Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
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 Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Trading Symbol | OMEX | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 19,981,901 | |
Entity File Number | 001-31895 | |
Document Quarterly 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 | |
Entity Address, Address Line Two | Suite 210 | |
Entity Address, State or Province | FL |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 1,832,078 | $ 1,443,421 | |
Accounts receivable and other, net | 1,005,157 | 7,515 | |
Short-term notes receivable related party, net | $ 690,795 | $ 1,576,717 | |
Financing Receivable, after Allowance for Credit Loss, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | |
Deferred tax asset | $ 10,327 | ||
Other current assets | 981,207 | $ 947,428 | |
Total current assets | 4,519,564 | 3,975,081 | |
PROPERTY AND EQUIPMENT | |||
Equipment and office fixtures | 6,823,557 | 8,137,026 | |
Right of use - operating leases | 213,108 | 300,025 | |
Accumulated depreciation | (4,269,013) | (5,390,559) | |
Total property and equipment, net | 2,767,652 | 3,046,492 | |
NON-CURRENT ASSETS | |||
Investment in unconsolidated entity | 4,842,925 | 4,404,717 | |
Exploration license | 1,821,251 | 1,821,251 | |
Other non-current assets | 34,295 | 34,295 | |
Total non-current assets | 6,698,471 | 6,260,263 | |
Total assets | 13,985,687 | 13,281,836 | |
CURRENT LIABILITIES | |||
Accounts payable | 932,902 | 2,285,892 | |
Accrued expenses | 36,919,178 | 40,481,204 | |
Operating lease liability | 199,365 | 186,656 | |
Loans payable | 2,216,963 | 21,732,654 | |
Total current liabilities | 40,268,408 | 64,686,406 | |
LONG-TERM LIABILITIES | |||
Loans payable | 38,708,182 | 25,011,049 | |
Operating lease liability | 26,578 | 129,139 | |
Total long-term liabilities | 38,734,760 | 25,140,188 | |
Total liabilities | 79,003,168 | 89,826,594 | |
Commitments and contingencies (Note 8) | |||
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; 19,981,901 and 19,540,310 issued and outstanding | 1,998 | 1,954 | |
Additional paid-in capital | 271,083,470 | 265,882,279 | |
Accumulated deficit | (287,354,763) | (298,231,607) | |
Total stockholders' deficit before non-controlling interest | (16,269,295) | (32,347,374) | |
Non-controlling interest | (48,748,186) | (44,197,384) | |
Total stockholders' deficit | (65,017,481) | (76,544,758) | $ (62,488,638) |
Total liabilities and stockholders' deficit | $ 13,985,687 | $ 13,281,836 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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 | 19,981,901 | 19,540,310 |
Common stock, shares outstanding | 19,981,901 | 19,540,310 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - Unaudited - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
REVENUE | ||||
Revenue | $ 172,575 | $ 390,278 | $ 461,314 | $ 689,884 |
OPERATING EXPENSES | ||||
Marketing, general and administrative | 1,820,858 | 2,292,082 | 3,698,702 | 4,210,578 |
Operations and research | 1,498,701 | 1,229,634 | 3,286,560 | 6,286,169 |
Total operating expenses | 3,319,559 | 3,521,716 | 6,985,262 | 10,496,747 |
LOSS FROM OPERATIONS | (3,146,984) | (3,131,438) | (6,523,948) | (9,806,863) |
OTHER INCOME (EXPENSE) | ||||
Interest Income | 23,424 | 2,178 | 411,956 | 2,272 |
Interest expense | (4,333,224) | (3,552,539) | (8,141,810) | (6,778,193) |
Gain (loss) on debt extinguishment | (301,414) | 0 | 21,177,200 | 0 |
Other | (283,897) | 140,361 | (606,148) | (49,896) |
Total other income (expense) | (4,895,111) | (3,410,000) | 12,841,198 | (6,825,817) |
INCOME/(LOSS) BEFORE INCOME TAXES | (8,042,095) | (6,541,438) | 6,317,250 | (16,632,680) |
Income tax benefit (provision) | 3,046 | 0 | 8,792 | 0 |
NET INCOME(LOSS) BEFORE NON-CONTROLLING INTEREST | (8,039,049) | (6,541,438) | 6,326,042 | (16,632,680) |
Non-controlling interest | 2,315,359 | 1,857,953 | 4,550,802 | 3,718,966 |
NET INCOME (LOSS) | $ (5,723,690) | $ (4,683,485) | $ 10,876,844 | $ (12,913,714) |
NET INCOME (LOSS) PER SHARE | ||||
Basic (See Note 2) | $ (0.29) | $ (0.3) | $ 0.55 | $ (0.86) |
Diluted (See Note 2) | $ (0.29) | $ (0.3) | $ 0.54 | $ (0.86) |
Weighted average number of common shares outstanding | ||||
Basic | 19,918,677 | 15,803,746 | 19,793,265 | 15,088,662 |
Diluted | 19,918,677 | 15,803,746 | 20,019,461 | 15,088,662 |
Marine Services [Member] | ||||
REVENUE | ||||
Revenue | $ 166,832 | $ 300,000 | $ 438,208 | $ 594,975 |
Operating And Other [Member] | ||||
REVENUE | ||||
Revenue | $ 5,743 | $ 90,278 | $ 23,106 | $ 94,909 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholder's Deficit - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Non-controlling Interest [Member] |
Beginning Balance at Dec. 31, 2021 | $ (62,488,638) | $ 1,431 | $ 249,055,600 | $ (275,090,857) | $ (36,454,812) |
Share-based compensation | 546,496 | 21 | 546,475 | ||
Common stock issued for cash, net | 9,274,562 | 494 | 9,274,068 | ||
Fair value of warrants issued | 5,446,965 | 5,446,965 | |||
Net income (loss) | (16,632,680) | (12,913,714) | (3,718,966) | ||
Ending Balance at Jun. 30, 2022 | (63,853,295) | 1,946 | 264,323,108 | (288,004,571) | (40,173,778) |
Beginning Balance at Mar. 31, 2022 | (72,445,582) | 1,448 | 249,189,881 | (283,321,086) | (38,315,825) |
Share-based compensation | 412,198 | 4 | 412,194 | ||
Common stock issued for cash, net | 9,274,562 | 494 | 9,274,068 | ||
Fair value of warrants issued | 5,446,965 | 5,446,965 | |||
Net income (loss) | (6,541,438) | (4,683,485) | (1,857,953) | ||
Ending Balance at Jun. 30, 2022 | (63,853,295) | 1,946 | 264,323,108 | (288,004,571) | (40,173,778) |
Beginning Balance at Dec. 31, 2022 | (76,544,758) | 1,954 | 265,882,279 | (298,231,607) | (44,197,384) |
Share-based compensation | 665,081 | 14 | 665,067 | ||
Common stock issued for debt extinguishment | 1,000,000 | 30 | 999,970 | ||
Fair value of warrants issued | 3,536,154 | 3,536,154 | |||
Net income (loss) | 6,326,042 | 10,876,844 | (4,550,802) | ||
Ending Balance at Jun. 30, 2023 | (65,017,481) | 1,998 | 271,083,470 | (287,354,763) | (48,748,186) |
Beginning Balance at Mar. 31, 2023 | (57,453,484) | 1,989 | 270,608,427 | (281,631,073) | (46,432,827) |
Share-based compensation | 355,492 | 9 | 355,483 | ||
Fair value of warrants issued | 119,560 | 119,560 | |||
Net income (loss) | (8,039,049) | (5,723,690) | (2,315,359) | ||
Ending Balance at Jun. 30, 2023 | $ (65,017,481) | $ 1,998 | $ 271,083,470 | $ (287,354,763) | $ (48,748,186) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) before non-controlling interest | $ 6,326,042 | $ (16,632,680) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Investment in unconsolidated entity | (438,208) | (594,975) |
Depreciation | 289,511 | 10,325 |
Financing fees amortization | 268,673 | 73,448 |
Amortization of loan prepayment premium | 0 | 300,000 |
Amortization of finance liability | 116,826 | 0 |
Note payable interest accretion | 857,549 | 140,153 |
Note receivable interest accretion | (288,991) | 0 |
Non-cash operating lease expense | 86,917 | 78,522 |
Share-based compensation | 372,831 | 731,498 |
Gain on debt extinguishment, net of note receivable write-off | (21,177,200) | 0 |
(Gain) on sale of fixed assets | (40,000) | 0 |
Payment of operating lease liability | (89,852) | (78,434) |
Non-cash interest | 4,918 | 0 |
(Increase) decrease in: | ||
Accounts receivable | (997,642) | (60,672) |
Accrued interest receivable | (176,501) | 0 |
Deferred tax asset | (10,327) | 0 |
Other assets | (33,779) | 229,553 |
Increase (decrease) in: | ||
Accounts payable | (1,056,107) | 6,336,234 |
Accrued expenses and other | 8,616,587 | 6,716,044 |
NET CASH USED IN OPERATING ACTIVITIES | (7,368,753) | (2,750,984) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of equipment | 40,001 | 0 |
Purchase of property and equipment | (97,589) | (312,399) |
Proceeds from note receivable repayment | 1,000,000 | 0 |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 942,412 | (312,399) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of loans payable | 15,067,746 | 2,200,000 |
Waiver fee paid | (1,000,000) | 0 |
Equity issuance costs | 0 | (1,790,848) |
Offering cost paid on financing | (98,504) | 0 |
Payment of debt obligation | (11,139,244) | (5,073,804) |
Repurchase of stock-based awards withheld for payment of withholding tax requirements | 0 | (524,263) |
Proceeds from failed sale leaseback, net | 4,050,000 | 0 |
Proceeds from sale of commons stock | 0 | 16,512,375 |
Payment on failed sale leaseback | (65,000) | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 6,814,998 | 11,323,460 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 388,657 | 8,260,077 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 1,443,421 | 2,274,751 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 1,832,078 | 10,534,828 |
SUPPLEMENTARY INFORMATION: | ||
Interest paid | 1,347,107 | 0 |
Income taxes paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Director compensation settled with equity | $ 292,236 | $ 339,262 |
Conversion of debt to common stock | 1,000,000 | 0 |
Warrants issued | $ 3,536,154 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Non-cash litigation financing | ||
Amount settlement from vendor | $ 4,633 | $ 5,288,385 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Odyssey Marine Exploration, Inc. and subsidiaries (the “Company,” “Odyssey,” “us,” “we” or “our”) have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and the instructions to Form 10-Q and, therefore, do not include all information and footnotes normally included in financial statements prepared in accordance with generally accepted accounting principles. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, these financial statements reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation of the financial position as of June 30, 2023 and the results of operations and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the full year. 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 FASB specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The amendments in ASU No. 2020-06 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 FASB 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 adopted this ASU as of January 1, 2022 . Adoption did not have a material impact on its consolidated financial statements. 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 | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding our condensed consolidated 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. Principles of Consolidation The condensed 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 uses estimates and assumptions in preparing these condensed 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 2022 condensed consolidated financial statements in order to conform to the classifications used in 2023 . 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. 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. 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 are 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 current expected credit losses. 