UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-K/A
(Amendment No. 2)
(Mark one)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021
| ☐ | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number
001-31895
ODYSSEY MARINE EXPLORATION, INC.
(Exact name of registrant as specified in its charter)
Nevada | 84-1018684 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
205 S. Hoover Blvd, Suite 210,
Tampa
FL 33609(Address and zip code of principal executive offices)
(813)
876-1776
(Registrant’s telephone number including area code)
Securities registered pursuant Section 12(b) of the Act:
(Title of each class) | (Trading symbol) | (Name of each exchange on which registered) | ||
Common Stock, $.0001 par value | OMEX | NASDAQ Capital Market | ||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes ☐ No ☒
Indicate by mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
Yes ☒ No ☐S-T
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2
of the Exchange Act. (Check one):| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Act). Yes ☐ No ☒The aggregate market value of the 12.3 million shares of voting stock held by
non-affiliates
of Odyssey Marine Exploration, Inc. as of June 30, 2021, was approximately $78.2 million. As of March 8, 2022, the Registrant had 14,349,363 shares of Common Stock outstanding.DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this Form
10-K
is incorporated by reference to the Company’s Definitive Proxy Statement for the Registrant’s Annual Meeting of Stockholders to be held on June 13, 2022.Auditor’s Name: Warren Averett, LLC
Auditor’s Location: Tampa, Florida
Auditor’s PCAOB ID Number: 2226
EXPLANATORY NOTE
Odyssey Marine Exploration, Inc. (the “Company,” “we,” or “our”) is filing this Form
10-K/A
(this “Amendment”) to further amend our Annual Report on Form10-K
for the year ended December 31, 2021, which we filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022 (the “Original Filing”), as amended by the Form 10-K/A that we filed with the SEC on July 19, 2022 (the "First Amendment"). As used in this Amendment, the Original Filing, as previously amended by the First Amendment, is referred to as the "Amended Filing." This Amendment is being filed to amend and restate Item 2 of Part I and Item 9A of Part I in their entirety in response to comments received from the SEC staff with respect to the First Amendment. This Amendment also restates Item 15 of Part IV in its entirety and, pursuant to Rule 12b-15, new certifications by our principal executive officer and our chief financial officer as required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment.Other than the items referenced above, this Amendment does not attempt to modify or update the Amended Filing. This Amendment does not reflect events occurring after the date of the Original Filing or modify or update those disclosures that may be affected by subsequent events. Such subsequent matters are or will be addressed in subsequent reports filed by the Company with the SEC. Accordingly, this Amendment should be read in conjunction with the Amended Filing. Capitalized terms not defined in this Amendment have the meaning given to them in the Original Filing.
TABLE OF CONTENTS
Page | ||||||||||
Item 2. | ||||||||||
Item 9A. | ||||||||||
Item 15. | ||||||||||
Corporate Office
We maintain our corporate offices in Tampa, Florida where we lease approximately 6,000 square feet of office space. We currently do not own any buildings or land. We believe our current leased facility is sufficient for our foreseeable needs.
Don Diego Phosphorite Project
Summary
We have one material mining project, the Don Diego Phosphorite Project, which is located in the Mexican Exclusive Economic Zone (the “Mexican EEZ”) offshore Baja California Sur, Mexico in the Pacific Ocean. The exclusive mining concessions for the Don Diego Phosphorite Project are held by Exploraciones Oceánicas S. de R.L. de CV (“ExO”), a Mexican company in which we hold, through other subsidiaries, a 56.3% interest. The Don Diego Phosphorite Project is classified as an exploration stage property because it currently has no mineral reserves disclosed. The primary concession (Don Diego West Phosphorite Deposit) was granted in 2012, and rights for the two additional adjacent concessions (Don Diego Norte and Don Diego Sur) were acquired in 2014.
Location and Brief Description
The Don Diego Phosphorite Project concession area is a sedimentary marine phosphorite deposit located in the Mexican EEZ offshore Baja California Sur, Mexico in the Pacific Ocean. The property is located using a multi-point polygonal property demarcation bounded by latitudes 26.1°, 25.60°, and longitudes
-112.12°,
-112.80°
WGS 1984. The property is roughly 20 to 45 kilometers from shore. Following is a map denoting the three concessions in Don Diego in relation to Baja California Sur, Mexico.1
Infrastructure and Access
There is no material infrastructure located on the property where the concessions are located. Access to the site is by
sea-going
vessels dispatched from various nearby ports of opportunity.Project engineering anticipates use of existing dredging technology to recover the phosphorite ore, including a trailer suction hopper dredger, and
on-site
mechanical beneficiation using a floating production and storage platform to produce phosphate rock concentrate.Description of Concessions
Total concessions encompass 1,147 km
2
of seafloor at a water depth of approximately 80 meters and consist of three concessions in total (see the previous map). The concessions were granted to ExO by the Mexican Secretary of Economy, General Coordination of Mining, and are valid for 50 years, with an option for a50-year
extension. The primary concession was granted in 2012, and rights for the other two concessions (Norte and Sur) were acquired thereafter in 2014. To commence further operations on the Don Diego Phosphorite Project, ExO must obtain approval of its Environmental and Social Impact Assessment (“ESAI”) from the Mexican Secretariat of Environment and Natural Resources. See ExO Phosphate Project in the above ITEM 1. BUSINESS for additional information.The property is subject to rents, fees and other payments to the Government of Mexico or its designated government ministry or agency.
2
The anticipated annual obligations for each of the years in the three-year period ending December 31, 2024 are set forth in the table below.
