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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 17, 2024
Odyssey Marine Exploration, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-31895 | 84-1018684 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
205 S. Hoover Blvd., Suite 210
Tampa, Florida 33609
(Address of Principal Executive Offices and Zip Code)
Registrant’s 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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered |
||
| Common Stock, par value $0.0001 per share | OMEX | NASDAQ Capital Market |
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. ☐
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On April 17, 2024, Odyssey received a notice from Nasdaq Regulation that Odyssey is not in compliance with Nasdaq Rule 5250(c)(1) because it had not yet filed its Form 10-K for the period ended December 31, 2023 (the “Form 10-K”) with the SEC. Odyssey plans to regain compliance with Nasdaq Rule 5250(c)(1) by filing the Form 10-K with the SEC, which it expects to do as soon as practicable.
| Item 8.01. | Other Events. |
On April 19, 2024, Odyssey issued a press release announcing the matters described in Item 3.01 above and other information. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
The information in Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired. |
Not applicable.
| (b) | Pro Forma Financial Information. |
Not applicable.
| (c) | Shell Company Transactions. |
Not applicable.
| (d) | Exhibits. |
| 99.1 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| ODYSSEY MARINE EXPLORATION, INC. | ||||||
| Dated: April 19, 2024 | By: | /s/ Mark D. Gordon |
||||
| Mark D. Gordon | ||||||
| Chairman and Chief Executive Officer | ||||||
Exhibit 99.1
|
PRESS RELEASE |
CONTACT:
Liz Shows
Odyssey Marine Exploration, Inc.
(813) 876-1776
lshows@odysseymarine.com
Odyssey Marine Exploration Addresses NASDAQ Compliance Matters
TAMPA, Fla., April 19, 2024 (BUSINESSWIRE) – Odyssey Marine Exploration, Inc. (NASDAQ: OMEX), a global subsea mineral exploration and validation company, reported that on April 17, 2024, Odyssey received a notice from Nasdaq Regulation that Odyssey is not in compliance with Nasdaq Rule 5250(c)(1) because it had not yet filed its Form 10-K for the period ended December 31, 2023 (the “Form 10-K”) with the Securities and Exchange Commission (SEC). Odyssey plans to regain compliance with Nasdaq Rule 5250(c)(1) by filing the Form 10-K with the SEC, which it expects to do as soon as practicable.
About Odyssey Marine Exploration
Odyssey Marine Exploration, Inc. (Nasdaq: OMEX) is a deep-ocean exploration pioneer engaged in the discovery, validation, and development of subsea mineral deposits in a socially and environmentally responsible manner. Odyssey provides marine services for private clients and governments that are interested in exploring their Exclusive Economic Zone (EEZ) to survey, map, and identify any potential mineral resources present. The company focuses on the exploration of polymetallic nodules (battery metals to power the future) and subsea phosphate deposits (fertilizer to feed the future), which the company believes will provide a benefit to society now and in the future, For additional details, please visit www.odysseymarine.com.
Forward Looking Information
Odyssey Marine Exploration believes the information set forth in this Press Release may include “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. Certain factors that could cause results to differ materially from those projected in the forward-looking statements are set forth in “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the Securities and Exchange Commission on March 31, 2023. The financial and operating projections as well as estimates of mining assets are based solely on the assumptions developed by Odyssey that it believes are reasonable based upon information available to Odyssey as of the date of this release. All projections and estimates are subject to material uncertainties and should not be viewed as a prediction or an assurance of actual future performance. The validity and accuracy of Odyssey’s projections will depend upon unpredictable future events, many of which are beyond Odyssey’s control and, accordingly, no assurance can be given that Odyssey’s assumptions will prove true or that its projected results will be achieved.
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