Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 14, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | ODYSSEY MARINE EXPLORATION, INC. | ||
Entity Central Index Key | 0000798528 | ||
Entity Filer Category | Non-accelerated Filer | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Trading Symbol | OMEX | ||
Title of 12(b) Security | Common Stock | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 19,588,571 | ||
Entity Public Float | $ 63.7 | ||
Entity File Number | 001-31895 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 84-1018684 | ||
Entity Address, Address Line One | 205 S. Hoover Blvd | ||
Entity Address, City or Town | Tampa | ||
Entity Address, Postal Zip Code | 33609 | ||
City Area Code | 813 | ||
Local Phone Number | 876-1776 | ||
Auditor Name | Warren Averett, LLC | ||
Auditor Firm ID | 2226 | ||
Auditor Location | Tampa, Florida | ||
Entity Address, Address Line Two | Suite 210 | ||
Entity Address, State or Province | FL | ||
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 5, 2023. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 1,443,421 | $ 2,274,751 |
Accounts receivable and other related party, net | 7,515 | 268,867 |
Short-term notes receivable related party, net | 1,576,717 | |
Other current assets | 947,428 | 776,630 |
Total current assets | 3,975,081 | 3,320,248 |
PROPERTY AND EQUIPMENT | ||
Equipment and office fixtures | 8,137,026 | 5,602,915 |
Right to use – operating lease, net | 300,025 | 461,109 |
Accumulated depreciation | (5,390,559) | (5,584,881) |
Total property and equipment | 3,046,492 | 479,143 |
NON-CURRENT ASSETS | ||
Investment in unconsolidated entity | 4,404,717 | 3,253,950 |
Exploration license | 1,821,251 | 1,821,251 |
Other non-current assets | 34,295 | 34,295 |
Total non-current assets | 6,260,263 | 5,109,496 |
Total assets | 13,281,836 | 8,908,887 |
CURRENT LIABILITIES | ||
Accounts payable | 2,285,892 | 1,817,445 |
Accrued expenses | 40,481,204 | 27,222,337 |
Operating lease obligation | 186,656 | 163,171 |
Loans payable | 21,732,654 | 23,405,780 |
Total current liabilities | 64,686,406 | 52,608,733 |
LONG-TERM LIABILITIES | ||
Loans payable | 25,011,049 | 18,472,997 |
Operating lease obligation | 129,139 | 315,795 |
Total long-term liabilities | 25,140,188 | 18,788,792 |
Total liabilities | 89,826,594 | 71,397,525 |
Commitments and contingencies (NOTE 15) | ||
STOCKHOLDERS' (DEFICIT) | ||
Preferred stock - $.0001 par value; 24,984,166 shares authorized; none outstanding | 0 | 0 |
Common stock - $.0001 par value; 75,000,000 shares authorized; 19,540,310 and14,309,315 issued and outstanding | 1,954 | 1,431 |
Additional paid-in capital | 265,882,279 | 249,055,600 |
Accumulated (deficit) | (298,231,607) | (275,090,857) |
Total stockholders' (deficit) before non-controlling interest | (32,347,374) | (26,033,826) |
Non-controlling interest | (44,197,384) | (36,454,812) |
Total stockholders' (deficit) | (76,544,758) | (62,488,638) |
Total liabilities and stockholders' (deficit) | $ 13,281,836 | $ 8,908,887 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 24,984,166 | 24,984,166 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 19,540,310 | 14,309,315 |
Common stock, shares outstanding | 19,540,310 | 14,309,315 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUE | |||
Revenue | $ 1,334,702 | $ 921,238 | $ 2,038,332 |
OPERATING EXPENSES | |||
Marketing, general and administrative | 8,487,070 | 6,321,798 | 3,749,912 |
Operations and research | 9,891,593 | 9,550,619 | 10,923,819 |
Total operating expenses | 18,378,663 | 15,872,417 | 14,673,731 |
INCOME (LOSS) FROM OPERATIONS | (17,043,961) | (14,951,179) | (12,635,399) |
OTHER INCOME (EXPENSE) | |||
Interest income | 96,478 | 4,036 | 5,121 |
Interest expense | (14,086,466) | (10,829,464) | (6,915,535) |
Gain (loss) on Cuota Appreciation Rights extinguishment | 315,235 | 0 | 0 |
Gain (loss) on debt extinguishment | 0 | 374,835 | (777,484) |
Gain on debt settlement, net | 0 | 5,212,902 | 0 |
Change in derivative liabilities fair value | 0 | 0 | (732,958) |
Other | (164,608) | 4,061,090 | (36,214) |
Total other income (expense) | (13,839,361) | (1,176,601) | (8,457,070) |
(LOSS) BEFORE INCOME TAXES | (30,883,322) | (16,127,780) | (21,092,469) |
Income tax benefit (provision) | 0 | 0 | 0 |
NET (LOSS) BEFORE NON-CONTROLLING INTEREST | (30,883,322) | (16,127,780) | (21,092,469) |
Non-controlling interest | 7,742,572 | 6,171,385 | 6,280,313 |
NET (LOSS) | $ (23,140,750) | $ (9,956,395) | $ (14,812,156) |
NET (LOSS) PER SHARE | |||
Basic (see NOTE 2) | $ (1.34) | $ (0.75) | $ (1.41) |
Diluted (see NOTE 2) | $ (1.34) | $ (0.75) | $ (1.41) |
Weighted average number of common shares outstanding | |||
Basic | 17,310,915 | 13,296,687 | 10,538,114 |
Diluted | 17,310,915 | 13,296,687 | 10,538,114 |
Marine Services [Member] | |||
REVENUE | |||
Revenue | $ 1,150,767 | $ 883,790 | $ 1,087,669 |
Product and Service, Other [Member] | |||
REVENUE | |||
Revenue | $ 183,935 | $ 37,448 | $ 950,663 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholder's Equity / (Deficit) - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Non-controlling Interest [Member] |
Beginning Balance at Dec. 31, 2019 | $ (53,297,415) | $ 948 | $ 221,027,057 | $ (250,322,306) | $ (24,003,114) |
Beginning Balance, Shares at Dec. 31, 2019 | 9,478,009 | ||||
Common stock issued for cash | 8,243,383 | $ 255 | 8,243,128 | ||
Common stock issued for cash, Shares | 2,553,315 | ||||
Common stock issued for conversion and settlement of convertible debt and accounts payable | 2,449,322 | $ 38 | 2,449,284 | ||
Common stock issued for conversion and settlement of convertible debt and accounts payable , Shares | 380,223 | ||||
Common stock issued for exercise of warrant | 6 | $ 6 | |||
Common stock issued for services | 12 | $ 12 | |||
Common stock issued for services, Shares | 123,309 | ||||
Share-based compensation | 471,121 | 471,121 | |||
Fair value of warrants attached to convertible debt | 4,095,780 | 4,095,780 | |||
Debt modification | 418,987 | 418,987 | |||
Subsidiary equity issued for cash | 800,000 | 800,000 | |||
Net loss before non-controlling interest | (21,092,469) | (14,812,156) | (6,280,313) | ||
Ending Balance at Dec. 31, 2020 | (57,911,273) | $ 1,259 | 237,505,357 | (265,134,462) | (30,283,427) |
Ending Balance, Shares at Dec. 31, 2020 | 12,591,084 | ||||
Common stock issued for exercise of warrant , Shares | 56,228 | ||||
Common stock issued for conversion and settlement of convertible debt and accounts payable | 2,774,279 | $ 70 | 2,774,209 | ||
Common stock issued for conversion and settlement of convertible debt and accounts payable , Shares | 695,412 | ||||
Common stock issued to settle outstanding indebtedness | 6,500,000 | $ 98 | 6,499,902 | ||
Common stock issued to settle outstanding indebtedness, Shares | 984,848 | ||||
Common stock issued for services | 4 | $ 4 | |||
Common stock issued for services, Shares | 37,971 | ||||
Beneficial conversion feature on convertible obligation | 232,175 | 232,175 | |||
Share-based compensation | 1,330,078 | 1,330,078 | |||
Subsidiary equity issued for cash | 713,879 | 713,879 | |||
Net loss before non-controlling interest | (16,127,780) | (9,956,395) | (6,171,385) | ||
Ending Balance at Dec. 31, 2021 | (62,488,638) | $ 1,431 | 249,055,600 | (275,090,857) | (36,454,812) |
Ending Balance, Shares at Dec. 31, 2021 | 14,309,315 | ||||
Common stock issued for cash | 8,812,964 | $ 494 | 8,812,470 | ||
Common stock issued for cash, Shares | 4,939,515 | ||||
Share-based compensation | 2,125,627 | $ 29 | 2,125,598 | ||
Share-based compensation, Shares | 291,480 | ||||
Fair value of warrants attached to convertible debt | 5,888,611 | 5,888,611 | |||
Net loss before non-controlling interest | (30,883,322) | (23,140,750) | (7,742,572) | ||
Ending Balance at Dec. 31, 2022 | $ (76,544,758) | $ 1,954 | $ 265,882,279 | $ (298,231,607) | $ (44,197,384) |
Ending Balance, Shares at Dec. 31, 2022 | 19,540,310 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss before non-controlling interest | $ (30,883,322) | $ (16,127,780) | $ (21,092,469) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Investment in unconsolidated entity | (1,150,767) | (883,156) | (870,794) |
Depreciation and amortization | 88,389 | 8,821 | 9,322 |
Financing fees amortization | 146,896 | 133,993 | 52,213 |
Amortization of loan prepayment premium | 300,000 | 0 | 0 |
Note payable interest accretion | 295,932 | 45,171 | (150,322) |
Note receivable interest accretion | (61,009) | 0 | 0 |
Right of use asset amortization | 161,084 | 145,930 | 132,764 |
Share-based compensation | 1,811,551 | 1,250,585 | 420,648 |
Gain on debt settlement, net | 0 | (5,212,902) | 0 |
Deferred revenue | 0 | (3,818,750) | 0 |
Accrued non-cash interest related to convertible debt | 0 | 0 | 121,398 |
(Gain) loss on debt extinguishment | 0 | (374,835) | 777,484 |
Gain on sale of equipment | 0 | (342,125) | 0 |
Beneficial conversion feature on convertible debt interest expense | 0 | 232,175 | 0 |
Change in derivatives liabilities fair value | 0 | 0 | 732,958 |
Payment of operating lease liability | (163,171) | (142,080) | (123,152) |
(Increase) decrease in: | |||
Accounts receivable | (241,707) | (108,610) | 261,336 |
Accrued interest receivable | (12,649) | 0 | 0 |
Other assets | (170,798) | (181,725) | 399,082 |
Increase in: | |||
Accounts payable | 5,974,387 | 6,292,180 | 4,563,544 |
Accrued expenses and other | 14,651,375 | 13,658,052 | 5,583,783 |
NET CASH USED IN OPERATING ACTIVITIES | (9,253,809) | (5,425,056) | (9,182,205) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Proceeds from sale of equipment | 0 | 342,125 | 0 |
Purchase of property and equipment | (1,346,424) | (19,137) | 0 |
Payment for loan disbursement | (1,000,000) | 0 | 0 |
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | (2,346,424) | 322,988 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of loans payable | 2,200,000 | 1,375,511 | 3,620,977 |
Proceeds from sale of equity of subsidiary | 0 | 713,879 | 800,000 |
Payment of debt obligation | (5,546,736) | (355,273) | (286,198) |
Repurchase of stock-based awards withheld for payment of withholding tax requirements | (585,936) | (20,503) | (228,116) |
Offering costs paid on sale of common stock | (1,810,800) | 0 | (89,642) |
Proceeds from sale of common stock | 16,512,375 | 0 | 11,315,000 |
Debt termination fee | 0 | (500,000) | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 10,768,903 | 1,213,614 | 15,132,021 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (831,330) | (3,888,454) | 5,949,816 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 2,274,751 | 6,163,205 | 213,389 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 1,443,421 | 2,274,751 | 6,163,205 |
SUPPLEMENTARY INFORMATION: | |||
Interest paid | 222,731 | 0 | 1,275,269 |
Income taxes paid | 0 | 0 | 0 |
NON-CASH INVESTING AND FINANCING TRANSACTIONS: | |||
Director compensation settled with equity | 403,007 | 100,000 | 278,602 |
Accrued expenses converted to equity | 497,000 | 0 | 0 |
Accounts payable settled with equity | 0 | 0 | 50,000 |
Gain on debt forgiveness | 0 | 370,400 | 0 |
Capital expenditures financed | 1,400,000 | 0 | 0 |
Capital expenditures included in accounts payable | 70,398 | 0 | 0 |
Conversion of accounts receivable to note receivable | $ 503,059 | $ 0 | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 12 Months Ended | |||||
Oct. 14, 2021 | Jul. 12, 2021 | Mar. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair value of warrants attached to convertible debt | $ 5,888,611 | $ 4,095,780 | ||||
Termination and Settlement Agreement [Member] | ||||||
Debt instrument, number of shares | 6,500,000 | |||||
Debt instrument, value of shares | $ 500,000 | |||||
Debt instrument, value of amount agreed to pay in accounts payable | 2,500,000 | |||||
Extinguishment of debt principle,accrued interest and accounts payable | 8,574,366 | |||||
Extinguishment of debt accrued interest | 5,905,993 | |||||
Extinguishment of debt in accounts payable | $ 232,543 | |||||
Non-cash litigation financing | ||||||
Amount settlement from vendor | $ 5,381,588 | $ 5,603,831 | 6,079,702 | |||
Fair value of warrants attached to convertible debt | 1,063,811 | |||||
Lender financed debt fees | 400,000 | |||||
Epsilon Acquisitions, LLC [Member] | ||||||
Debt Instrument, Convertible, Conversion Price | $ 3.52 | |||||
Conversion of stock, shares issued | 411,562 | |||||
Conversion of accrued interest amount converted | $ 1,448,697 | |||||
Convertible Debt [Member] | ||||||
Common stock issued for conversion and settlement of convertible debt and accounts payable | $ 2,205,804 | |||||
Common stock issued for conversion and settlement of convertible debt and accounts payable , Shares | 329,498 | |||||
Conversion of stock, amount converted | $ 1,325,582 | |||||
Debt Instrument, Convertible, Conversion Price | $ 4.67 | |||||
Conversion of stock, shares issued | 283,850 | |||||
Accounts Payable [Member] | ||||||
Common stock issued for conversion and settlement of convertible debt and accounts payable | $ 243,480 | |||||
Common stock issued for conversion and settlement of convertible debt and accounts payable , Shares | 50,725 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 1 – BASIS OF PRESENTATION Organization Odyssey Marine Exploration, Inc. and subsidiaries (the "Company," "Odyssey," "us," "we" or "our") is engaged in deep-ocean exploration. Our innovative techniques are currently applied to mineral exploration and other marine survey and exploration charter services. Our corporate headquarters are located in Tampa, Florida. Summary of Significant Accounting Policies This summary of significant accounting policies of the Company is presented to assist in understanding our financial statements. The financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity and have prepared them in accordance with our customary accounting practices. Recent Accounting Pronouncements Accounting standards adopted In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission ("SEC") filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The amendments in the above Update affect entities that issue convertible instruments and/or contracts in an entity’s own equity. For convertible instruments, the instruments primarily affected are those issued with beneficial conversion features or cash conversion features because the accounting models for those specific features are removed. However, all entities that issue convertible instruments are affected by the amendments to the disclosure requirements in this Update. For contracts in an entity’s own equity, the contracts primarily affected are freestanding instruments and embedded features that are accounted for as derivatives under the current guidance because of failure to meet the settlement conditions of the derivatives scope exception related to certain requirements of the settlement assessment. The Board simplified the settlement assessment by removing the requirements (1) to consider whether the contract would be settled in registered shares, (2) to consider whether collateral is required to be posted, and (3) to assess shareholder rights. Those amendments also affect the assessment of whether an embedded conversion feature in a convertible instrument qualifies for the derivatives scope exception. Additionally, the amendments in this Update affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. We have adopted this ASU as of January 1, 2022. On October 31, 2018, the SEC adopted a final rule ("New Final Rule") that will replace SEC Industry Guide 7 with new disclosure requirements that are more closely aligned with current industry and global regulatory practices and standards. Companies must comply with the New Final Rule for the company’s first fiscal year beginning on or after January 1, 2021. We adopted this New Final Rule on January 1, 2021. Other recent accounting pronouncements issued by the FASB, the AICPA and the SEC did not or are not believed by management to have a material effect, if any, on the Company’s financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries, both domestic and international. Equity investments in which we exercise significant influence but do not control and of which we are not the primary beneficiary are accounted for using the equity method. All significant inter-company and intra-company transactions and balances have been eliminated. The results of operations attributable to the non-controlling interest are presented within equity and net income and are shown separately from the Company’s equity and net income attributable to the Company. Some of the existing inter-company balances, which are eliminated upon consolidation, include features allowing the liability to be converted into equity of a subsidiary, which if exercised, could increase the direct or indirect interest of the Company in the non-wholly owned subsidiaries. Use of Estimates Management used estimates and assumptions in preparing these consolidated financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used. Reclassifications Certain reclassifications have been made to the 2021 consolidated financial statements in order to conform to the classifications used in 2022 . The reclassifications had no impact to operations or working capital. Revenue Recognition and Accounts Receivable Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of Accounting Standards Codification ("ASC") Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. The Company currently generates revenues from service contracts with customers. Currently, there are two sources of revenue, marine services and other services. The contracts for these services provide research, scientific services, marine operations planning, management execution and project management. These services are billed generally on a monthly basis and recognized as revenue as the services are performed. Revenue is recognized at a point in time as services are provided, as the customers simultaneously receive and consume the benefits provided by the Company each month. The Company generally does not receive any upfront consideration for these services, and there is no variable consideration for the services. Costs associated with both services include all direct consulting labor, and minimal supplies, and is charged to operations as a component of Operations and Research. Accounts receivable are based on amounts billed to customers. Generally accepted accounting principles state an estimate is to be made for an allowance for doubtful accounts. We have determined no allowance is currently necessary. If we were to have a recorded allowance, the accounts receivable would be stated net of the recorded allowance. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in banks. We also consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents, of which we do not have any. Exploration License The Company follows the guidance pursuant to ASU 350, " Intangibles-Goodwill and Other " in accounting for its Exploration License. Management determined the rights to use the license to have an indefinite life. This assessment is based on the historical success of renewing the license since 2006, and the fact that management believes there are no legal, regulatory, or contractual provisions that would limit the useful life of the asset. The exploration license is not dependent on another asset or group of assets that could potentially limit the useful life of the exploration license. In the future, the recoverability of the license will be tested whenever circumstances indicate that its carrying amount may not be recoverable per the guidance of ASC 360 Property, Plant and Equipment. We did no t have any impairments for the years ended December 31, 2022, 2021 or 2020 . Long-Lived Assets Our policy is to recognize impairment losses relating to long-lived assets in accordance with the ASC 360 Property, Plant and Equipment. Decisions are based on several factors, including, but not limited to, management’s plans for future operations, recent operating results and projected cash flows. Impairment losses are included in depreciation at the time of impairment. We did not have any impairments in for the years ended December 31, 2022, 2021 or 2020 . Property and Equipment and Depreciation Property and equipment is stated at historical cost. Depreciation is calculated using the straight-line method at rates based on the assets’ estimated useful lives which are normally between three and thirty years . Leasehold improvements are amortized over their estimated useful lives or lease term, if shorter. Items that may require major overhauls (such as marine equipment) that enhance or extend the useful life of these assets qualify to be capitalized and depreciated over the useful life or remaining life of that asset, whichever was shorter. All other repairs and maintenance were accounted for under the direct-expensing method and are expensed when incurred. Earnings Per Share Basic earnings per share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that would occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in our earnings. We use the if-converted method to compute potential common shares from stock options, restricted stock units, warrants, preferred stock, convertible notes or other convertible securities. When a net loss occurs, potential common shares have an anti-dilutive effect on earnings per share and such shares are excluded from the diluted EPS calculation. At December 31, 2022, 2021 and 2020 the weighted average common shares outstanding were 17,310,915 , 13,296,687 and 10,538,114 , respectively. For the years ended December 31, 2022, 2021 and 2020 in which net losses occurred, all potential common shares were excluded from Diluted EPS because the effect of including such shares would be anti-dilutive. The potential common shares in the following table represents potential common shares calculated using the as if-converted method from outstanding options, stock awards and warrants that were excluded from the calculation of diluted EPS: December 31, December 31, December 31, Average market price during the period $ 4.22 $ 6.50 $ 5.06 In the money potential common shares from options 643,841 22,493 22,493 In the money potential common shares from warrants excluded 5,490,893 2,781,314 2,585,179 Potential common shares from out of the money options and warrants were also excluded from the computation of diluted EPS because calculation of the associated potential common shares has an anti-dilutive effect on EPS. The following table lists options and warrants that were excluded from diluted EPS. Per share exercise price December 31, December 31, December 31, 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 warrants excluded: $ 4.67 131,816 — — $ 4.75 1,873,622 — — $ 5.76 196,135 — 196,135 $ 7.16 700,000 700,000 700,000 Total excluded 3,117,731 916,158 1,112,293 The equivalent common shares relating to our unvested restricted stock awards that were excluded from potential common shares used in the earning per share calculation due to having an anti-dilutive effect are: December 31, December 31, December 31, Excluded unvested restricted stock awards 45,618 276,709 249,391 The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share: Year Ended Year Ended Year Ended Net loss $ ( 23,140,750 ) $ ( 9,956,395 ) $ ( 14,812,156 ) Numerator, basic and diluted net loss available to stockholders $ ( 23,140,750 ) $ ( 9,956,395 ) $ ( 14,812,156 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 17,310,915 13,296,687 10,538,114 Shares used in computation – diluted: Weighted average common shares outstanding 17,310,915 13,296,687 10,538,114 Net loss per share – basic and diluted $ ( 1.34 ) $ ( 0.75 ) $ ( 1.41 ) Income Taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or the entire deferred tax asset will not be realized. Stock-based Compensation Our stock-based compensation is recorded in accordance with the guidance in the ASC topic for Stock-Based Compensation (see Note 13 Stockholders' Equity/(Deficit) ). Fair Value of Financial Instruments Financial instruments consist of cash, evidence of ownership in an entity, and contracts that both (i) impose on one entity a contractual obligation to deliver cash or another financial instrument to a second entity, or to exchange other financial instruments on potentially unfavorable terms with the second entity, and (ii) conveys to that second entity a contractual right (a) to receive cash or another financial instrument from the first entity, or (b) to exchange other financial instruments on potentially favorable terms with the first entity. Accordingly, our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, derivative financial instruments and mortgage and loans payable. We carry cash and cash equivalents, accounts payable and accrued liabilities, and mortgage and loans payable at the approximate fair market value, and, accordingly, these estimates are not necessarily indicative of the amounts that we could realize in a current market exchange. We carry derivative financial instruments at fair value as is required under current accounting standards. Derivative financial instruments consist of financial instruments or other contracts that contain a notional amount and one or more underlying variables (e.g., interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. We generally do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we have entered into certain other financial instruments and contracts with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815 – Derivatives and Hedging , these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements with changes in fair value reflected in our income. We adopted ASC Topic 820 for certain financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: Fair Value Hierarchy The three levels of inputs that may be used to measure fair value are as follows: Level 1. Quoted prices in active markets for identical assets or liabilities. Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions. Level 3. Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data. At December 31, 2022 and 2021 , the Company did no t have any financial instruments measured on a recurring basis. |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | NOTE 3 – CONCENTRATION OF CREDIT RISK We do no t have any outstanding loans that bear variable interest rates thus we do not have any corresponding interest rate risk. At times, the Company's cash balance may exceed federally insured limits. The Company has not and does not expect to incur any losses with respect to these balances. |
