filed on behalf of Epsilon Acquisitions LLC, a Delaware limited liability company (“Epsilon”) and Alonso Ancira, a citizen of Mexico and the United States (together, the “Reporting Persons”) with respect to the common stock, par value $0.0001 per share (the “Common Stock”) of Odyssey Marine Exploration, Inc., a Nevada corporation (the “Issuer”), to amend the Schedule 13D filed on February 9, 2017 (together with this Amendment No. 1, the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

On August 10, 2017, Epsilon, Odyssey Marine Enterprises, Ltd. (“OME”) and the Issuer entered into a Second Amended and Restated Convertible Promissory Note of OME (the “Second A&R Note”). A copy of the Second A&R Note is filed as an Exhibit to this Schedule 13D.

The Second A&R Note reflects the remaining Tranche under the Note of $1,000,000. Pursuant to the Second A&R Note, the Issuer will repay the outstanding principal balance of the Second A&R Note plus accrued interest and fees on upon written demand by Epsilon; provided that Epsilon may not make such written demand prior to the earlier of (i) the occurrence of an event of default under the Second A&R Note, or (ii) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that Epsilon intends to demand payment.

Mr. Ancira is the Chairman of the Board of Directors of Altos Hornos de Mexico S.A.B. de C.V. (“AHMSA”). On August 10, 2017, Minera del Norte S.A de C.V., a Mexican societe anonime (“MINOSA”) and subsidiary of AHMSA, OME and the Issuer entered into a Note Purchase Agreement, pursuant to which MINOSA agreed to lend OME an aggregate amount of up to $3,000,000 (the “MINOSA Loan”) evidenced by a Convertible Promissory Note of OME (the “MINOSA Note”). The MINOSA Loan is convertible into Common Stock upon 75 days’ notice to OME or upon a merger, consolidation, third party tender offer, or similar transaction relating to the Issuer.

In connection with the Second A&R Note and the MINOSA Note, Epsilon and MINOSA have obtained certain registration rights with respect to the Common Stock pursuant to the terms of the second amended and restated registration rights agreement (the “A&R Registration Rights Agreement”), dated March 18, 2016, amended and restated as of October 1, 2016 and further amended and restated as of August 10, 2017, by and among, the Issuer, Epsilon and MINOSA. Pursuant to the A&R Registration Rights Agreement, (i) Epsilon may demand that the Issuer register the offer and sale of all or any part of the shares of Common Stock issuable upon the conversion or exercise of the Second A&R Note or Warrant and (ii) and MINOSA may demand that the Issuer register the offer and sale of all or any part of the shares of Common Stock issuable upon the conversion or exercise of the MINOSA Note (collectively, the “Conversion Shares”), if the aggregate offering price of the Conversion Shares is not less than $3.0 million. Under the A&R Registration Rights Agreement, the Issuer is required to file a registration statement for the Conversions Shares on a continuous basis and to use its reasonable best efforts to have the registration declared effective by the Securities and Exchange Commission.

The foregoing description of the A&R Registration Rights Agreement in this Schedule 13D is qualified in its entirety by reference to the A&R Registration Rights Agreement, which is incorporated by reference as Exhibit 99.2.

99.1 Second Amended and Restated Convertible Promissory Note, dated August 10, 2017, by Odyssey Marine Enterprises, Ltd., in favor of Epsilon Acquisitions LLC (incorporated by reference to Exhibit 10.3 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on August 15, 2017).

99.2 Second Amended and Restated Registration Rights Agreement, dated August 10, 2017, by and between Odyssey Marine Exploration, Inc., Epsilon Acquisitions LLC and Minera del Norte S.A de C.V.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete, and correct.

Dated: August 16, 2017