Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 31, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
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 | |
Entity Address, State or Province | FL | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | OMEX | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 9,478,003 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 303,677 | $ 2,786,832 |
Restricted cash | 10,135 | 10,135 |
Accounts receivable and other, net | 304,404 | 789,421 |
Other current assets | 307,172 | 1,016,136 |
Total current assets | 925,388 | 4,602,524 |
PROPERTY AND EQUIPMENT | ||
Equipment and office fixtures | 10,664,948 | 11,033,536 |
Right of use – operating lease, net | 570,398 | |
Accumulated depreciation | (10,644,896) | (10,915,557) |
Total property and equipment | 590,450 | 117,979 |
NON-CURRENT ASSETS | ||
Investment in unconsolidated entity | 1,414,674 | 752,667 |
Exploration License | 1,821,251 | |
Other non-current assets | 26,805 | |
Total non-current assets | 3,262,730 | 752,667 |
Total assets | 4,778,568 | 5,473,170 |
CURRENT LIABILITIES | ||
Accounts payable | 4,859,627 | 2,772,423 |
Accrued expenses and other | 13,216,612 | 9,804,546 |
Operating lease obligation | 88,970 | |
Loans payable | 30,661,012 | 29,448,988 |
Total current liabilities | 48,826,221 | 42,025,957 |
LONG-TERM LIABILITIES | ||
Deferred income and revenue participation rights | 3,818,750 | 4,643,750 |
Operating lease obligation | 482,886 | |
Loans payable | 1,409,980 | |
Total long-term liabilities | 5,711,616 | 4,643,750 |
Total liabilities | 54,537,837 | 46,669,707 |
Commitments and contingencies (NOTE H) | ||
STOCKHOLDERS' EQUITY/(DEFICIT) | ||
Preferred stock - $.0001 par value; 24,984,166 shares authorized; none outstanding | ||
Common stock – $.0001 par value; 75,000,000 shares authorized; 9,478,003 and 9,222,199 issued and outstanding | 948 | 922 |
Additional paid-in capital | 221,022,457 | 217,993,953 |
Accumulated (deficit) | (248,054,346) | (239,882,346) |
Total stockholders' equity/(deficit) before non-controlling interest | (27,030,941) | (21,887,471) |
Non-controlling interest | (22,728,328) | (19,309,066) |
Total stockholders' equity/(deficit) | (49,759,269) | (41,196,537) |
Total liabilities and stockholders' equity/(deficit) | $ 4,778,568 | $ 5,473,170 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
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 | $ 1 | $ 1 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 9,478,003 | 9,222,199 |
Common stock, shares outstanding | 9,478,003 | 9,222,199 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
REVENUE | ||||
Revenue | $ 762,175 | $ 886,327 | $ 2,331,539 | $ 2,471,559 |
OPERATING EXPENSES | ||||
Marketing, general and administrative | 2,110,523 | 1,359,898 | 4,979,776 | 4,297,301 |
Operations and research | 2,122,394 | 1,070,916 | 5,513,366 | 2,544,559 |
Total operating expenses | 4,232,917 | 2,430,814 | 10,493,142 | 6,841,860 |
INCOME (LOSS) FROM OPERATIONS | (3,470,742) | (1,544,487) | (8,161,603) | (4,370,301) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (2,049,987) | (816,732) | (4,308,098) | (2,258,149) |
Gain (loss) on debt extinguishment | (290,024) | (290,024) | ||
Other | (35,093) | 38,185 | 802,747 | 54,052 |
Total other income (expense) | (2,375,104) | (778,547) | (3,795,375) | (2,204,097) |
(LOSS) BEFORE INCOME TAXES | (5,845,846) | (2,323,034) | (11,956,978) | (6,574,398) |
Income tax benefit (provision) | ||||
NET (LOSS) BEFORE NON-CONTROLLING INTEREST | (5,845,846) | (2,323,034) | (11,956,978) | (6,574,398) |
Non-controlling interest | 1,616,013 | 1,013,759 | 3,784,978 | 2,878,806 |
NET (LOSS) | $ (4,229,833) | $ (1,309,275) | $ (8,172,000) | $ (3,695,592) |
NET (LOSS) PER SHARE | ||||
Basic and diluted (See NOTE B) | $ (0.45) | $ (0.15) | $ (0.88) | $ (0.44) |
Weighted average number of common shares outstanding | ||||
Basic | 9,456,300 | 8,466,909 | 9,301,796 | 8,466,909 |
Diluted | 9,456,300 | 8,466,909 | 9,301,796 | 8,466,909 |
Cargo and Other [Member] | ||||
REVENUE | ||||
Revenue | $ 278,599 | $ 260,763 | $ 830,674 | $ 569,083 |
Expedition [Member] | ||||
REVENUE | ||||
Revenue | $ 483,576 | $ 625,564 | $ 1,500,865 | $ 1,902,476 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholder's Equity / (Deficit) - USD ($) | Total | Common Stock [Member] | Paid-in Capital [Member] | Accumulated Deficit [Member] | Non-controlling Interest [Member] |
Beginning Balance at Dec. 31, 2017 | $ (37,982,936) | $ 847 | $ 212,103,344 | $ (234,709,910) | $ (15,377,217) |
Share-based compensation | 311,711 | 311,711 | |||
Fair value of warrants attached to convertible debt | 229,438 | 229,438 | |||
Beneficial conversion feature attached to convertible debt | 570,562 | 570,562 | |||
Net (loss) | (6,574,398) | (3,695,592) | (2,878,806) | ||
Ending Balance at Sep. 30, 2018 | (43,445,623) | 847 | 213,215,055 | (238,405,502) | (18,256,023) |
Beginning Balance at Jun. 30, 2018 | (42,026,493) | 847 | 212,311,151 | (237,096,227) | (17,242,264) |
Share-based compensation | 103,904 | 103,904 | |||
Fair value of warrants attached to convertible debt | 229,438 | 229,438 | |||
Beneficial conversion feature attached to convertible debt | 570,562 | 570,562 | |||
Net (loss) | (2,323,034) | (1,309,275) | (1,013,759) | ||
Ending Balance at Sep. 30, 2018 | (43,445,623) | 847 | 213,215,055 | (238,405,502) | (18,256,023) |
Beginning Balance at Dec. 31, 2018 | (41,196,537) | 922 | 217,993,953 | (239,882,346) | (19,309,066) |
Share-based compensation | 751,999 | 1 | 751,998 | ||