Accounts Receivable And Other R
Accounts Receivable And Other Related Party, Net | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable and Other Related Party, Net | NOTE 4 – ACCOUNTS RECEIVABLE AND OTHER RELATED PARTY, NET Our accounts receivable consisted of the following: December 31, December 31, Related party (see NOTE 6) $ 7,515 $ 268,867 Other — — Accounts receivable, net $ 7,515 $ 268,867 |
Short-term Notes Receivable Rel
Short-term Notes Receivable Related Party, Net | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Short-Term Notes Receivable Related Party, Net | NOTE 5 – SHORT-TERM NOTES RECEIVABLE RELATED PARTY, NET Our short-term notes receivable consisted of the following: December 31, December 31, Related party (see NOTE 6) $ 1,576,717 $ — Other — — Short-term notes receivable, net $ 1,576,717 $ — |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | NOTE 7 – OTHER CURRENT ASSETS Our other current assets consist of the following: December 31, December 31, Prepaid expenses $ 722,025 $ 732,562 Deposits 225,403 44,068 Total other current assets $ 947,428 $ 776,630 All prepaid expenses are amortized on a straight-line basis over the term of the underlying agreements. Prepaid expenses are predominantly insurance related. Deposits may be held by various entities for equipment, services, and in accordance with agreements in the normal course of business. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 8 – PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, December 31, Computers and peripherals $ 458,309 $ 535,807 Furniture and office equipment 1,002,773 1,009,238 Marine equipment 6,675,944 4,057,870 Right to use asset, net 300,025 461,109 8,437,051 6,064,024 Less: Accumulated depreciation ( 5,390,559 ) ( 5,584,881 ) Property and equipment, net $ 3,046,492 $ 479,143 See Lease commitment in Note 16 Commitments and Contingencies – Commitments and Contingencies for further information on right to use asset, net. |
Investments In Unconsolidated E
Investments In Unconsolidated Entity | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments In Unconsolidated Entities | NOTE 9 – INVESTMENT IN UNCONSOLIDATED ENTITY Neptune Minerals, Inc. ("NMI") Our current investment in NMI consists of 3,092,488 Class B Common non-voting shares and 2,612 Series A Preferred non-voting shares. The preferred shares are convertible into an aggregate of 261,200 shares of Class B non-voting common stock. Our holdings now constitute an approximate 14 % ownership in NMI. At December 31, 2022 , our estimated share of unrecognized NMI equity-method losses is approximately $ 21.3 million. We have not recognized the accumulated $ 21.3 million in our income statement because these losses exceeded our investment in NMI. Our investment has a carrying value of zero as a result of the recognition of our share of prior losses incurred by NMI under the equity method of accounting. We believe it is appropriate to allocate this loss carryforward of $21.3 million to any incremental NMI investment that may be recognized on our balance sheet in excess of zero since the losses occurred when they were an equity-method investment. The aforementioned loss carryforward is based on NMI’s last unaudited financial statements as of December 31, 2016. We do not believe losses NMI may have incurred subsequent to the December 31, 2016 audit to be material. We do not have any financial obligations to NMI, and we are not committed to provide financial support to NMI. Although we are a shareholder of NMI, we have no representation on the board of directors or in management of NMI and do not hold any Class A voting shares. We are not involved in the management of NMI nor do we participate in their policy-making. Accordingly, we are not the primary beneficiary of NMI. As of December 31, 2022 , the net carrying value of our investment in NMI was zero in our consolidated financial statements. Chatham Rock Phosphate, Limited. During 2012, we performed deep-sea mining exploratory services for Chatham Rock Phosphate, Ltd. ("CRP") valued at $ 1,680,000 . As payment for these services, CRP issued 9,320,348 ordinary shares to us. During March 2017, Antipodes Gold Limited completed the acquisition of CRP. The surviving entity is now named Chatham Rock Phosphate Limited ("CRPL"). In exchange for our 9,320,348 shares of CRP, we received 141,884 shares of CPRL, which represents equity ownership of, at most, approximately 1 % of the surviving entity. Since CRP was a thinly traded stock and pursuant to guidance per ASC 320: Debt and Equity Securities regarding readily determinable fair value, we believe it was appropriate to not recognize this amount as an asset nor as revenue during that period. We continue to carry the value of our investment in CPRL at zero in our consolidated financial statements. CIC Limited In 2018, we began providing services to CIC (see Note 6 Related Party Transactions). This company is pursuing deep water exploration permits in foreign waters. Due to the initial structure of the company, we determined this venture to be a variable interest entity ("VIE") consistent with ASU 2015-2. We have determined we are not the primary beneficiary of the VIE and, therefore, we have not consolidated this entity. Additionally, we also will record the investment under the cost method as we have determined we do not exercise significant influence over the entity. We will assess our investment for impairment annually and, if a loss in value is deemed other than temporary, an impairment charge will be recorded. At December 31, 2022 and 2021, the accumulated investment in the entity was $ 4,404,717 and $ 3,253,950 , respectively, which is classified as an investment in unconsolidated entity in our consolidated balance sheets. We reviewed the following items to assist in determining CIC’s composition: • We account for the investments we make in certain legal entities in which equity investors do not have (1) sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support, or (2) as a group, the holders of the equity investment at risk do not have either the power, through voting or similar rights, to direct the activities of the legal entity that most significantly impact the entity’s economic performance, or (3) the obligation to absorb the expected losses of the legal entity or the right to receive expected residual returns of the legal entity. This type of legal entity is referred to as a VIE. • We would consolidate the results of any such entity in which we determined we had a controlling financial interest. We would have a "controlling financial interest" in such an entity if we had both the power to direct the activities that most significantly affect the VIE’s economic performance and the obligation to absorb the losses of, or right to receive benefits from, the VIE that could be potentially significant to the VIE. On a quarterly basis, we reassess whether we have a controlling financial interest in our investments we have in these legal entities. • We determine whether any of the entities in which we have made investments is a VIE at the start of each new venture and if a reconsideration event has occurred. At such times, we also consider whether we must consolidate a VIE and/or disclose information about our involvement in a VIE. A reporting entity must consolidate a VIE if that reporting entity has a variable interest (or combination of variable interests) that will absorb a majority of the VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both. A reporting entity must consider the rights and obligations conveyed by its variable interests and the relationship of its variable interests with variable interests held by other parties to determine whether its variable interests will absorb a majority of a VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE. |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2022 | |
Text Block [Abstract] | |
Loans Payable | NOTE 10 – LOANS PAYABLE The Company’s consolidated notes payable consisted of the following carrying values and related interest expense at: Note Payable Interest Expense December 31, December 31, Year Ended December 31, 2022 2021 2022 2021 2020 MINOSA 1 $ 14,750,001 $ 14,750,001 $ 1,122,681 $ 1,179,998 $ 1,183,230 MINOSA 2 5,050,000 5,050,000 562,336 504,998 506,381 Litigation financing 24,347,513 18,323,097 11,784,672 7,354,940 3,668,242 EIDL 149,900 149,900 4,014 10,102 — Vendor note payable 484,009 484,009 58,080 58,083 58,240 Monaco — 2,500,000 222,000 — — Seller note payable 1,400,000 — 20,712 — — D&O Insurance note payable 562,280 621,770 11,971 7,545 5,608 37North — — 300,000 — — $ 46,743,703 $ 41,878,777 MINOSA 1 On March 11, 2015, in connection with a Stock Purchase Agreement ("SPA"), Minera del Norte, S.A. de C.V. ("MINOSA") agreed to lend us up to $ 14.75 million. The entire $ 14.75 million was loaned in five advances from March 11 through June 30, 2015. The outstanding indebtedness bears interest at 8.0 % percent per annum. The Promissory Note was amended on April 10, 2015 and on October 1, 2015 so 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 agreed 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 respect to the current application for the Manifestacion de Impacto Ambiental relating to phosphate deposit project, which determination is other than an approval or (y) Odyssey Marine 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) December 31, 2015; 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 . This indebtedness is classified as short-term debt. In connection with the loans, we granted MINOSA an option to purchase our 54 % interest in Oceanica for $ 40.0 million (the "Oceanica Call Option"). On March 11, 2016 , the Oceanica Call has expired. Completion of the transaction requires amending the Company’s articles of incorporation to (a) effect a reverse stock split, which was implemented on February 19, 2016, (b) adjusting the Company’s authorized capitalization, which was also implemented 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 maturity date of this indebtedness has been amended and matured on March 18, 2017 . Per Note 10 Loans Payable - 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 10 Loans Payable - MINOSA 2 for further qualifications. During December 2017, MINOSA transferred this debt to its parent company. MINOSA 2 On August 10, 2017, we entered into a Note Purchase Agreement (the "Minosa Purchase Agreement") with MINOSA. Pursuant to the Minosa Purchase Agreement, MINOSA agreed to loan Enterprises up to $ 3.0 million. During 2017, we borrowed $ 2.7 million against this facility, and Epsilon Acquisitions LLC ("Epsilon") assigned $ 2.0 million of its previously held debt to MINOSA. The indebtedness is evidenced by a secured convertible promissory note (the "Minosa Note") and bears interest at a rate equal to 10.0 % per annum. Unless otherwise converted as described below, the entire outstanding principal balance under this Minosa Note and all accrued interest and fees are due and payable upon written demand by MINOSA; provided, that MINOSA agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Minosa Note) or (b) a 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. MINOSA has not provided any notice they intend to issue a payment demand notice. We unconditionally and irrevocably guaranteed all of the obligations under the Minosa Purchase Agreement and the Minosa Note. MINOSA has the right to convert all amounts outstanding under the Minosa Note into shares of our common stock upon 75 days’ notice to us or upon a merger, consolidation, third party tender offer, or similar transaction relating to us at the conversion price of $ 4.35 per share. During December 2017, MINOSA transferred this indebtedness to its parent company. On July 15, 2021, $ 404,633 of this indebtedness with accumulated interest of $ 159,082 was transferred to a director of the Company under the same terms as the original agreement, and that indebtedness continues to be convertible at a conversion price of $ 4.35 per share. This transaction was reviewed and approved by the independent members of the Company’s board of directors. Upon the closing of the Minosa Purchase Agreement, along with MINOSA, and Penelope Mining LLC, an affiliate of Minosa ("Penelope"), executed and delivered a Second Amended and Restated Waiver and Consent and Amendment No. 5 to Promissory Note and Amendment No. 2 to Stock Purchase Agreement (the "Second AR Waiver"). Pursuant to the Second AR Waiver, Minosa and Penelope consented to the transactions contemplated by the Minosa Purchase Agreement and waived any breach of any representation or warranty and violation of any covenant in the Stock Purchase Agreement, dated as of March 11, 2015, as amended April 10, 2015 (the "SPA"), by and among us, Minosa, and Penelope, arising out of the Company’s execution and delivery of the Minosa Purchase Agreement and the consummation of the transactions contemplated thereby. Pursuant to the Second AR Waiver, we also waived, and agreed not to exercise our right to terminate the SPA pursuant to Section 8.1(c)(ii) thereto, both (a) until after the earlier of (i) July 1, 2018, (ii) the date that MINOSA fails, refuses, or declines to fund (or otherwise does not fund) any subsequent loan under the Minosa Purchase Agreement and (iii) demand is made for repayment of all or any part of the indebtedness outstanding under the Minosa Note, the Second AR Epsilon Note, or the Promissory Note, dated as of March 11, 2015, as amended (the "SPA Note"), in the principal amount of $ 14.75 million that was issued by us to MINOSA under the SPA, and (b) unless on or prior to such termination, the Notes are paid in full. The Second AR Waiver (x) further provides that following any conversion of the indebtedness evidenced by the Minosa Note, Penelope may elect to reduce its commitment to purchase our preferred stock under the SPA by the amount of indebtedness converted by MINOSA and (y) amends the SPA Note to provide that the outstanding principal balance under the SPA Note and all accrued interest and fees are due and payable upon written demand by MINOSA; provided, that Minosa agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Minosa Note) or (b) a 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. The obligations under the Minosa Note may be accelerated upon the occurrence of specified events of default including (a) our failure to pay any amount payable under the Minosa Note on the date due and payable; (b) our failure to perform or observe any term, covenant, or agreement in the Minosa Note or the related documents, subject to a five-day cure period; (c) the occurrence and expiration of all applicable grace periods, if any, of an event of default or material breach by us under any of the other loan documents; (d) the termination of the SPA; (e) commencement of certain specified dissolution, liquidation, insolvency, bankruptcy, reorganization, or similar cases or actions by or against us, in specified circumstances unless dismissed or stayed within 60 days; (f) the entry of a judgment or award against us in excess of $ 100,000 ; and (g) the occurrence of a change in control (as defined in the Minosa Note). Pursuant to second amended and restated pledge agreements (the "Second AR Pledge Agreements") entered into by us in favor of MINOSA, we pledged and granted security interests to MINOSA in (a) the 54 million cuotas (a unit of ownership under Panamanian law) of Oceanica held by us, (b) all notes and other receivables from Oceanica and its subsidiary owed to us, and (c) all of the outstanding equity in our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd. In connection with the execution and delivery of the Minosa Purchase Agreement, Odyssey and MINOSA entered into a second amended and restated registration rights agreement (the "Second AR Registration Rights Agreement") pursuant to which Odyssey agreed to register the offer and sale of the shares (the "Conversion Shares") of our common stock issuable upon the conversion of the indebtedness evidenced by the Minosa Note. Subject to specified limitations set forth in the Second AR Registration Rights Agreement, including that we are eligible to use Form S-3, the holder of the Minosa Note can require us to register the offer and sale of the Conversion Shares if the aggregate offering price thereof (before any underwriting discounts and commissions) is not less than $ 3.0 million. In addition, we agreed to file a registration statement relating to the offer and sale of the Conversion Shares on a continuous basis promptly (but in no event later than 60 days after) after the conversion of the Minosa Note into the Conversion Shares and to thereafter use its reasonable best efforts to have such registration statement declared effective by the Securities and Exchange Commission. Settlement, Release and Termination Agreement of the MINOSA 1 and MINOSA 2 On March 3, 2023, Odyssey, Altos Hornos de México, S.A.B. de C.V. (“AHMSA”), MINOSA and Phosphate One LLC (f/k/a Penelope Mining LLC, “Phosphate One” and together with AHMSA and MINOSA, the “AHMSA Parties”) entered into Settlement, Release and Termination Agreement (the “Termination Agreement”). Pursuant to the Termination Agreement: • Odyssey paid AHMSA $ 9.0 million (the “Termination Payment”) in cash on March 6, 2023; • the parties agreed that, concurrently with the payment of the Termination Payment, a portion of the MINOSA Notes would be deemed automatically converted into 304,879 shares of Odyssey’s common stock; • the MINOSA Notes, the Purchase Agreement, and the Pledge Agreements were terminated; • each of the AHMSA Parties, on the one hand, and Odyssey, on the other, agreed to release the other parties and their respective affiliates, equity holders, beneficiaries, successors and assigns (the “Released Parties”) from any and all claims, demands, damages, actions, causes of action or liabilities of any kind or nature whatsoever under the SPA, the MINOSA Notes, the Minosa Purchase Agreement, or the Pledge Agreements (the “Released Matters”); and • each of the AHMSA Parties, on the one hand, and Odyssey, on the other, agreed not to make any claims against any of the Released Parties related to the Released Matters. The transactions contemplated by the Termination Agreement were completed on March 6, 2023 . On March 6, 2023, Odyssey entered into a Release and Termination Agreement with a director of the Company, James S. Pignatelli, to terminate and release a portion of the MINOSA 2 Note assigned to Mr. Pignatelli in 2021, the related Note Purchase Agreement (“NPA”) and the Pledge Agreement. On March 6, 2023, Odyssey issued a new Unsecured Convertible Promissory Note in the principal amount of $ 500,000 to Mr. Pignatelli that bears interest at the rate of 10.0 % per annum convertible into common stock of Odyssey at a conversion price of $ 3.78 per share. Pursuant to the Release and Termination Agreement with Mr. Pignatelli noted above, he agreed, in exchange for the issuance of this Unsecured Convertible Promissory Note by Odyssey, to release the assigned portion of the MINOSA 2 note issued by Odyssey Marine Exploration, Inc., a wholly owned subsidiary of the Company, to Mr. Pignatelli in the principal amount of $ 404,634 and convertible at a conversion price of $ 4.35 per share, pursuant to which the outstanding aggregate obligation with accrued interest was $ 630,231 . Litigation Financing On June 14, 2019, Odyssey and Exploraciones Oceánicas S. de R.L. de C.V., our Mexican subsidiary ("ExO" and, together with Odyssey, the "Claimholder"), and Poplar Falls LLC (the "Funder") entered into an International Claims Enforcement Agreement (the "Agreement"), pursuant to which the Funder agreed to provide financial assistance to the Claimholder to facilitate the prosecution and recovery of the claim by the Claimholder against the United Mexican States under Chapter Eleven of the North American Free Trade Agreement ("NAFTA") for violations of the Claimholder’s rights under NAFTA related to the development of an undersea phosphate deposit off the coast of Baja Sur, Mexico (the "Project"), on our own behalf and on behalf of ExO and United Mexican States (the "Subject Claim"). Pursuant to the Agreement, the Funder agreed to specified fees and expenses regarding the Subject Claim (the "Claims Payments") incrementally and at the Funder’s sole discretion. Under the terms of the Agreement, the Funder agreed to make Claims Payments in an aggregate amount not to exceed $ 6,500,000 (the "Maximum Investment Amount"). The Maximum Investment Amount will be made available to the Claimholder in two phases, as set forth below: (c) a first phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $ 1,500,000 for the payment of antecedent and ongoing costs ("Phase I Investment Amount"); and (d) a second phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $ 5,000,000 for the purposes of pursuing the Subject Claim to a final award ("Phase II Investment Amount"). Upon