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. We evaluate our accounts and notes receivable to estimate an allowance for credit losses over the remaining life of the financial instrument. The remaining life of our financial assets is determined by considering contractual terms among other factors. We estimate an allowance for credit losses based on ongoing evaluations of the accounts and notes receivable, the related credit risk characteristics, and the overall economic and environmental conditions affecting the financial assets. Credit losses are charged-off against the allowance when we believe the uncollectibility of the financial asset is confirmed. Subsequent recoveries, if any, are credited to the allowance once received. A credit loss expense, or benefit, is recorded as Other expense in the Statement of Operations in an amount necessary to adjust the allowance for credit losses to our estimate as of the end of each reporting period. 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. Exploration License The Company follows the guidance pursuant to ASU 350, “ Intangibles-Goodwill and Other ” ("ASC topic 350") 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 every two years 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. The recoverability of the license will be tested whenever circumstances indicate that its carrying amount may not be recoverable per the guidance of the ASC topic 350 . We did no t have any impairments for the three and six months ended June 30, 2023 and 2022 , respectively. 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. 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. For the six months ended June 30, 2023 and 2022 , the basic weighted average common shares outstanding year-to-date were 19,793,265 and 15,088,662 , respectively, and diluted weighted average common shares outstanding year-to-date were 20,019,461 , and 15,088,662 , respectively. For the periods 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 tables represent potential common shares calculated using the if-converted method from outstanding options, stock awards and warrants that were excluded from the calculation of diluted EPS: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Average market price during the period $ 3.24 $ 4.85 $ 3.22 $ 5.38 In the money potential common shares from options excluded 18,422 22,493 — 22,493 In the money potential common shares from warrants excluded — 7,496,331 — 7,496,331 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 fro m diluted EPS: Three Months Ended Six Months Ended Per share exercise price June 30, June 30, June 30, June 30, Out of the money options excluded: $ 3.42 3,091 — 3,091 — $ 3.43 17,105 — 17,105 — $ 3.53 200,000 — 200,000 — $ 3.59 7,521 — 7,521 — $ 3.60 604,243 — 604,243 — $ 12.48 136,833 136,833 136,833 136,833 $ 12.84 4,167 4,167 4,167 4,167 $ 26.40 75,158 75,158 75,158 75,158 Out-of-the-money warrants excluded: $ 3.35 4,939,515 — 4,939,515 — $ 3.78 3,584,828 — 3,584,828 — $ 3.99 551,378 — 551,378 — $ 4.67 131,816 — 131,816 — $ 4.75 1,873,622 — 1,873,622 — $ 5.76 196,135 196,135 196,135 196,135 $ 7.16 700,000 700,000 700,000 700,000 Total excluded 13,025,412 1,112,293 13,025,412 1,112,293 The equivalent common shares relating to our unvested restricted stock awards that were excluded from potential common shares in the earning per share calculation due to having an anti-dilutive effect are: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Excluded unvested restricted stock awards 207,774 283,812 — 283,812 The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Net income (loss) $ ( 5,723,690 ) $ ( 4,683,485 ) $ 10,876,844 $ ( 12,913,714 ) Numerator, basic and diluted net loss available to stockholders $ ( 5,723,690 ) $ ( 4,683,485 ) $ 10,876,844 $ ( 12,913,714 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 19,918,677 15,803,746 19,793,265 15,088,662 Shares used in computation – diluted: Weighted average common shares outstanding 19,918,677 15,803,746 20,019,461 15,088,662 Net (loss) income per share – basic $ ( 0.29 ) $ ( 0.30 ) $ 0.55 $ ( 0.86 ) Net (loss) income per share – diluted $ ( 0.29 ) $ ( 0.30 ) $ 0.54 $ ( 0.86 ) 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 11 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 June 30, 2023 and December 31, 2022 , the Company did no t have any financial instruments measured on a recurring basis. |
Accounts Receivable and Other
Accounts Receivable and Other | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Accounts Receivable and Other | NOTE 3 – ACCOUNTS RECEIVABLE AND OTHER RELATED PARTY, NET Our accounts receivable consist of the following: June 30, 2023 December 31, 2022 Related party (see Note 5) $ 5,132 $ 7,515 Other 1,000,025 — Total accounts receivable and other, net $ 1,005,157 $ 7,515 |
Short-term Notes Receivable Rel
Short-term Notes Receivable Related Party | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Short-term Notes Receivable Related Party | NOTE 4 – SHORT-TERM NOTES RECEIVABLE RELATED PARTY Our short-term notes receivable consisted of the following: June 30, 2023 December 31, 2022 Related party (see Note 5) $ 690,795 $ 1,576,717 Short-term notes receivable $ 690,795 $ 1,576,717 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 – 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. We believe Mr. Justh’s indirect ownership in CIC does not impair his 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 three months ended June 30, 2023 and 2022, we invoiced CIC a total of $ 172,575 and $ 390,278 , respectively, and for the six months ended June 30, 2023 and 2022, we invoiced CIC a total of $ 461,314 and $ 689,884 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 3 Accounts Receivable and Other Related Party, Net for related accounts receivable and Note 4 Short-term Notes Receivable Related Party, Net for related short-term notes receivable at June 30, 2023 and December 31, 2022, and Note 6 Investment in Unconsolidated Entity for our investment in the 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 work plan for offshore operations, including exploration, survey and sampling of potential mineral deposits. As of June 30, 2023 we have paid $ 279,991 toward the purchase of this equipment, and CIC has reimbursed $ 136,860 of that amount. The remaining balance CIC owes to us has been included in the Services Agreement Note Receivable balance described below. We have the option to accept equity in payment of the amounts due from CIC. See NOTE 3 for related accounts receivable at June 30, 2023 and December 31, 2022 and NOTE 6 for our investment in an unconsolidated entity. 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 bore 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 was accrued as interest income in our consolidated statements of operations. Unless otherwise converted or repaid as described below, the entire outstanding principal balance under the Loan agreement and all accrued interest was due and payable on March 31, 2023 (the "Maturity Date"). The Loan Agreement provided that CIC could 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. CIC repaid the Advanced Amount plus accrued interest prior to the Maturity Cure Date in accordance with the terms of the Loan Agreement. For the three months ended March 31, 2023, we recorded $ 288,991 of interest income from the accretion of the OID. On April 6, 2023, prior to the Maturity Cure Date, CIC repaid principal and interest in the aggregate amount of $ 1,068,000 in full satisfaction of the convertible promissory note and the Loan Agreement. The December 31, 2022 carrying value of the note receivable was $ 1,061,009 , and the unamortized OID was $ 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, as amended on June 30, 2023, and August 8, 2023, 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 $ 625,000 . The note bears interest at a rate of 1.5 % per month and matures on August 15, 2023 . Interest is due and payable on the first day of each month for the previous month. The March 31, 2023 and December 31, 2022 carrying values of the note receivable were $ 625,083 and $ 503,059 , respectively. At June 30, 2023 and December 31, 2022, we recorded $ 65,712 and $ 377 , respectively, in accrued interest receivable, which is included in the note receivable balance. 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 former director of the Company under the same terms as the original agreement, and that indebtedness continued 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 9 Loans Payable– MINOSA 2 for detail. |
Investment in Unconsolidated Re
Investment in Unconsolidated Related Entity | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Related Entity | NOTE 6 – INVESTMENT IN UNCONSOLIDATED RELATED ENTITY At June 30, 2023 and December 31, 2022, our accumulated investment in CIC was $ 4,842,925 and $ 4,404,717 , respectively, which is classified as an investment in unconsolidated entity in our condensed consolidated balance sheets. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7 - INCOME TAXES During the three months ended June 30, 2023, we generated a federal net operating loss (“NOL”) carryforward of $ 11.6 million and generated $ 4.9 million of foreign NOL carryforwards. As of June 30, 2023, we had consolidated income tax NOL carryforwards for federal tax purposes of approximately $ 241.6 million and net operating loss carryforwards for foreign income tax purposes of approximately $ 88.4 million. From 2025 through 2027, approximately $ 47 million of the NOL will expire, and from 2028 through 2037, approximately $ 128 million of the NOL will expire. The NOL generated in 2018 through 2022 of approximately $ 67 million will be carried forward indefinitely. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 – 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 condensed consolidated financial statements. Contingency We owe consultants contingent success fees of up to $ 700,000 upon the approval and issuance of the Environmental Impact Assessment (“EIA”) for our Mexican subsidiary. The EIA has not been approved as of the date of this report and the contingent success fees have not been accrued. 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, 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 became insufficient to meet our desired projected business plan requirements, we would be required to follow a contingency business plan based on curtailed expenses and fewer cash requirements. During March 2023, we entered Note and Warrant Purchase Agreement pursuant to which we issued and sold to an institutional investor a promissory note (the “Note”) in the principal amount of up to $ 14.0 million, of which $ 13.1 million was advanced in March 2023 and an additional $ 450,000 was advanced during the three months ended June 30, 2023. On April 4, 2023, and June 30, Odyssey entered into a $ 3.5 million and $ 1.0 million sale-leaseback arrangements, respectively, for marine equipment. A portion of the proceeds of the April sale-leaseback transaction was used to repay the note outstanding to the seller of the marine equipment that we issued in December 2022. On April 6, 2023, CIC repaid principal and interest in the aggregate amount of $ 1,068,000 in full satisfaction of the convertible promissory note and the Loan Agreement. On June 26, 2023, Odyssey entered into note purchase agreement with 37North SPV 11, LLC for $ 1.0 million. The balance of the proceeds from the Note, after payment of certain obligations, the sale-leaseback arrangements and the CIC loan and note repayment, together with other anticipated cash inflows, are expected to provide operating funds through 2024. Our consolidated non-restricted cash balance at June 30, 2023 was $ 1.8 million . We have a working capital deficit at June 30, 2023 of ($ 35.7 ) million . The total consolidated book value of our assets was approximately $ 14.0 million at June 30, 2023, which includes cash of $ 1.8 million . The fair market value of these assets may differ from their net carrying book value. The factors noted above raise substantial doubt about our ability to continue as a going concern. These condensed 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 At June 30, 2023, the right of usage (“ROU”) asset and lease obligations for our two real property operating leases were $ 213,108 and $ 225,943 , respectively. The remaining lease payment obligations, which include an interest component of $ 13,988 , are as follows: Year ending Annual payment obligation 2023 106,117 2024 133,814 $ 239,931 We recognized approximately $ 53,084 and $ 54,500 in rent expense associated with these leases for the three months ended June 30, 2023 and 2022, respectively, and approximately $ 123,911 and $ 109,000 in rent expense for the six months ended June 30, 2023 and 2022 , respectively. |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2023 | |