Asset acquisition | 1,773,369 | 25 | 1,407,628 | 365,716 | |
Debt modification | 868,878 | 868,878 | |||
Net (loss) | (11,956,978) | (8,172,000) | (3,784,978) | ||
Ending Balance at Sep. 30, 2019 | (49,759,269) | 948 | 221,022,457 | (248,054,346) | (22,728,328) |
Beginning Balance at Jun. 30, 2019 | (47,235,270) | 923 | 218,066,351 | (243,824,513) | (21,478,031) |
Share-based compensation | 679,600 | 679,600 | |||
Asset acquisition | 1,773,369 | 25 | 1,407,628 | 365,716 | |
Debt modification | 868,878 | 868,878 | |||
Net (loss) | (5,845,846) | (4,229,833) | (1,616,013) | ||
Ending Balance at Sep. 30, 2019 | $ (49,759,269) | $ 948 | $ 221,022,457 | $ (248,054,346) | $ (22,728,328) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss before non-controlling interest | $ (11,956,978) | $ (6,574,398) |
Adjustments to reconcile net loss to net cash (used) by operating activities: | ||
Director fees paid with equity instruments | 701,399 | |
Depreciation and amortization | 113,422 | 375,986 |
Right of use asset amortization | 20,213 | |
Gain on sale of equipment | (897,664) | |
Note payable interest accretion | 922,000 | 56,962 |
Non-cash marine service revenue | (662,007) | (529,882) |
Share-based compensation | 50,600 | 311,711 |
Terminated revenue participation | (825,000) | |
Loss on debt extinguishment | 290,024 | |
Debt modification inducement | 868,878 | |
(Increase) decrease in: | ||
Accounts receivable | 485,017 | (455,917) |
Other assets | 637,793 | 209,307 |
Increase (decrease) in: | ||
Accounts payable | 2,087,204 | 724,504 |
Accrued expenses and other | 3,615,904 | 2,407,524 |
NET CASH (USED) BY OPERATING ACTIVITIES | (3,651,531) | (4,371,867) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Deposit related to the future sale of marine assets | 1,003,662 | |
Purchase of property and equipment | (15,492) | (9,624) |
NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES | (15,492) | 994,038 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Restricted cash held as collateral | (125) | |
Proceeds from issuance of notes payable | 1,409,980 | 1,675,000 |
Settlement receipts from contractual obligation | 15,000,000 | |
Payment of contractual obligation | (14,000,000) | |
Payment of operating lease liability | (18,755) | |
Repayment of debt obligations | (207,357) | (274,875) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,183,868 | 2,400,000 |
NET INCREASE (DECREASE) IN CASH | (2,483,155) | (977,829) |
CASH AT BEGINNING OF PERIOD | 2,786,832 | 1,108,193 |
CASH AT END OF PERIOD | 303,677 | 130,364 |
SUPPLEMENTARY INFORMATION: | ||
Interest paid | 1,114,021 | 867,442 |
Income taxes paid | ||
NON-CASH TRANSACTIONS: | ||
Acquisition of equipment with debt | $ 74,004 | |
Established right of use asset with debt obligation per ASC 842 | $ 590,612 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | Aug. 31, 2019 | Jul. 09, 2019 | Apr. 30, 2018 | Mar. 31, 2018 |
Right Of Use Asset | $ 590,612 | |||
Lease Obligation | 590,612 | |||
Accounting Standards Update 2017-01 [Member] | ||||
Percent of ownership acquired | 79.90% | |||
Business combination number of shares issued or issuable | 249,584 | |||
Fair value of common shares issued | $ 1,407,653 | |||
Monaco [Member] | ||||
Converted instrument, amount | $ 1 | |||
Back rent considered as part of loan | $ 99,366 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE A - BASIS OF PRESENTATION The accompanying unaudited 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 10-K 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 September 30, 2019 and the results of operations and cash flows for the interim periods presented. Operating results for the nine-month period ended September 30, 2019 are not necessarily indicative of the results that may be expected for the full year. Recent accounting pronouncements Accounting standards to be or was In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases W an operating during the period ended September 30, 2019 as well as one subsequent to this quarter for we w H In July 2017, the FASB issued Accounting Standards Update No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). 470-20, Accounting standards not yet adopted In March 2018, the FASB issued ASU No. 2018-05, Income Taxes G 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 | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding our 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 consolidated financial statements include the accounts of the Company and its majority owned, non-controlling non-wholly Use of Estimates Management used estimates and assumptions in preparing these consolidated financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used. Revenue Recognition and Accounts Receivable In accordance with Topic A.1. in SAB 13 as well as ASU 2019-09, Account receivables are based on amounts billed to customers. Generally accepted accounting principles state an estimate is to be made for an allowance for doubtful accounts. We have determined no allowance is currently necessary. If we were to have a recorded allowance, the accounts receivable would be stated net of the recorded allowance. Cash and Cash Equivalents Cash, cash equivalents and restricted cash 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. We have $10,135 of restricted cash for collateral related to a corporate credit card program. Long-Lived Assets Our policy is to recognize impairment losses relating to long-lived assets in accordance with the Accounting Standards Codification (“ASC”) topic for 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 engines or generators) that enhance or extend the useful life of vessel related assets qualify to be capitalized and depreciated over the useful life or remaining life of that asset, whichever was shorter. Certain major repair items required by industry standards to ensure a vessel’s seaworthiness also qualified to be capitalized and depreciated over the period of time until the next scheduled planned major maintenance for that item. 