Item 1.01. Entry Into a Material Definitive Agreement.
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 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
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 Odyssey's 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 Odyssey's 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.
As previously disclosed, 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.
On August 14, 2020, Odyssey and the Lenders entered into a Third Amendment to
Note and Warrant Purchase Agreement and Note and Warrant Modification Agreement
(the "Third Amendment") pursuant to which certain terms and provisions of the
Notes were amended or otherwise modified and a new Warrant to Purchase Common
Stock was issued to each of the Lenders as consideration for them entering into
the Third Amendment. The new Warrants have an exercise price of $4.67 and are
exercisable at any time until August 14, 2023. The material terms of the Notes
that were amended or otherwise modified are as follows:
• the maturity date of the Notes was extended by one year, to July 12,
2021; and
• the conversion rate of the Note was modified to $4.67.
As of August 14, 2020, the aggregate amount of indebtedness outstanding under
the Notes was $1,232,846. As amended by the Third Amendment, the Notes are
convertible into an aggregate of 263,993 shares of Odyssey's common stock, and
the new Warrants are exercisable to purchase an aggregate of 131,996 shares of
Odyssey's common stock for $4.67. Except as disclosed above, the material terms
and provisions of the Notes and Warrants remained unchanged.
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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.
10.1 Third Amendment to Note and Warrant Purchase Agreement and Note and
Warrant Modification Agreement dated August 14, 2020 among Odyssey Marine
Exploration, Inc. and the Lenders.
10.2 Form of Warrant to Purchase Common Stock issued by Odyssey Marine
Exploration, Inc.
10.3 Form of Warrant to Purchase Common Stock issued by Odyssey Marine
Exploration, Inc.
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