Text Block [Abstract] | |
Loans Payable | NOTE 9 –LOANS PAYABLE The Company’s consolidated notes payable consisted of the following carrying values and related interest expense at: Note payable Interest expense Three Months Ended Six Months Ended June 30, December 31, June 30, June 30, June 30, June 30, MINOSA 1 $ — $ 14,750,001 $ — $ 294,191 $ 210,137 $ 585,150 MINOSA 2 — 5,050,000 — 125,904 89,932 250,424 Litigation financing 23,706,579 24,347,513 3,253,645 2,977,352 6,355,709 5,458,020 DP SPV I LLC note 10,789,776 — 924,676 — 1,240,656 — Emergency Injury Disaster Loan 150,000 149,900 1,402 1,461 2,789 2,922 Vendor note payable 484,009 484,009 14,480 14,481 28,802 28,803 Seller note payable — 1,400,000 1,962 — 64,696 — AFCO Insurance note payable 188,037 562,280 2,849 — 10,595 — Monaco — — — 37,000 — 148,000 Pignatelli note 500,000 — 12,466 — 16,027 — Galileo note — — — — 723 — 37North 1,004,918 — 4,918 100,000 4,918 300,000 Finance liability 4,101,826 — 116,826 — 116,826 — $ 40,925,145 $ 46,743,703 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 bore interest at 8.0 % percent per annum. During December 2017, MINOSA transferred this debt to its parent company, AHMSA. 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 our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd., 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 bore 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 from MINOSA that it intended to demand payment. We unconditionally and irrevocably guaranteed all of the obligations under the Minosa Purchase Agreement and the Minosa Note. MINOSA had 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, MINOSA transferred $ 404,633 of this indebtedness with accumulated 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 per share. Pursuant to second amended and restated pledge agreements (the "Pledge Agreements") entered into by us in favor of MINOSA on August 10, 2017, we pledged and granted security interests to MINOSA in (a) the 54 million cuotas (a unit of ownership under Panamanian law) of Oceanica Resources S. de R.L. (“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. 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 a 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 were 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 and Odyssey 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 and Odyssey 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. As a result of these transactions, Odyssey has recorded a Gain on debt extinguishment of $ 21,478,614 in our Statement of Operations. Pignatelli 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., 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 January 31, 2020, 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 Amended and Restated International Claims Enforcement Agreement (as amended, the "Agreement"), pursuant to which the Funder agreed to provide funding 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. 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, (a) the Funder consented 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 (b) Odyssey paid a $ 1,000,000 nonrefundable waiver fee to the Funder. The waiver fee was accounted for as a debt modification and recorded as an additional debt discount of $ 1,000,000 , which is being amortized through December 31, 2025, using the effective interest method, which is charged to interest expense. For the three months ended June 30, 2023 and 2022, we recorded $ 86,130 and $ 72,013 , respectively, of interest expense from the amortization of the debt discount, $ 36,724 and $ 36,724 of interest expense from financing fee amortization, respectively, and $ 88,178 and $ 0 of interest expense from the amortization of the waiver discount, respectively. For the six months ended June 30, 2023 and 2022, we recorded $ 167,614 and $ 140,153 of interest expense from the amortization of the debt discount, $ 73,448 and $ 73,448 of interest expense from financing fee amortization, and $ 113,372 and $ 0 from the amortization of waiver discount, respectively. The June 30, 2023 and December 31, 2022 carrying value of the debt was $ 23,706,579 and $ 24,347,513 , respectively, and was net of unamortized debt fees of $ 73,449 and $ 146,897 , respectively, as well as the net unamortized debt discount of $ 186,382 and $ 353,996 , respectively, associated with the fair value of the warrant, and net of the unamortized waiver fee of $ 886,628 and $ 0 , respectively. The total face value of this obligation at June 30, 2023 and December 31, 2022 was $ 24,853,038 and $ 24,848,406 , respectively. Galileo 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 DP SPV Note (as defined below). DP SPV I LLC 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 “DP SPV Note”) in the principal amount of up to $ 14.0 million, of which $ 13.1 million was advanced in March 2023 and an additional $ 450,000 was advanced during the three months ended June 30, 2023 and (b) a warrant (the “Warrant” and, together with the DP SPV Note, the “Securities”) to purchase shares of Odyssey’s common stock. The principal amount outstanding under the DP SPV 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 DP SPV 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 DP SPV Note (“PIK Interest”), and (b) the first quarterly interest payment due under the DP SPV Note will be satisfied with PIK Interest. The DP SPV Note provides Odyssey with the right, but not the obligation, upon notice to the holder of the DP SPV Note to redeem (x) at any time before the first anniversary of the issuance of the DP SPV Note, all or any portion of the indebtedness outstanding under the DP SPV 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 DP SPV Note, all or any portion of the indebtedness outstanding under the DP SPV Note (together with all accrued and unpaid interest, including PIK Interest). Unless the DP SPV Note is sooner redeemed at Odyssey’s option, all indebtedness under the DP SPV 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 above), 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 3,465,778 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 registered the offer and sale of the shares (the “Exercise Shares”) of Odyssey common stock issuable upon exercise of the Warrant in a Prospectus filed with the Securities and Exchange Commission (the “SEC”) and declared effective as of June 1, 2023. We incurred $ 98,504 in related fees which are being amortized over the term of the Purchase Agreement and charged to legal expense with-in marketing, general and administrative expense. The total proceeds of $ 13.6 million 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 $3,536,154, which is being amortized over the remaining term of the Purchase Agreement using the effective interest method, which is charged to interest expense. For the three months ended June 30, 2023, we recorded $ 542,186 of interest expense from the amortization of the debt discount and $ 16,268 interest from the fee amortization, respectively. The June 30, 2023 carrying value of the debt was $ 10,789,776 and was net of unamortized debt fees of $ 77,587 , net of unamortized debt discount of $ 2,785,283 associated with the fair value of the warrant. The total face value of this obligation at June 30, 2023 was $ 13,652,646 . For the six months ended June 30, 2023, we recorded $ 750,871 of interest expense from the amortization of the debt discount and $ 20,916 interest from the fee amortization, respectively. The June 30, 2023 carrying value of the debt was $ 10,789,776 and was net of unamortized debt fees of $ 77,587 , net of unamortized debt discount of $ 2,785,283 associated with the fair value of the warrant. The total face value of this obligation at June 30, 2023 was $ 13,652,646 . 37North On June 29, 2023 we entered into a Note Purchase Agreement (“Note Agreement”) with 37North SPV 11, LLC (“37N”) pursuant to which 37N agreed to loan us $ 1,000,000 . The proceeds from this transaction were received in full on June 29, 2023. Pursuant to the Note Agreement, the indebtedness was non-interest bearing and matured on July 30, 2023. At any time from 31 days after the maturity date, 37N has 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) 120% of the amount of the indebtedness, by (B) the lower of $3.66 or 70% of the 10-day volume-weighted average price of Common Stock. The aggregate maximum number of shares of Common Stock to be issued in connection with conversion of the indebtedness is not to exceed (i) 19.9 % of the outstanding shares of Common Stock prior to the date of the Agreement, (ii) 19.9 % of the combined voting power of the outstanding voting securities, or (iii) exceed the applicable listing rules of the Principal Market if the stockholders did not approve the issuance of Common Stock upon conversion of the indebtedness. Any time prior to maturity, we had the option to prepay the indebtedness at an amount of 108 % of the unpaid principal. From the maturity date to 29 days after the maturity date (August 27, 2023), we are permitted to repay all (but not less than) of an amount equal to 112.5 % of the unpaid amount of the indebtedness. At any time after the 30th day after the maturity date (August 28, 2023), we are permitted to repay all (but not less than) of an amount equal to 115 % of the unpaid amount of the indebtedness after 10 days' notice . If 37N delivers an exercise notice during this 10 -day period, the Note would be converted to shares of Common Stock, instead of being repaid. If 37N delivers an exercise notice and