Table of Contents
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM
10-K/A
(Amendment No. 1)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
S-T
during the preceding 12 months (or for such shorter period
that
the registrant was required to submit and post such files).    Yes  ☒    No  ☐
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 Rule
12b-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

 

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EXPLANATORY NOTE
Odyssey Marine Exploration, Inc. (the “Company,” “we”,“we,” or “our”) is filing this Form
10-K/A
(this “Amendment”) to further amend our Annual Report on Form
10-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 Original Filing.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 OriginalAmended 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 OriginalAmended Filing. Capitalized terms not defined in this Amendment have the meaning givensgiven to them in the Original Filing.
 
Table of Contents
TABLE OF CONTENTS
 
     
Page
 
Part I
   
Item 2.
 
Item 2.
Properties
   1 
Item 9A.
 
Item 9A.
Controls and Procedures
   6 
Item 15.
Exhibits and Financial Statement Schedules
7
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ITEM 2. PROPERTIES
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.
Qualified Person
The scientific and technical disclosures about the Don Diego Phosphorite Project in this annual report on Form
10-K
have been reviewed and approved by Henry J. Lamb of Mineral Resource Associates. Mr. Lamb is a professional geologist with 40 years’ experience in the exploration, evaluation, development, maintenance, and operation of phosphate rock mines and beneficiation plants in multiple countries. Mr. Lamb is a “qualified person” as defined by Regulation
S-K
Subpart 1300 and NI
43-101.
For a description of the key assumptions, parameters and methods used to estimate mineral resources included in this Form
10-K,
as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, socio-economic, marketing, political or other relevant factors, please review the
43-101
Technical Report for the Don Diego Phosphorite Project attached as Exhibit 96.01 to this annual report on Form
10-K.
Technical Report
The information that follows relating to the Don Diego Phosphorite Project is, for the most part, derived from, and, in some instances, may be extracted from, the
43-101
technical report entitled “Technical Report: Revised Assessment of the Don Diego West Phosphorite Deposit, Mexican Exclusive Economic Zone (EEZ)” (the “Don Diego Technical Report”), with an effective date of June 30, 2014. Readers should consult the Don Diego Technical Report to obtain further information regarding the Don Diego Phosphorite Project, which is available at www.sec.gov and attached as Exhibit 96.01 to this annual report on Form
10-K.
The Don Diego Technical Report is not incorporated by reference into this annual report on Form
10-K.
Following the submission of the 2014 Technical Report, additional samples from the newly acquired Don Diego Norte concession were analyzed by Mr. Lamb and results were provided to us. No analysis has been done on the Don Diego Sur concession. The NI
43-101
Technical Report and additional updates pertaining to the Norte concession were completed using standard guidelines and protocols.
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.
 
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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 a
50-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.
 
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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
 
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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.
Assessment Results
The Don Diego Technical Report describes the exploration program for the Don Diego Mineral Concession as the most detailed phosphorite production-based exploration program to be executed in the Offshore Baja California Phosphorite District. The exploration concept was to explore the area using known technologies applied to the marine environment to locate a suitable phosphorite deposit capable of sustaining the production of 3.0 to 3.5 million tonnes per year of phosphate rock concentrates with suitable chemical characteristics for the production of phosphoric acid using one of the established wet processes for a period of not less than 20 years.
The keys conclusions of the Don Diego Technical Report, which covered a portion of the original primary concession area granted in 2012 are:
 