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. In periods when the Company has income, the Company would calculate basic earnings per share using the two-class Earnings Per Share. two-class two-class two-class 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 treasury stock method to compute potential common shares from stock options and warrants and the if-converted if-converted two-class For the nine-months ended September 30, 2019 and 2018, the weighted average common shares outstanding year-to-date The potential common shares in the following tables represent potential common shares calculated using the treasury stock method from outstanding options, stock awards and warrants that were excluded from the calculation of diluted EPS: Three Nine September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Average market price during the period $ 4.72 $ 7.89 $ 5.35 $ 7.05 In the money potential common shares from options excluded 9,449 14,689 10,984 13,759 In the money potential common shares from warrants excluded 30,507 66,465 41,046 60,084 Potential common shares from out of the money options and warrants were also excluded from the computation of diluted EPS because calculation of the associated potential common shares has an anti-dilutive effect on EPS. The following table lists options and warrants that were excluded from diluted EPS: Three Months Ended Nine-Months Ended Per share September 30, September 30, September 30, September 30, Out of the money options excluded: $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 $5.76 196,135 — 196,135 — $7.16 700,000 — 700,000 — $12.00 — 50,000 — 50,000 Total excluded 1,112,293 266,158 1,112,293 266,158 The weighted average 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 Nine Months Ended September 30, September 30, September 30, September 30, Potential common shares from unvested restricted stock awards excluded from EPS 41,667 132,826 41,667 132,826 The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share: Three Nine September 30, September 30, September 30, September 30, Net income (loss) $ (4,229,833 ) $ (1,309,275 ) $ (8,172,000 ) $ (3,695,592 ) Numerator, basic and diluted net income (loss) available to stockholders $ (4,229,833 ) $ (1,309,275 ) $ (8,172,000 ) $ (3,695,592 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 9,456,300 8,466,909 9,301,796 8,466,909 Common shares outstanding for basic 9,456,300 8,466,909 9,301,796 8,466,909 Shares used in computation – diluted: Common shares outstanding for basic 9,456,300 8,466,909 9,301,796 8,466,909 Shares used in computing diluted net income per share 9,456,300 8,466,909 9,301,796 8,466,909 Net (loss) per share – basic $ (0.45 ) $ (0.15 ) $ (0.88 ) $ (0.44 ) Net (loss) per share – diluted $ (0.45 ) $ (0.15 ) $ (0.88 ) $ (0.44 ) 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 J 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 loans payable. We carry cash and cash equivalents, accounts payable and accrued liabilities, 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. Redeemable preferred stock has been carried at historical cost and accreted carrying values to estimated redemption values over the term of the financial instrument. 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 Derivatives and Hedging Fair Value Hierarchy The three levels of inputs that may be used to measure fair value are as follows: Level 1. Level 2. non-binding Level 3. non-binding non-binding Redeemable Preferred Stock If we issue redeemable preferred stock instruments (or any other redeemable financial instrument), they are initially evaluated for possible classification as a liability in instances where redemption is certain to occur pursuant to ASC 480 – Distinguishing Liabilities from Equity Subsequent Events We have evaluated subsequent events for recognition or disclosure through the date this Form 10-Q |
Accounts Receivable and Other
Accounts Receivable and Other | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Accounts Receivable and Other | NOTE C – ACCOUNTS RECEIVABLE AND OTHER Our accounts receivable consist of the following: September 30, 2019 December 31, 2018 Trade $ 28,159 $ 9,466 Related party 234,955 664,596 Other 41,290 115,359 Total accounts receivable and other $ 304,404 $ 789,421 Monaco and its affiliates owe us $141,738 and $612,498 for the periods ended September CIC LLC (“CIC”), deep-sea September September r |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE D – RELATED PARTY TRANSACTIONS Based on the economic substance of our prior continue to September September I During 2018 we entered into a services agreement with and continue to provide services to a deep-sea CIC CIC CIC September F During September plus break-up-fee. break-up fee most likely third break-up fee During the quarter ended September 30, 2019, we received an earnest money deposit of $450,000 from a company controlled by Greg Stemm, our past Chairman of the Board. The earnest money deposit relates to a draft agreement related to potential sell of a stake of our equity in CIC. As of this report date, this transaction has not yet been consummated. The deposit is included in accrued expenses and other in our statement of consolidated balance sheets. |