the number of shares issuable is limited by the 19.9 % limitation outlined above, then we are permitted to repay all of the remaining unpaid amount of the Loan in an amount equal to 130 % of the remaining unpaid amount. Accounting considerations We evaluated the indebtedness and determined that the embedded conversion option is not considered clearly and closely related to the host contract and requires bifurcation. The optional prepayment option provides the right to accelerate the settlement of debt; however, the prepayment options can only be exercised by the Company. As such, they are considered clearly and closely related to the debt host instrument and bifurcation was not necessary. Although the indebtedness did not bear interest, it was required to be repaid at amounts greater than the face value. According to ASC 470-10-35-2, if a debt instrument has a contractual maturity date that can be extended at the issuer’s option, at an increasing rate, the debt discounts and issuance costs must be amortized over the period in which the debt is estimated to be outstanding, even if that period extends beyond the debt’s original contractual maturity date. The difference between the proceeds received and the repayment amount are generally amortized over the expected life of the indebtedness using the effective interest method. Management estimated the expected life to be very limited, so the expected repayment amount of $ 1.2 million, representing 120 % of the indebtedness, was recorded upon issuance of the Note Agreement. Certain default put provisions were not considered to be clearly and closely related to the debt host, but management concluded that the value of these default put provisions was de minimis. Seller Note Payable On December 2, 2022, we executed an Amended and Restated Purchase and Sale Agreement ("Purchase and Sale Agreement") with the seller of certain marine equipment ("Seller"). Pursuant to the Purchase and Sale Agreement, Seller agreed to sell us the marine equipment, related tooling items and spares for $ 2.5 million. On or before the closing date, Odyssey paid the Seller $ 1.1 million for the acquisition of the assets. Pursuant to the Purchase and Sale Agreement, we paid the Seller the $ 1.4 million balance of the purchase price as a fully amortizing loan, bearing interest at a rate of 20 % per annum, and maturing on June 5, 2024 (the "Seller Note"). On April 4, 2023, we paid this loan in full. Accrued interest Total accrued interest associated with our financings was $ 29,718,006 and $ 35,131,587 as of June 30, 2023 and December 31, 2022 , respectively. Accrued interest is included in accrued expenses on the accompanying condensed consolidated balance sheets. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 10 – ACCRUED EXPENSES Accrued expenses consist of the following: June 30, December 31, Compensation and incentives $ 435,269 $ 354,187 Professional services 436,024 470,546 Deposit 729,991 657,331 Interest 29,718,006 35,131,587 Accrued exploration license fees 5,599,888 3,867,553 Total accrued expenses $ 36,919,178 $ 40,481,204 Deposits primarily consist 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 agreed upon or consummated. |
Stockholders' Equity_(Deficit)
Stockholders' Equity/(Deficit) | 6 Months Ended |
Jun. 30, 2023 | |
Federal Home Loan Banks [Abstract] | |
Stockholders' Equity/(Deficit) | NOTE 11 – STOCKHOLDERS' EQUITY/(DEFICIT) Common Stock As noted above, on March 3, 2023, Odyssey, AHMSA, MINOSA and Phosphate One entered into the Termination Agreement whereby 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 at a share market price of $ 3.28 per share. Warrant In conjunction with the Purchase Agreement on March 6, 2023, as described above, we issued the Warrant to purchase up to 3,584,828 shares of our common stock. The Warrant has an exercise price of $ 3.78 per share and is exercisable at any time during the three years after issuance ending on the close of business on March 6, 2026 . Stock-Based Compensation The share-based compensation charged against income, related to our options and restricted stock units, for the three months ended June 30, 2023 and 2022, was $ 250,492 and $ 418,852 , respectively. The share-based compensation charged against income for the six months ended June 30, 2023 and 2022 was $ 372,831 and $ 731,498 , respectively. We granted to purchase an aggregate of 6,541 shares of Common Stock options to directors on May 24, 2023, and 200,000 to employees on June 9, 2023. 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. May 24, 2023 June 9, 2023 Risk free interest rate 3.76 % 3.92 % Expected life 5 years 5 years Expected volatility 65.12 % 65.20 % Expected dividend yield — — Grant-date fair value 1.72 2.04 |
Concentration of Credit Risk
Concentration of Credit Risk | 6 Months Ended |
Jun. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | NOTE 12 – CONCENTRATION OF CREDIT RISK We do no t currently have any debt obligations with variable interest rates. For the six months ended June 30, 2023 and 2022, we had one customer, CIC, which is a related party (see Note 5 Related Party Transactions), that accounted for 100 % of our total revenue in both years. |
Sale-leaseback Financing Obliga
Sale-leaseback Financing Obligations | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Sale-leaseback Financing Obligations | NOTE 13 – SALE-LEASEBACK FINANCING OBLIGATIONS On April 4, 2023 and June 30, 2023 , the Company's subsidiaries sold marine equipment to separate third-party buyers for $ 3.5 million and $ 1.0 million, respectively. Simultaneously with each sale, the subsidiaries entered into lease agreements with each buyer of the respective marine equipment (the sale of the property and simultaneous leaseback is referred to as a “sale-leaseback”). Each of the leases is for a term of 4 years . Under the terms of the lease agreements, the initial base rent is $ 35,000 and $ 10,000 per month, respectively. As a part of each of the lease agreements, the lessee is granted an option to purchase the marine equipment back from the buyer, that can be exercised at any time during the period commencing on the first anniversary of the date of the agreements and ending on the day that is 120 days prior to the expiration of the lease term. If the lessee has not already delivered such notice at least 120 days prior to the expiration of the lease term, it is required to purchase the marine equipment upon the expiration of the lease term. The Company accounted for the sale-leaseback transactions as financing transactions with the purchasers of the property in accordance with Accounting Standards Codification ("ASC") Topic 842 as the lease agreements were determined to be finance leases. The Company concluded the lease agreements both met the qualifications to be classified as finance leases due to the obligation to repurchase the equipment. The presence of a finance lease indicates that control of the equipment has not transferred to the buyer/lessor and, as such, the transactions were each deemed a "failed sale-leaseback" and must be accounted for as a financing arrangement. As a result of this determination, the Company is viewed as having received the sales proceeds from the buyer/lessor in the form of a hypothetical loan collateralized by its leased equipment. The hypothetical loan is payable as principal and interest in the form of “lease payments” to the buyer/lessor. As such, the Company will not derecognize the property from its books for accounting purposes until the lease ends. As of June 30, 2023 , the carrying value of the financing liabilities were $ 3,201,450 and $ 900,376 . The monthly lease payments are split between a reduction of principal and interest expense using the effective interest rate method. No gain or loss was recognized related to the sale leasebacks. Under the April 4, 2023 and June 30, 2023 sale-leasebacks, the Company recorded third party payments of $ 350,000 and $ 100,000 respectively, as a cost of the financing obligation and recorded them as a discount. Remaining future cash payments related to the financing liability, for the fiscal years ending December 31 are as follows: Year ending Annual payment obligation 2023 260,000 2024 540,000 2025 540,000 2026 540,000 2027 4,710,000 $ 6,590,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 – SUBSEQUENT EVENTS We have evaluated subsequent events for recognition or disclosure through the date that this Form 10-Q is filed with the SEC . Ocean Minerals, LLC Acquisition On June 4, 2023, Odyssey, Odyssey Minerals Cayman Limited, a wholly owned subsidiary of Odyssey (the “Purchaser”), and Ocean Minerals, LLC (“OML”) entered into a Unit Purchase Agreement (the “OML Purchase Agreement”) pursuant to which the Purchaser agreed to purchase, and OML agreed to issue and sell to the Purchaser, an aggregate of 733,497 membership interest units of OML (the “Purchased Units”) for a purchase price of $ 15.0 million. After giving effect to the issuance and sale of all the Purchased Units, the Purchased Units represent 13 % of the issued and outstanding membership interest units of OML (based upon the number of membership interest units outstanding on June 1, 2023). The initial closing with respect to the Purchased Units occurred on July 3, 2023, on which date OML issued 293,399 of the Purchased Units to the Purchaser in exchange for (a) a payment of $ 1.0 million in cash by the Purchaser to OML and (b) Odyssey’s transfer to OML of all the outstanding shares of Odyssey Retriever, Inc., a wholly owned subsidiary of Odyssey, valued by the parties at $ 5.0 million. In one or more closings to be held no later than the three-month anniversary of the initial closing date, OML will issue an additional 195,599 of the Purchased Units to the Purchaser for an aggregate purchase price of $ 4.0 million paid to OML. A final closing with respect to the Purchased Units will occur on the earlier of (x) the date that is 30 days after OML notifies that it has received (and provided a copy to Odyssey of) a specified resource report providing an indicated resource estimate for the area covered by OML’s exploration license or (y) the first anniversary of the initial closing. At the final closing, OML will issue an additional 244,499 of the Purchased Units to the Purchaser for an aggregate purchase price of $ 5.0 million paid to OML. The Purchase Agreement also provides the Purchaser the right, but not the obligation, at any time and from time to time prior to the 18-month anniversary of the initial closing, to purchase up to an additional 1,466,993 membership interest units of OML (the “Optional Units”) at a purchase price equal to $ 20.45 per membership interest unit. If the Purchaser has not purchased all the Optional Units prior to the 18-month anniversary of the initial closing, the Purchaser may purchase any of such unpurchased Optional Units at a price equal to 90.0 % of the purchase price per membership interest unit paid in the most recent sale of membership interest units by OML immediately prior to such discounted purchase of Optional Units by the Purchaser. The Purchase Agreement sets forth customary representations, warranties, and covenants