The Don Diego Mineral Concession contains an enriched, sedimentary marine phosphorite with the potential to yield a commercial phosphate rock concentrate using known procedures for mining (dredging) and mineral processing (washing, sizing, attrition, flotation and density separation).
The measured phosphorite resource for the Don Diego West Phosphorite Deposit is estimated at 106.9 million tonnes at 18.44% P
2
O
5
contained within an area of 27.83 km
2
. The average overburden thickness is 1.04 meters overlying an average of 2.75 meters of phosphorite.
The indicated phosphorite resource for the Don Diego West Phosphorite Deposit is estimated at 220.3 million ore tonnes at 18.71% P
2
O
5
contained within an area of 55.49 km
2
. The average overburden thickness is 1.16 meters overlying an average of 2.82 meters of phosphorite.
The inferred phosphorite resource for the Don Diego West Phosphorite Deposit is estimated at 166.4 million ore tonnes at 18.89% P
2
O
5
contained within an area of 40.74 km
2
. The average overburden thickness is 1.34 meters overlying an average of 2.97 meters of phosphorite.
The geologic boundaries of the Don Diego West Phosphorite Deposit appear to be open to the northwest, to the southeast, at depth and to the west. Future drilling results coupled with appropriate sampling and laboratory testing have the potential to further define the geologic continuity of the deposit and increase the mineral resource estimate.
Preliminary assaying and metallurgical testing of the core samples at approximately
one-meter
intervals indicates the potential to produce a phosphate rock concentrate at 28% to 30% P
2
O
5
with a favorable CaO/P
2
O
5
ratio of 1.5 to 1.55 and a Minor Element Ratio (MER) of 0.07 to 0.08. The chemical analysis suggests that the concentrate would be suitable for the production of phosphoric acid using the wet process methods.
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Additional analysis was performed by the qualified person on the Norte concession. Conclusions were reported as below and are in addition to the Technical Report; the table reported in the Phosphorite Resources subsection considers the overall reported resource statistics in the primary concession plus the Norte concession.
The measured phosphorite resource for the Don Diego Norte Concession is estimated at 8 million tonnes at 14.95% P
2
O
5
contained within an area of 2.25 km
2
. The average overburden thickness is 0.89 meters overlying an average of 2.51 meters of phosphorite.
The indicated phosphorite resource for the Don Diego Norte Concession is estimated at 23.3 million ore tonnes at 15.04% P
2
O
5
contained within an area of 6.58 km
2
. The average overburden thickness is 0.89 meters overlying an average of 2.49 meters of phosphorite.
The inferred phosphorite resource for the Don Diego Norte Concession is estimated at 63.4 million ore tonnes at 14.94% P
2
O
5
contained within an area of 17.89 km
2
. The average overburden thickness is 0.87 meters overlying an average of 2.53 meters of phosphorite.
Material Assumptions, Parameters, and Methods
The Don Diego Technical Report (Section 17.3) sets forth the material assumptions, parameters, and methods used to estimate phosphorite resources as follows:
The category estimates are based on 199 drill holes representing 746.6 meters of drilling and 761 sample intervals. Based on laboratory physical and chemical tests results, the raw data was calculated for each sample interval (strata) and the quantity and quality of each component was reported. Detailed size distribution data was summarized into coarse waste (+20 mesh), flotation feed
(-20+150
mesh) and fine waste
(-150
mesh) and the estimated quantity and quality for each was reported.
Flotation tests have established certain parameters (concentrate %P
2
O
5
and insol, tailings % P
2
O
5
and insol, and recovery factors) from a broad geographic range of sample locations at various depths and ore grades. These parameters were used to establish formulae for estimating the concentrate tonnes, % P
2
O
5
and insol for each strata containing an acceptable ore quantity and quality. [Based on critical physical and chemical characteristics that are directly correlated with Capital Investment and Operating Cost, each strata was classified as waste, marginal and mineable. Waste strata having a high Ore to Concentrate tonnage Ratio, a high Flotation Feed to Concentrate tonnage Ratio, or a low Concentrate P
2
O
5
content and lying above a marginal or mineable strata is identified as overburden. The overburden could be removed and discarded in a
non-mineralized
(sterile) area prior to mining and processing the underlying phosphorite strata. The marginal strata will have a lower economic value but when blended with the mineable strata in a well-defined mine plan could make a positive economic contribution. The mineral strata have favorable physical, chemical and economic characteristics.
The resource calculation procedure is based on the geologic data and laboratory testing of the core samples obtained from the drilling program, the reduction of the data into strata calculation reports and compilation of the marginal and mineable strata into mineable hole composites.
Using a conventional polygonal area of influence to weight each mineable hole, the measured, indicated and inferred phosphorite resources were calculated. The chemical characteristics are weight averaged with the tonnes as the weighting factor.