Exploration License
Exploration License | 9 Months Ended |
Sep. 30, 2019 | |
Exploration License [Abstract] | |
Exploration License | NOTE E On July 9 a interest in Corporation (PNG) Limited that was organized 2017-01 which were more clearly evident and, thus, more reliably measurable at the date of acquisition under ASC 805-50-30-2 Initial Measurement 360-10-35-21 Subsequent Measurement. The consideration paid for the asset acquisition consisted of the following: Fair value of 249,584 common shares issued $ 1,407,653 Direct transaction costs 46,113 Total consideration paid $ 1,453,766 The consideration was allocated as follows: Intangible asset- exploration license rights $ 1,821,251 Current assets 1,747 Current liabilities (3,516 ) Less: Non-controlling (365,716 ) Total net assets acquired $ 1,453,766 Included in this acquisition are the rights Bismarck’s exploration license which is renewable every two years. Per 350-30-35-3, management has deemed the rights to this license to have an indefinite life. In determining if the rights to the license has an indefinite or finite life required us to consider the nature of the renewal process and any additional economic factors, if any, required when renewing this license. We currently expect to use and renew the related license indefinitely, and we do not believe there are currently any legal, regulatory, or contractual provisions that are expected to limit the useful life of the related exploration license or indicate that the useful life is other than indefinite. The exploration license is also not dependent on, or specifically associated with, another asset or group of assets that would limit the useful life of the intangible asset or indicate that the useful life is other than indefinite. Management’s assumptions regarding our ability to successfully renew or extend the exploration license are based on Bismarck’s historical experience. Bismarck was established in and they have historically renewed and extended the exploration license without a lapse in their ability to use the license. The license has also never been revoked. We will not incur significant maintenance costs related to the license. There is an annual fee due of approximately $14,000 to maintain the license. This amount is much less than the carrying amount of the license and the cost is not expected to prohibit continued renewals of the license in the future. Based on all the factors considered above, management believes it is appropriate to assign indefinite useful life to the acquisition of the rights for the exploration license. |
Investments In Unconsolidated E
Investments In Unconsolidated Entities | 9 Months Ended |
Sep. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments In Unconsolidated Entities | NOTE F Neptune Minerals, Inc. (NMI) Our current investment in NMI consists of 3,092,488 Class B Common non-voting non-voting non-voting Although we are a shareholder of NMI, we have no representation on the board of directors or in management of NMI and do not hold any Class A voting shares. We are not involved in the management of NMI nor do we participate in their policy-making. Accordingly, we are not the primary beneficiary of NMI. As of September Chatham Rock Phosphate, Limited. During 2012, we performed deep-sea Debt and Equity Securities CIC LLC In 2018, began providing services to CIC LLC, a company controlled by Greg Stemm, the past Chairman of the Board for Odyssey (See NOTE D for related parties). This company is pursuing deep water mining permits in foreign waters. Due to the initial structure of the company, we determined this venture to be a VIE consistent with ASU 2015-2. We have determined that we are not the primary beneficiary of the VIE and, therefore, we have not consolidated this entity. Additionally, we also will record the investment under the cost method as we have determined we do not exercise significant influence over the entity. We will assess our investment for impairment annually and, if a loss in value is deemed other than temporary, an impairment charge will be recorded. At September We account for the investments we make in certain legal entities in which equity investors do not have (1) sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support, or (2) as a group, the holders of the equity investment at risk do not have either the power, through voting or similar rights, to direct the activities of the legal entity that most significantly impact the entity’s economic performance, or (3) the obligation to absorb the expected losses of the legal entity or the right to receive expected residual returns of the legal entity. These legal entities are referred to as “variable interest entities” or “VIEs.” We would consolidate the results of any such entity in which we determined we had a controlling financial interest. We would have a “controlling financial interest” in such an entity if we had both the power to direct the activities that most significantly affect the VIE’s economic performance and the obligation to absorb the losses of, or right to receive benefits from, the VIE that could be potentially significant to the VIE. On a quarterly basis, we reassess whether we have a controlling financial interest in any investments we have in these legal entities. We determine