Primary Concession
Year | Area (Hectares) | Annual Rent, MxN Pesos, owed semesterly | ||
| 2022 | 80,050.5 | 30,236,658 | ||
| 2023 | 80,050.5 | The above is based on 188.86 MxN per hectare per semester. 2023 will be a similar rate but increase by some inflationary factor e.g. increase the rate per hectare by about 5% | ||
| 2024 | 80,050.5 | The above is based on 188.86 MxN per hectare per semester. 2024 will be a similar rate but increase by some inflationary factor e.g. increase the rate per hectare by about 5% | ||
Norte Concession
Year | Area (Hectares) | Annual Rent, Mx Pesos, owed semesterly | ||
| 2022 | 14,300 | 3,069,352 | ||
| 2023 | 14,300 | Will be based on 107.32 MxN per hectare per semester, with an increase in this rate from inflation | ||
| 2024 | 14,300 | Will be based on 188.86 MxN per hectare per semester, with an increase in this rate from inflation | ||
Sur Concession
Year | Area (Hectares) | Annual Rent, Mx Pesos, owed semesterly | ||
| 2022 | 20,425 | 4,384,022 | ||
| 2023 | 20,425 | Will be based on 107.32 MxN per hectare per semester, with an increase in this rate from inflation | ||
| 2024 | 20,425 | Will be based on 188.86 MxN per hectare per semester, with an increase in this rate from inflation | ||
3
Work Completed
The Don Diego Phosphorite Project is in the exploration stage with sufficient data to confirm the geological continuity of the deposit and the estimation of measured, indicated and inferred resource tonnes of resource.stage. ExO, through exploration operations conducted by Odyssey, explored the area, characterized the environmental baseline to enable drafting of the ESAI, and acquired approximately 200 vibracore samples for assay. These cores were split into over 800 individual strata core units each of approximately 1 meter length. The cores were assayed at Florida Industrial and Phosphate Research Institute in Bartow, Florida under the guidance of Mr. Lamb.
Previous Operations
The mineral concession granted by the Government of Mexico to ExO is believed to be the first for the subject property. Nearby concessions have been granted to Innophos Holdings, Inc. (“Innophos”) and PhosMex Corporation (“PhosMex”) that are adjacent to and are a window within the Don Diego mineral concession. Innophos may have conducted an exploration program on its adjacent property of an estimated 13,474 hectares. However, the details and any findings have not been distributed in the public domain. There is no evidence of significant mineral exploration activities within the concession area held by PhosMex.
Phosphorite Resources | Ore (in millions of tonnes) | Average P 2 O5 % | Average Overburden Thickness (meters) | Average Phosphorite (meters) | Area (km 2 ) | Area of Drill Hole Influence (max m 2 ) | ||||||||||||||||||
Measured phosphorite | 114.9 | 18.2 | % | 1.03 | 2.73 | 30.08 | 500 by 500 | |||||||||||||||||
Indicated phosphorite | 243.6 | 18.4 | % | 1.13 | 2.19 | 62.07 | 500 by 2,000 | |||||||||||||||||
Total measured and indicated | 358.4 | 18.3 | % | 1.10 | 2.77 | 92.15 | ||||||||||||||||||
Inferred phosphorite | 229.9 | 17.8 | % | 1.20 | 2.84 | 58.63 | >500 by 2,000 | |||||||||||||||||
Total deposit | 588.3 | 18.1 | % | 1.14 | 2.80 | 150.80 | ||||||||||||||||||
Price | ||||||||
High | Low | |||||||
Quarter Ended | ||||||||
March 31, 2020 | $ | 4.95 | $ | 2.10 | ||||
June 30, 2020 | $ | 5.31 | $ | 3.17 | ||||
September 30, 2020 | $ | 8.49 | $ | 3.84 | ||||
December 31, 2020 | $ | 8.15 | $ | 6.12 | ||||
Quarter Ended | ||||||||
March 31, 2021 | $ | 8.69 | $ | 6.35 | ||||
June 30, 2021 | $ | 7.40 | $ | 5.72 | ||||
September 30, 2021 | $ | 7.94 | $ | 5.11 | ||||
December 31, 2021 | $ | 7.00 | $ | 4.93 | ||||
This annual report on Form
10-K
does not include a resource estimate for the Don Diego Phosphorite Project because currently we do not have a technical report summary for the project that meets the requirements of Item 601(b)(96) of RegulationS-K.
Increase/(Decrease) | 2021 vs. 2020 | |||||||||||||||
(Dollars in millions) | 2021 | 2020 | $ | % | ||||||||||||
Total revenue | $ | 0.9 | $ | 2.0 | $ | (1.1 | ) | 54.8 | % | |||||||
Operations and research | 9.6 | 10.9 | (1.4 | ) | 12.6 | % | ||||||||||
Marketing, general and administrative | 6.3 | 3.7 | 2.6 | 68.6 | % | |||||||||||
Total operating expenses | $ | 15.9 | $ | 14.7 | $ | 1.2 | 8.2 | % | ||||||||
Total other income (expense) | $ | (1.2 | ) | $ | (8.5 | ) | $ | (7.3 | ) | 86.1 | % | |||||
Income tax benefit (provision) | $ | 0.0 | $ | 0.0 | $ | 0.0 | 0.0 | % | ||||||||
Non-controlling interest | $ | 6.2 | $ | 6.3 | $ | (0.1 | ) | 1.7 | % | |||||||
Net income (loss) | $ | (10.0 | ) | $ | (14.8 | ) | $ | (4.9 | ) | 32.8 | % | |||||
Other Interests and Projects
Overview
In addition to the Don Diego Phosphorite Project, we hold the following interests or have undertaken the following early-stage activities:
we hold an 85.6% interest in Bismarck Mining Corporation, Ltd, a Papua New Guinea company (“Bismarck”);
through a wholly owned subsidiary, we hold a 13.9% interest in each period wasCIC Limited, a resultcompany organized under the laws of performing oceanic research,the Cook Islands (“CIC”); and
we have entered into a Memorandum of Understanding (“MoU”) with the Government of Antigua and Barbuda (“GOAB”).
Lihir Gold Project
Bismarck holds an exploration license for a project, administrationwhich we refer to as the Lihir Gold Project, that covers a subsea area that contains at least five prospective gold exploration targets in two different mineralization types: seamount-related epithermal and search and recovery operations for our customers and related parties. Total revenue inmodern placer gold. Two subaqueous debris fields within the current year was $0.9 million, a $1.1 million decrease comparedarea are adjacent to the same period a year ago. One companyterrestrial Ladolam Gold Mine and are believed to which we provided these services in both years was adeep-seamineral exploration company, CIC, which we consider to be a related party since it is owned and controlled by our past Chairman of the Board (see NOTE J). The primary reason for the $1.1 million reduction was that we were no longer engaged on another project since the latter half of 2020. This project accounts for $0.6 million of the reduction. In 2020 we had other marine search engagements for which we earned $0.5 million in revenue. These other marine engagements did not recur in this current year.
