Current Report Filing (8-k)
July 12 2019 - 4:02PM
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): July 8, 2019
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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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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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock,
par value $0.0001 per share
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OMEX
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NASDAQ Capital Market
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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).
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Emerging Growth Company
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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.
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Item 1.01.
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Entry Into a Material Definitive Agreement.
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The disclosure set forth below under Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant) is hereby incorporated by reference into this Item 1.01.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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As previously
disclosed, on July 12, 2018, Odyssey Marine Exploration, Inc. (Odyssey) entered into a Note and Warrant Purchase Agreement (as amended on October 4, 2018, the Purchase Agreement) with two individuals (the
Lenders), one of whom holds in excess of 5.0% of Odysseys outstanding common stock. Pursuant to the Purchase Agreement, the Lenders loaned an aggregate of $1,050,000 to Odyssey. The indebtedness was evidenced by secured convertible
promissory notes (the Notes) and bears interest at a rate equal to 8.0% per annum. Unless otherwise converted as described in the Notes, the entire outstanding principal balance under the Notes and all accrued interest and fees were to
be due and payable on July 12, 2019. In connection with the issuance and sale of the Notes, Odyssey issued warrants to purchase common stock (the Warrants) to the Lenders. The Warrants were exercisable to purchase an aggregate of
65,625 shares of Odysseys common stock at an exercise price of $12.00 per share. The Warrants were exercisable during the period commencing on any conversion of the Notes into shares of Odyssey common stock and ending on July 12, 2021.
On July 8, 2019, Odyssey and the Lenders entered into a Second Amendment to Note and Warrant Purchase Agreement and Note and Warrant
Modification Agreement (the Second Amendment) pursuant to which certain terms and provisions of the Notes and Warrants were amended or otherwise modified. The material terms and provisions that were amended or otherwise modified are as
follows:
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the maturity date of the Notes was extended by one year, to July 12, 2020;
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the conversion rate of the Notes and the exercise price of the Warrants were modified to $5.756, which
represented the market price of Odysseys common stock as of July 7, 2019, the day before the Second Amendment was signed;
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the Notes are unsecured;
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the Notes are convertible only into shares of Odyssey common stock; and
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the Warrants are exercisable at any time until July 12, 2024.
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As of July 8, 2019, the aggregate amount of indebtedness outstanding under the Notes was $1,129,000. As amended, the Notes are
convertible into an aggregate of 196,135 shares of Odysseys common stock, and the Warrants are exercisable to purchase an aggregate of 196,135 shares of Odysseys common stock for $5.756. Except as disclosed above, the material terms and
provisions of the Notes and Warrants remained unchanged.
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: July 12, 2019
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By:
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/s/ Jay A. Nudi
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Jay A. Nudi
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Chief Financial Officer
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Odyssey Marine Exploration (NASDAQ:OMEX)
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