of the parties and customary conditions to closing and termination provisions. Equity Exchange Agreement In connection with the transactions contemplated by the Purchase Agreement, Odyssey and the existing members of OML entered into an Equity Exchange Agreement (the “Exchange Agreement”) pursuant to which such members of OML have the right, but not the obligation, to exchange membership interest units of OML held by them for shares of Odyssey’s common stock, exercisable at any time and from time to time during the period beginning on the six-month anniversary of the date of the Exchange Agreement and ending on the date that is the earliest of (a) the date on which a dissolution event occurs with respect to OML, (b) the date on which a material adverse effect occurs with respect to OML, and (c) the date that is 18 months after the date of the Exchange Agreement. If a member of OML elects to exchange membership interest units of OML for shares of Odyssey’s common stock, the number of shares of Odyssey’s common stock such member will receive will equal the product of (x) the number of membership interest units such member desires to exchange, multiplied by (y) a fraction, the numerator of which is the per unit value of the membership interest units and the denominator of which is the per share value of the shares of Odyssey’s common stock, in each case determined pursuant to the Exchange Agreement. Under the terms of the Exchange Agreement, the per unit value of the membership interest units means the greater of $ 20.45 and the purchase price per membership interest unit paid in the most recent sale of membership interest units by OML, and the per share value of the shares of Odyssey’s common stock means the greater of the “Minimum Price,” as defined in NASDAQ Rule 5635(d), and the five-day volume-weighted average price per share of the common stock. Notwithstanding anything in the Exchange Agreement to the contrary, the aggregate maximum number of shares of Odyssey’s common stock that may be issued under the Exchange Agreement will not (a) exceed 19.9 % of the number of outstanding shares of Odyssey’s common stock immediately prior to the date of the Exchange Agreement, (b) exceed 19.9 % of the combined voting power of the outstanding voting securities of Odyssey immediately prior to the date of the Exchange Agreement, or (c) otherwise exceed such number of shares of Odyssey’s common stock that would violate applicable listing rules of the NASDAQ Capital Market. Contribution Agreement In connection with the transactions contemplated by the Purchase Agreement, Odyssey, the Purchaser, and OML also entered into a Contribution Agreement pursuant to which additional membership interest units of OML may be issued to the Purchaser in consideration of the contribution to OML by Odyssey from time to time of certain property or other assets and services with an aggregate value of up to $ 10.0 million. CIC Services Agreement On August 8, 2023, the CIC Services Agreement Note was amended to extend the maturity date of the Note to August 15, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed 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 uses estimates and assumptions in preparing these condensed 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 2022 condensed consolidated financial statements in order to conform to the classifications used in 2023 . 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. 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. 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 are 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 current expected credit losses. 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. We evaluate our accounts and notes receivable to estimate an allowance for credit losses over the remaining life of the financial instrument. The remaining life of our financial assets is determined by considering contractual terms among other factors. We estimate an allowance for credit losses based on ongoing evaluations of the accounts and notes receivable, the related credit risk characteristics, and the overall economic and environmental conditions affecting the financial assets. Credit losses are charged-off against the allowance when we believe the uncollectibility of the financial asset is confirmed. Subsequent recoveries, if any, are credited to the allowance once received. A credit loss expense, or benefit, is recorded as Other expense in the Statement of Operations in an amount necessary to adjust the allowance for credit losses to our estimate as of the end of each reporting period. |
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. |
Exploration License | Exploration License The Company follows the guidance pursuant to ASU 350, “ Intangibles-Goodwill and Other ” ("ASC topic 350") 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 every two years 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. The recoverability of the license will be tested whenever circumstances indicate that its carrying amount may not be recoverable per the guidance of the ASC topic 350 . We did no t have any impairments for the three and six months ended June 30, 2023 and 2022 , respectively. |
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. |
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. For the six months ended June 30, 2023 and 2022 , the basic weighted average common shares outstanding year-to-date were 19,793,265 and 15,088,662 , respectively, and diluted weighted average common shares outstanding year-to-date were 20,019,461 , and 15,088,662 , respectively. For the periods 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 tables represent potential common shares calculated using the if-converted method from outstanding options, stock awards and warrants that were excluded from the calculation of diluted EPS: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Average market price during the period $ 3.24 $ 4.85 $ 3.22 $ 5.38 In the money potential common shares from options excluded 18,422 22,493 — 22,493 In the money potential common shares from warrants excluded — 7,496,331 — 7,496,331 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 fro m diluted EPS: Three Months Ended Six Months Ended Per share exercise price June 30, June 30, June 30, June 30, Out of the money options excluded: $ 3.42 3,091 — 3,091 — $ 3.43 17,105 — 17,105 — $ 3.53 200,000 — 200,000 — $ 3.59 7,521 — 7,521 — $ 3.60 604,243 — 604,243 — $ 12.48 136,833 136,833 136,833 136,833 $ 12.84 4,167 4,167 4,167 4,167 $ 26.40 75,158 75,158 75,158 75,158 Out-of-the-money warrants excluded: $ 3.35 4,939,515 — 4,939,515 — $ 3.78 3,584,828 — 3,584,828 — $ 3.99 551,378 — 551,378 — $ 4.67 131,816 — 131,816 — $ 4.75 1,873,622 — 1,873,622 — $ 5.76 196,135 196,135 196,135 196,135 $ 7.16 700,000 700,000 700,000 700,000 Total excluded 13,025,412 1,112,293 13,025,412 1,112,293 The equivalent common shares relating to our unvested restricted stock awards that were excluded from potential common shares in the earning per share calculation due to having an anti-dilutive effect are: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Excluded unvested restricted stock awards 207,774 283,812 — 283,812 The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Net income (loss) $ ( 5,723,690 ) $ ( 4,683,485 ) $ 10,876,844 $ ( 12,913,714 ) Numerator, basic and diluted net loss available to stockholders $ ( 5,723,690 ) $ ( 4,683,485 ) $ 10,876,844 $ ( 12,913,714 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 19,918,677 15,803,746 19,793,265 15,088,662 Shares used in computation – diluted: Weighted average common shares outstanding 19,918,677 15,803,746 20,019,461 15,088,662 Net (loss) income per share – basic $ ( 0.29 ) $ ( 0.30 ) $ 0.55 $ ( 0.86 ) Net (loss) income per share – diluted $ ( 0.29 ) $ ( 0.30 ) $ 0.54 $ ( 0.86 ) |
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 11 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 June 30, 2023 and December 31, 2022 , 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) | 6 Months Ended |
Jun. 30, 2023 | |
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: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Net income (loss) $ ( 5,723,690 ) $ ( 4,683,485 ) $ 10,876,844 $ ( 12,913,714 ) Numerator, basic and diluted net loss available to stockholders $ ( 5,723,690 ) $ ( 4,683,485 ) $ 10,876,844 $ ( 12,913,714 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 19,918,677 15,803,746 19,793,265 15,088,662 Shares used in computation – diluted: Weighted average common shares outstanding 19,918,677 15,803,746 20,019,461 15,088,662 Net (loss) income per share – basic $ ( 0.29 ) $ ( 0.30 ) $ 0.55 $ ( 0.86 ) Net (loss) income per share – diluted $ ( 0.29 ) $ ( 0.30 ) $ 0.54 $ ( 0.86 ) |
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 tables represent potential common shares calculated using the if-converted method from outstanding options, stock awards and warrants that were excluded from the calculation of diluted EPS: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Average market price during the period $ 3.24 $ 4.85 $ 3.22 $ 5.38 In the money potential common shares from options excluded 18,422 22,493 — 22,493 In the money potential common shares from warrants excluded — 7,496,331 — 7,496,331 |
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 fro m diluted EPS: Three Months Ended Six Months Ended Per share exercise price June 30, June 30, June 30, June 30, Out of the money options excluded: $ 3.42 3,091 — 3,091 — $ 3.43 17,105 — 17,105 — $ 3.53 200,000 — 200,000 — $ 3.59 7,521 — 7,521 — $ 3.60 604,243 — 604,243 — $ 12.48 136,833 136,833 136,833 136,833 $ 12.84 4,167 4,167 4,167 4,167 $ 26.40 75,158 75,158 75,158 75,158 Out-of-the-money warrants excluded: $ 3.35 4,939,515 — 4,939,515 — $ 3.78 3,584,828 — 3,584,828 — $ 3.99 551,378 — 551,378 — $ 4.67 131,816 — 131,816 — $ 4.75 1,873,622 — 1,873,622 — $ 5.76 196,135 196,135 196,135 196,135 $ 7.16 700,000 700,000 700,000 700,000 Total excluded 13,025,412 1,112,293 13,025,412 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 in the earning per share calculation due to having an anti-dilutive effect are: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Excluded unvested restricted stock awards 207,774 283,812 — 283,812 |
Accounts Receivable and Other (
Accounts Receivable and Other (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | Our accounts receivable consist of the following: June 30, 2023 December 31, 2022 Related party (see Note 5) $ 5,132 $ 7,515 Other 1,000,025 — Total accounts receivable and other, net $ 1,005,157 $ 7,515 |
Short-term Notes Receivable R_2