In August 2021, the PNG government issued a permit extension to Bismarck allowing Odyssey to continue with our exploration program. We have developed an exploration program for the Lihir Gold Project to validate and quantify the precious and base metal content of the prospective resource. The Company met with local regulatory authorities, specialists in local mining, environmental legal experts, and logistics support service companies in PNG to establish baseline business functions essential for a successful program to support upcoming marine exploration operations in the license area. This offshore work began in late 2021. Bismarck and Odyssey value the environment and respect the interests and people of PNG and Lihir and are committed to transparently sharing of all environmental data collected during the prior year resulting from management’s decisionexploration program.
Offshore survey and mapping operations commenced in December 2021 in the license area. Raw data is being processed to not pay certain discretionary incentives.
(Dollars in thousands) | 2021 | 2020 | ||||||
Summary of Cash Flows: | ||||||||
Net cash (used) by operating activities | $ | (5,303 | ) | $ | (9,287 | ) | ||
Net cash provided by investing activities | 323 | — | ||||||
Net cash provided by financing activities | 1,092 | 15,237 | ||||||
Net increase (decrease) in cash and cash equivalents | $ | (3,888 | ) | $ | 5,950 | |||
Beginning cash and cash equivalents | 6,163 | 213 | ||||||
Ending cash and cash equivalents | $ | 2,275 | $ | 6,163 | ||||
Increase/(Decrease) | 2020 vs. 2019 | |||||||||||||||
(Dollars in millions) | 2020 | 2019 | $ | % | ||||||||||||
Total revenue | $ | 2.0 | $ | 3.1 | $ | (1.0 | ) | 33.7 | % | |||||||
Operations and research | 10.9 | 7.9 | 3.0 | 37.8 | % | |||||||||||
Marketing, general and administrative | 3.6 | 5.5 | (1.7 | ) | 31.7 | % | ||||||||||
Total operating expenses | $ | 14.7 | $ | 13.4 | $ | 1.3 | 9.3 | % | ||||||||
Increase/(Decrease) | 2020 vs. 2019 | |||||||||||||||
(Dollars in millions) | 2020 | 2019 | $ | % | ||||||||||||
Total other income (expense) | $ | (8.5 | ) | $ | (5.2 | ) | $ | 3.3 | 64.1 | % | ||||||
Income tax benefit (provision) | $ | 0.0 | $ | 0.0 | $ | 0.0 | 0.0 | % | ||||||||
Non-controlling interest | $ | 6.3 | $ | 5.1 | $ | 1.2 | 24.1 | % | ||||||||
Net income (loss) | $ | (14.8 | ) | $ | (10.4 | ) | $ | 4.4 | 41.9 | % | ||||||
(Dollars in thousands) | 2020 | 2019 | ||||||
Summary of Cash Flows: | ||||||||
Net cash (used) by operating activities | $ | (9,287 | ) | $ | (5,444 | ) | ||
Net cash provided by investing activities | — | (16 | ) | |||||
Net cash provided by financing activities | 15,237 | 2,876 | ||||||
Net increase (decrease) in cash and cash equivalents | $ | 5,950 | $ | (2,584 | ) | |||
Beginning cash and cash equivalents | 213 | 2,797 | ||||||
Ending cash and cash equivalents | $ | 6,163 | $ | 213 | ||||
Series | No. of Shares | Price per Share | ||||||
Series AA-1 | 8,427,004 | $ | 12.00 | |||||
Series AA-2 | 7,223,145 | $ | 6.00 | |||||
Date | No. Series AA-1 Shares | Total Purchase Price | ||||||
March 1, 2016 | 1,806,989 | $ | 21,683,868 | |||||
September 1, 2016 | 1,806,989 | $ | 21,683,868 | |||||
March 1, 2017 | 1,517,871 | $ | 18,214,446 | |||||
March 1, 2018 | 378,488 | $ | 4,541,856 | |||||
Through a wholly owned subsidiary, Odyssey has earned and now hold a position of approximately 13.9% of the Company (“OME”), is secured by a pledgecurrent outstanding equity units of 54.0CIC. We have the ability to earn up to 20.0 million sharesequity units over the next several calendar years, which represents an approximate 16.0% interest in CIC, based upon the currently outstanding equity units. We earned our current equity position through the provision of Oceanica Resources S. de R.L., a Panamanian limitada (“Oceanica”), held by OME. In addition, OME and the Lender entered into a call option agreement (the “Oceanica Call”), pursuant to which OME granted the Lender an option to purchase the 54.0 million shares of Oceanica held by OME for an exercise price of $40.0 million at any time during theone-yearperiod after the Oceanica Call was executed and delivered by the parties. The Oceanica Call option expired on March 11, 2016 without being executed or extended. On December 15, 2015, the Promissory Note was amended to provide that, unless otherwise converted as provided in the Note, the adjusted principal balance shall be due and payable in full upon written demand by MINOSA; provided that MINOSA agrees that it shall not demand payment of the adjusted principal balance earlier than the first to occur of: (i) 30 days after the date on which (x) SEMARNAT makes a determination with respectservices rendered to the current application for the Manifestacion de Impacto Ambiental relating to our phosphate deposit project, which determination is other than an approval or (y) Enterprises or any of its affiliates withdraws such application without MINOSA’s prior written consent; (ii) termination by Odyssey of the Stock Purchase Agreement, dated March 11, 2015 (the “Purchase Agreement”), among Odyssey, MINOSA, and Penelope Mining, LLC (the “Investor”); (iii) the occurrence of an event of default under the Promissory Note; (iv) March 30, 2016; or (v) if and only if the Investor shall have terminated the Purchase Agreement pursuant to Section 8.1(d)(iii) thereof, March 30, 2016. On March 18, 2016 the agreements with MINOSA and Penelope were furtherCIC Consortium.
Because the CIC Project relates to an exploration target, there is insufficient data or information from which to estimate a mineral resource. The data and information available are insufficient to derive estimates of tonnage, grade, and production rates, or in an assessment of economic viability.
