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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