exhaustion of the Phase I Investment Amount, the Claimholder will have the option to request Tranche A of the Phase II Investment Amount, consisting of funding up to $ 3.5 million ("Tranche A Committed Amount"). Upon exhaustion of the Tranche A Committed Amount, the Claimholder will have the option to request Tranche B of the Phase II Investment Amount, consisting of funding of up to $ 1.5 million ("Tranche B Committed Amount"). The Claimholder must exercise its option to receive the Tranche A Committed Amount in writing, no less than thirty days before submitting a Funding Request to the Funder under Tranche A. The Claimholder must exercise its option to receive the Tranche B Committed Amount in writing within forty-five days after the exhaustion of the Tranche A Committed Amount. Pursuant to the Agreement, the Claimholder agreed that, upon exercising the Claimholder’s option to receive funds under Phase I, Tranche A of Phase II, or Tranche B of Phase II, the Funder will be the sole source of third-party funding for the specified fees and expenses of the Subject Claim under each respective phase and tranche covered by the option exercised, and the Claimholder will obtain funding for such fees and expenses, only as set forth in the Agreement. The Funder was due closing fee of $ 80,000 for the Phase I Investment Amount, and $ 80,000 for the Phase II Investment Amount to pay third parties in connection with due diligence and other administrative and transaction costs incurred by the Funder prior to and in furtherance of execution of the Agreement. Upon the Funder making Claims Payments to the Claimholder or its designees in an aggregate amount equal to the Maximum Investment Amount, the Funder has the option to continue funding the specified fees and expenses in relation to the Subject Claim on the same terms and conditions provided in the Agreement. The Funder must exercise its option to continue funding in writing, within thirty days after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment Amount. If the Funder exercises its option to continue funding, the parties agreed to attempt in good faith to amend the Agreement to provide the Funder with the right to provide at the Funder’s discretion funding in excess of the Maximum Investment Amount, in an amount up to the greatest amount that may then be reasonably expected to be committed for investment in Subject Claim. If the Funder declines to exercise its option, the Claimholder may negotiate and enter into agreements with one or more third parties to provide funding, which shall be subordinate to the Funder’s rights under the Agreement. The Agreement provides that the Claimholder may at any time without the consent of the Funder either settle or refuse to settle the Subject Claim for any amount; provided, however, that if the Claimholder settles the Subject Claim without the Funder’s consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the value of the Recovery Percentage (as defined below) will be deemed to be the greater of (a) the Recovery Percentage (under Phase I or Phase II, as applicable), or (b) the total amount of all Claims Payments made in connection with such Subject Claim multiplied by three (3). If the Claimholder ceases the Subject Claim for any reason other than (a) a full and final arbitral award against the Claimholder or (b) a full and final monetary settlement of the claims, including in particular, for a grant of an environmental permit to the Claimholder allowing it to proceed with the Project (with or without a monetary component), all Claims Payments under Phase I and, if Claimholder has exercised the corresponding option, the Tranche A Committed Amount and Tranche B Committed Amount, shall immediately convert to a senior secured liability of the Claimholder. This sum shall incur an annualized internal rate of return ("IRR") of 50.0% retroactive to the date each Funding Request was paid by the Funder (under Phase I), or, to the conversion date for the Tranche A Committed Amount and Tranche B Committed Amount of Phase II if the Claimholder has exercised the respective option (collectively, the "Conversion Amount"). Such Conversion Amount and any and all accrued IRR shall be payable in-full by the Claimholder within 24 months of the date of such conversion, after which time any outstanding Conversion Amounts, shall accrue an ("IRR") of 100.0%, retroactive to the conversion date (the "Penalty Interest Amount"). The Claimholder will execute such documents and take other actions as necessary to grant the Funder a senior security interest on and over all sums due and owing by the Claimholder in order to secure its obligation to pay the Conversion Amount to the Funder. If the Claimholder ceases the Subject Claim due to the grant of an environmental permit (with or without a monetary component), all Claims Payments under Phase 1 and, if the Claimholder has exercised the corresponding option, the Tranche A Committed Amount and Tranche B Committed Amount shall immediately convert to a senior secured liability of the Claimholder and shall incur an annualized an IRR of 50.0% on the Conversion Amount, from the conversion date. Management has estimated it is more likely than not the Subject Claim will result in the issuance of the environmental permit requiring us to record interest under Generally Accepted Accounting Principles. Reliance should not be placed on this estimate in determining the likely outcome of the Subject Claim. If, at any time after exercising its option to receive funds under either Tranche A or Tranche B of Phase II, the Claimholder wishes to fund the Subject Claim with its own capital ("Self-Funding") (which excludes any Claims Payments made, either directly or indirectly, by any other third party), the Claimholder shall immediately pay to the Funder the Conversion Amount, provided that this requirement shall not apply if, after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment Amount, the Funder does not exercise its option to provide Follow-On Funding. In the event of any receipt of proceeds resulting from the Subject Claim ("Proceeds"), the Funder shall be entitled to any additional sums above the Conversion Amount to which the Funder is entitled as described below. Should the Claimholder cease the Subject Claim as described above after Self-Funding the Claim, accrued IRR and Penalty Interest shall be calculated and paid to the Funder as set forth above. The Funder’s rights to the Recovery Percentage as defined below shall survive any decision by Claimholder to utilize Self-Funding. The parties acknowledge this Agreement constitutes a sale of the right to a portion of the Proceeds (if any) arising from the Subject Claim as set forth in this Agreement. The Claimholder has relinquished its right to the portion of the proceeds, if any, that the Funder would have the right to as described below. This sale of proceeds is being accounted for under the guidance of ASC 470-10-25 Recognition (Sales of Future Revenues) On each Distribution Date, distributions of the Proceeds shall be made to the Claimholder and the Funder in accordance with subparagraph (a) or (b) below (the "Recovery Percentage"), as applicable: (a) If the Claimholder receives only the Phase I Investment Amount from the Funder, the first Proceeds shall be distributed as follows: (i) first, 100.0% to the Funder, until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder under Phase I; (ii) second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an IRR of 20% of Claims Payments paid by the Funder under Phase I ("Phase I Compensation"), per annum; and (iii) thereafter, 100.0% to the Claimholder. (b) If the Claimholder exercises its options to receive Tranche A or both Tranche A and Tranche B of the Phase II Investment Amount, the first Proceeds shall be distributed as follows: (i) first, 100.0% to the Funder until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder under Phases I and II; (ii) second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an additional 300.0% of Phase I Investment Amount; plus an additional 300% of the Tranche A Committed Amount (i.e. 300.0% of $3.5 million), less any amounts remaining of the Tranche A Committed Amount that the Funder did not pay as Claims Payments; plus an additional 300.0% of the Tranche B Committed Amount (i.e. 300.0% of $1.5 million), if the Claimholder exercises the Tranche B funding option, less any amounts remaining of the Tranche B Committed Amount that the Funder did not pay as Claims Payments; (iii) third, for each $10,000 in specified fees and expenses paid by the Funder under Phase I and Phase II and any amounts over each $10,000 of the Tranche A Committed Amount and the Tranche B Committed Amount (if the Claimholder exercises the Tranche B funding option), 0.01% of the total Proceeds from any recoveries after repayment of (i) and (ii) above, to the Funder; and (iv) thereafter, 100% to the Claimholder. The Agreement provides that if no Proceeds are ever paid to or received by the Claimholder or its representatives and if the environmental permit is not issued, the Funder shall have no right of recourse or right of action against the Claimholder or its representatives, or any of their respective property, assets, or undertakings, except as otherwise specifically contemplated by the Agreement. If (a) Proceeds are paid to or received by the Claimholder or its representatives; (b) such Proceeds are promptly applied and/or distributed by the Claimholder or on behalf of the Claimholder in accordance with the terms of the Agreement; and (c) the amount received by the Funder as a result thereof is not sufficient to pay all of the Recovery Percentage and all of the amounts due to the Funder under the Agreement, then (provided that all of the Proceeds which the Funder will ever be entitled to have been paid to or received by the Funder), the Funder shall have no right of recourse or action against the Claimholder or its Representatives, or any of their property, assets, or undertakings, except as otherwise specifically contemplated by the Agreement. Pursuant to the Agreement, the Claimholder acknowledged the Funder’s priority right, title, and interest in any Proceeds, including against any available collateral to secure its obligations under the Agreement, which security interest shall be first in priority as against all other security interests in the Proceeds. The Claimholder also acknowledged and agreed to execute and authorize the filing of a financing statement or similar and to take such other actions in such jurisdictions as the Funder, in its sole discretion, deems necessary and appropriate to perfect such security interest. The Agreement also includes representations and warranties, covenants, conditions, termination and indemnification provisions, and other provisions customary for comparable arrangements. Amendment and Restatement (January 31, 2020) • On January 31, 2020, the Claimholder and the Funder entered into an Amended and Restated International Claims Enforcement Agreement (the "Restated Agreement"). The material terms and provisions that were amended or otherwise modified are as follows: • The Funder agreed to provide up to $ 2.2 million in Arbitration Support Funds for the purpose of paying the Claimholder’s litigation support costs in connection with Subject Claim; • A closing fee of $ 200,000 has been retained by the Funder in connection with due diligence and other transaction costs incurred by the Funder; • A warrant was issued to purchase our common stock which is exercisable for a period of five years beginning on the earlier of (a) the date on which the Claimholder ceases the Subject Claim for any reason other than a full and final arbitral award against the Claimholder or a full and final monetary settlement of the claims or (b) the date on which Proceeds are received and deposited into escrow. The exercise price per share is $ 3.99 , and the Funder can exercise the warrant to purchase the number of shares of our common stock equal to the dollar amount of Arbitration Support Funds provided to us pursuant to the Restated Agreement divided by the exercise price per share (subject to customary adjustments and limitations); and • All other terms in the Restated Agreement are substantially the same as in the original Agreement. During 2020, the Funder provided us with $ 2.0 million of the Arbitration Support Funds, and we incurred $ 200,000 in related fees that were treated as an additional advance. Upon each funding, the proceeds were allocated between debt and equity for the warrants based on the relative fair value of the two instruments. As a result, there was a debt discount of $ 1,063,811 which is being amortized over the expected remaining term of the agreement using the effective interest method which is charged to interest expense. Although the warrants only become exercisable upon the occurrence of future events, they are considered issued for accounting purposes and were valued using a binomial lattice model. The expected volatility assumption was based on the historical volatility of our common stock. The expected life assumption was primarily based on management’s expectations of when the Warrants will become exercisable and the risk-free interest rate for the expected term of the warrant is based on the U.S. Treasury yield curve in effect at the time of measurement. Second Amendment and Restatement (December 12, 2020) On December 12, 2020, the Claimholder and the Funder entered into a Second Amended and Restated International Claims Enforcement Agreement (the "Second Restated Agreement") relating to the Subject Claim. Under the terms of the Second Restated Agreement, the Funder has made and agreed to make Claims Payments in an aggregate amount not to exceed $ 20,000,000 (the "Maximum Investment Amount"). The Second Restated Agreement required the Funder to make Claims Payments in an aggregate amount no greater than $ 10,000,000 for the purposes of pursuing the Subject Claim to a final award ("Phase III Investment Amount"). We also incurred $ 200,000 in related fees which were treated as an additional advance. This Second Restated Agreement includes the same representations and warranties, covenants, conditions, termination and indemnification provisions, and other provisions as in the original agreement. Third Amendment and Restatement (June 14, 2021) On June 14, 2021, the Claimholder and the Funder entered into a Third Amended and Restated International Claims Enforcement Agreement (the "Third Restated Agreement") relating to the Subject Claim. Under the terms of the Third Restated Agreement, the Funder agreed to make Claims Payments in an aggregate amount not to exceed $ 25,000,000 , an increase of $ 5.0 million (the "Incremental Amount"). The Third Restated Agreement requires the Claimholder to request $2.5 million of the Incremental Amount (the "First $2.5 Million"). Within 15 days after exhaustion of the First $2.5 Million, the Claimholder may either (a) request the remaining $2.5 million (the "Second $2.5 Million") of the Incremental Amount or (b) notify the Funder that the Claimholder has decided to self-fund the Second $2.5 Million. We also incurred $ 80,000 in related fees which were treated as an additional advance. This Third Restated Agreement includes the same representations and warranties, covenants, conditions, termination and indemnification provisions, and other provisions as in the original agreement. Waiver and Consent (March 6, 2023) On March 6, 2023, the Claimholder and the Funder under the agreement entered into a Waiver and Consent Agreement, pursuant to which, among other things, the Funder consented (i) to consent to allow the Claimholder to fund certain costs and expenses arising from the Subject Claim from the Claimholder’s own capital in an aggregate amount not to exceed $ 5,000,000 , and (ii) Odyssey paid a $ 1,000,000 nonrefundable waiver fee to the Funder. For the years ended December 31, 2022, 2021 and 2020, we recorded $ 295,932 , $ 241,034 and $ 172,849 , respectively, of interest expense from the amortization of the debt discount and $ 146,896 , $ 133,993 and $ 52,214 interest from the fee amortization, respectively. The December 31, 2022 and 2021 carrying value of the debt is $ 24,347,513 and $ 18,323,097 , respectively, and is net of unamortized debt fees of $ $ 146,897 and $ 293,793 , respectively, as well as the net unamortized debt discount of $ 353,996 and $ 649,928 , respectively, associated with the fair value of the warrant. The total face value of this obligation at December 31, 2022 and 2021 was $ 24,848,406 and $ 19,266,818 , respectively. Emergency Injury Disaster Loan On June 26, 2020, we executed the standard loan documents required for securing an Economic Injury Disaster Loan (the "EIDL Loan") from the United States Small Business Administration (the "SBA"). The principal amount of the EIDL Loan is $ 149,900 , with proceeds to be used for working capital purposes. Interest on the EIDL Loan accrues at the rate of 3.75 % per annum and installment payments, including principal and interest of $ 731 , are due monthly beginning 12 months from the date of the EIDL Loan. In 2021, the SBA extended this 12 month period, setting the first payment due date in December 2022. The balance of principal and interest is payable thirty years from the date of the promissory note. In connection with the EIDL Loan, the Company executed the EIDL Loan documents, which include the SBA Secured Disaster Loan Note, dated May 16, 2020, the Loan Authorization and Agreement, dated May 16, 2020, and the Security Agreement, dated May 16, 2020, each between the SBA and the Company. Vendor Note Payable We curr |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 11 – ACCRUED EXPENSES Accrued expenses consist of the following: December 31, December 31, Compensation and incentives $ 354,187 $ 1,655,761 Professional services 470,546 1,475,522 Deposit 657,331 450,000 Interest 35,131,587 21,875,753 Accrued exploration license fees 3,867,553 1,765,301 Total accrued expenses $ 40,481,204 $ 27,222,337 Deposits is primarily comprised of an earnest money deposit of $ 450,000 from CIC. The earnest money deposit relates to a draft agreement related to potential sale of a stake of our equity in CIC. This transaction has not yet been consummated. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 – RELATED PARTY TRANSACTIONS We currently provide services to a deep-sea mineral exploration company, CIC Limited ("CIC"), which was organized and is majority owned and controlled by Greg Stemm, Odyssey’s past Chairman of the Board. Mr. Stemm’s involvement with this company was disclosed to, and approved by, the Odyssey Board of Directors and legal counsel pursuant to the terms of Mr. Stemm’s consulting agreement in effect at that time. A current Odyssey director, Mark B. Justh, made an investment into CIC's parent company and indirectly owns approximately 11.5 % of CIC. Another current Odyssey director, Laura L. Barton, is also a director of CIC. We believe Mr. Justh's indirect ownership in CIC and Ms. Barton's role as director of both entities do not impair their independence under applicable rules. We are providing these services to CIC pursuant to a Master Services Agreement that provides for back-office services in exchange for a recurring monthly fee as well as other deep-sea mineral related services on a cost-plus profit basis and will be compensated for these services with a combination of cash and equity in CIC. For the years ended December 31, 2022, 2021 and 2020, we invoiced CIC a total of $ 1,334,702 , $ 921,238 and $ 2,038,332 , respectively, which was for technical and support services. We have the option to accept equity in payment of the amounts due from CIC. See Note 4 Accounts Receivable and Other Related Party, Net for related accounts receivable and Note 5 Short-term Notes Receivable Related Party, Net for related short-term notes receivable at December 31, 2022 and 2021 and Note 9 Investment in Unconsolidated Entity for our investment in an unconsolidated entity. In furtherance of the Master Services Agreement, we are financing the acquisition of certain equipment required for implementation of CIC's Marine Operations Plan, which is the comprehensive workplan for offshore operations, including exploration, survey and sampling of potential mineral deposits. As of December 31, 2022 we have pai d $ 207,330 toward the purchase of this equipment and CIC has reimbursed $ 136,860 of that amount. On December 13, 2022, we entered into a Loan Agreement with CIC. Pursuant to the Loan Agreement, CIC issued to Odyssey a convertible promissory note in the amount of $ 1,350,000 that bears interest at a rate of 18 % per annum. On the closing date of the Loan Agreement, Odyssey advanced CIC $ 1,000,000 (the "Advanced Amount") and recorded an original issue discount ("OID") of $ 350,000 , which will be accreted as interest income in our consolidated statements of operations. Upon an event of default, the unpaid principal amount and, to the extent permitted by law, any accrued and unpaid interest and all other obligations, shall accrue interest at the rate of 18 % per annum plus default interest at the rate of 3 % per annum until paid in full. Unless otherwise converted or repaid as described below, the entire outstanding principal balance under the Loan agreement and all accrued interest is due and payable on March 31, 2023 (the "Maturity Date"). The Loan Agreement provides that CIC may repay the Advanced Amount plus accrued interest on or prior to the fifth business day after the Maturity Date (the “Maturity Cure Date”) in full satisfaction of the Loan Agreement. Odyssey expects CIC to repay the Advanced Amount on or prior to the Maturity Cure Date in accordance with the terms of the Loan Agreement. Odyssey has the option to convert all or any portion of the Advanced Amount and accrued and unpaid interest thereon, at any time prior to the Maturity Cure Date, into Class B Shares of CIC's common stock at the Conversion Rate of $ 1.00 per share. In the event of default, Odyssey has the option to convert all or any portion of the Advanced Amount and accrued and unpaid interest thereon into Class A Shares of CIC's common stock at the Conversion Rate of $ 1.00 per share. For the year ended December 31, 2022, we recorded $ 61,009 of interest income from the accretion of the OID. The December 31, 2022 carrying value of the note receivable was $ 1,061,009 and the unamortized OID was approximately $ 288,991 . At December 31, 2022 we recorded $ 12,649 in accrued interest receivable, which is included in the note receivable balance. On December 13, 2022, CIC issued a Services Agreement Note to us. Pursuant to the Services Agreement Note, Odyssey agreed to extend the terms of its outstanding accounts receivables balance for past and future services performed under the Master Services Agreement for an amount not to exceed $ 600,000 . The note bears interest at a rate of 1.5 % per month and matures on April 30, 2023 . Interest is due and payable on the first day of each month for the previous month. The December 31, 2022 carrying value of the note receivable was $ 503,059 . The terms of the Services Agreement Note are not necessarily indicative of the terms that would have been provided had a comparable transaction been entered into with independent parties. On July 15, 2021, MINOSA assigned $ 404,633 of its indebtedness with accumulated accrued interest of $ 159,082 to a director of the Company under the same terms as the original agreement, and that indebtedness continues to be convertible at a conversion price of $ 4.35 . This transaction was reviewed and approved by the independent members of the Company’s board of directors. On March 6, 2023 this note was terminated and Odyssey issued a new note, see Note 10 Loans Payable – MINOSA 2 for detail. |