Antigua and Barbuda
Certain Information
The Funder agreed to provide up to $2.2 million in Arbitration Support Funds forinformation set forth above regarding the purpose of payingLihir Gold Project, the Claimholder’s litigation support costs in connection with Subject Claim;
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls andare procedures designed to ensure that information we are required to disclosebe disclosed in our reports that we file with or furnish tofiled under the SEC isSecurities Exchange Act of 1934, such as this report, are recorded, processed, summarized and reported within the time periods specified byin the SEC. An evaluation was carried out under the supervisionSEC’s rules and with the participation of the Company’sforms. Disclosure controls are also designed to ensure that such information is accumulated and communicated to management including theour Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgement in evaluating the cost-benefit relationship of possible controls and procedures.
Under the supervision and with the participation of our management, including our CEO and CFO, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Securities Exchange Act of 1934 Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation theour CEO and CFO have concluded that the Company’sthese disclosure controls and procedures are effective to ensure that we are able to collect process and disclose the information we are required to disclose in the reports we file with the SEC within required time periods.effective.
Internal ControlsControl over Financial Reporting
Internal Control-Integrated Framework (2013)
This Annual Report does not include an attestation report by Warren Averett, LLC, our independent registered public accounting firm, regarding internal control over financial reporting. As a smaller reporting company, our management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report.
We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes. There were no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’sour internal control over financial reporting.
6
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this Annual Report on Form
10-K:
| 1. | (a) Consolidated Financial Statements |
See “Index to Consolidated Financial Statements” on page 37.
| (b) | Consolidated Financial Statement Schedules | |||||
| 2. | Exhibits | |||
December 31, 2021 | December 31, 2020 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 2,274,751 | $ | 6,163,205 | ||||
| Accounts receivable and other, net | 268,867 | 160,257 | ||||||
| Other current assets | 776,630 | 587,394 | ||||||
| Total current assets | 3,320,248 | 6,910,856 | ||||||
| PROPERTY AND EQUIPMENT | ||||||||
| Equipment and office fixtures | 5,602,915 | 7,295,717 | ||||||
| Right to use – operating lease, net | 461,109 | 607,039 | ||||||
| Accumulated depreciation | (5,584,881 | ) | (7,287,999 | ) | ||||
| Total property and equipment | 479,143 | 614,757 | ||||||
NON-CURRENT ASSETS | ||||||||
| Investment in unconsolidated entity | 3,253,950 | 2,370,794 | ||||||
| Exploration license | 1,821,251 | 1,821,251 | ||||||
Other non-current assets | 34,295 | 41,806 | ||||||
Total non-current assets | 5,109,496 | 4,233,851 | ||||||
| Total assets | $ | 8,908,887 | $ | 11,759,464 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | 1,817,445 | $ | 1,463,669 | ||||
| Accrued expenses | 27,844,107 | 21,174,005 | ||||||
| Operating lease obligation | 163,171 | 142,080 | ||||||
| Loans payable | 22,784,010 | 31,104,239 | ||||||
| Total current liabilities | 52,608,733 | 53,883,993 | ||||||
| LONG-TERM LIABILITIES | ||||||||
| Loans payable | 18,472,997 | 11,489,029 | ||||||
| Operating lease obligation | 315,795 | 478,966 | ||||||
| Deferred income and revenue participation rights | — | 3,818,750 | ||||||
| Total long-term liabilities | 18,788,792 | 15,786,745 | ||||||
| Total liabilities | 71,397,525 | 69,670,738 | ||||||
| Commitments and contingencies (NOTE O) | 0 | 0 | ||||||
| STOCKHOLDERS’ EQUITY/(DEFICIT) | ||||||||
| Preferred stock - $.0001 par value; 24,984,166 shares authorized; 0ne outstanding | 0 | 0 | ||||||
| Common stock – $.0001 par value; 75,000,000 shares authorized; 14,309,315 and 12,591,084 issued and outstanding | 1,431 | 1,259 | ||||||
Additional paid-in capital | 249,055,600 | 237,505,357 | ||||||
| Accumulated (deficit) | (275,090,857 | ) | (265,134,463 | ) | ||||
Total stockholders’ equity/(deficit) before non-controlling interest | (26,033,826 | ) | (27,627,847 | ) | ||||
Non-controlling interest | (36,454,812 | ) | (30,283,427 | ) | ||||
| Total stockholders’ equity/(deficit) | (62,488,638 | ) | (57,911,274 | ) | ||||
| Total liabilities and stockholders’ equity/(deficit) | $ | 8,908,887 | $ | 11,759,464 | ||||
12 Month Period Ended December 31, 2021 | 12 Month Period Ended December 31, 2020 | 12 Month Period Ended December 31, 2019 | ||||||||||
| REVENUE | ||||||||||||
| Marine services | 883,790 | 1,087,669 | 1,984,316 | |||||||||
| Other services | $ | 37,448 | $ | 950,663 | $ | 1,088,671 | ||||||
| Total revenue | 921,238 | 2,038,332 | 3,072,987 | |||||||||
| OPERATING EXPENSES | ||||||||||||