whether any of the entities in which we have made investments is a VIE at the start of each new venture and if a reconsideration event has occurred. At such times, we also consider whether we must consolidate a VIE and/or disclose information about our involvement in a VIE. A reporting entity must consolidate a VIE if that reporting entity has a variable interest (or combination of variable interests) that will absorb a majority of the VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both. A reporting entity must consider the rights and obligations conveyed by its variable interests and the relationship of its variable interests with variable interests held by other parties to determine whether its variable interests will absorb a majority of a VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE G - INCOME TAXES During the nine September September Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. We have recorded a net deferred tax asset of $0 at September Accounting for Income Taxes September September The increase in the valuation allowance as of September year-to-date. The change in the valuation allowance is as follows: September $ 55,751,874 December 31, 2018 52,684,059 Change in valuation allowance $ 3,067,815 Our estimated annual effective tax rate as of September September We have not recognized a material adjustment in the liability for unrecognized tax benefits and have not recorded any provisions for accrued interest and penalties related to uncertain tax positions. The earliest tax year still subject to examination by a major taxing jurisdiction is 2015. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE H Legal Proceedings The Company may be subject to a variety of claims and suits that arise from time to time in the ordinary course of business. We are not a party to any litigation as a defendant where a loss contingency is required to be reflected in our consolidated financial statements. Contingency During , our Board of Directors approved the grant and potential future issuance of million new equity shares of Oceanica Resources, S.R.L. to two attorneys for their future services. This equity is only issuable upon the Mexican government’s issuance of the Environmental Impact Assessment (“EIA”) for our Mexican subsidiary. This grant of new shares was also approved by the Administrators of Oceanica Resources, S.R.L. We also owe consultants contingent success fees of up to $ upon the approval and issuance of the EIA. The EIA has not been issued as of the date of this report. See NOTE M 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 our success in developing and monetizing our interests in mineral exploration entities, generating income from exploration charters, collecting on amounts owed to us, and completing the MINOSA/Penelope equity financing transaction approved by our stockholders on June 9, 2015. Our business plan requires us to generate new cash inflows to effectively allow us to perform our planned projects. We 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 is not sufficient to meet our desired projected business plan requirements, we will be required to follow a contingency business plan which is based on curtailed expenses and fewer cash requirements. On March , , we entered into a Stock Purchase Agreement with Minera del Norte S.A. de c.v. (“MINOSA”) and Penelope Mining LLC (“Penelope”), an affiliate of MINOSA, pursuant to which (a) MINOSA agreed to extend short-term, debt financing to Odyssey of up to $ million, and (b) Penelope agreed to invest up to $ million over three years in convertible preferred stock of Odyssey. The equity financing is subject to the satisfaction of certain conditions, including the approval of our stockholders which occurred on June , , and MINOSA and Penelope are currently under no obligation to make the preferred share equity investments. Our consolidated non-restricted September S eptember I September Lease commitment In August 2019, we entered into with an operating lease for our corporate office space under a non-cancellable At September 30, 2019 the ROU asset and lease obligation were, $570,398 and $571,856, respectively. The remaining lease payment obligations are as follows: Year ending December 31, Annual payment 2019 $ 35,368 2020 143,241 2021 147,539 2022 151,965 2023 156,524 2024 92,884 $ 727,521 During the third quarter of 2019, we entered into a five-year lease at the location of our corporate office space in Tampa, Florida to support our marine operations. The lease is effective October 1, 2019 and has monthly lease payments ranging from $4,040 to $4,547, not including sales tax, over the five-year term. The total five-year cash lease obligation is $257,430. We will account for this lease under ASC 842 which will result in our recording of a right of use asset and lease obligation of $202,424. The discount used in determining the right of use asset was 10%. The five-year lease payment obligations are as follows: Year ending December 31, Annual payment 2019 $ 12,122 2020 48,852 2021 50,317 2022 51,827 2023 53,382 2024 40,930 $ 257,430 |
Loans Payable
Loans Payable | 9 Months Ended |
Sep. 30, 2019 | |
Text Block [Abstract] | |