Measured resources are based on those holes within the transverse cross-sections where the distance between drill holes is approximately 500 meters and the geologic continuity along the primary axis is considered to be 500 meters. Thus, the area of influence is 0.25 km
2
.
Indicated resources have an area of influence for each drill hole equal to 1.0 km
2
(500 meters by 2,000 meters). The area of influence for the inferred resources is variable and typically extends midway between transect lines.
The resources have been estimated as if the final product is to be a feedstock for a wet process phosphoric acid plant to produce end product phosphoric acid for the fertilizer market. The resources are subject to modification based on the requirements of the end user process such as direct application or SSP (single superphosphate).
Description of Sampling Methods
Piston Core and
One-Pass
Samples.
For each location two piston cores were collected, one was archived while the other was split, photographed and described. The
one-pass
core barrel did not have liners; therefore, the material was hydraulically extruded into a core tray. For each
one-pass
core, the core was photographed and described. For both types of samples, visual descriptions used a
10-power
hand lens and grain size card to determine grain size, sorting, roundness, presence of pelletal phosphorite, and shell fragment size. Colors were determined using Munsell soil color charts. Benthic infauna found within the samples were photographed, measured and identified. The archived core liner was capped and secured on both ends and labeled with appropriate identification. The archived piston core tubes, containing the undisturbed samples, were stored until returning to port (San Diego, California) where the samples were securely packaged, with a chain of custody identifying the contents of each package, and shipped by a commercial carrier to the Florida Industrial and Phosphate Research Institute (FIPR) laboratory in Bartow, Florida.
Rossfelder Core Samples
. Due to the recovery length, the Rossfelder core liners, containing the recovered samples, were cut into 1.0 to
1.2-m
sections and point sampled. Visual descriptions used a
10-power
hand lens and grain size card to determine grain size, sorting, roundness, presence of pelletal phosphorite, and shell fragment size. Colors were determined using Munsell soil color charts. Benthic infauna found within the samples were photographed, measured and identified. The
1-m
core liner sections were capped and secured on both ends, labeled with appropriate identifiers, and shipped by a commercial carrier to the FIPR laboratory. Only the samples from the Rossfelder Vibracore were used in the preparation of the Don Diego West Phosphorite Deposit resource estimate.
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ROV Samples
. Visual descriptions used a
10-power
hand lens and grain size card to determine grain size, sorting, roundness, presence of pelletal phosphorite, and shell fragment size. Colors were determined using a Munsell soil color chart. Any benthic infauna found within the samples were photographed, measured and identified. No ROV samples were archived.
Internal Controls
Assay was overseen by a qualified person and performed in line with the procedures of the Association of Fertilizer and Phosphate Chemists (AFPC) at an experienced laboratory. Quality assurance and control measures included duplicate assays and the use of both blank and reference materials at select intervals. Uniform sample preparation, digestion, and spectral analysis procedures were followed. Measures are detailed is sections 13 and 14 and Appendix G in the attached
43-101
Technical Report for the Don Diego Phosphorite Project as Exhibit 96.01 to this annual report on Form
10-K.
Related Matters
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 Regulation
S-KS-K.
Other Interests and cannot obtainProjects
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 CIC Limited, a company organized under the laws of 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, which 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 modern placer gold. Two subaqueous debris fields within the area are adjacent to the terrestrial Ladolam Gold Mine and are believed to have originated from the same volcanogenic source. The resource lies 500-2,000 meters deep in the Papua New Guinea (“PNG”) Exclusive Economic Zone off the coast of Lihir Island, adjacent to the location of one withoutof the world’s largest know terrestrial gold deposits. Previous exploration expeditions in the license area, including a survey conducted by Odyssey, indicate it is highly prospective for commercially viable gold content.
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 exploration program.
Offshore survey and mapping operations commenced in December 2021 in the license area. Raw data is being processed to produce a report and full analysis. The goals of this work include producing a high-resolution acoustic terrain model of the seafloor in the area, as well as acquiring acoustic images of subseafloor sediments and lithology. This will provide a basis for characterizing the geologic setting of the area and essentially creating a “snapshot” of the environment. These activities will help us to further characterize the value of this project and allow informed decision making on how to proceed with environmentally sensitive direct geologic sampling.