| Operations and research | 9,550,619 | 10,923,819 | 7,927,831 | |||||||||
| Marketing, general and administrative | 6,321,798 | 3,749,912 | 5,491,849 | |||||||||
| Total operating expenses | 15,872,417 | 14,673,731 | 13,419,680 | |||||||||
| LOSS FROM OPERATIONS | (14,951,179 | ) | (12,635,399 | ) | (10,346,693 | ) | ||||||
| OTHER INCOME OR (EXPENSE) | ||||||||||||
| Interest income | 4,036 | 5,121 | 151 | |||||||||
| Interest expense | (10,829,464 | ) | (6,915,535 | ) | (5,360,192 | ) | ||||||
| Gain (loss) on debt extinguishment | 374,835 | (777,484 | ) | (290,024 | ) | |||||||
| Gain on debt settlement, net | 5,212,902 | 0 | 0 | |||||||||
| Change in derivative liabilities fair value | — | (732,958 | ) | (322,485 | ) | |||||||
| Other | 4,061,090 | (36,214 | ) | 819,517 | ||||||||
| Total other income or (expense) | (1,176,601 | ) | (8,457,070 | ) | (5,153,033 | ) | ||||||
| LOSS BEFORE INCOME TAXES | (16,127,780 | ) | (21,092,469 | ) | (15,499,726 | ) | ||||||
| Income tax benefit (provision) | 0 | — | — | |||||||||
NET (LOSS) BEFORE NON-CONTROLLING INTEREST | (16,127,780 | ) | (21,092,469 | ) | (15,499,726 | ) | ||||||
Non-controlling interest | 6,171,385 | 6,280,313 | 5,059,765 | |||||||||
| NET (LOSS) | $ | (9,956,395 | ) | $ | (14,812,156 | ) | $ | (10,439,961 | ) | |||
| LOSS PER SHARE | ||||||||||||
| Basic and diluted | $ | (0.75 | ) | $ | (1.41 | ) | $ | (1.12 | ) | |||
Weighted average number of common shares outstanding | ||||||||||||
| Basic and diluted | 13,296,687 | 10,538,114 | 9,346,213 | |||||||||
12 Month Period Ended December 31, 2021 | 12 Month Period Ended December 31, 2020 | 12 Month Period Ended December 31, 2019 | ||||||||||
Preferred Stock – Shares | ||||||||||||
| At beginning of year | 0 | 0 | 0 | |||||||||
| Preferred stock converted to common | 0 | 0 | 0 | |||||||||
| At end of year | 0 | 0 | 0 | |||||||||
Common Stock – Shares | ||||||||||||
| At beginning of year | 12,591,084 | 9,478,009 | 9,222,199 | |||||||||
| Common stock issued for cash | 0 | 2,553,315 | 0 | |||||||||
| Common stock issued for conversion and settlement of convertible debt and accounts payable | 695,412 | 380,223 | 0 | |||||||||
| Common stock issued to settle outstanding indebtedness | 984,848 | 0 | 0 | |||||||||
| Common stock issued for asset acquisition | 0 | 0 | 249,584 | |||||||||
| Common stock issued for exercise of warrant | 0 | 56,228 | 0 | |||||||||
| Common stock issued for services | 37,971 | 123,309 | 6,226 | |||||||||
| At end of year | 14,309,315 | 12,591,084 | 9,478,009 | |||||||||
Preferred Stock | ||||||||||||
| At beginning of year | $ | 0 | $ | — | $ | 0 | ||||||
| Preferred stock converted to common | 0 — | 0— | 0— | |||||||||
| At end of year | $ | 0 | $ | 0 | $ | 0 | ||||||
Common Stock | ||||||||||||
| At beginning of year | $ | 1,259 | $ | 948 | $ | 922 | ||||||
| Common stock issued for cash | 0 | 255 | 0 | |||||||||
| Common stock issued for conversion and settlement of convertible debt and accounts payable | 70 | 38 | 0 | |||||||||
| Common stock issued to settle outstanding indebtedness | 98 | 0 | 0 | |||||||||
| Common stock issued for asset acquisition | 0 | 0 | 25 | |||||||||
| Common stock issued for exercise of warrant | 0 | 6 | 0 | |||||||||
| Common stock issued for services | 4 | 12 | 1 | |||||||||
| At end of year | $ | 1,431 | $ | 1,259 | $ | 948 | ||||||
Additional Paid-in Capital | ||||||||||||
| At beginning of year | $ | 237,505,357 | $ | 221,027,057 | $ | 217,993,953 | ||||||
| Common stock issued for conversion and settlement of convertible debt and accounts payable | 2,774,209 | 2,449,284 | 0 | |||||||||
| Common stock issued to settle outstanding indebtedness | 6,499,902 | 0 | 0 | |||||||||
| Beneficial conversion feature on convertible obligation | 232,175 | 0 | 0 | |||||||||
| Share-based compensation | 1,330,078 | 471,121 | 756,599 | |||||||||
| Fair value of warrants attached convertible debt | 0 | 4,095,780 | 0 | |||||||||
| Asset acquisition | 0 | 0 | 1,407,627 | |||||||||
| Debt modification | 0 | 418,987 | 868,878 | |||||||||
| Common stock issued for cash, net | 0 | 8,243,128 | 0 | |||||||||
| Subsidiary equity issued for cash | 713,879 | 800,000 | 0 | |||||||||
| At end of year | $ | 249,055,600 | $ | 237,505,357 | $ | 221,027,057 | ||||||
Accumulated Deficit | ||||||||||||
| At beginning of year | $ | (265,134,462 | ) | $ | (250,322,306 | ) | $ | (239,882,345 | ) | |||
| Net (loss) | (9,956,395 | ) | (14,812,156 | ) | (10,439,961 | ) | ||||||
| At end of year | $ | (275,090,857 | ) | $ | (265,134,462 | ) | $ | (250,322,306 | ) | |||
Non-controlling Interest | ||||||||||||
| At beginning of year | $ | (30,283,427 | ) | $ | (24,003,114 | ) | $ | (19,309,066 | ) | |||
| Asset acquisition | 0 | 0 | 365,717 | |||||||||
| Net (loss) | (6,171,385 | ) | (6,280,313 | ) | (5,059,765 | ) | ||||||
| At end of year | (36,454,812 | ) | (30,283,427 | ) | (24,003,114 | ) | ||||||
| Total stockholders’ equity/(deficit) | $ | (62,488,638 | ) | $ | (57,911,274 | ) | $ | (53,297,416 | ) | |||
12 Month Period Ended December 31, 2021 | 12 Month Period Ended December 31, 2020 | 12 Month Period Ended December 31, 2019 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