Deferred Income and Revenue Par
Deferred Income and Revenue Participation Rights | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Income and Revenue Participation Rights | NOTE 12 – DEFERRED INCOME AND REVENUE PARTICIPATION RIGHTS “ Seattle ” project In a private placement that closed in September 2000, we sold “units” consisting of “Republic” Revenue Participation Certificates and Common Stock. Each $ 50,000 “unit” entitled the holder to 1 % of the gross revenue generated by the “Seattle” project (formerly referred to as the “Republic” project), and 100,000 shares of Common Stock. The “Seattle” was permanently abandoned in June 2021. During the year ended December 31, 2021, the carrying amount of the previously recorded deferred revenue participation right of $ 62,500 was written off to Other income (expense) in our consolidated statements of operations. Galt Resources, LLC In February 2011, we entered into a project syndication deal with Galt Resources LLC (“Galt”) for which they invested funds representing rights to future revenues for the HMS Victory project. This project syndication agreement was mutually terminated in June 2021. Therefore, the carrying amount of the previously recorded deferred revenue participation right of $ 3,756,250 was written off to Other income (expense) in our consolidated statements of operations. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Federal Home Loan Banks [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 13 – STOCKHOLDERS' EQUITY/(DEFICIT) Common Stock On July 10, 2022, we sold an aggregate of 4,939,515 shares of our common stock and warrants to purchase up to 4,939,515 shares of our common stock. The net proceeds received from sale, after offering expenses of $ 1.8 million , were $ 14.7 million . The shares of common stock and warrants were sold in units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $ 3.35 per share of common stock. Each unit was sold at a negotiated price of $ 3.35 per unit. The warrants are exercisable at any time beginning on December 10, 2022 , and ending on the close of business on June 10, 2027 . On August 21, 2020, we sold an aggregate of 2,553,314 shares of our common stock and warrants to purchase up to 1,901,985 shares of our common stock. The net proceeds received from sale, after offering expenses of $ 0.3 million, of which $ 0.2 million were withheld to cover fees, were $ 11.2 million. The shares of common stock and warrants were sold in units, with each unit consisting of one share of common stock and a warrant to purchase up to 0.6 shares of common stock. The purchase price for each unit was $ 4.543 . The warrants have an exercise price of $ 4.75 per share of common stock and are exercisable at any time during the three-year period commencing six months after issuance. Warrants In conjunction with our sale of shares common stock and warrants on July 10, 2022, as described above, we issued warrants to purchase up to 4,939,515 shares of our common stock. The warrants have an exercise price of $ 3.35 per share and are exercisable at any time beginning on December 10, 2022 , and ending on the close of business on June 10, 2027 . In conjunction with our sale of shares common stock and warrants on August 21, 2020 as described above, we issued warrants to purchase up to 1,901,985 shares of our common stock. The warrants have an exercise price of $ 4.75 per share and are exercisable at any time during the three-year period commencing six months after the August 21, 2020 sale of our common stock, which is February 21, 2021. Included in the Restated Agreement as described in Note 10 Loans Payable – Litigation Financing , during 2019, we issued a warrant allowing the lender to purchase up to 551,378 shares of our common stock at $ 3.99 . The warrant is contingently exercisable and will become exercisable on the date on which we cease the Subject Claim for any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claims or the date on which Proceeds are deposited into the Escrow Account. The warrant has a five-year life that commences on the date it becomes exercisable. On July 12, 2018, in conjunction with a previous Note and Warrant Purchase Agreement we issued warrants to purchase an aggregate of 65,625 shares of common stock in connection with the notes that were issued. These warrants had an expiration date of July 21, 2021 , an exercise price of $ 12.00 , and were exercisable to purchase 65,625 shares of our common stock. On July 8, 2019 we entered into a Second Amendment to Note and Warrant Purchase Agreement and Warrant Modification Agreement. As a result, the lenders now hold warrants to purchase an aggregate of 196,135 shares of our common stock at an exercise price of $ 5.756 per share. These warrants are exercisable at any time until July 12, 2024 . On August 14, 2020, this loan was modified and extended to July 12, 2021. In conjunction with the extension, the lenders received warrants to purchase an aggregate of 131,996 shares of our common stock at $ 4.67 per share. These warrants expire on August 14, 2023 . Convertible Preferred Stock On March 11, 2015, we entered into a Stock Purchase Agreement (the "Purchase Agreement") with Penelope Mining LLC (the "Investor"), and, solely with respect to certain provisions of the Purchase Agreement, Minera del Norte, S.A. de C.V. (the "Lender"). The Purchase Agreement provides for the Company to issue and sell to the Investor shares of the Company’s preferred stock in the amounts set forth in the following table (numbers have been adjusted for the February 2016 reverse stock split): Convertible Preferred Stock Shares Price Per Share Total SeriesAA-1 8,427,004 $ 12.00 $ 101,124,048 SeriesAA-2 7,223,145 $ 6.00 43,338,870 15,650,149 $ 144,462,918 The Investor’s option to purchase the Series AA-2 shares is subject to the closing price of the Common Stock on the NASDAQ market having been greater than or equal to $ 15.12 per share for a period of twenty ( 20 ) consecutive business days on which the NASDAQ market is open. The closing of the sale and issuance of shares of the Company’s preferred stock to the Investor is subject to certain conditions, including the Company’s receipt of required approvals from the Company’s stockholders, the receipt of regulatory approval, performance by the Company of its obligations under the Stock Purchase Agreement, the listing of the underlying common stock on the NASDAQ Stock Market and the Investor’s satisfaction, in its sole discretion, with the viability of certain undersea mining projects of the Company. This transaction received stockholders’ approval on June 9, 2015. The Purchase Agreement was terminated pursuant to an agreement dated March 3, 2023 (see further details at Note 10 Loans Payable – Minosa 1 and 2). Stock-Based Compensation We have three stock incentive plans. The first is the 2005 Stock Incentive Plan that expired in August 2015 . After the expiration of this plan, equity instruments cannot be granted but this plan will continue in effect until all outstanding awards have been exercised in full or are no longer exercisable and all equity instruments have vested or been forfeited. On June 9, 2015, our stockholders approved our 2015 Stock Incentive Plan (the "Plan") that was adopted by our Board of Directors (the "Board") on January 2, 2015, which is the effective date. The Plan expires on the tenth anniversary of the effective date. The Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units and stock appreciation rights. This plan was initially capitalized with 450,000 shares that may be granted. The Plan is intended to comply with Section 162(m) of the Internal Revenue Code, which stipulates that the maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year shall be 83,333 , and the maximum aggregate amount of cash that may be paid in cash to any person during any calendar year with respect to one or more Awards payable in cash shall be $ 2,000,000 . The original maximum number of shares that were to be used for Incentive Stock Options ("ISO") under the Plan was 450,000 . During our June 2016 stockholders' meeting, the stockholders approved the addition of 200,000 incremental shares to the Plan. With respect to each grant of an ISO to a participant who is not a ten percent stockholder, the exercise price shall not be less than the fair market value of a share on the date the ISO is granted. With respect to each grant of an ISO to a participant who is a ten percent stockholder, the exercise price shall not be less than one hundred ten percent ( 110 %) of the fair market value of a share on the date the ISO is granted. If an award is a non-qualified stock option ("NQSO"), the exercise price for each share shall be no less than (1) the minimum price required by applicable state law, or (2) the fair market value of a share on the date the NQSO is granted, whichever price is greatest. Any award intended to meet the performance-based exception must be granted with an exercise price not less than the fair market value of a share determined as of the date of such grant. On March 26, 2019, our Board of Directors adopted and approved the 2019 Stock Incentive Plan (the "2019 Plan"), which was approved by our stockholders on June 3, 2019. The 2019 Plan expires on June 3, 2029. The 2019 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units and stock appreciation rights. The 2019 Plan is capitalized with 1.6 million shares that may be granted. During our June 2022 stockholders' meeting, the stockholders approved the addition of 2,400,000 incremental shares to the 2019 Plan. As of December 31, 2022 966,222 options were available to be issued under the 2019 Plan. The 2019 Plan includes the following features: no "evergreen" share reserve, prohibition on liberal share recycling, no repricing permitted without stockholder approval, no stock option reload features, no transfers of awards for value and dividends and dividends equivalent shall accrue and be paid only if and to the extent the common stock underlying the award become vested or payable. Share-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest. As share-based compensation expense recognized in the statement of operations is based on awards ultimately expected to vest, it can be reduced for estimated forfeitures. The ASC topic Stock Compensation requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The share-based compensation charged against income for the years ended December 31, 2022, 2021 and 2020 was $ 1,811,551 , $ 1,250,585 and $ 420,648 , respectively. We granted 604,243 stock options to employees on December 9, 2022. We did no t grant stock options to employees or outside directors in 2021 or 2020 . The value of the stock options granted was determined using the Black-Scholes-Merton option-pricing model, which values options based on the stock price at the grant date, the expected life of the option, the estimated volatility of the stock, the expected dividend payments, and the risk-free interest rate over the life of the option. The options were valued with the following assumptions used for grants issued in the table below. Expected volatilities are based on historical volatility of the Company’s stock as well as other companies operating similar businesses. The expected term (in years) is determined using historical data to estimate option exercise patterns. The expected dividend yield is based on the annualized dividend rate over the vesting period. The risk free interest rate is based on the rate for US Treasury bonds commensurate with the expected term of the granted option. 2022 Risk free interest rate 3.75 % Expected life 5 years Expected volatility 83.56 % Expected dividend yield — Grant-date fair value 2.45 Additionally, on December 8, 2022, we granted 17,105 stock options to a third-party consultant for services rendered. We did no t grant stock options to any third parties in 2021 or 2020 . The fair value of each option grant to the third-party consultant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants issued in the table below. 2022 Risk free interest rate 3.71 % Expected life 5 years Expected volatility 83.53 % Expected dividend yield — Grant-date fair value 2.34 The Black-Scholes-Merton option pricing model was developed for estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because option valuation models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. Our options do not have the characteristics of traded options; therefore, the option valuation models do not necessarily provide a reliable measure of the fair value of our options. Additional information with respect to both plans stock option activity is as follows: Number of Shares Weighted Average Weighted Average Life Outstanding at December 31, 2019 238,651 $ 15.95 Granted — $ — Exercised — $ — Cancelled — $ — Outstanding at December 31, 2020 238,651 $ 15.95 Granted — $ — Exercised — $ — Cancelled — $ — Outstanding at December 31, 2021 238,651 $ 15.95 Granted 621,348 $ 3.60 Exercised — $ — Cancelled — $ — Outstanding at December 31, 2022 859,999 $ 7.02 4.08 Options exercisable at December 31, 2020 238,651 $ 15.95 3.82 Options exercisable at December 31, 2021 238,651 $ 15.95 4.82 Options exercisable at December 31, 2022 602,591 $ 8.49 3.71 The aggregate intrinsic values of options exercisable for the years ended December 31, 2022, 2021 and 2020 were $ 127,605 , $ 55,392 and $ 98,129 , respectively. The aggregate intrinsic values of options outstanding for the years ended December 31, 2022, 2021 and 2020 were $ 202,587 , $ 55,392 and $ 98,129 , respectively. The aggregate intrinsic values of options exercised during the years ended December 31, 2022, 2021 and 2020 are $ 0 , $ 0 and $ 0 , respectively, determined as of the date of the option exercise. Aggregate intrinsic value represents the positive difference between our closing stock price at the end of a respective period and the exercise price multiplied by the number of relative options. The total fair value of options vested during the years ended December 31, 2022, 2021 and 2020 was $ 1,412,087 , $ 0 and $ 0 , respectively. As of December 31, 2022, there was $ 628,767 of unrecognized compensation cost related to unvested share-based compensation awards granted to employees related to granted stock options, which have an expected remaining life of 2.06 years. The following table summarizes information about stock options outstanding at December 31, 2022: Stock Options Outstanding Range of Exercise Prices Number of Shares Weighted Average Weighted Average Exercise $ 26.40 - $ 26.40 75,158 1.00 $ 26.40 $ 12.48 - $ 12.84 141,000 2.00 $ 12.49 $ 2.02 - $ 3.60 643,841 4.90 $ 3.57 859,999 4.08 $ 7.02 The estimated fair value of each restricted stock award is calculated using the share price at the date of the grant. A summary of the status of the restricted stock awards as of December 31, 2022 and changes during the year ended December 31, 2022 is presented as follows: Number of Weighted Average Unvested at December 31, 2021 276,709 $ 6.54 Granted 88,328 $ 3.27 Vested ( 274,312 ) $ 5.17 Cancelled ( 45,107 ) $ 10.59 Unvested at December 31, 2022 45,618 $ 4.46 The fair value of restricted stock units vested during the years ended December 31, 2022, 2021 and 2020 was $ 2,310,598 , $ 1,213,525 and $ 653,653 , respectively. The fair value of unvested restricted stock units remaining at the years ended December 31, 2022, 2021 and 2020 is $ 176,998 , $ 1,438,887 and $ 1,770,676 , respectively. The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2022, 2021 and 2020 were $ 3.27 , $ 7.05 and $ 4.00 , respectively. The weighted-average remaining contractual term of these restricted stock units at the years ended December 31, 2022, 2021 and 2020 are 2.3 , 1.1 and 2.0 years, respectively. As of December 31, 2022, there was a total of $ 203,481 unrecognized compensation cost related to unvested restricted stock awards. The following table summarizes our common stock warrants outstanding at December 31, 2022: 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 1,873,622 $ 4.75 02/25/2024 4,939,515 $ 3.35 12/10/2027 8,392,466 ** A five-year term commences upon the earliest occurrence of either Trigger Date A or Trigger Date B. Trigger Date A is the date on which the Claimholder ceases the Subject Claim for any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claim, see Note 10 Loans Payable – Litigation Financing . Cuota Appreciation Rights On August 4, 2017, the Company’s board of directors (the "Board") adopted the Odyssey Marine Exploration, Inc. Key Employee Cuota Appreciation Rights (the "Key Employee Plan") and the Odyssey Marine Exploration, Inc. Nonemployee Director Cuota Appreciation Rights (the "Director Plan" and, together with the Key Employee Plan, the "Cuota Plans"). The Cuota Plans provide for the award of cuota appreciation rights ("CARs") to eligible participants. A "cuota" is a unit of equity interest under Panamanian law, and the value of the CARs will be determined based upon the appreciation, if any, in the value of the cuotas of Oceanica Resources, S. de R.L., a Panamanian sociedad de responsabilidad limitada ("Oceanica"), after the award of such CARs. The Company indirectly holds a majority stake in Oceanica. The Board authorized the award of up to 750,000 CARs under the Key Employee Plan and the award of up to 600,000 CARs under the Director Plan. The terms of any CARs awarded under the Cuota Plans will be set forth in an award agreement between the Company and each participant, and the award agreement will set forth a vesting schedule for the CARs. In general, unvested CARs will be forfeited upon a participant’s separation of service from the Company, and all vested and unvested CARs will be forfeited upon a participant’s separation of service from the Company for "cause" (as defined in the Cuota Plans). Each participant in the Cuota Plans will be entitled to be paid the value of such participant’s CARs upon the occurrence of a "payment event." As used in the Cuota Plans, payment events consist of a change in control of the Company or the date specified in the applicable award agreement and, in the case of the Key Employee Plan, a separation of service without cause and the participant’s continuous employment with the Company until the date specified in the applicable award agreement. The value of CARs liability will be based upon the difference between the basis in the cuotas of Oceanica on the date of the award of the CARs, which is $ 3.00 , and the fair value of the cuotas on the date used for the payment event, in each case as determined by the Board in accordance with the provisions of the Cuota Plans. The fair value of the cuota as of August 31, 2019 was $ 1.00 . There is no active market for Oceanica’s securities, and there was no activity that would have materially changed the valuation at December 31, 2022. During the year ended December 31, 2022 the 385,580 CARs in the Key Employee Plan expired. At December 31, 2022, there were no vested CARs outstanding and there were no exercisable CARs outstanding related to the Key Employee Plan. At December 31, 2022, there was no liability or associated compensation cost associated with these CARs. The CARs in the Nonemployee Director Plan are utilized as compensation for services, therefore these CARs vest upon grant. During the year ended December 31, 2022 the 292,663 CARs in the Nonemployee Director Plan had expired and, as such, the associated $ 315,235 liability was written-off and is included as a gain on Cuota Appreciation Rights extinguishment in our consolidated statements of operations. At December 31, 2022 there were no vested and outstanding and there were no exercisable CARs outstanding related to the Nonemployee Director Plan. At December 31, 2022 , there was no liability with these CARs. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 14 – INCOME TAXES As of December 31, 2022, the Company had consolidated income tax net operating loss ("NOL") carryforwards for federal tax purposes of approximately $ 230.0 million and net operating loss carryforwards for foreign income tax purposes of approximately $ 83.5 million . The federal NOL carryforwards from 2005 and forward will expire in various years beginning 2025 and ending through the year 2035 . From 2025 through 2027, approximately $ 47.0 million of the NOL will expire, and from 2028 through 2037, approximately $ 128.0 million of the NOL will expire. The NOL generated in 2018 through 2021 of approximately $ 55.0 million will be carried forward indefinitely. The components of the provision for income tax (benefits) are attributable to continuing operations as follows: December 31, 2022 December 31, 2021 December 31, 2020 Current Federal $ — $ — $ — State — — — $ — $ — $ — Deferred Federal $ — $ — $ — State — — — $ — $ — $ — Deferred income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2022 December 31, 2021 Deferred tax assets: Net operating loss and tax credit carryforwards $ 83,383,006 $ 72,201,754 Capital loss carryforward — 5,514 Accrued expenses — 363,149 Start-up costs 6,033 5,664 Excess of book over tax depreciation 240,231 259,667 Stock option and restricted stock award expense 1,806,546 1,429,488 Debt Extinguishment 61,945 58,161 Less: valuation allowance ( 85,268,067 ) ( 74,138,667 ) $ 229,694 $ 184,730 Deferred tax liability: Property and equipment basis $ 50,174 $ 10,434 Prepaid expenses 179,520 174,296 $ 229,694 $ 184,730 Net deferred tax asset $ — $ — As reflected above, we have recorded a net deferred tax asset of $ 0 at December 31, 2022. As required by the Accounting for Income Taxes topic in the ASC, we have evaluated whether it is more likely than not that the deferred tax assets will be realized. Based on the available evidence, we have concluded that it is more likely than not that those assets would not be realized without the recovery and rights of ownership or salvage rights of high-value shipwrecks or other forms of taxable income, thus a valuation allowance has been recorded as of December 31, 2022. The change in the valuation allowance is as follows: December 31, 2022 $ 85,268,067 December 31, 2021 74,138,667 Change in valuation allowance $ 11,129,400 The federal and state income tax provision (benefit) is summarized as follows for the years ended: December 31, 2022 December 31, 2021 December 31, 2020 Expected (benefit) $ ( 6,485,498 ) $ ( 3,386,834 ) $ ( 4,429,419 ) Effects of: State income taxes net of federal benefits ( 1,698,583 ) ( 570,116 ) ( 940,302 ) Nondeductible expense 78,422 ( 56,839 ) 150,238 Subpart F Income 33,040 735,229 345,006 Debt Extinguishment — — 91,266 Funder Loan Proceeds — — 2,482,252 Change in valuation allowance 11,480,322 6,229,371 4,815,784 Foreign Rate Differential ( 3,407,703 ) ( 2,950,811 ) ( 2,514,825 ) $ — $ — $ — The Company’s effective income tax rate is lower than what would be expected if the federal statutory rate were applied to income before income taxes primarily because of certain expenses deductible for financial reporting purposes that are not deductible for tax purposes, research and development tax credits, operating loss carryforwards, and adjustments to previously-recorded deferred tax assets and liabilities due to the enactment of the Tax Cuts and Jobs Act. We have not recognized a material adjustment in the liability for unrecognized tax benefits and have not recorded any provisions for accrued interest and penalties related to uncertain tax positions. The earliest tax year still subject to examination by a major taxing jurisdiction is 2018 . |
Major Customers
Major Customers | 12 Months Ended |
Dec. 31, 2022 | |
Major Customers [Abstract] | |
