ODYSSEY MARINE EXPLORATION INC
For the period ended Dec 31, 2023. Filed May 17, 2024.
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FY2023 · Filed May 17, 2024
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Table of Contents
| Page | |||
|---|---|---|---|
| PART I | |||
| Item 1. | Business | 1 | |
| Item 1A. | Risk Factors | 7 | |
| Item 1B. | Unresolved Staff Comments | 14 | |
| Item 1C. | Cybersecurity | 14 | |
| Item 2. | Properties | 15 | |
| Item 3. | Legal Proceedings | 17 | |
| Item 4. | Mine Safety Disclosures | 17 | |
| PART II | |||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 18 | |
| Item 6. | [Reserved] | 19 | |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 | |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 33 | |
| Item 8. | Financial Statements | 33 | |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 33 | |
| Item 9A. | Controls and Procedures | 34 | |
| Item 9B. | Other Information | 35 | |
| Item 9C. | Disclosure Regard Foreign Jurisdictions that Prevent Inspections | 35 | |
| PART III | |||
| Item 10. | Directors, Executive Officers and Corporate Governance | 35 | |
| Item 11. | Executive Compensation | 35 | |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 35 | |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 35 | |
| Item 14. | Principal Accounting Fees and Services | 35 | |
| PART IV | |||
| Item 15. | Exhibits and Financial Statement Schedules | 36 | |
| EXHIBITS INDEX | 106 | ||
| SIGNATURES | 109 | ||
As used in this Comprehensive Annual Report on Form 10-K, “we,” “us,” “our company” and “Odyssey” mean Odyssey Marine Exploration, Inc. and our subsidiaries, unless the context indicates otherwise.
Explanatory Note
As previously disclosed in the Current Report on Form 8-K filed by the company with the Securities and Exchange Commission (the “SEC”) on February 26, 2024, the Company’s Audit Committee of the Board of Directors concluded that we would restate certain of our previously issued consolidated financial statements.
This comprehensive Annual Report on Form 10-K (this “Comprehensive Form 10-K”) for the year ended December 31, 2023, includes the following information in lieu of separate annual reports on Form 10-K and quarterly reports on Form 10-Q for the following periods:
| • | restated audited consolidated financial statements for the year ended December 31, 2022 (the “2022 Restatement”); |
| • | restated unaudited consolidated financial statements for the interim periods as contained in the company’s Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, 2022 and 2023, June 30, 2022 and 2023, and September 30, 2022 (collectively, the “Interim Period Restatements” and, together with the 2022 Restatement, the “Restatement”); |
| • | unaudited consolidated financial statements for the interim period ended September 30, 2023; and |
| • | amended Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) as it relates to the year ended December 31, 2022. |
We did not file our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and we include the unaudited consolidated financial statements for that period in this Comprehensive Form 10-K.
Our delay in the filing of our quarterly report on Form 10-Q for the period ended September 30, 2023, and our Annual Report for the year ended December 31, 2023, was primarily due to the time required to (a) complete the preparation of the restatement of certain of our previously issued consolidated financial statements; (b) prepare the consolidated financial statements for the quarter ended September 30, 2023; and (c) prepare other disclosures contained herein.
For a more detailed description of the financial impact of the restatements referenced above, see NOTE 2 – Restatement of Consolidated Financial Statements, and “Restatement of Previously Issued Financial Statements” under Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Comprehensive Form 10-K. For the impact of these adjustments on the unaudited quarterly financial data, see NOTE 20 – Quarterly Financial Data (Unaudited). All amounts in this Comprehensive Form 10-K affected by the Restatement adjustments reflect such amounts as restated.
This Comprehensive Form 10-K also includes amendments or updates to Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 8 — Financial Statements, and Item 9A Controls and Procedures.
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