Net (loss) before non-controlling interest | $ | (16,127,780 | ) | $ | (21,092,469 | ) | $ | (15,499,726 | ) | |||
| Adjustments to reconcile net loss to net cash (used) in operating activities: | ||||||||||||
| Note payable interest accretion | 45,171 | (150,322 | ) | 845,892 | ||||||||
Accrued non-cash interest related to convertible debt | 0 | 121,398 | 0 | |||||||||
| Share-based compensation | 1,230,082 | 192,532 | 55,200 | |||||||||
| Depreciation and amortization | 8,821 | 9,322 | 116,434 | |||||||||
| (Gain) loss on debt extinguishment | (374,835 | ) | 777,484 | 290,024 | ||||||||
| (Gain) on sale of equipment | (342,125 | ) | 0 | 0 | ||||||||
| Beneficial conversion feature on convertible debt, interest expense | 232,175 | 0 | 0 | |||||||||
| Director fees settled with equity instruments | 0 | 0 | 701,396 | |||||||||
| Change in derivatives liabilities fair value | 0 | 732,958 | 322,485 | |||||||||
| Debt modification inducement | 0 | 0 | 868,878 | |||||||||
| Right of use asset amortization | 145,930 | 132,764 | 53,233 | |||||||||
Financing fees amortization | 133,993 | 52,213 | 0 | |||||||||
| Investment in unconsolidated entity | (883,156 | ) | (870,794 | ) | (747,333 | ) | ||||||
| (Gain) on debt settlement, net | (5,212,902 | ) | 0 | 0 | ||||||||
| Deferred revenue | (3,818,750 | ) | 0 | (825,000 | ) | |||||||
| (Increase) decrease in: | ||||||||||||
| Accounts receivable | (108,610 | ) | 261,336 | 367,828 | ||||||||
| Other assets | (181,725 | ) | 399,082 | 355,126 | ||||||||
| Increase (decrease) in: | ||||||||||||
| Accounts payable | 6,292,180 | 4,563,544 | 3,690,481 | |||||||||
| Accrued expenses and other | 13,658,052 | 5,583,783 | 3,960,783 | |||||||||
| NET CASH (USED) IN OPERATING ACTIVITIES | (5,303,479 | ) | (9,287,169 | ) | (5,444,299 | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Proceeds from sale of equipment | 342,125 | 0 | 0 | |||||||||
| Purchase of property and equipment | (19,137 | ) | 0 | (15,492 | ) | |||||||
| NET CASH PROVIDED BY INVESTING ACTIVITIES | 322,988 | 0 | (15,492 | ) | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Proceeds from issuance of loans payable | 1,375,511 | 3,620,977 | 3,271,181 | |||||||||
| Debt termination fee | (500,000 | ) | — | — | ||||||||
| Proceeds from sale of common stock | 0 | 11,315,000 | 0 | |||||||||
| Offering costs paid on sale of common stock | 0 | (89,642 | ) | 0 | ||||||||
| Proceeds from sale of equity of subsidiary | 713,879 | 800,000 | 0 | |||||||||
| Payment of operating lease liability | (142,080 | ) | (123,152 | ) | (48,838 | ) | ||||||
| Repayment of loan and debt obligations | (355,273 | ) | (286,198 | ) | (346,130 | ) | ||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,092,037 | 15,236,985 | 2,876,213 | |||||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (3,888,454 | ) | 5,949,816 | (2,583,578 | ) | |||||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 6,163,205 | 213,389 | 2,796,967 | |||||||||
| CASH AND CASH EQUIVALENTS AT END OF YEAR | $ | 2,274,751 | $ | 6,163,205 | $ | 213,389 | ||||||
| SUPPLEMENTARY INFORMATION: | ||||||||||||
| Interest paid | $ | 0 | $ | 1,275,269 | $ | 1,544,663 | ||||||
| Income taxes paid | $ | 0 | $ | 0 | $ | 0 | ||||||
| Director fees paid with equity | $ | 100,000 | $ | 278,602 | $ | 0 | ||||||
| Accounts payable settled with equity | $ | 0 | $ | 50,000 | $ | 0 | ||||||
Gain on debt forgiveness | $ | 370,400 | $ | — | $ | — | ||||||
NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
| Average market price during the period | $ | 6.50 | $ | 5.06 | $ | 4.93 | ||||||
| In the money potential common shares from options excluded | 22,493 | 22,493 | 22,493 | |||||||||
| In the money potential common shares from warrants excluded | 2,781,314 | 2,585,179 | 120,000 | |||||||||
Per share | 2021 | 2020 | 2019 | |||||||||
| Out of the money options excluded: | ||||||||||||
| $12.48 | 136,833 | 136,833 | 136,833 | |||||||||
| $12.84 | 4,167 | 4,167 | 4,167 | |||||||||
| $26.40 | 75,158 | 75,158 | 75,158 | |||||||||
Out-of-the-money | ||||||||||||
| $5.76 | 0 | 196,135 | 196,135 | |||||||||
| $7.16 | 700,000 | 700,000 | 700,000 | |||||||||
| Total excluded | 916,158 | 1,112,293 | 1,112,293 | |||||||||
2021 | 2020 | 2019 | ||||||||||
| Excluded unvested restricted stock awards | 476,341 | 249,391 | 41,667 | |||||||||
12 Month Period Ended December 31, 2021 | 12 Month Period Ended December 31, 2020 | 12 Month Period Ended December 31, 2019 | ||||||||||
| Net loss | $ | (9,956,395 | ) | $ | (14,812,156 | ) | $ | (10,439,961 | ) | |||
| Numerator, basic and diluted net loss available to stockholders | $ | (9,656,395 | ) | $ | (14,812,156 | ) | $ | (10,439,961 | ) | |||
| Denominator: | ||||||||||||
| Shares used in computation – basic: | ||||||||||||
| Weighted average common shares outstanding | 13,296,687 | 10,538,114 | 9,346,213 | |||||||||
| Shares used in computation – diluted: | ||||||||||||
| Weighted average common shares outstanding | 13,296,687 | 10,538,114 | 9,346,213 | |||||||||
| Net loss per share – basic and diluted | $ | (0.75 | ) | $ | (1.41 | ) | $ | (1.12 | ) | |||
December 31, 2021 | December 31, 2020 | |||||||
| Related party | 268,867 | 160,220 | ||||||
| Other | 0 | 37 | ||||||