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Odyssey’s multi-year exploration program will focus on robust environmental surveys and studies that will accrue to environmental permitting in compliance with PNG’s requirements as well as the development of an Environmental Impact Assessment. During the exploration phase, steps to validate and quantify the precious and base metal content of the prospective resource will also be carried out. Once completed, if the data shows extraction can be carried out responsibly, [Odyssey will apply for a mining license].
Because the Lihir Gold Project relates to an exploration target and only exploration activities have been undertaken, there is insufficient data or information from which to estimate a mineral resource. The exploration results are insufficient to derive estimates of tonnage, grade, and production rates, or in an assessment of economic viability.
CIC Project
Odyssey is a member of the CIC Consortium, which was founded and is led by Odyssey co-founder and former CEO, Greg Stemm, and includes Royal Boskalis Westminster NV and Odyssey Marine Exploration. The CIC Consortium was founded to apply for a license from the Cook Islands Seabed Minerals Authority (“SBMA”) to explore for seabed minerals in the Cook Islands, which we refer to as the CIC Project. In December 2021, the Cook Islands Seabed Minerals Authority’s (“SBMA”) Licensing Panel evaluated three applications and announced that CIC met the qualification criteria for an exploration license, and CIC was later awarded a five-year exploration license by the Cook Islands.
Through a wholly owned subsidiary, Odyssey has earned and now hold a position of approximately 13.9% of the current outstanding equity units of CIC. We have the ability to earn up to 20.0 million equity 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 services rendered to the CIC 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
In September 2021, Odyssey entered into a Memorandum of Understanding (“MoU”) with the Government of Antigua and Barbuda (“GOAB”) to determine the feasibility of a sustainable seabed mineral resource program from highly prospective areas in their Exclusive Economic Zone. We believe there is a high probability for polymetallic nodule formation based upon legacy data, regional analysis and seafloor conditions which are similar to and adjacent to our target area. Development of an exploration program, which will be the basis for a definitive agreement between the parties, is in late-stage development. The data and information available relating to this area are insufficient to derive estimates of tonnage, grade, and production rates, or in an assessment of economic viability.
Certain Information
The information set forth above regarding the Lihir Gold Project, the CIC Project, and the potential project that is the subject of the MoU with the GOAB does not include certain information regarding these projects to which we do not have access. The omitted information includes the aggregate annual production for the properties during each of the three most recently completed fiscal years; acreages involved; key permit conditions; mine types and mineralization styles; and information regarding processing plants and other available facilities. The foregoing information was not presented in the disclosure provided either because it is not available from any source or obtaining the information would result in an unreasonable burden or expense or delay.to Odyssey.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure
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. In making this assessment,Based on that evaluation our CEO and CFO have concluded that these disclosure controls and procedures are effective.
Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rule 13a-15(f) of the Company’s management usedExchange Act. With management’s participation, an evaluation of the effectiveness of internal control over financial reporting was conducted as of December 31, 2021, based on the framework and criteria set forthestablished in
Internal Control-Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated Framework (2013 edition)
.Commission. Based on this evaluation, management, including our CEO and our CFO, concluded that our internal control over financial reporting was effective as of December 31, 2021.
Internal Controls
This Annual Report does not include an attestation report by Warren Averett, LLC, our independent registered public accounting firm, regarding internal control over Financial Reportingfinancial 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.
Management’s report on
We regularly review our system of internal controlscontrol over financial reporting can be found in the financial statement section of this report.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 have beenwere no significant changes in the Company’sour internal controlscontrol over financial reporting as ofthat 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.
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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
See “Index to Consolidated Financial Statements” on page 37.
All other schedules have been omitted because the required information is not significant or is included in the financial statements or notes thereto, or is not applicable.
2.
Exhibits
The Exhibits listed in the Exhibits Index, which appears immediately following the signature page and is incorporated herein by reference, are filed as part of this Annual Report on Form 10-K.
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SIGNATURES
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: July 18,August 11, 2022   
 
