13G
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1
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NAMES OF REPORTING PERSONS
Jonathan Savitz
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 997,526 Shares (as defined in Item 2) and hold Warrants (as defined in the Preliminary Note) exercisable for up to an aggregate of 940,298 Shares.
Accordingly, as of the date of this filing the aggregate Shares and Warrants held by the reporting persons represent beneficial ownership of 9.2% of the class of Shares outstanding. The reporting person on this cover page, however, is a
beneficial owner only of the Shares reported by it on this cover page.
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
1,937,824 1
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
1,937,824 1
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,937,824 1
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.2% 2
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN
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(1)
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Includes 940,298 Shares acquirable within 60 days of the date hereof upon the exercise of Warrants. See the Preliminary Note.
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(2)
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Calculated based on 20,136,470 Shares outstanding as of December 1, 2023, as stated in Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on December 4, 2023.
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Preliminary Note:
Capitalized terms used in this Preliminary Note without definition have the meanings ascribed to them below.
Current Holdings
As of the date of this report, the Greywolf Funds hold an aggregate of (i) 655,135 Shares and (ii) 597,907 warrants, issued June 10, 2022, each of which is currently exercisable, pursuant to its terms, for one Share (“Warrants”). In
addition, as of the date of this report, the Investment Manager holds 342,391 Shares and 342,391 Warrants. Accordingly, as of the date of this report, the Reporting Persons may be deemed to beneficially own an aggregate of 1,937,824 Shares,
representing 9.2% of the class of Shares outstanding, as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
Inadvertent Failure to File Initial and Amended Reports
Due to inadvertent administrative error, the Reporting Persons did not file (i) an initial Schedule 13G to report their acquisition of 5.1% beneficial ownership on June 10, 2022 or (ii) an annual amendment to such Schedule 13G to report their 9.5%
beneficial ownership as of December 31, 2022. Such percentages are based on the Company’s most recent reported number of Shares outstanding at the relevant time.
Item 1. (a) Name of Issuer:
Odyssey Marine Exploration, Inc. (the “Company”)
(b) Address of Issuer’s Principal Executive Offices:
205 S. Hoover Blvd., Suite 210, Tampa, FL 33609
Item 2. (a) Name of Persons Filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”.
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(i)
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Greywolf Distressed Opportunities Master Fund, L.P., a Cayman Islands exempted limited partnership (“Greywolf DF”), with respect to the Shares held by it and the Shares it has the right to acquire upon exercise of the Warrants
held by it;
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(ii)
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Greywolf Distressed Opportunities Master QPA Fund, L.P., a Cayman Islands exempted limited partnership (“Greywolf DFQPA” and, together with Greywolf DF, the “Greywolf Funds”), with respect to the Shares held by it and the
Shares it has the right to acquire upon exercise of the Warrants held by it;
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(iii)
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Greywolf Advisors LLC, a Delaware limited liability company and the general partner (the “General Partner”) of each of the Greywolf Funds, with respect to the Shares held by the Greywolf Funds and the Shares the Greywolf Funds
have the right to acquire upon exercise of the Warrants held by them;
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(iv)
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Greywolf Capital Management LP, a Delaware limited partnership and the investment manager of each of the Greywolf Funds (the “Investment Manager”), with respect to (a) the Shares held by it and the Shares it has the right to
acquire upon exercise the Warrants held by it, and (b) the Shares held by the Greywolf Funds and the Shares the Greywolf Funds have the right to acquire upon exercise of the Warrants held by them;
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(v)
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Greywolf GP LLC, a Delaware limited liability company and the general partner of the Investment Manager (the “Investment Manager General Partner”), with respect to (a) the Shares held by the Investment Manager and the Shares the
Investment Manager has the right to acquire upon the exercise of the Warrants held by it, and (b) the Shares held by the Greywolf Funds and the Shares the Greywolf Funds have the right to acquire upon exercise of the Warrants held by them;
and
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(vi)
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Jonathan Savitz (“Savitz”), a United States citizen and the senior managing member of the General Partner and the sole managing member of the Investment Manager General Partner, with respect to (a) the Shares held by the Greywolf
Funds and the Shares the Greywolf Funds have the right to acquire upon exercise of the Warrants held by them, and (b) the Shares held by the Investment Manager and the Shares the Investment Manager has the right to acquire upon the exercise
of the Warrants held by it.