| Accounts receivable, net | $ | 268,867 | $ | 160,257 | ||||
December 31, 2021 | December 31, 2020 | |||||||
| Prepaid expenses | $ | 732,562 | $ | 582,319 | ||||
| Deposits | 44,068 | 5,075 | ||||||
| Total other current assets | $ | 776,630 | $ | 587,394 | ||||
December 31, 2021 | December 31, 2020 | |||||||
| Computers and peripherals | 535,807 | 612,286 | ||||||
| Furniture and office equipment | 1,009,238 | 1,267,281 | ||||||
| Marine equipment | 4,057,870 | 5,416,150 | ||||||
| Right to use asset, net | 461,109 | 607,039 | ||||||
| 6,064,024 | 7,902,756 | |||||||
| Less: Accumulated depreciation | (5,584,881 | ) | (7,287,999 | ) | ||||
| Property and equipment, net | $ | 479,143 | $ | 614,757 | ||||
| Fair value of 249,584 common shares issued | $ | 1,407,653 | ||
| Direct transaction costs | 46,113 | |||
| Total consideration paid | $ | 1,453,766 | ||
| Intangible asset-exploration license rights | $ | 1,821,251 | ||
| Current assets | 1,748 | |||
| Current liabilities | (3,516 | ) | ||
Less: Non-controlling interest | (365,717 | ) | ||
| Total net assets acquired | $ | 1,453,766 | ||
December 31, 2021 | December 31, 2020 | |||||||
| Note 1 – Monaco 2014 | 0 | $ | 2,800,000 | |||||
| Note 2 – Monaco 2016 | 0 | 1,175,000 | ||||||
| Note 3 – MINOSA 1 | 14,750,001 | 14,750,001 | ||||||
| Note 4 – Epsilon | 0 | 1,000,000 | ||||||
| Note 5 – SMOM | 0 | 3,500,000 | ||||||
| Note 6 – MINOSA 2 | 5,050,000 | 5,050,000 | ||||||
| Note 7 – Monaco 2018 | 0 | 1,099,367 | ||||||
| Note 8 – Promissory note | 0 | 1,245,862 | ||||||
| Note 9 – Litigation financing | 18,323,097 | 10,968,729 | ||||||
| Note 10 – Payroll Protection Program | 0 | 370,400 | ||||||
| Note 11 – EIDL | 149,900 | 149,900 | ||||||
| Note 12 – Vendor note payable | 484,009 | 484,009 | ||||||
| Note 13 – Monaco | 2,500,000 | — | ||||||
| $ | 41,257,007 | $ | 42,593,268 | |||||
on February 19, 2016, and (c) establishing a classified board of directors (collectively, the “Amendments”). The Amendments have been or will be set forth in certificates of amendment to the Company’s articles of incorporation filed or to be filed with the Nevada Secretary of State. As collateral for the loan, we granted MINOSA a security interest in the Company’s 54% interest in Oceanica. The outstanding principal balance of this debt was $14.75 million at December 31, 2021 and 2020, respectively. The maturity date of this indebtedness has been amended and matured on March 18, 2017. Per Note 6 MINOSA 2 below, the Minosa Purchase Agreement amended the due date of this note to a due date which may be no earlier than
December 31, 2017, that is at least 60 days subsequent to written notice that Minosa intends to demand payment. See Note 6 – MINOSA 2 for further
qualifications. During December 2017, MINOSA transferred this debt to its parent company. For the twelve months ended December 31, 2021 and
2020, interest expense in the amount of $1,179,998 and $1,183,230, respectively, was recorded.
| Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 | Tranche 5 | Total | |||||||||||||||||||
| Promissory Note | $ | 1,932,759 | $ | 5,826,341 | $ | 2,924,172 | $ | 1,960,089 | $ | 1,723,492 | $ | 14,366,853 | ||||||||||||
| Deferred Income (Oceanica Call Option) | 67,241 | 173,659 | 75,828 | 39,911 | 26,509 | 383,148 | ||||||||||||||||||
| Proceeds | $ | 2,000,000 | $ | 6,000,000 | $ | 3,000,000 | $ | 2,000,000 | $ | 1,750,001 | $ | 14,750,001 | ||||||||||||
| Tranche 3 | Tranche 4 | Tranche 5 | ||||||||||
| Promissory Note | $ | 981,796 | $ | 939,935 | $ | 1,000,000 | ||||||
| Beneficial Conversion Feature (“BCF”)* | 18,204 | 60,065 | — | |||||||||
| Proceeds | $ | 1,000,000 | $ | 1,000,000 | $ | 1,000,000 | ||||||
2021 | 2020 | |||||||
Compensation and incentives | $ | 1,655,761 | $ | 1,136,754 | ||||
Professional services | 1,475,522 | 243,995 | ||||||
Deposit | 450,000 | 450,000 | ||||||
Interest | 21,875,753 | 18,002,386 | ||||||
Accrued insurance obligations | 621,770 | 355,814 | ||||||
Other operating | 1,765,301 | 985,056 | ||||||
Total accrued expenses | $ | 27,844,107 | $ | 21,174,005 | ||||
December 31, 2021 | December 31, 2020 | |||||||
“ Seattle ” project | $ | 0 | 62,500 | |||||
Galt Resources, LLC (HMS Victory ) | 0 | 3,756,250 | ||||||
| Total revenue participation rights | $ | 0 | $ | 3,818,750 | ||||
Convertible Preferred Stock | Shares | Price Per Share | Total Investment | |||||||||
Series AA-1 | 8,427,004 | $ | 12.00 | $ | 101,124,048 | |||||||
Series AA-2 | 7,223,145 | $ | 6.00 | 43,338,870 | ||||||||
| 15,650,149 | $ | 144,462,918 | ||||||||||
Number of Shares | Weighted Average Exercise Price | |||||||
| Outstanding at December 31, 2018 | 238,651 | $ | 15.95 | |||||
| Granted | 0 | $ | 0 | |||||
| Exercised | 0 | $ | 0 | |||||
| Cancelled | 0 | $ | 0 | |||||
| Outstanding at December 31, 2019 | 238,651 | $ | 15.95 | |||||
| Granted | 0 | $ | 0 | |||||
| Exercised | 0 | $ | 0 | |||||
| Cancelled | 0 | $ | 0 | |||||
| Outstanding at December 31, 2020 | 238,651 | $ | 15.95 | |||||
| Granted | 0 | $ | 0 | |||||
| Exercised | 0 | $ | 0 | |||||
| Cancelled | 0 | $ | 0 | |||||
| Outstanding at December 31, 2021 | 238,651 | $ | 15.95 | |||||
| Options exercisable at December 31, 2019 | 238,651 | $ | 15.95 | |||||