Loans Payable | NOTE I –LOANS PAYABLE The Company’s consolidated debt consisted of the following carrying values at: September 30, 2019 December 31, 2018 Note 1 – Monaco 2014 $ 2,800,000 $ 2,800,000 Note 2 – Monaco 2016 1,175,000 1,175,000 Note 3 – MINOSA 1 14,750,001 14,750,001 Note 4 – Epsilon 1,000,000 1,000,000 Note 5 – SMOM 3,500,000 3,500,000 Note 6 – MINOSA 2 5,050,000 5,050,000 Note 7 – Monaco 2018 1,099,366 1,099,366 Note 8 – Promissory note 1,286,645 74,621 Note 9 – Litigation financing 1,409,980 — $ 32,070,992 $ 29,448,988 Note 1 – Monaco 2014 On August 14, 2014, we entered into a Loan Agreement with Monaco Financial, LLC (“Monaco”), a strategic marketing partner, pursuant to which Monaco agreed to lend us up to $10.0 million. The loan was issued in three tranches: (i) $5.0 million (the “First Tranche”) was advanced upon execution of the Loan Agreement; (ii) $2.5 million (the “Second Tranche”) was advanced on October 1, 2014; and (iii) $2.5 million (the “Third Tranche”) was advanced on December 1, 2014. The Notes bear interest at a rate equal to 11% per annum. The Notes also contain an option whereby Monaco can purchase shares of Oceanica held by Odyssey (the “Share Purchase Option”) at a purchase price that is the lower of (a) $3.15 per share or (b) the price per share of a contemplated equity offering of Oceanica which totals $1.0 million or more in the aggregate. The share purchase option was not clearly and closely related to the host debt agreement and required bifurcation . On December 10, 2015, these promissory notes were amended as part of the asset acquisition agreement with Monaco (See NOTE R in our Form 10-K December 31, 2017 April 1, 2018 re-priced September September Note 2 – Monaco 2016 In March 2016, Monaco agreed to lend us an additional $1,825,000. These loan proceeds were received in full during the first quarter of 2016. The indebtedness bears interest at 10.0% percent per year. All principal and any unpaid interest were due on April 15, 2018 Se p (a) one-half September 25, 2015 deep-tow Accounting considerations ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The option to purchase the OMO Collateral is an embedded feature that is not clearly and closely related to the host debt agreement and thus requires bifurcation. Because the option is out of the money, it has no material fair value as of the inception date or currently. The debt agreement did not contain any additional embedded terms or features that have characteristics of derivatives. However, we were required to consider whether the hybrid contract embodied a beneficial conversion feature (“BCF”). The calculation of the effective conversion amount did result in a BCF because the effective conversion price was less than the market price on the date of issuance, therefore a BCF of $456,250 was recorded. This BCF has been fully amortized as of March 31, 2018. For the three months ended S eptember Loan modification (December 2015) In connection with the Acquisition Agreement entered into with Monaco on December 10, 2015, Monaco agreed to modify certain terms of the loans as partial consideration for the purchase of assets. For the First Tranche ($5,000,000 advanced on August 14, 2014), Monaco agreed to cease interest as of December 10, 2015 and reduce the loan balance by (i) the cash or other value received from the SS Central America December 31, 2017 December 31, 2017 On December 10, 2015, the Monaco call option related to the Oceanica shares held by us was extended until December 31, 2017 Loan modification (March 2016) In connection with the $1.825 million loan agreement with Monaco in March 2016, the existing $2.8 million notes were modified. Of the combined total indebtedness of Monaco’s Note 1 and Note 2, Monaco can convert this debt into 3,174,603 shares of Oceanica at a fixed conversion price of $1.00 per share, or $3,174,603. Any remaining debt in excess of $3,174,603 is not convertible. Additionally, the modification eliminated Monaco’s option (“share purchase option”) to purchase 3,174,603 shares of Oceanica stock at a price of $3.15 per share. The modification was analyzed under ASC 480 Distinguishing Liabilities from Equity 470-50-40-10 pre-modification pre-modification 470-50-40-2 Note 3 – MINOSA On March 11, 2015, in connection with a Stock Purchase Agreement, Minera del Norte, S.A. de C.V. (“MINOSA”) agreed to lend us up to $14.75 million. The entire $14.75 million was loaned in five advances from March 11 through June 30, 2015. The outstanding indebtedness bears interest at 8.0% percent per annum. The Promissory Note was amended on April 10, 2015 and on October 1, 2015 so that, unless otherwise converted as provided in the Note, the adjusted principal balance shall be due and payable in full upon written demand by MINOSA; provided that MINOSA agreed that it shall not demand payment of the adjusted principal balance earlier than the first to occur of: (i) 30 days after the date on which (x) SEMARNAT makes a determination with respect to the current application for the Manifestacion de Impacto Ambiental relating to phosphate deposit project, which determination is other than an approval or (y) Odyssey Marine Enterprises or any of its affiliates withdraws such application without MINOSA’s prior written consent; (ii) termination by Odyssey of the Stock Purchase Agreement, dated March 11, 2015 (the “Purchase Agreement”), among Odyssey, MINOSA, and Penelope Mining, LLC (the “Investor”); (iii) the occurrence of an event of default under the Promissory Note; (iv) December 31, 2015; or (v) if and only if the Investor shall have terminated the Purchase Agreement pursuant to Section 8.1(d)(iii) thereof, March 30, 2016. This indebtedness is classified as short-term debt. In connection with the loans, we granted MINOSA an option to purchase our 54% interest in Oceanica for $40.0 million (the “Oceanica Call Option”). On March 11, 2016, the Oceanica Call has expired. Completion of the transaction requires amending the Company’s articles of incorporation to (a) effect a reverse stock split, which was implemented on February 19, 2016, (b) adjusting the Company’s authorized capitalization, which was also implemented on February 19, 2016, and (c) establishing a classified board of directors (collectively, the “Amendments”). The Amendments have been or will be set forth in certificates of amendment to the Company’s articles of incorporation filed or to be filed with the Nevada Secretary of State. As collateral for the loan, we granted MINOSA a security interest in the Company’s 54% interest in Oceanica. The outstanding principal balance of this debt was $14.75 million at September September Accounting considerations We have accounted for this transaction as a financing transaction, wherein the net proceeds received were allocated to the financial instruments issued. Prior to making the accounting allocation, we evaluated for proper classification under ASC 480 Distinguishing Liabilities from Equity Derivatives and Hedging Property, Plant and Equipment This debt agreement did not contain any embedded terms or features that have characteristics of derivatives. The Oceanica Call Option is considered a freestanding financial instrument because it is both (i) legally detachable and (ii) separately exercisable. The Oceanica Call Option did not fall under the guidance of ASC 480. Additionally, it did not meet the definition of a derivative under ASC 815 because the option has a fixed value of $40.0 million and does not contain an underlying variable which is indicative of a derivative. This instrument is considered an option contract for a sale of an asset. The guidance applied in this case is ASC 360-20, Based on the previous conclusions, we allocated the cash proceeds first to the debt at its present value using a market rate of 15%, which is management’s estimate of a market rate loan for the Company, with the residual allocated to the Oceanica Call Option, as follows: Tranche 1 Tranche 2 Tranche 3 Tranche 4 Tranche 5 Total Promissory Note $ 1,932,759 $ 5,826,341 $ 2,924,172 $ 1,960,089 $ 1,723,492 $ 14,366,853 Deferred Income (Oceanica Call Option) 67,241 173,659 75,828 39,911 26,509 383,148 Proceeds $ 2,000,000 $ 6,000,000 $ 3,000,000 $ 2,000,000 $ 1,750,0001 $ 14,750,001 The call option amount of $383,148 represented a debt discount. This discount has been fully accreted up to face value using the effective interest method. Note 4 – Epsilon On March 18, 2016 we entered into a Note Purchase Agreement (“Purchase Agreement”) with Epsilon Acquisitions LLC (“Epsilon”). Pursuant to the Purchase Agreement, Epsilon loaned us $3.0 million in two installments of $1.5 million on March 31, 2016 and April 30, 2016. The indebtedness bears interest at a rate of 10% per annum and was due on March 18, 2017. We were also responsible for $50,000 of the lender’s out of pocket costs. This amount is included in the loan balance. In pledge agreements related to the loans, we granted security interests to Epsilon in (a) the 54 million cuotas (a unit of ownership under Panamanian law) of Oceanica Resources S. de R.L. (“Oceanica”) held by our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd. (“OME”), (b) all notes and other receivables from Oceanica and its subsidiary owed to the Odyssey Pledgors, and (c) all of the outstanding equity in OME. Epsilon has the right to convert the outstanding indebtedness 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 $5.00 per share, which represents the five-day Pursuant to the Purchase Agreement (a) we agreed to waive our rights to terminate the Stock Purchase Agreement in accordance with the terms thereof until December 31, 2016, and (b) MINOSA agreed to extend, until March 18, 2017, the maturity date of the $14.75 million loan extended by MINOSA to OME pursuant to the Stock Purchase Agreement. The indebtedness may be accelerated upon the occurrence of specified events of default including (a) OME’s failure to pay any amount payable on the date due and payable; (b) OME or we fail to perform or observe any term, covenant, or agreement in the Purchase Agreement or the related documents, subject to a five-day In connection with the execution and delivery of the Purchase Agreement, we and Epsilon entered into a registration rights agreement pursuant to which we agreed to register new shares of our common stock with a formal registration statement with the Securities and Exchange Commission upon the conversion of the indebtedness. Accounting considerations We have accounted for this transaction as a financing transaction, wherein the net proceeds received were allocated to the financial instruments issued. Prior to making the accounting allocation, we evaluated the transaction for proper classification under ASC 480 Distinguishing Liabilities from Equity Derivatives and Hedging Property, Plant and Equipment This debt agreement did not contain any embedded terms or features that have characteristics of derivatives. However, we were required to consider whether the hybrid contract embodied a beneficial conversion feature (“BCF”). The calculation of the effective conversion amount did result in a BCF because the effective conversion price was less than the Company’s stock price on the date of issuance, therefore a BCF of $96,000 was recorded. The BCF represents a debt discount which was amortized over the life of the loan. Loan