Short-term Notes Receivable Related Party (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Schedule of Short-Term Notes Receivable | Our short-term notes receivable consisted of the following: June 30, 2023 December 31, 2022 Related party (see Note 5) $ 690,795 $ 1,576,717 Short-term notes receivable $ 690,795 $ 1,576,717 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Lessor, Operating Lease, Payments to be Received, Maturity [Table Text Block] | The remaining lease payment obligations, which include an interest component of $ 13,988 , are as follows: Year ending Annual payment obligation 2023 106,117 2024 133,814 $ 239,931 |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 Three Months Ended Six Months Ended June 30, December 31, June 30, June 30, June 30, June 30, MINOSA 1 $ — $ 14,750,001 $ — $ 294,191 $ 210,137 $ 585,150 MINOSA 2 — 5,050,000 — 125,904 89,932 250,424 Litigation financing 23,706,579 24,347,513 3,253,645 2,977,352 6,355,709 5,458,020 DP SPV I LLC note 10,789,776 — 924,676 — 1,240,656 — Emergency Injury Disaster Loan 150,000 149,900 1,402 1,461 2,789 2,922 Vendor note payable 484,009 484,009 14,480 14,481 28,802 28,803 Seller note payable — 1,400,000 1,962 — 64,696 — AFCO Insurance note payable 188,037 562,280 2,849 — 10,595 — Monaco — — — 37,000 — 148,000 Pignatelli note 500,000 — 12,466 — 16,027 — Galileo note — — — — 723 — 37North 1,004,918 — 4,918 100,000 4,918 300,000 Finance liability 4,101,826 — 116,826 — 116,826 — $ 40,925,145 $ 46,743,703 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 bore interest at 8.0 % percent per annum. During December 2017, MINOSA transferred this debt to its parent company, AHMSA. 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 our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd., 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 bore 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 from MINOSA that it intended to demand payment. We unconditionally and irrevocably guaranteed all of the obligations under the Minosa Purchase Agreement and the Minosa Note. MINOSA had 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, MINOSA transferred $ 404,633 of this indebtedness with accumulated 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 per share. Pursuant to second amended and restated pledge agreements (the "Pledge Agreements") entered into by us in favor of MINOSA on August 10, 2017, we pledged and granted security interests to MINOSA in (a) the 54 million cuotas (a unit of ownership under Panamanian law) of Oceanica Resources S. de R.L. (“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. 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 a 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 were 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 and Odyssey 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 and Odyssey 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. As a result of these transactions, Odyssey has recorded a Gain on debt extinguishment of $ 21,478,614 in our Statement of Operations. Pignatelli 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., 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 . |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Components of Accrued Expenses | Accrued expenses consist of the following: June 30, December 31, Compensation and incentives $ 435,269 $ 354,187 Professional services 436,024 470,546 Deposit 729,991 657,331 Interest 29,718,006 35,131,587 Accrued exploration license fees 5,599,888 3,867,553 Total accrued expenses $ 36,919,178 $ 40,481,204 |
Stockholders' Equity_(Deficit)
Stockholders' Equity/(Deficit) (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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. May 24, 2023 June 9, 2023 Risk free interest rate 3.76 % 3.92 % Expected life 5 years 5 years Expected volatility 65.12 % 65.20 % Expected dividend yield — — Grant-date fair value 1.72 2.04 |
Sale-leaseback Financing Obli_2
Sale-leaseback Financing Obligations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Remaining future cash payments related to the financing liability | Remaining future cash payments related to the financing liability, for the fiscal years ending December 31 are as follows: Year ending Annual payment obligation 2023 260,000 2024 540,000 2025 540,000 2026 540,000 2027 4,710,000 $ 6,590,000 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - ASU No. 2020-06 [Member] | Dec. 31, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Short-term investment maturity period | 3 months | ||||
Basic weighted average number of common shares outstanding | 19,918,677 | 15,803,746 | 19,793,265 | 15,088,662 | |
Diluted weighted average number of common shares outstanding | 19,918,677 | 15,803,746 | 20,019,461 | 15,088,662 | |
Exploration License Impairments | $ 0 | $ 0 | $ 0 | $ 0 | |
Fair Value, Recurring [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Fair value, net asset (liability) | $ 0 | $ 0 | $ 0 | ||
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment, estimated useful life | 3 years | 3 years | |||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment, estimated useful life | 30 years | 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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Average market price during the period | $ 3.24 | $ 4.85 | $ 3.22 | $ 5.38 |
Potential common shares excluded from EPS | 13,025,412 | 1,112,293 | 13,025,412 | 1,112,293 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common shares excluded from EPS | 18,422 | 22,493 | 22,493 | |
Warrant Derivatives [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common shares excluded from EPS | 7,496,331 | 7,496,331 |
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Out of the money options and warrants excluded | 13,025,412 | 1,112,293 | 13,025,412 | 1,112,293 |
Stock Options With an Exercise Price of $3.42 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Out of the money options and warrants excluded | 3,091 | 3,091 | ||
Stock Options With an Exercise Price of $3.43 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Out of the money options and warrants excluded | 17,105 | 17,105 | ||
Stock Options With an Exercise Price of $3.53 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Out of the money options and warrants excluded | 200,000 | 200,000 | ||
Stock Options With an Exercise Price of $3.59 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Out of the money options and warrants excluded | 7,521 | 7,521 | ||
Stock Options With an Exercise Price of $3.60 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Out of the money options and warrants excluded | 604,243 | 604,243 | ||
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 | 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 | 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 | 75,158 |
Warrants With an Exercise Price of $3.35 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Out of the money options and warrants excluded | 4,939,515 | 4,939,515 | ||
Warrants With an Exercise Price of $3.78 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Out of the money options and warrants excluded | 3,584,828 | 3,584,828 | ||
Warrants With an Exercise Price of $3.99 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Out of the money options and warrants excluded | 551,378 | 551,378 | ||
Warrants 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 | 131,816 | ||
Warrants 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 | 1,873,622 | ||
Warrants 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 | 196,135 | 196,135 |
Warrants 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 | 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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock Options With an Exercise Price of $3.42 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options exercise price per share | $ 3.42 | $ 3.42 | $ 3.42 | $ 3.42 |
Stock Options With an Exercise Price of $3.43 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options exercise price per share | 3.43 | 3.43 | 3.43 | 3.43 |
Stock Options With an Exercise Price of $3.53 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options exercise price per share | 3.53 | 3.53 | 3.53 | 3.53 |
Stock Options With an Exercise Price of $3.59 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options exercise price per share | 3.59 | 3.59 | 3.59 | 3.59 |
Stock Options With an Exercise Price of $3.60 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options exercise price per share | 3.6 | 3.6 | 3.6 | 3.6 |
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 | 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 | 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 | 26.4 | 26.4 | 26.4 | 26.4 |
Warrants With an Exercise Price of $3.35 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options exercise price per share | 3.35 | 3.35 | 3.35 | 3.35 |
Warrants With an Exercise Price of $3.78 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options exercise price per share | 3.78 | 3.78 | 3.78 | 3.78 |
Warrants With an Exercise Price of $3.99 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options exercise price per share | 3.99 | 3.99 | 3.99 | 3.99 |
Warrants 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 | 4.67 |
Warrants 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 | 4.75 |
Warrants 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 | 5.76 |
Warrants 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 | $ 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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Excluded unvested restricted stock awards | 13,025,412 | 1,112,293 | 13,025,412 | 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 | 207,774 | 283,812 | 283,812 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Net income (loss) | $ (5,723,690) | $ (4,683,485) | $ 10,876,844 | $ (12,913,714) |
Numerator, basic and diluted net loss available to stockholders | $ (5,723,690) | $ (4,683,485) | $ 10,876,844 | $ (12,913,714) |
Shares used in computation – basic: | ||||
Weighted average common shares outstanding | 19,918,677 | 15,803,746 | 19,793,265 | 15,088,662 |
Shares used in computation – diluted: | ||||
Weighted average common shares outstanding | 19,918,677 | 15,803,746 | 20,019,461 | 15,088,662 |
Net (loss) income per share - basic | $ (0.29) | $ (0.3) | $ 0.55 | $ (0.86) |
Net (loss) income per share - diluted | $ (0.29) | $ (0.3) | $ 0.54 | $ (0.86) |
Accounts Receivable and Other R
Accounts Receivable and Other Related Party, Net - Summary of Accounts Receivable (Detail) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable and other, net | $ 1,005,157 | $ 7,515 |
Related Party [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 5,132 | 7,515 |
Other [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 1,000,025 | $ 0 |
Short-term Notes Receivable R_3
Short-term Notes Receivable Related Party - Schedule of Short-term Notes Receivable (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Short-term notes receivable | $ 690,795 | $ 1,576,717 |
Related Party [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Short-term notes receivable | $ 690,795 | $ 1,576,717 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Apr. 06, 2023 | Dec. 13, 2022 | Jul. 15, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||||
Accrued interest receivable | $ 288,991 | $ 0 | |||||||
Deep Sea Mineral Company, CIC, LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Value of the equipment purchased | 279,991 | ||||||||
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 | $ 172,575 | $ 390,278 | $ 461,314 | $ 689,884 | |||||