| Options exercisable at December 31, 2020 | 238,651 | $ | 15.95 | |||||
| Options exercisable at December 31, 2021 | 238,651 | $ | 15.95 | |||||
Stock Options Outstanding | ||||||||||||
Range of Exercise Prices | Number of Shares Outstanding | Weighted Average Remaining Contractual Life in Years | Weighted Average Exercise Price | |||||||||
| $26.40 - $26.40 | 75,158 | 2.00 | $ | 26.40 | ||||||||
| $12.48 - $12.84 | 141,000 | 3.00 | $ | 12.48 | ||||||||
| $2.02 - $3.59 | 22,493 | 4.65 | $ | 2.74 | ||||||||
| 238,651 | 2.84 | $ | 15.95 | |||||||||
Number of Shares | Weighted Average Grant Date Fair Value | |||||||
| Unvested at December 31, 2020 | 249,391 | $ | 5.18 | |||||
| Granted | 254,559 | $ | 7.05 | |||||
| Vested | (227,241 | ) | $ | 5.62 | ||||
| Cancelled | 0 | $ | 0 | |||||
| Unvested at December 31, 2021 | 276,709 | $ | 6.54 | |||||
Common Stock Warrants | Exercise Price | Termination Date | ||||||
| 196,135 | $ | 5.76 | 07/08/2024 | |||||
| 700,000 | $ | 7.16 | 11/02/2023 | |||||
| 551,378 | $ | 3.99 | ** | |||||
| 131,816 | $ | 4.67 | 08/14/2023 | |||||
| 1,901,985 | $ | 4.75 | 02/25/2024 | |||||
| 3,481,314 | ||||||||
December 31, 2021 | December 31, 2020 | December 31, 2019 | ||||||||||
Current | ||||||||||||
Federal | $ | 0 | $ | 0 | $ | 0 | ||||||
State | 0 | 0 | 0 | |||||||||
| $ | 0 | $ | 0 | $ | 0 | |||||||
Deferred | ||||||||||||
Federal | $ | 0 | $ | 0 | $ | 0 | ||||||
State | 0 | 0 | 0 | |||||||||
| $ | 0 | $ | 0 | $ | 0 | |||||||
December 31, 2021 | December 31, 2020 | |||||||
Deferred tax assets: | ||||||||
Net operating loss and tax credit carryforwards | $ | 72,201,754 | $ | 66,867,637 | ||||
Capital loss carryforward | 5,514 | 5,683 | ||||||
Accrued expenses | 363,149 | 253,374 | ||||||
Start-up costs | 5,664 | 5,837 | ||||||
Excess of book over tax depreciation | 259,667 | 394,649 | ||||||
Stock option and restricted stock award expense | 1,429,488 | 1,464,210 | ||||||
Debt Extinguishment | 58,161 | 59,934 | ||||||
Less: valuation allowance | (74,138,667 | ) | (68,859,984 | ) | ||||
| $ | 184,730 | $ | 191,340 | |||||
Deferred tax liability: | ||||||||
Property and equipment basis | $ | 10,434 | $ | 48,545 | ||||
Prepaid expenses | 174,296 | 142,795 | ||||||
| $ | 184,730 | $ | 191,340 | |||||
Net deferred tax asset | $ | 0 | $ | 0 | ||||
December 31, 2021 | $ | 74,138,667 | ||
December 31, 2020 | 68,859,984 | |||
Change in valuation allowance | $ | 5,278,683 | ||
December 31, 2021 | December 31, 2020 | December 31, 2019 | ||||||||||
| Expected (benefit) | $ | (3,386,834 | ) | $ | (4,429,419 | ) | $ | (3,254,942 | ) | |||
| Effects of: | ||||||||||||
| State income taxes net of federal benefits | (570,116 | ) | (940,302 | ) | (156,858 | ) | ||||||
| Nondeductible expense | (56,839 | ) | 150,238 | 262,776 | ||||||||
| Subpart F Income | 735,229 | 345,006 | — | |||||||||
| Debt Extinguishment | 0 | 91,266 | — | |||||||||
Funder | 0 | 2,482,252 | — | |||||||||
| Change in valuation allowance | 6,229,371 | 4,815,784 | 5,170,161 | |||||||||
| Foreign Rate Differential | (2,950,811 | ) | (2,514,825 | ) | (2,021,137 | ) | ||||||
| $ | 0 | $ | 0 | $ | 0 | |||||||
Year ending December 31, | Annual payment obligation | |||
| 2022 | 151,965 | |||
| 2023 | 156,524 | |||
| 2024 | 92,884 | |||
| $ | 401,373 | |||
Year ending December 31, | Annual payment obligation | |||
| 2022 | 51,827 | |||
| 2023 | 53,382 | |||
| 2024 | 40,930 | |||
| $ | 146,139 | |||
Fiscal Year Ended December 31, 2021 | ||||||||||||||||
Quarter Ending | ||||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||||
| Revenue - net | $ | 291,676 | $ | 182,334 | $ | 197,051 | $ | 250,177 | ||||||||
| Gross profit | 291,676 | 182,334 | 197,051 | 250,177 | ||||||||||||
| Net income (loss) | (3,720,218 | ) | (2,227,499 | ) | (4,085,297 | ) | 76,619 | |||||||||
| Basic and diluted net income per share | $ | (0.29 | ) | $ | (0.17 | ) | $ | (0.31 | ) | $ | 0.02 | |||||
Fiscal Year Ended December 31, 2020 | ||||||||||||||||
Quarter Ending | ||||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||||
| Revenue - net | $ | 1,005,511 | $ | 519,969 | $ | 211,538 | $ | 301,314 | ||||||||
| Gross profit | 1,005,511 | 519,969 | 211,538 | 301,314 | ||||||||||||
| Net income (loss) | (2,897,976 | ) | (4,098,623 | ) | (5,448,046 | ) | (2,367,511 | ) | ||||||||
| Basic and diluted net income per share | $ | (0.30 | ) | $ | (0.43 | ) | $ | (0.51 | ) | $ | (0.17 | ) | ||||
Balance at Beginning of Year | Charged (Credited) to Expenses | Charged (Credited) to Other Accounts | Deductions | Balance at End of Year | ||||||||||||||||
| Inventory reserve | ||||||||||||||||||||
| 2019 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
| 2020 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
| 2021 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
| Accounts receivable reserve | ||||||||||||||||||||
| 2019 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
| 2020 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
| 2021 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunder duly authorized.
| ODYSSEY MARINE EXPLORATION, INC. | ||||||||
| Dated: August 11, 2022 | ||||||||
| By: | / | |||||||
Chief | ||||||||