Major Customers | NOTE 15 – MAJOR CUSTOMERS For the years ended December 31, 2022 and 2021 , we had one customer, CIC, which is a related party (see Note 6 Related Party Transactions ), that accounted for 100 % of our total revenue in both years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 16 – COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company may be subject to a variety of claims and suits that arise from time to time in the ordinary course of business. We are not a party to any litigation as a defendant where a loss contingency is required to be reflected in our consolidated financial statements. Contingency We also owe consultants contingent success fees of up to $ 700,000 upon the approval and issuance of the ExO Project Environmental Impact Assessment ("EIA") . The EIA has not been approved as of the date of this report. Going Concern Consideration We have experienced several years of net losses and may continue to do so. Our ability to generate net income or positive cash flows for the following twelve months is dependent upon financings, our success in developing and monetizing our interests in mineral exploration entities, generating income from exploration charters or collecting on amounts owed to us. Our 2023 business plan requires us to generate new cash inflows to effectively allow us to perform our planned projects. We continually plan to generate new cash inflows through the monetization of our receivables and equity stakes in seabed mineral companies, financings, syndications or other partnership opportunities. If cash inflow ever becomes insufficient to meet our desired projected business plan requirements, we would be required to follow a contingency business plan that is based on curtailed expenses and fewer cash requirements. On June 10, 2022, we sold an aggregate of 4,939,515 shares of our common stock and warrants to purchase up to 4,939,515 shares of our common stock. The net proceeds received from this sale, after offering expenses of $ 1.8 million , were $ 14.7 million (see Note 13 Stockholders' Equity/(Deficit)). These proceeds, coupled with other anticipated cash inflows, provided operating funds through early 2023. Our consolidated non-restricted cash balance at December 31, 2022 was $ 1,443,421 . We have a working capital deficit at December 31, 2022 of $ 60.7 million . The total consolidated book value of our assets was approximately $ 13.3 million at December 31, 2022, which includes cash of $ 1,443,421 . The fair market value of these assets may differ from their net carrying book value. The factors noted above raise doubt about our ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. Lease commitment In August 2019, we entered into an operating lease for our corporate office space under a non-cancellable lease through August 2024 with monthly payments ranging from $ 11,789 to $ 13,269 , not including sales tax. The lease provides for annual increases of base rent of 3 % until the expiration date. Pursuant to ASC 842, an operating lease right of usage ("ROU") asset and liability were recognized in the amount of $ 590,612 at inception of the lease based on the present value of lease payments over the remaining lease term. The ROU asset represents the Company’s right to use the underlying office space asset for the lease term, and the lease liability represents the Company’s obligation to make lease payments arising from the lease. Since the implicit rate of interest in the arrangement was not readily determinable, we utilized our incremental borrowing rate of 10 % in determining the present value of lease payments. The operating lease ROU asset includes any lease payments made and excludes lease incentives. At December 31, 2022 , the ROU asset and lease obligation were, $ 218,098 and $ 229,657 , respectively. The remaining lease payment obligations are as follows: Year ending December 31, Annual payment 2023 $ 156,524 2024 92,884 $ 249,408 During the third quarter of 2019, we entered into a five-year lease at the location of our corporate office space in Tampa, Florida to support our marine operations. The lease was effective October 1, 2019 and has monthly lease payments ranging from $ 4,040 to $ 4,547 , not including sales tax, over the five-year term. We are accounting for this lease under ASC 842 which resulted in a right of use asset and lease obligation of $ 202,424 . The discount used in determining the right of use asset was 10 %. At December 31, 2022 , the ROU asset and lease obligation were, $ 81,927 and $ 86,138 , respectively. The remaining lease payment obligations are as follows: Year ending December 31, Annual payment 2023 $ 53,382 2024 40,930 $ 94,312 We have recognized approximately $ 218,000 , $ 216,000 and $ 194,000 in rent expense associated with these leases for the years ended December 31, 2022, 2021 and 2020 , respectively. |
Quarterly Financial Data - Unau
Quarterly Financial Data - Unaudited | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data - Unaudited | NOTE 17 – QUARTERLY FINANCIAL DATA – UNAUDITED The following tables present certain unaudited consolidated quarterly financial information for each of the past eight quarters ended December 31, 2022 and 2021. This quarterly information has been prepared on the same basis as the consolidated financial statements and includes all adjustments necessary to state fairly the information for the periods presented. Fiscal Year ended December 31, 2022 Quarter Ending March 31 June 30 September 30 December 31 Revenue – net $ 299,606 $ 390,278 $ 358,409 $ 286,409 Gross profit 299,606 390,278 358,409 286,409 Net income (loss) ( 8,230,229 ) ( 4,683,485 ) ( 5,455,229 ) ( 4,771,807 ) Basic and diluted net income per share $ ( 0.57 ) $ ( 0.30 ) $ ( 0.28 ) $ ( 0.19 ) 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 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE 18 – SUBSEQUENT EVENTS We have evaluated subsequent events for recognition or disclosure through the date this Form 10-K is filed with the Securities and Exchange Commission. Galileo Note On February 28, 2023, Odyssey issued a $ 300,000 11.0 % Promissory Note to Galileo NCC Inc ("Galileo"). The Promissory Note was payable on April 1, 2023 . On March 6, 2023, Odyssey repaid this note payable in full with proceeds from the issuance of the Note (as defined below). DP SPV I LLC Note On March 6, 2023, Odyssey entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”) with an institutional investor pursuant to which Odyssey issued and sold to the investor (a) a promissory note (the “Note”) in the principal amount of up to $ 14.0 million and (b) a warrant (the “Warrant” and, together with the Note, the “Securities”) to purchase shares of Odyssey’s common stock. The principal amount outstanding under the Note bears interest at the rate of 11.0 % per annum, and interest is payable in cash on a quarterly basis, except that, (a) at Odyssey’s option and upon notice to the holder of the Note, any quarterly interest payment may be satisfied, in lieu of paying such cash interest, by adding an equivalent amount to the principal amount of the Note (“PIK Interest”), and (b) the first quarterly interest payment due under the Note will be satisfied with PIK Interest. The Note provides Odyssey with the right, but not the obligation, upon notice to the holder of the Note to redeem (x) at any time before the first anniversary of the issuance of the Note, all or any portion of the indebtedness outstanding under the Note (together with all accrued and unpaid interest, including PIK Interest) for an amount equal to one hundred twenty percent ( 120 %) of the outstanding principal amount so being redeemed, and (y) at any time on or after the first anniversary of the issuance of the Note, all or any portion of the indebtedness outstanding under the Note (together with all accrued and unpaid interest, including PIK Interest). Unless the Note is sooner redeemed at Odyssey’s option, all indebtedness under the Note is due and payable on September 6, 2024. Under the terms of the Purchase Agreement, Odyssey agreed to use the proceeds of the sale of the Securities to fund Odyssey’s obligations under the Termination Agreement (as defined below), to pay legal fees and costs related to Odyssey’s NAFTA arbitration against the United Mexican States, to pay fees and expenses related to the transactions contemplated by the Purchase Agreement, and for working capital and other general corporate expenditures. Odyssey’s obligations under Note are secured by a security interest in substantially all of Odyssey’s assets (subject to limited stated exclusions). Under the terms of the Warrant, the holder has the right for a period of three years after issuance to purchase up to 3,703,704 shares of Odyssey’s common stock at an exercise price of $ 3.78 per share, which represents 120.0 % of the official closing price of Odyssey’s common stock on the NASDAQ Capital Market immediately preceding the signing of the Purchase Agreement, upon delivery of a notice of exercise to Odyssey. Upon exercise of the Warrant, Odyssey has the option to either (a) deliver the shares of common stock issuable upon exercise or (b) pay to the holder an amount equal to the difference between (i) the aggregate exercise price payable under the notice of exercise and (ii) the product of (A) the number of shares of common stock indicated in the notice of exercise multiplied by (B) the arithmetic average of the daily volume-weighted average price of the common stock on the NASDAQ Capital Market for the five consecutive trading days ending on, and including, the trading day immediately prior to the date of the notice of exercise. The warrant provides for customary adjustments to the exercise price and the number of shares of common stock issuable upon exercise in the event of a stock split, recapitalization, reclassification, combination or exchange of shares, separation, reorganization, liquidation, or the like. In connection with the execution and delivery of the Purchase Agreement, Odyssey entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which Odyssey agreed to register the offer and sale of the shares (the “Exercise Shares”) of Odyssey common stock issuable upon exercise of the Warrant. Pursuant to the Registration Rights Agreement, Odyssey agreed to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement covering the resale of the Exercise Shares and to use its reasonable best efforts to have the registration statement declared effective by the SEC as soon as practicable thereafter, subject to stated deadlines. Purchase Agreement, MINOSA 1 and MINOSA 2 Notes On March 3, 2023, Odyssey, Altos Hornos de México, S.A.B. de C.V. (“AHMSA”), MINOSA and Phosphate One LLC (f/k/a Penelope Mining LLC, “Phosphate One” and together with AHMSA and MINOSA, the “AHMSA Parties”) entered into Settlement, Release and Termination Agreement (the “Termination Agreement”). Pursuant to the Termination Agreement: • Odyssey paid AHMSA $ 9.0 million (the “Termination Payment”) in cash on March 6, 2023; • the parties agreed that, concurrently with the payment of the Termination Payment, a portion of the MINOSA Notes would be deemed automatically converted into 304,879 shares of Odyssey’s common stock; • the MINOSA Notes, the Purchase Agreement, and the Pledge Agreements were terminated; • each of the AHMSA Parties, on the one hand, and Odyssey, on the other, agreed to release the other parties and their respective affiliates, equity holders, beneficiaries, successors and assigns (the “Released Parties”) from any and all claims, demands, damages, actions, causes of action or liabilities of any kind or nature whatsoever under the SPA, the MINOSA Notes, the Minosa Purchase Agreement, or the Pledge Agreements (the “Released Matters”); and • each of the AHMSA Parties, on the one hand, and Odyssey, on the other, agreed not to make any claims against any of the Released Parties related to the Released Matters. The transactions contemplated by the Termination Agreement were completed on March 6, 2023 . On March 6, 2023, Odyssey entered into a Release and Termination Agreement with a director of the Company, James S. Pignatelli, to terminate and release a portion of the MINOSA 2 Note assigned to Mr. Pignatelli in 2021, the related Note Purchase Agreement (“NPA”) and the Pledge Agreement. On March 6, 2023, Odyssey issued a new Unsecured Convertible Promissory Note in the principal amount of $ 500,000 to Mr. Pignatelli that bears interest at the rate of 10.0 % per annum convertible into common stock of Odyssey at a conversion price of $ 3.78 per share. Pursuant to the Release and Termination Agreement with Mr. Pignatelli noted above, he agreed, in exchange for the issuance of this Unsecured Convertible Promissory Note by Odyssey, to release the assigned portion of the MINOSA 2 note issued by Odyssey Marine Exploration, Inc., a wholly owned subsidiary of the Company, to Mr. Pignatelli in the principal amount of $ 404,634 and convertible at a conversion price of $ 4.35 per share, pursuant to which the outstanding aggregate obligation with accrued interest was $ 630,231 . Litigation Financing Waiver and Consent On March 6, 2023, the Claimholder and the Funder under the Agreement entered into a Waiver and Consent Agreement, pursuant to which, among other things, (i) the Funder provided a waiver and consent to allow the Claimholder to fund certain costs and expenses arising from the Subject Claim from the Claimholder’s own capital in an aggregate amount not to exceed $ 5,000,000 , and (ii) Odyssey paid a $ 1,000,000 nonrefundable waiver fee to the Funder. Sale/Leaseback Arrangement On March 30, 2023 , Odyssey reached agreement on the terms of a sale/leaseback arrangement for certain of its marine equipment. The definitive documentation is expected to be effective in early April 2023 and the $ 3 million sale/leaseback transaction is expected to close within 60 days of effectiveness. A portion of the proceeds of the transaction will be used to repay the Seller Note. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | S CHEDULE II – VALUATION and QUALIFYING ACCOUNTS For the Fiscal Years of 2019, 2020 and 2021 ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES Balance at Charged Charged Deductions Balance at Inventory reserve 2020 — — — — — 2021 — — — — — 2022 — — — — — Accounts receivable reserve 2020 — — — — — 2021 — — — — — 2022 — — — — — |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Organization | Organization Odyssey Marine Exploration, Inc. and subsidiaries (the "Company," "Odyssey," "us," "we" or "our") is engaged in deep-ocean exploration. Our innovative techniques are currently applied to mineral exploration and other marine survey and exploration charter services. Our corporate headquarters are located in Tampa, Florida. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies This summary of significant accounting policies of the Company is presented to assist in understanding our financial statements. The financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity and have prepared them in accordance with our customary accounting practices. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting standards adopted In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission ("SEC") filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The amendments in the above Update affect entities that issue convertible instruments and/or contracts in an entity’s own equity. For convertible instruments, the instruments primarily affected are those issued with beneficial conversion features or cash conversion features because the accounting models for those specific features are removed. However, all entities that issue convertible instruments are affected by the amendments to the disclosure requirements in this Update. For contracts in an entity’s own equity, the contracts primarily affected are freestanding instruments and embedded features that are accounted for as derivatives under the current guidance because of failure to meet the settlement conditions of the derivatives scope exception related to certain requirements of the settlement assessment. The Board simplified the settlement assessment by removing the requirements (1) to consider whether the contract would be settled in registered shares, (2) to consider whether collateral is required to be posted, and (3) to assess shareholder rights. Those amendments also affect the assessment of whether an embedded conversion feature in a convertible instrument qualifies for the derivatives scope exception. Additionally, the amendments in this Update affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. We have adopted this ASU as of January 1, 2022. On October 31, 2018, the SEC adopted a final rule ("New Final Rule") that will replace SEC Industry Guide 7 with new disclosure requirements that are more closely aligned with current industry and global regulatory practices and standards. Companies must comply with the New Final Rule for the company’s first fiscal year beginning on or after January 1, 2021. We adopted this New Final Rule on January 1, 2021. Other recent accounting pronouncements issued by the FASB, the AICPA and the SEC did not or are not believed by management to have a material effect, if any, on the Company’s financial statements. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries, both domestic and international. Equity investments in which we exercise significant influence but do not control and of which we are not the primary beneficiary are accounted for using the equity method. All significant inter-company and intra-company transactions and balances have been eliminated. The results of operations attributable to the non-controlling interest are presented within equity and net income and are shown separately from the Company’s equity and net income attributable to the Company. Some of the existing inter-company balances, which are eliminated upon consolidation, include features allowing the liability to be converted into equity of a subsidiary, which if exercised, could increase the direct or indirect interest of the Company in the non-wholly owned subsidiaries. |
Use of Estimates | Use of Estimates Management used estimates and assumptions in preparing these consolidated financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used. |
Reclassifications | Reclassifications Certain reclassifications have been made to the 2021 consolidated financial statements in order to conform to the classifications used in 2022 . The reclassifications had no impact to operations or working capital. |
Revenue Recognition and Accounts Receivable | Revenue Recognition and Accounts Receivable Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of Accounting Standards Codification ("ASC") Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. The Company currently generates revenues from service contracts with customers. Currently, there are two sources of revenue, marine services and other services. The contracts for these services provide research, scientific services, marine operations planning, management execution and project management. These services are billed generally on a monthly basis and recognized as revenue as the services are performed. Revenue is recognized at a point in time as services are provided, as the customers simultaneously receive and consume the benefits provided by the Company each month. The Company generally does not receive any upfront consideration for these services, and there is no variable consideration for the services. Costs associated with both services include all direct consulting labor, and minimal supplies, and is charged to operations as a component of Operations and Research. Accounts receivable are based on amounts billed to customers. Generally accepted accounting principles state an estimate is to be made for an allowance for doubtful accounts. We have determined no allowance is currently necessary. If we were to have a recorded allowance, the accounts receivable would be stated net of the recorded allowance. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in banks. We also consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents, of which we do not have any. |
Exploration License | Exploration License The Company follows the guidance pursuant to ASU 350, " Intangibles-Goodwill and Other " in accounting for its Exploration License. Management determined the rights to use the license to have an indefinite life. This assessment is based on the historical success of renewing the license since 2006, and the fact that management believes there are no legal, regulatory, or contractual provisions that would limit the useful life of the asset. The exploration license is not dependent on another asset or group of assets that could potentially limit the useful life of the exploration license. In the future, the recoverability of the license will be tested whenever circumstances indicate that its carrying amount may not be recoverable per the guidance of ASC 360 Property, Plant and Equipment. We did no t have any impairments for the years ended December 31, 2022, 2021 or 2020 . |
Long-Lived Assets | Long-Lived Assets Our policy is to recognize impairment losses relating to long-lived assets in accordance with the ASC 360 Property, Plant and Equipment. Decisions are based on several factors, including, but not limited to, management’s plans for future operations, recent operating results and projected cash flows. Impairment losses are included in depreciation at the time of impairment. We did not have any impairments in for the years ended December 31, 2022, 2021 or 2020 . |
Property and Equipment and Depreciation | Property and Equipment and Depreciation Property and equipment is stated at historical cost. Depreciation is calculated using the straight-line method at rates based on the assets’ estimated useful lives which are normally between three and thirty years . Leasehold improvements are amortized over their estimated useful lives or lease term, if shorter. Items that may require major overhauls (such as marine equipment) that enhance or extend the useful life of these assets qualify to be capitalized and depreciated over the useful life or remaining life of that asset, whichever was shorter. All other repairs and maintenance were accounted for under the direct-expensing method and are expensed when incurred. |
Earnings Per Share | Earnings Per Share Basic earnings per share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that would occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in our earnings. We use the if-converted method to compute potential common shares from stock options, restricted stock units, warrants, preferred stock, convertible notes or other convertible securities. When a net loss occurs, potential common shares have an anti-dilutive effect on earnings per share and such shares are excluded from the diluted EPS calculation. At December 31, 2022, 2021 and 2020 the weighted average common shares outstanding were 17,310,915 , 13,296,687 and 10,538,114 , respectively. For the years ended December 31, 2022, 2021 and 2020 in which net losses occurred, all potential common shares were excluded from Diluted EPS because the effect of including such shares would be anti-dilutive. The potential common shares in the following table represents potential common shares calculated using the as if-converted method from outstanding options, stock awards and warrants that were excluded from the calculation of diluted EPS: December 31, December 31, December 31, Average market price during the period $ 4.22 $ 6.50 $ 5.06 In the money potential common shares from options 643,841 22,493 22,493 In the money potential common shares from warrants excluded 5,490,893 2,781,314 2,585,179 Potential common shares from out of the money options and warrants were also excluded from the computation of diluted EPS because calculation of the associated potential common shares has an anti-dilutive effect on EPS. The following table lists options and warrants that were excluded from diluted EPS. Per share exercise price December 31, December 31, December 31, 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 warrants excluded: $ 4.67 131,816 — — $ 4.75 1,873,622 — — $ 5.76 196,135 — 196,135 $ 7.16 700,000 700,000 700,000 Total excluded 3,117,731 916,158 1,112,293 The equivalent common shares relating to our unvested restricted stock awards that were excluded from potential common shares used in the earning per share calculation due to having an anti-dilutive effect are: December 31, December 31, December 31, Excluded unvested restricted stock awards 45,618 276,709 249,391 The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share: Year Ended Year Ended Year Ended Net loss $ ( 23,140,750 ) $ ( 9,956,395 ) $ ( 14,812,156 ) Numerator, basic and diluted net loss available to stockholders $ ( 23,140,750 ) $ ( 9,956,395 ) $ ( 14,812,156 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 17,310,915 13,296,687 10,538,114 Shares used in computation – diluted: Weighted average common shares outstanding 17,310,915 13,296,687 10,538,114 Net loss per share – basic and diluted $ ( 1.34 ) $ ( 0.75 ) $ ( 1.41 ) |
