ODYSSEY MARINE EXPLORATION INC

S-11 d915473ds1.htm S-1

As filed with the Securities and Exchange Commission on January 24, 2025

**Registration No.:333- **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Odyssey Marine Exploration, Inc.

(Exact name of registrant as specified in its charter)

205 S. Hoover Boulevard

Suite 210

Tampa, Florida 33609

**(813)876-1776 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mark D. Gordon, Chief Executive Officer

205 S. Hoover Boulevard

Suite 210

Tampa, Florida 33609

**(813)876-1776 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may change. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion — Dated January 24, 2025

PROSPECTUS

40,924,202 Shares

Common Stock

The selling stockholders listed in this prospectus under the section “Selling Stockholders,” or their permitted transferees, are offering an aggregate of up to 40,924,202 shares of our common stock (a) issued or issuable pursuant to a securities purchase agreement, (b) issuable upon the exercise of outstanding warrants to purchase common stock or the conversion of outstanding convertible notes, and (c) issuable pursuant to certain consulting agreements.

This prospectus also covers any additional shares of common stock that may become issuable upon any anti-dilution adjustment pursuant to the terms of the above-described warrants or convertible notes by reason of stock splits, stock dividends, or similar events. Of the shares of common stock issued or issuable pursuant to the securities purchase agreement, 7,377,912 shares were issued and sold in a private placement in December 2024, and up to 7,220,141 shares are issuable at a subsequent closing to be held in April 2025. The warrants to purchase common stock and the convertible notes were issued by us in private placements that closed in March and December 2023 and were amended in December 2024. Up to 346,500 shares may be issued pursuant to consulting agreements we have entered into or may enter into in the future.

The selling stockholders may sell all or a portion of the shares from time to time at prices that will be determined by the prevailing market price for the shares. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution.” We will not receive any proceeds from the sale of the common stock by the selling stockholders, except upon the exercise of the warrants to purchase common stock by the selling stockholders. You should carefully read this prospectus and any accompanying prospectus supplement before you decide to invest in the shares that may be offered under this prospectus.

Our common stock is traded on the Nasdaq Capital Market under the symbol “OMEX.” On January 23, 2025, the closing price of our common stock on the Nasdaq Capital Market was $0.6399 per share.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 3 for a discussion of these risks.

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. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.