Item 1.01. Entry Into a Material Definitive Agreement.
On August 21, 2020, Odyssey Marine Exploration, Inc. ("Odyssey") entered into a
securities purchase agreement pursuant to which Odyssey agreed to sell in a
registered direct offering an aggregate of 2,553,314 shares of Odyssey's common
stock and warrants to purchase up to 1,901,989 shares of common stock. The
common stock and warrants will be sold in units, with each unit consisting of
one share of common stock and a warrant to purchase up to 0.6 shares of common
stock. The purchase price for each unit is $4.543. The warrants to purchase up
to 1,901,989 shares of common stock include a warrant to purchase up to 370,000
shares to be issued to the manager of the other party to the purchase agreement
to reimburse the manager for certain expenses incurred in connection with this
offering. The terms of the warrant to be issued to the manager are identical in
all material respects to the warrants included in the units offered to the
investors.
The warrants have an exercise price of $4.75 per share of common stock and will
be exercisable for a period of three years in accordance with their terms at any
time commencing six months after issuance. The net proceeds to the Company from
the registered direct public offering, after estimated offering expenses, and
excluding the proceeds, if any, from the exercise of the warrants issued in the
offering, are expected to be approximately $11.3 million. The units were offered
directly to investors without a placement agent, underwriter, broker or dealer.
The transaction is expected to close on August 25, 2020, subject to satisfaction
of customary closing conditions.
The foregoing summaries of the terms of the purchase agreement and the warrants
are subject to, and qualified in their entirety by, such documents attached
hereto as Exhibits 10.1 and 4.1, respectively, and are incorporated herein by
reference.
The common stock and warrants are being offered and sold pursuant to a base
prospectus and a prospectus supplement, both filed pursuant to Odyssey's shelf
registration statement on Form S-3 (File No. 333-227666). The legal opinion and
consent of Akerman LLP relating to the common stock and warrants is filed as
Exhibit 5.1 hereto.
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.
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(d) Exhibits.
4.1 Form of Warrant to Purchase Common Stock.
5.1 Opinion letter of Akerman LLP.
5.2 Opinion Letter of Snell & Wilmer L.L.P.
10.1 Form of Purchase Agreement.
23.1 Consent of Akerman LLP (contained in Exhibit 5.1).
23.2 Consent of Snell & Wilmer L.L.P. (contained in Exhibit 5.2).
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ODYSSEY MARINE EXPLORATION, INC. 