Income Taxes | Income Taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or the entire deferred tax asset will not be realized. |
Stock-based Compensation | Stock-based Compensation Our stock-based compensation is recorded in accordance with the guidance in the ASC topic for Stock-Based Compensation (see Note 13 Stockholders' Equity/(Deficit) ). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments consist of cash, evidence of ownership in an entity, and contracts that both (i) impose on one entity a contractual obligation to deliver cash or another financial instrument to a second entity, or to exchange other financial instruments on potentially unfavorable terms with the second entity, and (ii) conveys to that second entity a contractual right (a) to receive cash or another financial instrument from the first entity, or (b) to exchange other financial instruments on potentially favorable terms with the first entity. Accordingly, our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, derivative financial instruments and mortgage and loans payable. We carry cash and cash equivalents, accounts payable and accrued liabilities, and mortgage and loans payable at the approximate fair market value, and, accordingly, these estimates are not necessarily indicative of the amounts that we could realize in a current market exchange. We carry derivative financial instruments at fair value as is required under current accounting standards. Derivative financial instruments consist of financial instruments or other contracts that contain a notional amount and one or more underlying variables (e.g., interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. We generally do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we have entered into certain other financial instruments and contracts with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815 – Derivatives and Hedging , these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements with changes in fair value reflected in our income. We adopted ASC Topic 820 for certain financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: Fair Value Hierarchy The three levels of inputs that may be used to measure fair value are as follows: Level 1. Quoted prices in active markets for identical assets or liabilities. Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions. Level 3. Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data. At December 31, 2022 and 2021 , the Company did no t have any financial instruments measured on a recurring basis. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Reconciliation of Numerators and Denominators used in Computing Basic and Diluted Net Income Per Share | The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share: Year Ended Year Ended Year Ended Net loss $ ( 23,140,750 ) $ ( 9,956,395 ) $ ( 14,812,156 ) Numerator, basic and diluted net loss available to stockholders $ ( 23,140,750 ) $ ( 9,956,395 ) $ ( 14,812,156 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 17,310,915 13,296,687 10,538,114 Shares used in computation – diluted: Weighted average common shares outstanding 17,310,915 13,296,687 10,538,114 Net loss per share – basic and diluted $ ( 1.34 ) $ ( 0.75 ) $ ( 1.41 ) |
In the Money Potential Common Shares [Member] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The potential common shares in the following table represents potential common shares calculated using the as if-converted method from outstanding options, stock awards and warrants that were excluded from the calculation of diluted EPS: December 31, December 31, December 31, Average market price during the period $ 4.22 $ 6.50 $ 5.06 In the money potential common shares from options 643,841 22,493 22,493 In the money potential common shares from warrants excluded 5,490,893 2,781,314 2,585,179 |
Out of Money Potential Common Shares [Member] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potential common shares from out of the money options and warrants were also excluded from the computation of diluted EPS because calculation of the associated potential common shares has an anti-dilutive effect on EPS. The following table lists options and warrants that were excluded from diluted EPS. Per share exercise price December 31, December 31, December 31, 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 warrants excluded: $ 4.67 131,816 — — $ 4.75 1,873,622 — — $ 5.76 196,135 — 196,135 $ 7.16 700,000 700,000 700,000 Total excluded 3,117,731 916,158 1,112,293 |
Unvested Restricted Stock Awards Excluded from EPS [Member] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The equivalent common shares relating to our unvested restricted stock awards that were excluded from potential common shares used in the earning per share calculation due to having an anti-dilutive effect are: December 31, December 31, December 31, Excluded unvested restricted stock awards 45,618 276,709 249,391 |
Accounts Receivable And Other_2
Accounts Receivable And Other Related Party, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | Our accounts receivable consisted of the following: December 31, December 31, Related party (see NOTE 6) $ 7,515 $ 268,867 Other — — Accounts receivable, net $ 7,515 $ 268,867 |
Short-term Notes Receivable R_2
Short-term Notes Receivable Related Party, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Short-Term Notes Receivable | Our short-term notes receivable consisted of the following: December 31, December 31, Related party (see NOTE 6) $ 1,576,717 $ — Other — — Short-term notes receivable, net $ 1,576,717 $ — |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Other Current Assets | Our other current assets consist of the following: December 31, December 31, Prepaid expenses $ 722,025 $ 732,562 Deposits 225,403 44,068 Total other current assets $ 947,428 $ 776,630 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: December 31, December 31, Computers and peripherals $ 458,309 $ 535,807 Furniture and office equipment 1,002,773 1,009,238 Marine equipment 6,675,944 4,057,870 Right to use asset, net 300,025 461,109 8,437,051 6,064,024 Less: Accumulated depreciation ( 5,390,559 ) ( 5,584,881 ) Property and equipment, net $ 3,046,492 $ 479,143 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Consolidated Notes Payable | The Company’s consolidated notes payable consisted of the following carrying values and related interest expense at: Note Payable Interest Expense December 31, December 31, Year Ended December 31, 2022 2021 2022 2021 2020 MINOSA 1 $ 14,750,001 $ 14,750,001 $ 1,122,681 $ 1,179,998 $ 1,183,230 MINOSA 2 5,050,000 5,050,000 562,336 504,998 506,381 Litigation financing 24,347,513 18,323,097 11,784,672 7,354,940 3,668,242 EIDL 149,900 149,900 4,014 10,102 — Vendor note payable 484,009 484,009 58,080 58,083 58,240 Monaco — 2,500,000 222,000 — — Seller note payable 1,400,000 — 20,712 — — D&O Insurance note payable 562,280 621,770 11,971 7,545 5,608 37North — — 300,000 — — $ 46,743,703 $ 41,878,777 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Components of Accrued Expenses | Accrued expenses consist of the following: December 31, December 31, Compensation and incentives $ 354,187 $ 1,655,761 Professional services 470,546 1,475,522 Deposit 657,331 450,000 Interest 35,131,587 21,875,753 Accrued exploration license fees 3,867,553 1,765,301 Total accrued expenses $ 40,481,204 $ 27,222,337 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Federal Home Loan Banks [Abstract] | |
Summary of Options Valued in Estimated on Date of Grant Using Black-Scholes Option-Pricing Model with Following Assumptions Used for Grants Issued | The value of the stock options granted was determined using the Black-Scholes-Merton option-pricing model, which values options based on the stock price at the grant date, the expected life of the option, the estimated volatility of the stock, the expected dividend payments, and the risk-free interest rate over the life of the option. The options were valued with the following assumptions used for grants issued in the table below. Expected volatilities are based on historical volatility of the Company’s stock as well as other companies operating similar businesses. The expected term (in years) is determined using historical data to estimate option exercise patterns. The expected dividend yield is based on the annualized dividend rate over the vesting period. The risk free interest rate is based on the rate for US Treasury bonds commensurate with the expected term of the granted option. 2022 Risk free interest rate 3.75 % Expected life 5 years Expected volatility 83.56 % Expected dividend yield — Grant-date fair value 2.45 The fair value of each option grant to the third-party consultant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants issued in the table below. 2022 Risk free interest rate 3.71 % Expected life 5 years Expected volatility 83.53 % Expected dividend yield — Grant-date fair value 2.34 |
Summary of Preferred Stock Allocated to Investors | The Purchase Agreement provides for the Company to issue and sell to the Investor shares of the Company’s preferred stock in the amounts set forth in the following table (numbers have been adjusted for the February 2016 reverse stock split): Convertible Preferred Stock Shares Price Per Share Total SeriesAA-1 8,427,004 $ 12.00 $ 101,124,048 SeriesAA-2 7,223,145 $ 6.00 43,338,870 15,650,149 $ 144,462,918 |
Summary of Stock Option Activity | Additional information with respect to both plans stock option activity is as follows: Number of Shares Weighted Average Weighted Average Life Outstanding at December 31, 2019 238,651 $ 15.95 Granted — $ — Exercised — $ — Cancelled — $ — Outstanding at December 31, 2020 238,651 $ 15.95 Granted — $ — Exercised — $ — Cancelled — $ — Outstanding at December 31, 2021 238,651 $ 15.95 Granted 621,348 $ 3.60 Exercised — $ — Cancelled — $ — Outstanding at December 31, 2022 859,999 $ 7.02 4.08 Options exercisable at December 31, 2020 238,651 $ 15.95 3.82 Options exercisable at December 31, 2021 238,651 $ 15.95 4.82 Options exercisable at December 31, 2022 602,591 $ 8.49 3.71 |
Stock Options Outstanding | The following table summarizes information about stock options outstanding at December 31, 2022: Stock Options Outstanding Range of Exercise Prices Number of Shares Weighted Average Weighted Average Exercise $ 26.40 - $ 26.40 75,158 1.00 $ 26.40 $ 12.48 - $ 12.84 141,000 2.00 $ 12.49 $ 2.02 - $ 3.60 643,841 4.90 $ 3.57 859,999 4.08 $ 7.02 |
Estimated Fair Value of Restricted Stock Award | The estimated fair value of each restricted stock award is calculated using the share price at the date of the grant. A summary of the status of the restricted stock awards as of December 31, 2022 and changes during the year ended December 31, 2022 is presented as follows: Number of Weighted Average Unvested at December 31, 2021 276,709 $ 6.54 Granted 88,328 $ 3.27 Vested ( 274,312 ) $ 5.17 Cancelled ( 45,107 ) $ 10.59 Unvested at December 31, 2022 45,618 $ 4.46 |
Summary of Common Stock Warrants Outstanding | The following table summarizes our common stock warrants outstanding at December 31, 2022: 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 1,873,622 $ 4.75 02/25/2024 4,939,515 $ 3.35 12/10/2027 8,392,466 ** A five-year term commences upon the earliest occurrence of either Trigger Date A or Trigger Date B. Trigger Date A is the date on which the Claimholder ceases the Subject Claim for any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claim, see Note 10 Loans Payable – Litigation Financing . |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Provision for Income Tax (Benefits) are Attributable to Continuing Operations | The components of the provision for income tax (benefits) are attributable to continuing operations as follows: December 31, 2022 December 31, 2021 December 31, 2020 Current Federal $ — $ — $ — State — — — $ — $ — $ — Deferred Federal $ — $ — $ — State — — — $ — $ — $ — |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2022 December 31, 2021 Deferred tax assets: Net operating loss and tax credit carryforwards $ 83,383,006 $ 72,201,754 Capital loss carryforward — 5,514 Accrued expenses — 363,149 Start-up costs 6,033 5,664 Excess of book over tax depreciation 240,231 259,667 Stock option and restricted stock award expense 1,806,546 1,429,488 Debt Extinguishment 61,945 58,161 Less: valuation allowance ( 85,268,067 ) ( 74,138,667 ) $ 229,694 $ 184,730 Deferred tax liability: Property and equipment basis $ 50,174 $ 10,434 Prepaid expenses 179,520 174,296 $ 229,694 $ 184,730 Net deferred tax asset $ — $ — |
Schedule of Change in Valuation Allowance | The change in the valuation allowance is as follows: December 31, 2022 $ 85,268,067 December 31, 2021 74,138,667 Change in valuation allowance $ 11,129,400 |
Schedule of Federal and State income Tax Provision (Benefit) | The federal and state income tax provision (benefit) is summarized as follows for the years ended: December 31, 2022 December 31, 2021 December 31, 2020 Expected (benefit) $ ( 6,485,498 ) $ ( 3,386,834 ) $ ( 4,429,419 ) Effects of: State income taxes net of federal benefits ( 1,698,583 ) ( 570,116 ) ( 940,302 ) Nondeductible expense 78,422 ( 56,839 ) 150,238 Subpart F Income 33,040 735,229 345,006 Debt Extinguishment — — 91,266 Funder Loan Proceeds — — 2,482,252 Change in valuation allowance 11,480,322 6,229,371 4,815,784 Foreign Rate Differential ( 3,407,703 ) ( 2,950,811 ) ( 2,514,825 ) $ — $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Lessor, Operating Lease, Payments to be Received, Maturity [Table Text Block] | The remaining lease payment obligations are as follows: Year ending December 31, Annual payment 2023 $ 156,524 2024 92,884 $ 249,408 |
FLORIDA | |
Lessor, Operating Lease, Payments to be Received, Maturity [Table Text Block] | The remaining lease payment obligations are as follows: Year ending December 31, Annual payment 2023 $ 53,382 2024 40,930 $ 94,312 |
Quarterly Financial Data - Un_2
Quarterly Financial Data - Unaudited (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data - Unaudited | The following tables present certain unaudited consolidated quarterly financial information for each of the past eight quarters ended December 31, 2022 and 2021. This quarterly information has been prepared on the same basis as the consolidated financial statements and includes all adjustments necessary to state fairly the information for the periods presented. Fiscal Year ended December 31, 2022 Quarter Ending March 31 June 30 September 30 December 31 Revenue – net $ 299,606 $ 390,278 $ 358,409 $ 286,409 Gross profit 299,606 390,278 358,409 286,409 Net income (loss) ( 8,230,229 ) ( 4,683,485 ) ( 5,455,229 ) ( 4,771,807 ) Basic and diluted net income per share $ ( 0.57 ) $ ( 0.30 ) $ ( 0.28 ) $ ( 0.19 ) 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 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Short-term investment maturity period | 3 months | ||
Exploration license impairments | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding | 17,310,915 | 13,296,687 | 10,538,114 |
Fair Value, Recurring [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fair value, net asset (liability) | $ 0 | $ 0 | |
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, estimated useful life | 3 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, estimated useful life | 30 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share for in the Money Potential Common Shares (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Average market price during the period | $ 4.22 | $ 6.50 | $ 5.06 |
Potential common shares excluded from EPS | 3,117,731 | 916,158 | 1,112,293 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from EPS | 643,841 | 22,493 | 22,493 |
Warrant Derivatives [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from EPS | 5,490,893 | 2,781,314 | 2,585,179 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share for Out of Money Potential Common Shares (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 3,117,731 | 916,158 | 1,112,293 |
Stock Options With an Exercise Price of $12.48 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 136,833 | 136,833 | 136,833 |
Stock Options With an Exercise Price of $12.84 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 4,167 | 4,167 | 4,167 |
Stock Options With an Exercise Price of $26.40 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 75,158 | 75,158 | 75,158 |
Stock Options With an Exercise Price of $4.67 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 131,816 | ||
Stock Options With an Exercise Price of $4.75 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 1,873,622 | ||
Stock Options With an Exercise Price of $5.76 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 196,135 | 196,135 | |
Stock Options With an Exercise Price of $7.16 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Out of the money options and warrants excluded | 700,000 | 700,000 | 700,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share for Out of Money Potential Common Shares (Parenthetical) (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options With an Exercise Price of $12.48 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | $ 12.48 | $ 12.48 | $ 12.48 |
Stock Options With an Exercise Price of $12.84 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 12.84 | 12.84 | 12.84 |
Stock Options With an Exercise Price of $26.40 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 26.40 | 26.40 | 26.40 |
Stock Options With an Exercise Price of $4.67 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 4.67 | 4.67 | 4.67 |
Stock Options With an Exercise Price of $4.75 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 4.75 | 4.75 | 4.75 |
Stock Options With an Exercise Price of $5.76 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | 5.76 | 5.76 | 5.76 |
Stock Options With an Exercise Price of $7.16 per Share [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options exercise price per share | $ 7.16 | $ 7.16 | $ 7.16 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share, Unvested Restricted Stock Awards (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded unvested restricted stock awards | 3,117,731 | 916,158 | 1,112,293 |
Unvested Restricted Stock Awards Excluded from EPS [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded unvested restricted stock awards | 45,618 | 276,709 | 249,391 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Reconciliation of Numerators and Denominators used in Computing Basic and Diluted Net Income Per Share (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||||||||||
Net loss | $ (4,771,807) | $ (5,455,229) | $ (4,683,485) | $ (8,230,229) | $ 76,619 | $ (4,085,297) | $ (2,227,499) | $ (3,720,218) | $ (23,140,750) | $ (9,956,395) | $ (14,812,156) |
Numerator, basic and diluted net loss available to stockholders | $ (23,140,750) | $ (9,956,395) | $ (14,812,156) | ||||||||
Shares used in computation – basic: | |||||||||||
Weighted average common shares outstanding | 17,310,915 | 13,296,687 | 10,538,114 | ||||||||
Shares used in computation – diluted: | |||||||||||
Weighted average common shares outstanding | 17,310,915 | 13,296,687 | 10,538,114 | ||||||||
Net loss per share - basic | $ (0.19) | $ (0.28) | $ (0.30) | $ (0.57) | $ 0.02 | $ (0.31) | $ (0.17) | $ (0.29) | $ (1.34) | $ (0.75) | $ (1.41) |
Net loss per share - diluted | $ (0.19) | $ (0.28) | $ (0.30) | $ (0.57) | $ 0.02 | $ (0.31) | $ (0.17) | $ (0.29) | $ (1.34) | $ (0.75) | $ (1.41) |
Concentration of Credit Risk -
Concentration of Credit Risk - Additional Information (Detail) | Dec. 31, 2022 USD ($) |
Risks and Uncertainties [Abstract] | |
Amount of loan outstanding with variable interest rate | $ 0 |
Accounts Receivable And Other_3
Accounts Receivable And Other Related Party, Net - Summary of Accounts Receivable (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, net | $ 7,515 | $ 268,867 |
Related Party [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 7,515 | 268,867 |
Other [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 0 | $ 0 |
Short-Term Notes Receivable R_3
Short-Term Notes Receivable Related Party, Net - Schedule of Short-Term Notes Receivable (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Short-term notes receivable, net | $ 1,576,717 | $ 0 |
Related Party [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Short-term notes receivable, net | 1,576,717 | 0 |
Other [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Short-term notes receivable, net | $ 0 | $ 0 |
Other Current Assets - Summary
Other Current Assets - Summary of Other Current Assets (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 722,025 | $ 732,562 |
Deposits | 225,403 | 44,068 |
Total other current assets | $ 947,428 | $ 776,630 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 8,437,051 | $ 6,064,024 |
Less: Accumulated depreciation | (5,390,559) | (5,584,881) |
Total property and equipment | 3,046,492 | 479,143 |
Computers and Peripherals [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 458,309 | 535,807 |
Furniture and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,002,773 | 1,009,238 |
Marine Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,675,944 | 4,057,870 |
Right to use asset, net [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 300,025 | $ 461,109 |
Investments In Unconsolidated_2
Investments In Unconsolidated Entity - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2022 | Dec. 31, 2012 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||
Investment carrying value | $ 4,404,717 | $ 3,253,950 | ||
Greg Stemm [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment carrying value | 4,404,717 | $ 3,253,950 | ||
Chatham Rock Phosphate, Ltd. [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment carrying value | $ 0 | |||
Deep sea mining exploratory services | $ 1,680,000 | |||
Shares received from CRP | 141,884 | 9,320,348 | ||
Outstanding equity stake in CRP | 1% | |||
Neptune Minerals, Inc. [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 14% | |||
Investment carrying value | $ 0 | |||
Neptune Minerals, Inc. [Member] | Common Class A [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment carrying value | $ 0 | |||
Neptune Minerals, Inc. [Member] | Common Class B Non Voting Shares [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Current investment position in NMI | 3,092,488 | |||
