Filed Pursuant to Rule 424(b)(5)
Registration Statement No.
333-227666
PROSPECTUS SUPPLEMENT NO. 1
(TO PROSPECTUS DATED OCTOBER 25, 2018)
Odyssey Marine Exploration, Inc.
700,000 Shares of Common Stock
Warrants to Purchase 700,000 Shares of Common Stock
We are offering
700,000 shares of our common stock and warrants to purchase up to 700,000 shares of our common stock. The common stock and warrants will be sold in units, with each unit consisting of one share of common stock and a warrant to purchase one share of
common stock at an exercise price of $7.155 per share of common stock. Each unit will be sold at a negotiated price of $7.155 per unit. Units will not be issued or certificated. The shares of common stock and warrants are immediately separable and
will be issued separately.
Our common stock is traded on the NASDAQ Capital Market under the symbol OMEX. On November 1,
2018, the closing price of our common stock on the NASDAQ Capital Market was $6.44 per share.
Before you invest, you should carefully read
this prospectus supplement, the accompanying prospectus, and all information incorporated by reference therein. These documents contain information you should consider when making your investment decision.
Investing in our securities involves a high degree of risk. See
Risk Factors
beginning on
page S-3
of this prospectus supplement.
Neither the Securities and Exchange Commission nor
any state securities commission has approved or disapproved these securities or passed upon the adequacy or accuracy of this prospectus or the accompanying prospectus supplement. Any representation to the contrary is a criminal offense.
We have retained Chardan Capital Markets, LLC, or Chardan, to act as our placement agent, on a nonexclusive basis, in connection with the
common stock and warrants offered by this prospectus supplement and the accompanying prospectus. We have agreed to pay Chardan the placement agent fees set forth in the table below, which assumes that all the securities offered by this prospectus
supplement accompanying prospectus are sold by Chardan. The placement agent has no commitment to buy any of the securities. Neither we nor the placement agent is required to sell any specific number or dollar amount of securities, but we and the
placement agent will use our respective best efforts to sell all the securities offered by this prospectus supplement accompanying prospectus.
|
|
|
|
|
|
|
|
|
|
|
Per Unit
|
|
|
Maximum
Offering
Amount
|
|
Public offering price
|
|
$
|
7.155
|
|
|
$
|
5,008,500
|
|
Placement agent fees
|
|
$
|
0.572
|
|
|
$
|
400,680
|
|
Proceeds to us, before expenses
|
|
$
|
6.583
|
|
|
$
|
4,607,820
|
|
We expect the total offering expenses, excluding placement agent fees, to be approximately $25,000 for all
sales pursuant to this prospectus supplement. Because there is no minimum offering amount required as a condition to closing this offering, the actual public offering amount, placement agent fees, and proceeds to us, if any, are not presently
determinable and may be substantially less than the maximum amounts set forth above.
The shares offered hereby will be ready for delivery
on or about November 2, 2018.
CHARDAN
The date of this
prospectus supplement is October 31, 2018.