 By: 
/s/ Christopher E. Jones
   Chief Financial Officer
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EXHIBITS INDEX
Exhibit
Number
Description
    3.1
Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-KSB for the year ended February 28, 2001)
    3.2
Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K dated February 28, 2006)
    3.3
Certificate of Amendment filed with the Nevada Secretary of State on June 6, 2011 (incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K filed June 7, 2011)
    3.4
Certificate of Amendment filed with the Nevada Secretary of State on February 18, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K filed February 19, 2016)
    3.5
Certificate of Change filed with the Nevada Secretary of State on February 18, 2016 (incorporated by reference to Exhibit 3.2 to the Company’s Report on Form 8-K filed February 19, 2016)
    3.6
Certificate of Withdrawal filed with the Nevada Secretary of State on June 29, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K filed July 6, 2016)
    3.7
Amendment to Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K filed August 15, 2017)
    4.1
Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 8-K filed November 2, 2018)
    4.2
Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019)
    4.3
Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 8-K filed August 25, 2020)
  10.1*
2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company’s Report on Form 8-K dated August 3, 2005)
  10.2*
Employment Agreement dated August 7, 2014, between the Company and Mark D. Gordon (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014)
  10.3*
2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K dated January 2, 2015)
  10.4
Stock Purchase Agreement dated March 11, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K dated March 13, 2015)
  10.5
Promissory Note dated March 11, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K dated March 13, 2015)
  10.6
Pledge Agreement dated March 11, 2015 (incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 8-K dated March 13, 2015)
  10.7
Amendment No. 1 to Stock Purchase Agreement dated April 10, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K dated April 15, 2015)
  10.8
Amendment No. 1 to Promissory Note dated April 10, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K dated April 15, 2015)
  10.9
Amendment No. 1 to Pledge Agreement dated April 10, 2015 (incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 8-K dated April 15, 2015)
  10.10
Amendment No. 2 to Promissory Note dated October 1, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K dated October 5, 2015)
  10.11
Convertible Promissory Note dated March 18, 2016 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K dated March 18, 2016)
  10.12
Loan and Security Agreement dated April 15, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K dated April 21, 2016)
  10.13
Convertible Promissory Note dated April 15, 2016 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K dated April 21, 2016)
  10.14
Note Purchase Agreement dated August 10, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed August 15, 2017)
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  10.15
Convertible Promissory Note dated August 10, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed August 15, 2017)
  10.16
Second Amended and Restated Convertible Promissory Note dated August 10, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 8-K filed August 15, 2017)
  10.17
Second Amended and Restated Waiver and Consent and Amendment No. 5 to Promissory Note and Amendment No. 2 to Stock Purchase Agreement dated August 10, 2017 (incorporated by reference to Exhibit 10.4 to the Company’s Report on Form 8-K filed August 15, 2017)
  10.18
Share Purchase Agreement dated April 9, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Amendment No. 1 to Quarterly Report on Form 10-Q/A filed July 26, 2019)
  10.19
Second Amended and Restated International Claims Enforcement Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed April 22, 2020)
  10.20
Second Amendment to Note and Warrant Purchase Agreement and Note and Warrant Modification Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed August 9, 2019)
  10.21
Note and Loan Agreement dated April 16, 2020 between Odyssey Marine Exploration, Inc. and Fifth Third Bancorp (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed April 22, 2020)
  10.22
Loan Authorization, Note and Security Agreement dated May 16, 2020 and executed on June 26, 2020 between Odyssey Marine Exploration, Inc. and the U.S. Small Business Administration (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed June 30, 2020)
  10.23
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 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed August 20, 2020)
  10.24
Form of Warrant to Purchase Common Stock issued by Odyssey Marine Exploration, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed August 20, 2020)
  10.25
Form of Warrant to Purchase Common Stock issued by Odyssey Marine Exploration, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed August 20, 2020)
  10.26
Form of Purchase Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 8-K filed August 25, 2020)
  10.27
Third Amended and Restated International Claims Enforcement Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed June 17, 2021)
  10.28
Termination and Settlement Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed October 5, 2021)
  21.1
Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021
  23.1
Consent of Warren Averett LLC, Independent Accountants (incorporated by reference to Exhibit 23.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021)
  31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith electronically)
  31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith electronically)
  32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (filed herewith electronically)
  32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith electronically)
  96.1
Technical Report, Revised Assessment of the Don Diego West Phosphorite Deposit, Mexican Exclusive Economic Zone (EEZ) prepared for Odyssey Marine Exploration, Inc and issued effective as of June 30, 2014 by Henry J. Lamb, P.G. (incorporated by reference to Exhibit 96.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021
101.1Inline XBRL Interactive Data File (incorporated by reference to Exhibit 101.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021
104Cover Page Interactive Data File (formatted as Inline XBRL and contained within Exhibit 101)
*
Management contract or compensatory plan.
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