Aggregate number of shares converted | 261,200 | |||
Neptune Minerals, Inc. [Member] | Series A Preferred Non Voting Shares [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Current investment position in NMI | 2,612 | |||
Dorado Ocean Resources, Ltd. [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Loss from unconsolidated entity | $ 21,300,000 |
Loans Payable - Schedule of Con
Loans Payable - Schedule of Consolidated Notes Payable (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 02, 2022 | |
Debt Instrument [Line Items] | ||||
Loans payable | $ 46,743,703 | $ 41,878,777 | ||
MINOSA 1 | ||||
Debt Instrument [Line Items] | ||||
Loans payable | 14,750,001 | 14,750,001 | ||
Interest expense | 1,122,681 | 1,179,998 | $ 1,183,230 | |
MINOSA 2 | ||||
Debt Instrument [Line Items] | ||||
Loans payable | 5,050,000 | 5,050,000 | ||
Interest expense | 562,336 | 504,998 | 506,381 | |
Litigation financing | ||||
Debt Instrument [Line Items] | ||||
Loans payable | 24,347,513 | 18,323,097 | ||
Interest expense | 11,784,672 | 7,354,940 | 3,668,242 | |
EIDL | ||||
Debt Instrument [Line Items] | ||||
Loans payable | 149,900 | 149,900 | ||
Interest expense | 4,014 | 10,102 | 0 | |
Vendor note payable | ||||
Debt Instrument [Line Items] | ||||
Loans payable | 484,009 | 484,009 | ||
Interest expense | 58,080 | 58,083 | 58,240 | |
Monaco | ||||
Debt Instrument [Line Items] | ||||
Loans payable | 0 | 2,500,000 | ||
Interest expense | 222,000 | 0 | 0 | |
Seller note payable | ||||
Debt Instrument [Line Items] | ||||
Loans payable | 1,400,000 | 0 | $ 1,400,000 | |
Interest expense | 20,712 | 0 | 0 | |
D&O Insurance note payable | ||||
Debt Instrument [Line Items] | ||||
Loans payable | 562,280 | 621,770 | ||
Interest expense | 11,971 | 7,545 | 5,608 | |
37North | ||||
Debt Instrument [Line Items] | ||||
Loans payable | 0 | 0 | ||
Interest expense | $ 300,000 | $ 0 | $ 0 |
Loans Payable - MINOSA 1 - Addi
Loans Payable - MINOSA 1 - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Tranches | Dec. 31, 2017 | Mar. 11, 2015 USD ($) | |
MINOSA 2 [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, threshold payment term | 60 days | 60 days | |
Stock Purchase Agreement [Member] | MINOSA 1 [Member] | Oceanica Call Option [Member] | Oceanica Resources S. de. R.L [Member] | |||
Debt Instrument [Line Items] | |||
Share purchase agreement expiration date | Mar. 30, 2016 | ||
Stock granted during period, value | $ 40,000,000 | ||
Stock granted during period, percentage | 54% | ||
Call option expiration date | Mar. 11, 2016 | ||
Stock Purchase Agreement [Member] | MINOSA 1 [Member] | Promissory Note [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 8% | ||
Promissory note outstanding amount | $ 14,750,000 | ||
Debt instrument maturity date | Mar. 18, 2017 | ||
Debt instrument face amount | $ 14,750,000 | ||
Number of advances | Tranches | 5 | ||
Stock Purchase Agreement [Member] | MINOSA 2 [Member] | Promissory Note [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument face amount | $ 14,750,000 |
Loans Payable - MINOSA 2 - Addi
Loans Payable - MINOSA 2 - Additional Information (Detail) | 12 Months Ended | |||||
Jul. 15, 2021 USD ($) | Aug. 10, 2017 USD ($) Days $ / shares | Dec. 31, 2022 USD ($) Cuota Days $ / shares | Dec. 31, 2017 | Mar. 30, 2021 $ / shares | Mar. 11, 2015 USD ($) | |
Debt Instrument [Line Items] | ||||||
Number of trading days | Days | 20 | |||||
Minosa Purchase Agreement [Member] | Loans Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt , maximum borrowing capacity | $ 3,000,000 | |||||
Amount of loan outstanding | 2,700,000 | |||||
Epsilon Acquisitions, LLC [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price of Notes | $ / shares | $ 3.52 | |||||
Epsilon Acquisitions, LLC [Member] | Notes Payable, Other Payables [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion amount | $ 2,000,000 | |||||
Pledged units of ownership | Cuota | 54,000,000 | |||||
MINOSA 2 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, threshold payment term | 60 days | 60 days | ||||
Debt Instrument, acceleration clause description | The obligations under the Minosa Note may be accelerated upon the occurrence of specified events of default including (a) our failure to pay any amount payable under the Minosa Note on the date due and payable; (b) our failure to perform or observe any term, covenant, or agreement in the Minosa Note or the related documents, subject to a five-day cure period; (c) the occurrence and expiration of all applicable grace periods, if any, of an event of default or material breach by us under any of the other loan documents; (d) the termination of the SPA; (e) commencement of certain specified dissolution, liquidation, insolvency, bankruptcy, reorganization, or similar cases or actions by or against us, in specified circumstances unless dismissed or stayed within 60 days; (f) the entry of a judgment or award against us in excess of $100,000; and (g) the occurrence of a change in control (as defined in the Minosa Note). | |||||
Judgment amount for acceleration of indebtedness | $ 100,000 | |||||
Minimum aggregate offering price | $ 3,000,000 | |||||
Debt, interest expense | $ 159,082 | |||||
Long-Term Debt | $ 404,633 | |||||
MINOSA 2 [Member] | Stock Purchase Agreement [Member] | Promissory Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate amount issuable | $ 14,750,000 | |||||
MINOSA 2 [Member] | Loans Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 10% | |||||
Debt instrument, threshold payment term | 60 days | |||||
Number of trading days | Days | 75 | |||||
Conversion price of Notes | $ / shares | $ 4.35 | $ 4.35 |
Loans Payable - MINOSA 1 and MI
Loans Payable - MINOSA 1 and MINOSA 2 -Additional Information (Details) - Subsequent Event [Member] - USD ($) | Mar. 06, 2023 | Mar. 03, 2023 |
Unsecured Convertible Promissory Note [Member] | Mr. Pignatelli [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument face amount | $ 500,000 | |
Conversion price of Notes | $ 3.78 | |
Interest rate, stated percentage | 10% | |
Termination Agreement [Member] | MINOSA [Member] | ||
Debt Instrument [Line Items] | ||
Common stock issued for conversion and settlement of convertible debt and accounts payable , Shares | 304,879 | |
AHMSA [Member] | Termination Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Termination payment | $ 9,000,000 | |
Termination agreement date | Mar. 06, 2023 | |
MINOSA 2 [Member] | Unsecured Convertible Promissory Note [Member] | Mr. Pignatelli [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument face amount | $ 404,634 | |
Conversion price of Notes | $ 4.35 | |
Aggregate accrued interest | $ 630,231 |
Loans Payable - Litigation Fina
Loans Payable - Litigation Financing Note - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 06, 2023 | Jun. 14, 2021 | Dec. 12, 2020 | Jun. 14, 2019 | Jan. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loans payable | $ 46,743,703 | $ 41,878,777 | ||||||
Amount receivable related to a loss contingency | 25,011,049 | 18,472,997 | ||||||
Litigation Financing [Member] | ||||||||
Debt discount amount | 353,996 | 649,928 | ||||||
Loans payable | 24,347,513 | 18,323,097 | ||||||
Litigation Financing [Member] | Loans Payable [Member] | ||||||||
Debt discount amount | 146,897 | 293,793 | ||||||
Loans payable | 24,347,513 | 18,323,097 | ||||||
Amount receivable related to a loss contingency | 24,848,406 | 19,266,818 | ||||||
Amended and Restated International Claims Enforcement Agreement [Member] | ||||||||
Litigation Settlement Loans Payable | $ 2,200,000 | |||||||
Litigation Settlement Loans Payable Transaction Costs | $ 200,000 | |||||||
Common stock and warrants sold | 3.99 | |||||||
Second Amended and Restated International Claims Enforcement Agreement [Member] | ||||||||
Claims Payment Maximum Amount | $ 20,000,000 | |||||||
Litigation Settlement Loans Payable Transaction Costs | 200,000 | $ 80,000 | ||||||
Third Amended And Restated International Claims Enforcement Agreement [Member] | ||||||||
Claims Payment Maximum Amount | $ 25,000,000 | |||||||
IncreaseDecreaseInClaimsAmountAgreedToBeFinancedInConnectionWithLitigationToBeSettled | $ 5,000,000 | |||||||
ClaimsAmountAgreedToBeFinancedInConnectionWithLitigationToBeSettledDescription | The Third Restated Agreement requires the Claimholder to request $2.5 million of the Incremental Amount (the "First $2.5 Million"). Within 15 days after exhaustion of the First $2.5 Million, the Claimholder may either (a) request the remaining $2.5 million (the "Second $2.5 Million") of the Incremental Amount or (b) notify the Funder that the Claimholder has decided to self-fund the Second $2.5 Million. | |||||||
Waiver Agreement [Member] | Subsequent Event [Member] | ||||||||
Nonrefundable fee | $ 1,000,000 | |||||||
Waiver Agreement [Member] | Litigation Financing [Member] | Subsequent Event [Member] | ||||||||
Claims Payment Maximum Amount | 5,000,000 | |||||||
Nonrefundable fee | 1,000,000 | |||||||
Waiver Agreement [Member] | Maximum [Member] | Litigation Financing [Member] | Subsequent Event [Member] | ||||||||
Claims Payment Maximum Amount | $ 5,000,000 | |||||||
Phase Three [Member] | Second Amended and Restated International Claims Enforcement Agreement [Member] | ||||||||
Claims Payment Maximum Amount | $ 10,000,000 | |||||||
Pending Litigation [Member] | Phase One [Member] | Proceeds One [Member] | ||||||||
Description of conditions for distribution of proceeds to the claimholder and funder | first, 100.0% to the Funder, until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder under Phase I; | |||||||
Pending Litigation [Member] | Phase One [Member] | Proceeds Two [Member] | ||||||||
Description of conditions for distribution of proceeds to the claimholder and funder | second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an IRR of 20% of Claims Payments paid by the Funder under Phase I ("Phase I Compensation"), per annum; and | |||||||
Pending Litigation [Member] | Phase One [Member] | Proceeds Three [Member] | ||||||||
Description of conditions for distribution of proceeds to the claimholder and funder | thereafter, 100.0% to the Claimholder. | |||||||
Pending Litigation [Member] | Phase Two [Member] | Proceeds One [Member] | ||||||||
Description of conditions for distribution of proceeds to the claimholder and funder | first, 100.0% to the Funder until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder under Phases I and II; | |||||||
Pending Litigation [Member] | Phase Two [Member] | Proceeds Two [Member] | ||||||||
Description of conditions for distribution of proceeds to the claimholder and funder | second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an additional 300.0% of Phase I Investment Amount; plus an additional 300% of the Tranche A Committed Amount (i.e. 300.0% of $3.5 million), less any amounts remaining of the Tranche A Committed Amount that the Funder did not pay as Claims Payments; plus an additional 300.0% of the Tranche B Committed Amount (i.e. 300.0% of $1.5 million), if the Claimholder exercises the Tranche B funding option, less any amounts remaining of the Tranche B Committed Amount that the Funder did not pay as Claims Payments; | |||||||
Pending Litigation [Member] | Phase Two [Member] | Proceeds Three [Member] | ||||||||
Description of conditions for distribution of proceeds to the claimholder and funder | third, for each $10,000 in specified fees and expenses paid by the Funder under Phase I and Phase II and any amounts over each $10,000 of the Tranche A Committed Amount and the Tranche B Committed Amount (if the Claimholder exercises the Tranche B funding option), 0.01% of the total Proceeds from any recoveries after repayment of (i) and (ii) above, to the Funder; and | |||||||
Pending Litigation [Member] | Phase Two [Member] | Proceeds Four [Member] | ||||||||
Description of conditions for distribution of proceeds to the claimholder and funder | thereafter, 100% to the Claimholder. | |||||||
Poplar Falls LLC [Member] | Maximum [Member] | ||||||||
Common stock and warrants sold | 551,378 | |||||||
Poplar Falls LLC [Member] | Pending Litigation [Member] | ||||||||
Claims Payment Maximum Amount | $ 6,500,000 | |||||||
Proceeds from advance | $ 2,000,000 | |||||||
Payments of Financing Costs | 200,000 | |||||||
Debt discount amount | 1,063,811 | |||||||
Amortization of Debt Discount | $ 295,932 | 241,034 | 172,849 | |||||
Interest from the fee amortization | $ 146,896 | $ 133,993 | $ 52,214 | |||||
Poplar Falls LLC [Member] | Pending Litigation [Member] | Phase One [Member] | ||||||||
Claims Payment Maximum Amount | 1,500,000 | |||||||
Cost Of Funding The Claims For Litigation | 80,000 | |||||||
Poplar Falls LLC [Member] | Pending Litigation [Member] | Phase Two [Member] | ||||||||
Claims Payment Maximum Amount | 5,000,000 | |||||||
Cost Of Funding The Claims For Litigation | 80,000 | |||||||
Poplar Falls LLC [Member] | Pending Litigation [Member] | Phase Two [Member] | Tranch A [Member] | ||||||||
Claims amount option to request | 3,500,000 | |||||||
Poplar Falls LLC [Member] | Pending Litigation [Member] | Phase Two [Member] | Tranch B [Member] | ||||||||
Claims amount option to request | $ 1,500,000 |
Loans Payable - Emergency Injur
Loans Payable - Emergency Injury Disaster Loan - Additional Information (Detail) - Emergency Injury Disaster Loan [Member] | Jun. 26, 2020 USD ($) |
Debt instrument face amount | $ 149,900 |
Debt instrument interest rate | 3.75% |
Debt instrument periodic payment | $ 731 |
Debt instrument maturity period | 30 years |
Loans Payable - Vendor Note Pay
Loans Payable - Vendor Note Payable - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Jun. 30, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Trade payable, interest bearing interest rate | 12% | |||
Trade payable in accounts payable | $ 484,009 | |||
Collateral asset carrying value | 0 | |||
Proceeds from sale of marine equipment | 0 | $ 342,125 | $ 0 | |
Magellan Offshore Services Ltd [Member] | Minimum [Member] | ||||
Contingent liability | $ 300,000 | |||
Magellan Offshore Services Ltd [Member] | Marine Equipment [Member] | ||||
Proceeds from sale of marine equipment | $ 1,000,000 | |||
Contingent liability | $ 500,000 | |||
Collateral Agreement [Member] | ||||
Debt instrument maturity date | Aug. 31, 2018 |
Loans Payable - Monaco - Additi
Loans Payable - Monaco - Additional Information (Detail) - USD ($) | 12 Months Ended | |||||
Jun. 30, 2022 | Oct. 14, 2021 | Oct. 04, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loans Payable, Noncurrent | $ 25,011,049 | $ 18,472,997 | ||||
Gain (loss) on debt extinguishment | 0 | $ 374,835 | $ (777,484) | |||
Repayments of notes payable | 2,200,000 | |||||
Termination And Settlement Agreement [Member] | ||||||
Debt instrument, number of shares | 6,500,000 | |||||
Debt Conversion, Converted Instrument, Amount | $ 500,000 | $ 2,500,000 | ||||
Debt Instrument, Convertible, Conversion Price | $ 6.60 | |||||
Debt Conversion, Original Debt, Amount | $ 6,500,000 | |||||
Debt conversion into equity | 500,000 | |||||
Debt Instrument, Face Amount | 14,500,000 | |||||
Extinguishment of debt principle,accrued interest and accounts payable | $ 8,574,366 | |||||
Termination And Settlement Agreement [Member] | Additional Paid-in Capital [Member] | ||||||
BCF amount recorded | $ 232,175 | |||||
Termination Agreement [Member] | ||||||
Gain (loss) on debt extinguishment | 5,200,000 | |||||
Extinguishment of debt principle,accrued interest and accounts payable | 14,700,000 | |||||
Payment of debt extinguishment amount | $ 9,500,000 | |||||
Repayments of notes payable | $ 2,500,000 | |||||
Not Later Than December One Two Thousand Twenty One. [Member] | ||||||
Debt instrument, number of shares | 984,848 | |||||
Debt Conversion, Converted Instrument, Amount | $ 3,000,000 |
Loans Payable - Seller Note Pay
Loans Payable - Seller Note Payable - Additional Information (Detail) - USD ($) | Dec. 02, 2022 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Loans payable | $ 46,743,703 | $ 41,878,777 | |
Seller note payable | |||
Debt Instrument [Line Items] | |||
Comanche ROV related tooling items and spares | $ 2,500,000 | ||
Payment on acquisition of assets | 1,100,000 | ||
Loans payable | $ 1,400,000 | $ 1,400,000 | $ 0 |
Debt instrument interest rate | 20% | ||
Debt instrument maturity date | Jun. 05, 2024 |
Loans Payable - D&O Insurance N
Loans Payable - D&O Insurance Note Payable - Additional Information (Detail) - D&O Insurance note payable | Nov. 01, 2022 | Dec. 01, 2021 |
Debt Instrument [Line Items] | ||
Debt instrument interest rate | 4.95% | 2% |
Debt instrument maturity date | Oct. 31, 2023 | Nov. 30, 2022 |
Loans Payable - 37 North - Addi
Loans Payable - 37 North - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jun. 29, 2022 | Jun. 06, 2022 | Aug. 14, 2022 | Aug. 01, 2022 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Conversion, Description | Anytime from 30 days after the maturity date, 37N had the option to convert all or a portion of the outstanding amount of the indebtedness into conversion shares equal to the quotient obtained by dividing (A) 125% of the amount of the indebtedness, by (B) the lower of $5.94 and 70% of the 10-day VWAP. | ||||||
Shares Outstanding Post Conversion | % | 19.90% | ||||||
Percentage of outstanding voting securities | 19.90% | ||||||
Percentage of payment of unpaid principal amount | 125% | 115% | 110% | ||||
Debt Instrument, maturity date, Description | Anytime, after the 30th day after the maturity date (July 25, 2022), we were permitted to prepay all (but not less than) an amount equal to 125% of the unpaid amount of the indebtedness | From the maturity date to 29 days after the maturity date (July 24, 2022), we were permitted to prepay all (but not less than) an amount equal to 115% of the unpaid amount of the indebtedness. | |||||
Prepayment notice prior to repayment, Period | 10 days | ||||||
Exercise notice period | 10 days | ||||||
Percentage of number of shares issued after exercise notice | 19.90% | ||||||
Percentage of payment of unpaid principal amount after exercise notice | 130% | ||||||
Repayments of notes payable | $ 2,200,000 | ||||||
Amount receivable related to a loss contingency | 25,011,049 | $ 18,472,997 | |||||
Note One To Note Thirteen [Member] | |||||||
Accrued interest on debt | $ 35,131,587 | $ 21,875,753 | |||||
Note Purchase Agreement [Member] | |||||||
Repayments of notes payable | $ 2,200,000 | $ 100,000 | |||||
Note Purchase Agreement [Member] | Convertible Debt [Member] | |||||||
Aggregate amount issuable | $ 2,000,000 |
Loans Payable - Accounting Cons
Loans Payable - Accounting Considerations - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Debt Disclosure [Abstract] | |
Repayments of notes payable | $ 2.2 |
Percentage of face value of note | 110% |
Loans Payable - Galileo - Addit
Loans Payable - Galileo - Additional Information (Details) - Galileo [Member] - Promissory Note [Member] - Subsequent Event [Member] | Feb. 28, 2023 USD ($) |
Debt Instrument [Line Items] | |
Debt instrument face amount | $ 300,000 |
Debt instrument interest rate | 11% |
Debt instrument, payable date | Apr. 01, 2023 |
Loans Payable - DP SPCI LLC - A
Loans Payable - DP SPCI LLC - Additional Information - (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 06, 2023 | Jul. 10, 2022 | Jun. 10, 2022 | Aug. 21, 2020 |
Debt Instrument [Line Items] | ||||
Class of warrant or right, Number of securities called by warrants or rights | 4,939,515 | 4,939,515 | 1,901,985 | |
Exercise Price | $ 3.35 | $ 4.75 | ||
Purchase Agreement [Member] | Subsequent Event [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 11% | |||
Outstanding principal percentage | 120% | |||
Exercise Price | $ 3.78 | |||
Closing Price | 120 | |||
Maximum [Member] | Purchase Agreement [Member] | Subsequent Event [Member] | ||||
Debt Instrument [Line Items] | ||||
Class of warrant or right, Number of securities called by warrants or rights | 3,703,704 | |||
Maximum [Member] | Purchase Agreement [Member] | Promissory Note [Member] | Subsequent Event [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face amount | $ 14 |
Accrued Expenses - Components o
Accrued Expenses - Components of Accrued Expenses (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Compensation and incentives | $ 354,187 | $ 1,655,761 |
Professional services | 470,546 | 1,475,522 |
Deposit | 657,331 | 450,000 |
Interest | 35,131,587 | 21,875,753 |
Accrued exploration license fees | 3,867,553 | 1,765,301 |
Total accrued expenses | $ 40,481,204 | $ 27,222,337 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Earnest Money Deposit | $ 657,331 | $ 450,000 |
CIC [Member] | ||
Earnest Money Deposit | $ 450,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 13, 2022 | Jul. 15, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Accrued interest receivable | $ 61,009 | $ 0 | $ 0 | ||
Note 6 - MINOSA 2 [Member] | |||||
Related Party Transaction [Line Items] | |||||
Long-term Debt | $ 404,633 | ||||
Debt, interest expense | $ 159,082 | ||||
Note 6 - MINOSA 2 [Member] | Loans Payable [Member] | |||||
Related Party Transaction [Line Items] | |||||
Conversion price of Notes | $ 4.35 | ||||
Deep Sea Mineral Company, CIC, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Value of the equipment purchased | $ 207,330 | ||||
Reimbursement of the equipment purchased | 136,860 | ||||
Back Office Technical and Support Services [Member] | Deep Sea Mineral Company, CIC, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 1,334,702 | $ 921,238 | $ 2,038,332 | ||
Loan Agreement [Member] | Deep Sea Mineral Company, CIC, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Convertible notes payable | 1,350,000 | ||||
Interest rate, stated percentage | 18% | ||||
Debt default interest rate | 3% | ||||
Carrying value of note receivable | 1,061,009 | ||||
Accrued interest receivable | 61,009 | ||||
Advance amount paid | $ 1,000,000 | ||||
Debt discount amount | $ 350,000 | 288,991 | |||
Accrued interest receivable | 12,649 | ||||
Services Agreement [Member] | Deep Sea Mineral Company, CIC, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Interest rate, stated percentage | 1.50% | ||||
Carrying value of note receivable | $ 503,059 | ||||
Debt instrument maturity date | Apr. 30, 2023 | ||||
OMEX Deep Sea Mineral Company [Member] | |||||
Related Party Transaction [Line Items] | |||||
Equity Method Investment Ownership Interest | 11.50% | ||||
Class B [Member] | Loan Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Conversion price of Notes | $ 1 | ||||
Class A [Member] | Loan Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Conversion price of Notes | $ 1 | ||||
Maximum [Member] | Services Agreement [Member] | Deep Sea Mineral Company, CIC, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | $ 600,000 |
Deferred Income and Revenue P_2
Deferred Income and Revenue Participation Rights - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) $ / Security shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | $ 0 | $ 3,818,750 | $ 0 |
"Seattle" Project [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Percentage of revenue owed to certificate holder per each million invested | 1% | ||
Common shares issued per unit | shares | 100,000 | ||
Galt Resources, LLC [Member] | HMS Victory Project [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | $ 3,756,250 | ||
Revenue Participation Certificates [Member] | "Seattle" Project [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Revenue participation certificates per unit value | $ / Security | 50,000 | ||
Deferred revenue | $ 62,500 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Additional Information (Detail) | 12 Months Ended | |||||||||||||
