Item 1.01. Entry Into a Material Definitive Agreement.
On October 4, 2021, Odyssey Marine Exploration, Inc. ("Odyssey") and certain of
its affiliates (collectively with Odyssey, the "Odyssey Parties") and Monaco
Financial, LLC and certain associated entities (collectively with Monaco, the
"Monaco Parties") entered into a Termination and Settlement Agreement (the
"Termination Agreement"). The Odyssey Parties and the Monaco Parties were
parties to various loan arrangements and other commercial contractual
relationships, and the purposes of the Termination Agreement were to terminate
the loan agreements and contractual relationships and to settle the outstanding
obligations thereunder among the Odyssey Parties, on the one hand, and the
Monaco Parties, on the other hand.
Pursuant to the Termination Agreement, the loan agreements and contractual
relationships were terminated, and Odyssey agreed to (a) issue 984,848 shares of
Odyssey's common stock (the "Settlement Shares") to Monaco and (b) pay Monaco an
aggregate amount of $3.0 million (the "Settlement Cash") no later than
December 1, 2021. The Settlement Shares were issued at a price equal to $6.60
per share, which was negotiated by the parties with reference to the recent
market prices of Odyssey's common stock and the other terms of the Termination
Agreement. Odyssey delivered $500,000 of the Settlement Cash to Monaco upon
execution and delivery of the Termination Agreement. At Monaco's option, Monaco
has the right, but not the obligation, to receive the remaining $2.5 million in
shares of Odyssey's common stock rather than in cash. If Monaco exercises the
right, Odyssey will issue to Monaco the number of shares determined by dividing
$2.5 million by the greater of $4.95 or 90% of the then-applicable five-day
volume-weighted average price per share of common stock. Under the terms of the
Termination Agreement, (a) the Monaco Parties agreed that approximately
$14.5 million of indebtedness owed by the Odyssey Parties to the Monaco Parties
was satisfied in full and (b) certain of the Monaco Parties assigned to Odyssey
all of their right, title, and interest in a portion of the proceeds from a
specified shipwreck project. If received by Odyssey, these proceeds will be
applied to the $2.5 million obligation. As a result of the termination of the
loan agreements and contractual relationships, (x) Odyssey's right to receive a
percentage of the proceeds derived by the Monaco Parties from certain shipwreck
projects was terminated, and (y) Monaco's option to convert certain indebtedness
held by it into shares of Oceanica Resources, S. de R.L. held indirectly by
Odyssey was terminated. The Termination Agreement also sets forth mutual
releases and other customary representations, warranties, and covenants of the
parties.
The shares of common stock issuable under the Termination Agreement were 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
shares of common stock is filed as Exhibit 5.1 hereto.
The foregoing description of the Termination Agreement is a summary and does not
purport to be a complete description of all the terms of the Termination
Agreement and is qualified in its entirety by reference to the Termination
Agreement, a copy of which is attached hereto as Exhibit 10.1.
Item 1.02 Termination of a Material Definitive Agreement.
The disclosure set forth above under Item 1.01 (Entry Into a Material Definitive
Agreement) is hereby incorporated by reference into this Item 1.01.
Item 8.01 Other Events.
On October 5, 2021, Odyssey issued a press release announcing the matters
described in Item 1.01 above and other information. A copy of the press release
is attached as Exhibit 99.1 to this report and is incorporated herein by
reference.
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The information in Exhibit 99.1 is intended to be furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
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.
5.1 Opinion Letter of Akerman LLP.
10.1 Termination and Settlement Agreement, dated October 4, 2021.
99.1 Press release issued by Odyssey on October 5, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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