Operating Cost and Expense, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] | Related Party [Member] | |||||
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 | $ 625,083 | $ 503,059 | |||||||
Financing Receivable, after Allowance for Credit Loss, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | |||||||
Accrued interest receivable | $ 65,712 | $ 65,712 | $ 377 | ||||||
Debt instrument maturity date | Aug. 15, 2023 | ||||||||
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% | ||||||||
Advance amount paid | $ 1,000,000 | ||||||||
Debt discount amount | 350,000 | 288,991 | |||||||
Accrued interest receivable | $ 288,991 | ||||||||
Carrying value of note receivable | $ 1,061,009 | ||||||||
Financing Receivable, after Allowance for Credit Loss, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | ||||||||
Accrued interest receivable | $ 12,649 | ||||||||
Principal and interest | $ 1,068,000 | ||||||||
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 | $ 4.35 | $ 4.35 | |||||||
Maximum [Member] | Services Agreement [Member] | Deep Sea Mineral Company, CIC, LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party expenses | $ 625,000 | ||||||||
Operating Cost and Expense, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | ||||||||
OMEX Deep Sea Mineral Company [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Equity Method Investment Ownership Interest | 11.50% | 11.50% |
Investment in Unconsolidated _2
Investment in Unconsolidated Related Entity - Additional Information (Detail) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | ||
Investment carrying value | $ 4,842,925 | $ 4,404,717 |
Greg Stemm [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investment carrying value | $ 4,842,925 | $ 4,404,717 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Millions | Jun. 30, 2023 USD ($) |
Federal [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards subject to expiration | $ 241.6 |
Net operating loss carryforwards, indefinitely | 67 |
Net operating loss carryforwards | 11.6 |
Foreign [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards subject to expiration | 88.4 |
Net operating loss carryforwards | 4.9 |
2025 Through 2027 [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards subject to expiration | 47 |
2028 Through 2037 [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards subject to expiration | $ 128 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Apr. 06, 2023 | Mar. 31, 2016 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 26, 2023 | Apr. 04, 2023 | Mar. 31, 2023 | Mar. 06, 2023 | Dec. 31, 2022 | Dec. 13, 2022 | |
Other Commitments [Line Items] | ||||||||||||
Sale/leaseback arrangement amount | $ 1,000,000 | $ 1,000,000 | $ 3,500,000 | |||||||||
Cash and cash equivalents | 1,832,078 | 1,832,078 | $ 1,443,421 | |||||||||
Working capital deficit | 35,700,000 | 35,700,000 | ||||||||||
Total assets | 13,985,687 | 13,985,687 | $ 13,281,836 | |||||||||
Cash Lease Obligation | 239,931 | 239,931 | ||||||||||
Lease rent expense | 53,084 | $ 54,500 | 123,911 | $ 109,000 | ||||||||
Purchase Agreement [Member] | Promissory Note [Member] | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Debt instrument face amount | 14,000,000 | 14,000,000 | $ 14,000,000 | |||||||||
Advance amount paid | 450,000 | 450,000 | $ 13,100,000 | |||||||||
Corporate Office Space [Member] | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Interest Component in Remaining Lease Payment Obligations | 13,988 | |||||||||||
Lease Obligation | 225,943 | 225,943 | ||||||||||
Right Of Use Asset | 213,108 | 213,108 | ||||||||||
Deep Sea Mineral Company, CIC, LLC [Member] | Loan Agreement [Member] | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Advance amount paid | $ 1,000,000 | |||||||||||
Principal and interest | $ 1,068,000 | |||||||||||
37North SPV 11, LLC [Member] | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Debt instrument face amount | $ 1,000,000 | |||||||||||
MINOSA [Member] | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Cash Lease Obligation | $ 1,800,000 | $ 1,800,000 | ||||||||||
Maximum [Member] | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Consultants contingent success fees | $ 700,000 |
Commitments and Contingencies_2
Commitments and Contingencies - lease payment obligations (Detail) | Jun. 30, 2023 USD ($) |
2023 | $ 106,117 |
2024 | 133,814 |
Total | $ 239,931 |
Loans Payable - Schedule of Con
Loans Payable - Schedule of Consolidated Notes Payable (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||
Loans payable | $ 40,925,145 | $ 40,925,145 | $ 46,743,703 | ||
MINOSA 1 | |||||
Debt Instrument [Line Items] | |||||
Loans payable | 14,750,001 | ||||
Interest expense | $ 294,191 | 210,137 | $ 585,150 | ||
MINOSA 2 | |||||
Debt Instrument [Line Items] | |||||
Loans payable | 5,050,000 | ||||
Interest expense | 125,904 | 89,932 | 250,424 | ||
Litigation financing | |||||
Debt Instrument [Line Items] | |||||
Loans payable | 23,706,579 | 23,706,579 | 24,347,513 | ||
Interest expense | 3,253,645 | 2,977,352 | 6,355,709 | 5,458,020 | |
DP SPV I LLC note | |||||
Debt Instrument [Line Items] | |||||
Loans payable | 10,789,776 | 10,789,776 | |||
Interest expense | 924,676 | 1,240,656 | |||
Emergency Injury Disaster Loan | |||||
Debt Instrument [Line Items] | |||||
Loans payable | 150,000 | 150,000 | 149,900 | ||
Interest expense | 1,402 | 1,461 | 2,789 | 2,922 | |
Vendor note payable | |||||
Debt Instrument [Line Items] | |||||
Loans payable | 484,009 | 484,009 | 484,009 | ||
Interest expense | 14,480 | 14,481 | 28,802 | 28,803 | |
Seller note payable | |||||
Debt Instrument [Line Items] | |||||
Loans payable | 1,400,000 | ||||
Interest expense | 1,962 | 64,696 | |||
AFCO Insurance note payable | |||||
Debt Instrument [Line Items] | |||||
Loans payable | 188,037 | 188,037 | $ 562,280 | ||
Interest expense | 2,849 | 10,595 | |||
Monaco | |||||
Debt Instrument [Line Items] | |||||
Interest expense | 37,000 | 148,000 | |||
Pignatelli note | |||||
Debt Instrument [Line Items] | |||||
Loans payable | 500,000 | 500,000 | |||
Interest expense | 12,466 | 16,027 | |||
Galileo note | |||||
Debt Instrument [Line Items] | |||||
Interest expense | 723 | ||||
37North | |||||
Debt Instrument [Line Items] | |||||
Loans payable | 1,004,918 | 1,004,918 | |||
Interest expense | 4,918 | $ 100,000 | 4,918 | $ 300,000 | |
Finance liability | |||||
Debt Instrument [Line Items] | |||||
Loans payable | 4,101,826 | 4,101,826 | |||
Interest expense | $ 116,826 | $ 116,826 |
Loans Payable - MINOSA 1 (Addit
Loans Payable - MINOSA 1 (Additional Information) (Details) - Promissory Note [Member] - MINOSA 1 - Share Purchase Agreement [Member] $ in Thousands | Mar. 11, 2015 USD ($) Loan |
Debt instrument face amount | $ 14,750 |
Convertible notes payable | $ 14,750 |
Number of advances | Loan | 5 |
Interest rate, stated percentage | 8% |
Loans Payable - MINOSA 2 (Addit
Loans Payable - MINOSA 2 (Additional Information) (Details) | Jul. 15, 2021 USD ($) | Aug. 10, 2017 USD ($) Days Cuota $ / shares |
MINOSA 2 | ||
Long-Term Debt | $ 404,633 | |
Debt, interest expense | $ 159,082 | |
MINOSA 2 | Promissory Note [Member] | Share Purchase Agreement [Member] | ||
Conversion price | $ / shares | $ 4.35 | |
Loans Payable [Member] | Minosa Purchase Agreement [Member] | ||
Debt , maximum borrowing capacity | $ 3,000,000 | |
Amount of loan outstanding | $ 2,700,000 | |
Loans Payable [Member] | MINOSA 2 | ||
Interest rate, stated percentage | 10% | |
Debt instrument, threshold payment term | 60 days | |
Number of trading days | Days | 75 | |
Conversion price | $ / shares | $ 4.35 | |
Notes Payable, Other Payables [Member] | Epsilon Acquisitions, LLC [Member] | ||
Debt conversion amount | $ 2,000,000 | |
Pledged units of ownership | Cuota | 54,000,000 |
Loans Payable - MINOSA 1 and MI
Loans Payable - MINOSA 1 and MINOSA 2 (Additional Information) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 03, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Gain on debt extinguishment | $ (301,414) | $ 0 | $ 21,177,200 | $ 0 | |
Termination Agreement [Member] | |||||
Gain on debt extinguishment | $ 21,478,614 | ||||
Termination Agreement [Member] | MINOSA [Member] | |||||
Common stock issued for conversion and settlement of convertible debt and accounts payable , Shares | 304,879 | ||||
AHMSA [Member] | Termination Agreement [Member] | |||||
Termination payment | $ 9,000,000 | ||||
Termination agreement date | Mar. 06, 2023 |
Loans Payable - Pignatelli (Add
Loans Payable - Pignatelli (Additional Information) (Details) - Unsecured Convertible Promissory Note [Member] - Director [Member] | Mar. 06, 2023 USD ($) $ / shares |
Pignatelli | |
Debt instrument face amount | $ 500,000 |
Interest rate, stated percentage | 10% |
Conversion price | $ / shares | $ 3.78 |
MINOSA 2 | |
Debt instrument face amount | $ 404,634 |
Conversion price | $ / shares | $ 4.35 |
Extinguishment of debt accrued interest | $ 630,231 |
Loans Payable - Litigation Fina
Loans Payable - Litigation Financing - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Mar. 06, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Unamortized waiver fee | $ 886,628 | $ 0 | ||||
Loans payable | $ 40,925,145 | 40,925,145 | $ 46,743,703 | |||
Amount receivable related to a loss contingency | 38,708,182 | 38,708,182 | 25,011,049 | |||
Waiver Agreement [Member] | ||||||
Nonrefundable waiver fee | $ 1,000,000 | |||||
Litigation Financing [Member] | ||||||
Debt discount amount | 186,382 | 186,382 | 353,996 | |||
Loans payable | 23,706,579 | 23,706,579 | 24,347,513 | |||
Litigation Financing [Member] | Waiver Agreement [Member] | ||||||
Claims Payment Maximum Amount | 5,000,000 | |||||
Debt discount amount | $ 1,000,000 | |||||
Litigation Financing [Member] | Loans Payable [Member] | ||||||
Debt discount amount | 73,449 | 73,449 | 146,897 | |||
Loans payable | 23,706,579 | 23,706,579 | 24,347,513 | |||
Amount receivable related to a loss contingency | 24,853,038 | 24,853,038 | $ 24,848,406 | |||
Poplar Falls LLC [Member] | Pending Litigation [Member] | ||||||
Amortization of debt discount | 86,130 | $ 72,013 | 167,614 | 140,153 | ||
Interest from the fee amortization | 36,724 | 36,724 | 73,448 | 73,448 | ||
Poplar Falls LLC [Member] | Pending Litigation [Member] | Waiver Agreement [Member] | ||||||
Interest expense from amortization of discount | $ 88,178 | $ 113,372 | $ 0 | $ 0 |
Loans Payable - Galileo (Additi
Loans Payable - Galileo (Additional Information) (Details) - Promissory Note [Member] - Galileo note | Feb. 28, 2023 USD ($) |
Debt instrument face amount | $ 300,000 |
Promissory note interest rate | 11% |
Debt Instrument, Payable Date | Apr. 01, 2023 |
Loans Payable - DP SPV I LLC (A
Loans Payable - DP SPV I LLC (Additional Information) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Mar. 06, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Class of warrant or right, Number of securities called by warrants or rights | 3,584,828 | |||||
Exercise price | $ 3.78 | |||||
Offering cost paid | $ 98,504 | $ 0 | ||||
Loans payable | $ 40,925,145 | 40,925,145 | $ 46,743,703 | |||
Debt instrument face amount | 38,708,182 | 38,708,182 | $ 25,011,049 | |||
DP SPV I LLC note | ||||||
Offering cost paid | $ 98,504 | |||||