Dec. 09, 2022 shares | Dec. 08, 2022 shares | Jul. 10, 2022 USD ($) $ / shares shares | Jun. 10, 2022 USD ($) shares | Aug. 21, 2020 USD ($) $ / shares shares | Aug. 14, 2020 $ / shares shares | Aug. 31, 2019 $ / shares | Jul. 09, 2019 | Jul. 08, 2019 $ / shares shares | Jun. 09, 2015 USD ($) shares | Dec. 31, 2022 USD ($) IncentivePlan Days $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Mar. 26, 2019 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.35 | $ 4.75 | ||||||||||||
Number of trading days | Days | 20 | |||||||||||||
Number of stock incentive plans | IncentivePlan | 3 | |||||||||||||
Stock incentive plan expiration date | Aug. 31, 2015 | |||||||||||||
Share-based compensation expense | $ | $ 1,811,551 | $ 1,250,585 | $ 420,648 | |||||||||||
Number of stock options granted | 621,348 | 0 | 0 | |||||||||||
Aggregate intrinsic values of options exercisable | $ | $ 127,605 | $ 55,392 | $ 98,129 | |||||||||||
Aggregate intrinsic values of options outstanding | $ | 202,587 | 55,392 | 98,129 | |||||||||||
Aggregate intrinsic values of options exercised | $ | 0 | 0 | 0 | |||||||||||
Unrecognized compensation cost related to unvested | $ | $ 628,767 | |||||||||||||
Unrecognized compensation cost related to unvested expected remaining | 2 years 21 days | |||||||||||||
Total fair value of shares vested | $ | $ 1,412,087 | 0 | 0 | |||||||||||
Number of warrants | 8,392,466 | |||||||||||||
Class of warrant or right, Number of securities called by warrants or rights | 4,939,515 | 4,939,515 | 1,901,985 | |||||||||||
Sale of stock, Number of shares issued in transaction | 4,939,515 | 4,939,515 | 2,553,314 | |||||||||||
Offering costs paid on sale of common stock | $ | $ 1,800,000 | $ 1,800,000 | $ 300,000 | |||||||||||
Warrants, expiration beginning date | Dec. 10, 2022 | |||||||||||||
Warrants, expiration date | Jun. 10, 2027 | |||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 16,512,375 | 0 | 11,315,000 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0.6 | |||||||||||||
Purchase price of warrant | $ / shares | $ 3.35 | $ 4.543 | ||||||||||||
Offering Fee Included in Offering Expenses | $ | $ 200,000 | |||||||||||||
Gain on Cuota Appreciation Rights extinguishment | $ | $ 315,235 | $ 0 | $ 0 | |||||||||||
Employee | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of stock options granted | 604,243 | |||||||||||||
Employees or Outside Directors | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of stock options granted | 0 | 0 | ||||||||||||
Third Party Consultant | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of stock options granted | 17,105 | 0 | 0 | |||||||||||
Poplar Falls LLC [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.99 | |||||||||||||
Note And Warrant Purchase Agreement [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.67 | $ 12 | ||||||||||||
Number of warrants | 65,625 | |||||||||||||
Class of warrant or right, Number of securities called by warrants or rights | 131,996 | |||||||||||||
Warrants, expiration date | Aug. 14, 2023 | Jul. 21, 2021 | Jul. 12, 2024 | |||||||||||
Note And Warrant Purchase Agreement [Member] | Second Amendment Agreement [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.756 | |||||||||||||
Class of warrant or right, Number of securities called by warrants or rights | 196,135 | |||||||||||||
2015 Stock Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award authorized by board | 450,000 | |||||||||||||
Minimum [Member] | Series AA-2 Convertible Preferred Stock [Member] | Penelope Mining LLC [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Closing price of common stock | $ / shares | $ 15.12 | |||||||||||||
Maximum [Member] | Poplar Falls LLC [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common stock and warrants sold | 551,378 | |||||||||||||
Incentive Stock Options [Member] | 2015 Stock Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award authorized by board | 450,000 | |||||||||||||
Additional shares authorized for stock-based compensation | 200,000 | |||||||||||||
Incentive Stock Options [Member] | 2019 Stock Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award authorized by board | 1,600,000 | |||||||||||||
Additional shares authorized for stock-based compensation | 2,400,000 | |||||||||||||
Unvested Restricted Stock Awards Excluded from EPS [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Fair value of restricted stock, awards vested | $ | $ 2,310,598 | $ 1,213,525 | $ 653,653 | |||||||||||
Fair value of unvested restricted stock awards | $ | $ 176,998 | $ 1,438,887 | $ 1,770,676 | |||||||||||
Weighted-average grant date fair value of restricted stock awards | $ / shares | $ 3.27 | $ 7.05 | $ 4 | |||||||||||
Weighted-average remaining contractual term | 2 years 3 months 18 days | 1 year 1 month 6 days | 2 years | |||||||||||
Total unrecognized compensation cost related to unvested restricted stock awards | $ | $ 203,481 | |||||||||||||
Cuota Appreciation Rights [Member] | Key Employee Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Vested and Outstanding | 385,580 | |||||||||||||
Cuota Appreciation Rights [Member] | Non Employee Director Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Vested and Outstanding | 292,663 | |||||||||||||
Cuota Appreciation Rights [Member] | Carrying Value [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Value of cuotas of Oceanica | $ / shares | $ 3 | |||||||||||||
Cuota Appreciation Rights [Member] | Fair Value [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Value of cuotas of Oceanica | $ / shares | $ 1 | |||||||||||||
Cuota Appreciation Rights [Member] | Maximum [Member] | Key Employee Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award authorized by board | 750,000 | |||||||||||||
Cuota Appreciation Rights [Member] | Maximum [Member] | Director Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award authorized by board | 600,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Class of warrant or right, Number of securities called by warrants or rights | 56,228 | |||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 14,700,000 | $ 11,200,000 | ||||||||||||
Common Stock [Member] | Incentive Stock Options [Member] | 2015 Stock Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Exercise price of incentive option granted | With respect to each grant of an ISO to a participant who is not a ten percent stockholder, the exercise price shall not be less than the fair market value of a share on the date the ISO is granted. With respect to each grant of an ISO to a participant who is a ten percent stockholder, the exercise price shall not be less than one hundred ten percent (110%) of the fair market value of a share on the date the ISO is granted. | |||||||||||||
Maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year | 83,333 | |||||||||||||
Maximum aggregate amount of cash that may be paid in cash to any person during any calendar year | $ | $ 2,000,000 | |||||||||||||
Common Stock [Member] | Incentive Stock Options [Member] | Minimum [Member] | 2015 Stock Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Eligible employee threshold percentage | 10% | |||||||||||||
Purchase price of common stock percentage | (110.00%) |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Summary of Options Valued in Estimated on Date of Grant Using Black-Scholes Option-Pricing Model with Following Assumptions Used for Grants Issued (Details) - $ / shares | Dec. 09, 2022 | Dec. 08, 2022 |
Employee | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk free interest rate | 3.75% | |
Expected life | 5 years | |
Expected volatility | 83.56% | |
Grant-date fair value | $ 2.45 | |
Third Party Consultant | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk free interest rate | 3.71% | |
Expected life | 5 years | |
Expected volatility | 83.53% | |
Grant-date fair value | $ 2.34 |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - Summary of Preferred Stock Allocated to Investors (Detail) - Penelope Mining LLC [Member] | Dec. 31, 2022 USD ($) $ / shares shares |
Preferred Stock [Line Items] | |
Shares | shares | 15,650,149 |
Total Investment | $ | $ 144,462,918 |
Series AA-1 Convertible Preferred Stock [Member] | |
Preferred Stock [Line Items] | |
Shares | shares | 8,427,004 |
Price Per Share | $ / shares | $ 12 |
Total Investment | $ | $ 101,124,048 |
Series AA-2 Convertible Preferred Stock [Member] | |
Preferred Stock [Line Items] | |
Shares | shares | 7,223,145 |
Price Per Share | $ / shares | $ 6 |
Total Investment | $ | $ 43,338,870 |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) - Summary of Stock Option Activity (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Number of Shares, Outstanding, Beginning | 238,651 | 238,651 | 238,651 |
Number of Shares, Granted | 621,348 | 0 | 0 |
Number of Shares, Exercised | 0 | 0 | 0 |
Number of Shares, Cancelled | 0 | 0 | 0 |
Number of Shares, Outstanding, Ending | 859,999 | 238,651 | 238,651 |
Number of Shares, Options exercisable | 602,591 | 238,651 | 238,651 |
Weighted Average Exercise Price Outstanding, Beginning | $ 15.95 | $ 15.95 | $ 15.95 |
Weighted Average Exercise Price, Granted | 3.60 | 0 | 0 |
Weighted Average Exercise Price, Exercised | 0 | 0 | 0 |
Weighted Average Exercise Price, Cancelled | 0 | 0 | 0 |
Weighted Average Exercise Price, Outstanding, Ending | 7.02 | 15.95 | 15.95 |
Weighted Average Exercise Price, Options exercisable | $ 8.49 | $ 15.95 | $ 15.95 |
Weighted Average Life , Outstanding, Ending | 4 years 29 days | ||
Weighted Average Life , Options exercisable | 3 years 8 months 15 days | 4 years 9 months 25 days | 3 years 9 months 25 days |
Stockholders' Equity (Deficit_6
Stockholders' Equity (Deficit) - Stock Options Outstanding (Detail) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of Shares Outstanding | shares | 859,999 |
Weighted Average Remaining Contractual Life in Years | 4 years 29 days |
Weighted Average Exercise Price | $ 7.02 |
Range One [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices (Minimum) | 26.40 |
Range of Exercise Prices (Maximum) | $ 26.40 |
Number of Shares Outstanding | shares | 75,158 |
Weighted Average Remaining Contractual Life in Years | 1 year |
Weighted Average Exercise Price | $ 26.40 |
Range Two [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices (Minimum) | 12.48 |
Range of Exercise Prices (Maximum) | $ 12.84 |
Number of Shares Outstanding | shares | 141,000 |
Weighted Average Remaining Contractual Life in Years | 2 years |
Weighted Average Exercise Price | $ 12.49 |
Range Three [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices (Minimum) | 2.02 |
Range of Exercise Prices (Maximum) | $ 3.60 |
Number of Shares Outstanding | shares | 643,841 |
Weighted Average Remaining Contractual Life in Years | 4 years 10 months 24 days |
Weighted Average Exercise Price | $ 3.57 |
Stockholders' Equity (Deficit_7
Stockholders' Equity (Deficit) - Estimated Fair Value of Restricted Stock Award (Detail) - Unvested Restricted Stock Awards Excluded from EPS [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Unvested, Beginning Balance | 276,709 | ||
Number of Shares, Granted | 88,328 | ||
Number of Shares, Vested | (274,312) | ||
Number of Shares, Cancelled | (45,107) | ||
Number of Shares Unvested, Ending Balance | 45,618 | 276,709 | |
Weighted Average Grant Date Fair Value Unvested, Beginning Balance | $ 6.54 | ||
Weighted Average Grant Date Fair Value, Granted | 3.27 | $ 7.05 | $ 4 |
Weighted Average Grant Date Fair Value, Vested | 5.17 | ||
Weighted Average Grant Date Fair Value, Cancelled | 10.59 | ||
Weighted Average Grant Date Fair Value Unvested, Ending Balance | $ 4.46 | $ 6.54 |
Stockholders' Equity (Deficit_8
Stockholders' Equity (Deficit) - Summary of Common Stock Warrants Outstanding (Detail) - $ / shares | 12 Months Ended | ||
Jul. 10, 2022 | Dec. 31, 2022 | Aug. 21, 2020 | |
Class of Warrant or Right [Line Items] | |||
Common Stock Warrants | 8,392,466 | ||
Exercise Price | $ 3.35 | $ 4.75 | |
Termination Date | Jun. 10, 2027 | ||
Class of Warrant One [Member] | |||
Class of Warrant or Right [Line Items] | |||
Common Stock Warrants | 196,135 | ||
Exercise Price | $ 5.76 | ||
Termination Date | Jul. 08, 2024 | ||
Class of Warrant Two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Common Stock Warrants | 700,000 | ||
Exercise Price | $ 7.16 | ||
Termination Date | Nov. 02, 2023 | ||
Class of Warrant Three [Member] | |||
Class of Warrant or Right [Line Items] | |||
Common Stock Warrants | 551,378 | ||
Exercise Price | $ 3.99 | ||
Class of Warrant Four [Member] | |||
Class of Warrant or Right [Line Items] | |||
Common Stock Warrants | 131,816 | ||
Exercise Price | $ 4.67 | ||
Termination Date | Aug. 14, 2023 | ||
Class of Warrant Five [Member] | |||
Class of Warrant or Right [Line Items] | |||
Common Stock Warrants | 1,873,622 | ||
Exercise Price | $ 4.75 | ||
Termination Date | Feb. 25, 2024 | ||
Class of Warrant Six [Member] | |||
Class of Warrant or Right [Line Items] | |||
Common Stock Warrants | 4,939,515 | ||
Exercise Price | $ 3.35 | ||
Termination Date | Dec. 10, 2027 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Line Items] | ||
Net deferred tax asset | $ 0 | $ 0 |
Federal [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards subject to expiration | $ 230,000,000 | |
Net operating loss carryforwards expiration year | 2025 | |
Net operating loss carryforwards expiration year | 2035 | |
Net operating loss carryforwards, indefinitely | $ 55,000,000 | |
Foreign [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards subject to expiration | 83,500,000 | |
2025 Through 2027 [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards subject to expiration | 47,000,000 | |
2028 Through 2037 [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards subject to expiration | $ 128,000,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision for Income Tax (Benefits) are Attributable to Continuing Operations (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 0 | 0 | 0 |
Total | 0 | 0 | 0 |
Deferred | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Total | $ 0 | $ 0 | $ 0 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss and tax credit carryforwards | $ 83,383,006 | $ 72,201,754 |
Capital loss carryforward | 5,514 | |
Accrued expenses | 363,149 | |
Start-up costs | 6,033 | 5,664 |
Excess of book over tax depreciation | 240,231 | 259,667 |
Stock option and restricted stock award expense | 1,806,546 | 1,429,488 |
Debt Extinguishment | 61,945 | 58,161 |
Less: valuation allowance | (85,268,067) | (74,138,667) |
Deferred tax assets | 229,694 | 184,730 |
Deferred tax liability: | ||
Property and equipment basis | 50,174 | 10,434 |
Prepaid expenses | 179,520 | 174,296 |
Deferred tax liabilities | 229,694 | 184,730 |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Change in Valuation Allowance (Detail) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance | $ 74,138,667 |
Change in valuation allowance | 11,129,400 |
Valuation allowance | $ 85,268,067 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) Before Income Taxes (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Expected (benefit) | $ (6,485,498) | $ (3,386,834) | $ (4,429,419) |
Effects of: | |||
State income taxes net of federal benefits | (1,698,583) | (570,116) | (940,302) |
Nondeductible expense | 78,422 | (56,839) | 150,238 |
Subpart F Income | 33,040 | 735,229 | 345,006 |
Debt Extinguishment | 0 | 91,266 | |
Funder Loan Proceeds | 0 | 2,482,252 | |
Change in valuation allowance | 11,480,322 | 6,229,371 | 4,815,784 |
Foreign Rate Differential | (3,407,703) | (2,950,811) | (2,514,825) |
Income tax provision (benefit) | $ 0 | $ 0 | $ 0 |
Major Customers - Additional In
Major Customers - Additional Information (Detail) - Customer Concentration Risk [Member] - Customer | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items] | ||
Number of customers | 1 | 1 |
Sales Revenue, Net [Member] | 1 Customer [Member] | ||
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items] | ||
Customers accounted from total revenue | 100% | 100% |
Commitments and Contingencies -
Commitments and Contingencies - Lease payment obligations (Detail) | Dec. 31, 2022 USD ($) |
Total | $ 1,443,421 |
FLORIDA | |
2023 | 53,382 |
2024 | 40,930 |
Total | 94,312 |
Non-cancellable | |
2023 | 156,524 |
2024 | 92,884 |
Total | $ 249,408 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jul. 10, 2022 | Jun. 10, 2022 | Aug. 21, 2020 | Mar. 31, 2016 | Sep. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Commitments [Line Items] | ||||||||
Cash and cash equivalents | $ 1,443,421 | |||||||
Working capital deficit | 60,700,000 | |||||||
Total assets | 13,281,836 | $ 8,908,887 | ||||||
Cash Lease Obligation | $ 1,443,421 | |||||||
Annual increases of base rent | 3% | |||||||
Sale of stock, Number of shares issued in transaction | 4,939,515 | 4,939,515 | 2,553,314 | |||||
Class of warrant or right, Number of securities called by warrants or rights | 4,939,515 | 4,939,515 | 1,901,985 | |||||
Offering costs paid on sale of common stock | $ 1,800,000 | $ 1,800,000 | $ 300,000 | |||||
Net proceeds received from sale of stock | $ 16,512,375 | 0 | $ 11,315,000 | |||||
Lease rent expense | 218,000 | $ 216,000 | $ 194,000 | |||||
Common Stock [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Net proceeds received from sale of stock | $ 14,700,000 | |||||||
Building [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Lease Obligation | $ 590,612 | |||||||
Rate Of Discount Used | 10% | |||||||
Right Of Use Asset | $ 590,612 | |||||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property Plant And Equipment Subject to Operating Leases | |||||||
Corporate Office Space [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Lease Obligation | $ 229,657 | |||||||
Tenure Of Lease Agreement | 5 years | |||||||
Right Of Use Asset | $ 218,098 | |||||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property Plant And Equipment Subject to Operating Leases | |||||||
Marine Operations [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Lease Obligation | $ 86,138 | |||||||
Right Of Use Asset | $ 81,927 | |||||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property Plant And Equipment Subject to Operating Leases | |||||||
FLORIDA | ||||||||
Other Commitments [Line Items] | ||||||||
Effective Date Of Operating Lease Agreement | Oct. 01, 2019 | |||||||
Cash Lease Obligation | $ 94,312 | |||||||
Lease Obligation | $ 202,424 | |||||||
Rate Of Discount Used | 10% | |||||||
Tenure Of Lease Agreement | 5 years | |||||||
Right Of Use Asset | $ 202,424 | |||||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property Plant And Equipment Subject to Operating Leases | |||||||
Maximum [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Consultants contingent success fees | $ 700,000 | |||||||
Maximum [Member] | Building [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Monthly Lease Payments | $ 13,269 | |||||||
Maximum [Member] | FLORIDA | ||||||||
Other Commitments [Line Items] | ||||||||
Monthly Lease Payments | $ 4,547 | |||||||
Minimum [Member] | Building [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Monthly Lease Payments | $ 11,789 | |||||||
Minimum [Member] | FLORIDA | ||||||||
Other Commitments [Line Items] | ||||||||
Monthly Lease Payments | $ 4,040 |
Quarterly Financial Data - Un_3
Quarterly Financial Data - Unaudited (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Revenue - net | $ 286,409 | $ 358,409 | $ 390,278 | $ 299,606 | $ 250,177 | $ 197,051 | $ 182,334 | $ 291,676 | $ 1,334,702 | $ 921,238 | $ 2,038,332 |
Gross profit | 286,409 | 358,409 | 390,278 | 299,606 | 250,177 | 197,051 | 182,334 | 291,676 | |||
Net income (loss) | $ (4,771,807) | $ (5,455,229) | $ (4,683,485) | $ (8,230,229) | $ 76,619 | $ (4,085,297) | $ (2,227,499) | $ (3,720,218) | $ (23,140,750) | $ (9,956,395) | $ (14,812,156) |
Net income per share - basic | $ (0.19) | $ (0.28) | $ (0.30) | $ (0.57) | $ 0.02 | $ (0.31) | $ (0.17) | $ (0.29) | $ (1.34) | $ (0.75) | $ (1.41) |
Net income per share - diluted | $ (0.19) | $ (0.28) | $ (0.30) | $ (0.57) | $ 0.02 | $ (0.31) | $ (0.17) | $ (0.29) | $ (1.34) | $ (0.75) | $ (1.41) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Mar. 30, 2023 | Mar. 06, 2023 | Mar. 03, 2023 | Feb. 28, 2023 | Jul. 10, 2022 | Jun. 10, 2022 | Aug. 21, 2020 |
Subsequent Event [Line Items] | |||||||
Common stock issued for exercise of warrant , Shares | 4,939,515 | 4,939,515 | 1,901,985 | ||||
Exercise Price | $ 3.35 | $ 4.75 | |||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Sale/leaseback arrangement date | March 30, 2023 | ||||||
Sale/leaseback arrangement description | On March 30, 2023, Odyssey reached agreement on the terms of a sale/leaseback arrangement for certain of its marine equipment. The definitive documentation is expected to be effective in early April 2023 and the $3 million sale/leaseback transaction is expected to close within 60 days of effectiveness. A portion of the proceeds of the transaction will be used to repay the Seller Note. | ||||||
Sale/leaseback arrangement amount | $ 3,000,000 | ||||||
Subsequent Event [Member] | Termination Agreement [Member] | MINOSA [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock issued for conversion and settlement of convertible debt and accounts payable , Shares | 304,879 | ||||||
Subsequent Event [Member] | Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Outstanding principal percentage | 120% | ||||||
Closing Price | 120 | ||||||
Interest rate, stated percentage | 11% | ||||||
Exercise Price | $ 3.78 | ||||||
Subsequent Event [Member] | Purchase Agreement [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock issued for exercise of warrant , Shares | 3,703,704 | ||||||
Subsequent Event [Member] | Waiver Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Nonrefundable fee | $ 1,000,000 | ||||||
Subsequent Event [Member] | Promissory Note [Member] | Purchase Agreement [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument face amount | 14,000,000 | ||||||
Subsequent Event [Member] | Mr. Pignatelli [Member] | Unsecured Convertible Promissory Note [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument face amount | $ 500,000 | ||||||
Interest rate, stated percentage | 10% | ||||||
Conversion price of Notes | $ 3.78 | ||||||
Subsequent Event [Member] | Mr. Pignatelli [Member] | Unsecured Convertible Promissory Note [Member] | MINOSA 2 | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument face amount | $ 404,634 | ||||||
Conversion price of Notes | $ 4.35 | ||||||
Aggregate accrued interest | $ 630,231 | ||||||
Subsequent Event [Member] | Litigation financing | Waiver Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Claims Payment Maximum Amount | 5,000,000 | ||||||
Nonrefundable fee | 1,000,000 | ||||||
Subsequent Event [Member] | Litigation financing | Waiver Agreement [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Claims Payment Maximum Amount | $ 5,000,000 | ||||||
Subsequent Event [Member] | AHMSA [Member] | Termination Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Termination payment | $ 9,000,000 | ||||||
Termination agreement date | Mar. 06, 2023 | ||||||
Subsequent Event [Member] | Galileo [Member] | Promissory Note [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument maturity date | Apr. 01, 2023 | ||||||
Debt instrument face amount | $ 300,000 | ||||||
Interest rate, stated percentage | 11% |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Reserve [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $ 0 | $ 0 | $ 0 |
Charged (Credited) to Expenses | 0 | 0 | 0 |
Charged (Credited) to Other Accounts | 0 | 0 | 0 |
Deductions | 0 | 0 | 0 |
Balance at End of Year | 0 | 0 | 0 |
Accounts Receivable Reserve [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 0 | 0 | 0 |
Charged (Credited) to Expenses | 0 | 0 | 0 |
Charged (Credited) to Other Accounts | 0 | 0 | 0 |
Deductions | 0 | 0 | 0 |
Balance at End of Year | $ 0 | $ 0 | $ 0 |