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(b) Address of Principal Business Office:
The address of the principal business office of: (i) all of the Reporting Persons other than the Greywolf Funds is 4 Manhattanville Road, Suite 201, Purchase, New York 10577; (ii) the Greywolf Funds is Harneys Fiduciary
(Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman KY1-1002, Cayman Islands.
(c) Citizenship:
The citizenship of each of the Reporting Persons is set forth on the cover page for such Reporting Person.
(d) Title of Class of Securities:
Common Stock, par value $0.0001 per share (the “Shares”)
(e) CUSIP Number:
676118201
Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
The Shares and the Warrants reported hereby as held by each of the Greywolf Funds are owned directly by such Greywolf Fund. The General Partner, as the general partner of each of the Greywolf Funds, may be deemed to be a beneficial owner of all
such Shares owned by the Greywolf Funds and all such Shares that the Greywolf Funds have the right to acquire upon exercise of the Warrants held by them. The Shares and the Warrants reported hereby as held by the Investment Manager are owned
directly by the Investment Manager. In addition, the Investment Manager, as the investment manager of the Greywolf Funds, may be deemed to be a beneficial owner of all such Shares owned by the Greywolf Funds and all such Shares that the Greywolf
Funds have the right to acquire upon exercise of the Warrants held by them. The Investment Manager General Partner, as the general partner of the Investment Manager, may be deemed to be a beneficial owner of (a) all such Shares owned by the
Investment Manager and all such Shares that the Investment Manager has the right to acquire upon exercise of the Warrants held by it, and (b) all such Shares owned by the Greywolf Funds and all such Shares that the Greywolf Funds have the right to
acquire upon exercise of the Warrants held by them. Savitz, as the senior managing member of the General Partner and as the sole managing member of the Investment Manager General Partner, may be deemed to be a beneficial owner of (a) all such Shares
owned by the Greywolf Funds and all such Shares that the Greywolf Funds have the right to acquire upon exercise of the Warrants held by them, and (b) all such Shares owned by the Investment Manager and all such Shares that the Investment Manager has
the right to acquire upon exercise of the Warrants held by it. Each of the General Partner, the Investment Manager, the Investment Manager General Partner and Savitz hereby disclaims any beneficial ownership of any
such Shares.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
The Reporting Persons are filing this Schedule 13G pursuant to Rule 13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: January 4, 2024
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GREYWOLF ADVISORS LLC
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On its own behalf
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And as the General Partner of
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GREYWOLF DISTRESSED OPPORTUNITIES MASTER FUND, L.P. and
GREYWOLF DISTRESSED OPPORTUNITIES MASTER QPA FUND, L.P.
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By: /s/ Jonathan Savitz
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Name: Jonathan Savitz
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Title: Senior Managing Member
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GREYWOLF GP LLC
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On its own behalf
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And as the General Partner of
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GREYWOLF CAPITAL MANAGEMENT LP
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By: /s/ Jonathan Savitz
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Name: Jonathan Savitz
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Title: Managing Member
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By: /s/ Jonathan Savitz
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Name: Jonathan Savitz
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EXHIBIT INDEX
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EXHIBIT 1
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Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
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EXHIBIT 1
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SCHEDULE 13G
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on
behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of
the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he or it knows or has reason to believe
that such information is inaccurate.
Dated: January 4, 2024
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GREYWOLF ADVISORS LLC
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On its own behalf
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And as the General Partner of
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GREYWOLF DISTRESSED OPPORTUNITIES MASTER FUND, L.P. and
GREYWOLF DISTRESSED OPPORTUNITIES MASTER QPA FUND, L.P.
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By: /s/ Jonathan Savitz
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Name: Jonathan Savitz
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Title: Senior Managing Member
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GREYWOLF GP LLC
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On its own behalf
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And as the General Partner of
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GREYWOLF CAPITAL MANAGEMENT LP
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By: /s/ Jonathan Savitz
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Name: Jonathan Savitz
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Title: Managing Member
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By: /s/ Jonathan Savitz
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Name: Jonathan Savitz
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