Proceeds from warrants | $ 13,600,000 | |||||
Loans payable | 10,789,776 | 10,789,776 | ||||
Debt discount amount | 2,785,283 | 2,785,283 | ||||
DP SPV I LLC note | Pending Litigation [Member] | ||||||
Amortization of debt discount | 542,186 | 750,871 | ||||
Interest from the fee amortization | 16,268 | 20,916 | ||||
DP SPV I LLC note | Loans Payable [Member] | ||||||
Loans payable | 10,789,776 | 10,789,776 | ||||
Debt discount amount | 77,587 | 77,587 | ||||
Debt instrument face amount | 13,652,646 | 13,652,646 | ||||
Purchase Agreement [Member] | ||||||
Exercise price | $ 3.78 | |||||
Closing Price | 120 | |||||
Purchase Agreement [Member] | Maximum [Member] | ||||||
Class of warrant or right, Number of securities called by warrants or rights | 3,465,778 | |||||
DP SPV Note [Member] | Purchase Agreement [Member] | ||||||
Debt instrument face amount | $ 14,000,000 | 14,000,000 | 14,000,000 | |||
Advance amount paid | $ 450,000 | $ 450,000 | $ 13,100,000 | |||
Interest rate, stated percentage | 11% | |||||
Outstanding Principal Percentage | 120% |
Loans Payable - 37 North - Addi
Loans Payable - 37 North - Additional Information (Detail) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Aug. 14, 2022 | Aug. 01, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Debt Conversion, Description | At any time from 31 days after the maturity date, 37N has 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) 120% of the amount of the indebtedness, by (B) the lower of $3.66 or 70% of the 10-day volume-weighted average price of Common Stock. | ||||
Shares Outstanding Post Conversion | % | 19.90% | ||||
Percentage of outstanding voting securities | 19.90% | ||||
Percentage of payment of unpaid principal amount | 115% | 112.50% | 108% | ||
Debt Instrument, maturity date, Description | At any time after the 30th day after the maturity date (August 28, 2023), we are permitted to repay all (but not less than) of an amount equal to 115% of the unpaid amount of the indebtedness after 10 days' notice | From the maturity date to 29 days after the maturity date (August 27, 2023), we are permitted to repay all (but not less than) of an amount equal to 112.5% of the unpaid amount of the indebtedness. | |||
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 | $ 1,200,000 | ||||
Percentage of face value of note | 120% | ||||
Note One To Note Thirteen [Member] | |||||
Accrued interest on debt | $ 29,718,006 | $ 35,131,587 | |||
Note Purchase Agreement [Member] | Convertible Debt [Member] | |||||
Debt instrument face amount | $ 1,000,000 |
Loans Payable - Accounting Cons
Loans Payable - Accounting Considerations - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Debt Disclosure [Abstract] | |
Repayments of notes payable | $ 1.2 |
Percentage of face value of note | 120% |
Loans Payable - Seller Note Pay
Loans Payable - Seller Note Payable - Additional Information (Details) - USD ($) | Dec. 02, 2022 | Jun. 30, 2023 | Dec. 31, 2022 |
Loans payable | $ 40,925,145 | $ 46,743,703 | |
Seller note payable | |||
Comanche ROV related tooling items and spares | $ 2,500,000 | ||
Payment on acquisition of assets | 1,100,000 | ||
Loans payable | $ 1,400,000 | ||
Debt instrument interest rate | 20% | ||
Debt instrument maturity date | Jun. 05, 2024 |
Accrued Expenses - Components o
Accrued Expenses - Components of Accrued Expenses (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Compensation and incentives | $ 435,269 | $ 354,187 |
Professional services | 436,024 | 470,546 |
Deposit | 729,991 | 657,331 |
Interest | 29,718,006 | 35,131,587 |
Accrued exploration license fees | 5,599,888 | 3,867,553 |
Total accrued expenses | $ 36,919,178 | $ 40,481,204 |
Accrued Expenses (Additional In
Accrued Expenses (Additional Information) (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Line Items] | ||
Earnest money deposit | $ 729,991 | $ 657,331 |
CIC [Member] | ||
Payables and Accruals [Line Items] | ||
Earnest money deposit | $ 450,000 |
Stockholders' Equity_(Deficit_2
Stockholders' Equity/(Deficit) - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 09, 2023 | May 24, 2023 | Mar. 06, 2023 | Mar. 03, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Class of warrant or right, Number of securities called by warrants or rights | 3,584,828 | |||||||
Warrants, expiration date | Mar. 06, 2026 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.78 | |||||||
Share-based compensation expense | $ 250,492 | $ 418,852 | $ 372,831 | $ 731,498 | ||||
MINOSA [Member] | Termination Agreement [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Common stock issued for conversion and settlement of convertible debt and accounts payable | 304,879 | |||||||
Common stock share market | $ 3.28 | |||||||
Employees [Member] | Common Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of stock options granted | 200,000 | |||||||
Directors [Member] | Common Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of stock options granted | 6,541 |
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 | Jun. 09, 2023 | May 24, 2023 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk free interest rate | 3.92% | 3.76% |
Expected life | 5 years | 5 years |
Expected volatility | 65.20% | 65.12% |
Grant-date fair value | $ 2.04 | $ 1.72 |
Concentration of Credit Risk -
Concentration of Credit Risk - Additional Information (Detail) | 6 Months Ended | |
Jun. 30, 2023 USD ($) Customer | Jun. 30, 2022 Customer | |
Revenue, Major Customer [Line Items] | ||
Amount of loan outstanding with variable interest rate | $ | $ 0 | |
Customer Concentration Risk [Member] | ||
Revenue, Major Customer [Line Items] | ||
Number of customers | Customer | 1 | 1 |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | 1 Customer [Member] | ||
Revenue, Major Customer [Line Items] | ||
Customers accounted from total revenue | 100% | 100% |
Sale-leaseback Financing Obli_3
Sale-leaseback Financing Obligations - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Apr. 04, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Sale Leaseback Transaction [Line Items] | |||||
Proceeds from sale of equipment | $ 40,001 | $ 0 | |||
Sale-leaseback Transaction Dated April 4, 2023 [Member] | |||||
Sale Leaseback Transaction [Line Items] | |||||
Sale-leaseback transaction date | April 4, 2023 | ||||
Proceeds from sale of equipment | $ 3,500,000 | ||||
Initial base rent | $ 35,000 | ||||
Lease terms | As a part of each of the lease agreements, the lessee is granted an option to purchase the marine equipment back from the buyer, that can be exercised at any time during the period commencing on the first anniversary of the date of the agreements and ending on the day that is 120 days prior to the expiration of the lease term. If the lessee has not already delivered such notice at least 120 days prior to the expiration of the lease term, it is required to purchase the marine equipment upon the expiration of the lease term. | ||||
Sale-leaseback transaction term | 4 years | ||||
Notice period for option to purchase property prior to lease expiration term. | 120 days | ||||
Sale-leaseback carrying value of financing liabilities | $ 3,201,450 | $ 3,201,450 | $ 3,201,450 | ||
Gain or loss of sale-leaseback | 0 | ||||
Sale-leasebacks recorded third party payments | $ 350,000 | ||||
Sale-leaseback Transaction Dated April 4, 2023 [Member] | Minimum [Member] | |||||
Sale Leaseback Transaction [Line Items] | |||||
Notice period for option to purchase property prior to lease expiration term. | 120 days | ||||
Sale-leaseback Transaction Dated June 30, 2023 [Member] | |||||
Sale Leaseback Transaction [Line Items] | |||||
Sale-leaseback transaction date | June 30, 2023 | ||||
Proceeds from sale of equipment | $ 1,000,000 | ||||
Initial base rent | $ 10,000 | ||||
Lease terms | As a part of each of the lease agreements, the lessee is granted an option to purchase the marine equipment back from the buyer, that can be exercised at any time during the period commencing on the first anniversary of the date of the agreements and ending on the day that is 120 days prior to the expiration of the lease term. If the lessee has not already delivered such notice at least 120 days prior to the expiration of the lease term, it is required to purchase the marine equipment upon the expiration of the lease term. | ||||
Sale-leaseback transaction term | 4 years | ||||
Notice period for option to purchase property prior to lease expiration term. | 120 days | ||||
Sale-leaseback carrying value of financing liabilities | $ 900,376 | 900,376 | $ 900,376 | ||
Gain or loss of sale-leaseback | $ 0 | ||||
Sale-leasebacks recorded third party payments | $ 100,000 | ||||
Sale-leaseback Transaction Dated June 30, 2023 [Member] | Minimum [Member] | |||||
Sale Leaseback Transaction [Line Items] | |||||
Notice period for option to purchase property prior to lease expiration term. | 120 days |
Sale-leaseback Financing Obli_4
Sale-leaseback Financing Obligations - Schedule of Remaining future cash payments related to the financing liability (Details) | Jun. 30, 2023 USD ($) |
Leases [Abstract] | |
2023 | $ 260,000 |
2024 | 540,000 |
2025 | 540,000 |
2026 | 540,000 |
2027 | 4,710,000 |
Total | $ 6,590,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Jul. 03, 2023 | Jun. 04, 2023 |
Odyssey Minerals Cayman Limited [Member] | Ocean Minerals LLC [Member] | Unit Purchase Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Aggregate membership interest units issuable | 733,497 | |
Membership interest units purchase price | $ 15,000,000 | |
Percentage of issued and outstanding membership interest units purchased | 13% | |
Subsequent Event [Member] | Equity Exchange Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Maximum percentage of common stock to be issued under exchange agreement | 19.90% | |
Subsequent Event [Member] | Ocean Minerals LLC [Member] | Unit Purchase Agreement [Member] | Prior to 18-month Anniversary of Initial Closing [Member] | ||
Subsequent Event [Line Items] | ||
Additional membership interest units issuable | 1,466,993 | |
Membership interest units purchase price per unit | $ 20.45 | |
Purchase of unpurchased optional units at price equal to percentage of purchase price per membership interest unit | 90% | |
Subsequent Event [Member] | Ocean Minerals LLC [Member] | Equity Exchange Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Membership interest units purchase price per unit | $ 20.45 | |
Subsequent Event [Member] | Odyssey Minerals Cayman Limited [Member] | Ocean Minerals LLC [Member] | Unit Purchase Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Initial closing purchased units issued | 293,399 | |
Initial closing purchased units payment of cash | $ 1,000,000 | |
Outstanding shares valued by parties | $ 5,000,000 | |
Additional purchased units issued | 195,599 | |
Additional aggregate purchase price paid | $ 4,000,000 | |
Final closing additional purchased units to be issued | 244,499 | |
Final closing additional purchased units aggregate purchase price paid | $ 5,000,000 | |
Subsequent Event [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Contribution agreement equity interests issued or issuable number of additional shares issued value | $ 10,000,000 |