modification (October 1, 2016) On October 1, 2016 Odyssey Marine Enterprises, Ltd. (“OME”), entered into an Amended and Restated Note Purchase Agreement (the “Restated Note Purchase Agreement”) with Epsilon Acquisitions LLC (“Epsilon”). In connection with the existing $3.0 million loan agreement, Epsilon agreed to lend an additional $3.0 million evidenced by secured convertible promissory notes. The convertible promissory notes bear an interest rate of 10.0% per annum and are due and payable on March 18, 2017 five-day As an inducement for the issuance of the additional $3.0 million of promissory notes, we also delivered to Epsilon a common stock purchase warrant (the “Warrant”) pursuant to which Epsilon has the right to purchase up to 120,000 shares of our common stock at an exercise price of $3.52 per share, which exercise price represents the five-day October 1, 2021 Accounting considerations for additional tranches We evaluated for proper classification under ASC 480 Distinguishing Liabilities from Equity Derivatives and Hedging Property, Plant and Equipment Tranche 3 Tranche 4 Tranche 5 Promissory Note $ 981,796 $ 939,935 $ 1,000,000 Beneficial Conversion Feature (“BCF”)* 18,204 60,065 — Proceeds $ 1,000,000 $ 1,000,000 $ 1,000,000 A beneficial conversion feature arises when the calculation of the effective conversion price is less than the Company’s stock price on the date of issuance. Tranche 5 did not result in a BCF because the effective conversion price was greater than the company’s stock price on the date of issuance. The Warrant’s fair value was calculated using Black-Scholes Merton (“BSM”). The aggregate fair value of the Warrant totaled $303,712. Since the Warrant was issued as an inducement to Epsilon to issue additional debt, we recorded an inducement expense of $303,712. For the three months ended September Term Extension (March 21, 2017) On March 21, 2017 we entered into an amendment to the Restated Note Purchase Agreement with Epsilon. In connection with the existing $6.0 million of indebtedness, the adjusted principal balance is due and payable in full upon the earlier of (i) written demand by Epsilon or (ii) such time as Odyssey or the guarantor pays any other indebtedness for borrowed money prior to its stated maturity date. As such the Company amortized the notes up to their face value of $6,050,000 and they are classified as short-term. However, since Epsilon converted the first $3.0 million into 670,455 of our common shares and assigned $2.0 million to MINOSA, the current principal indebtedness at September Note 5 – SMOM On May 3, 2017, we entered into a Loan and Security Agreement (“Loan Agreement”) with SMOM. Pursuant to the Loan Agreement, SMOM agreed to loan us up to $3.0 million as evidenced by a convertible promissory note. As a commitment fee, we assigned the remaining 50% of our Neptune Minerals, LLC receivable to SMOM. This receivable had zero carrying value on our balance sheet and due to the age and collectability was deemed to have no fair value. The indebtedness bears interest at a rate of 10% per annum and matures on the second anniversary of this Loan Agreement which is May 3, 2019. On April 20, 2018, the loan was amended, and the principal amount of the Loan was increased to $3.5 million. The loan balance at September September Accounting considerations We have accounted for this transaction as a financing transaction, wherein the net proceeds received were allocated to the financial instruments issued. Prior to making the accounting allocation, we evaluated for proper classification under ASC 480 Distinguishing Liabilities from Equity Derivatives and Hedging Property, Plant and Equipment This debt agreement did not contain any embedded terms or features that have characteristics of derivatives. However, we were required to consider whether the hybrid contract embodied a beneficial conversion feature (“BCF”). The calculation of the effective conversion amount did not result in a BCF because the effective conversion price was equal to the Company’s stock price on the date of issuance. Note 6 – MINOSA 2 On August 10, 2017, we entered into a Note Purchase Agreement (the “Minosa Purchase Agreement”) with MINOSA. Pursuant to the Minosa Purchase Agreement, MINOSA agreed to loan Enterprises up to $3.0 million. During 2017, we borrowed $2.7 million against this facility and Epsilon assigned $2.0 million of its debt to MINOSA. At Sept ember 75 This debt agreement did not contain any embedded terms or features that have characteristics of derivatives. However, we were required to consider whether the hybrid contract embodied a beneficial conversion feature (“BCF”). The calculation of the effective conversion amount did result in a BCF because the effective conversion price was less than the Company’s stock price on the date of issuance, therefore a BCF of $62,925 was recorded. As of December 31, 2017, all of the BCF has been accreted to the income statement. The BCF represented a debt discount that was amortized over the life of the loan. For the three months ended S eptember As previously reported, Epsilon loaned us an aggregate of $6.0 million pursuant to an amended and restated convertible promissory Minosa Note, dated as of March 18, 2016, as further amended and restated on October 1, 2016 (the “Epsilon Note”). Since then, Epsilon has assigned $2.0 million of the indebtedness under the Epsilon Note to MINOSA. Along with Epsilon, we entered into a second amended and restated convertible promissory note (the “Second AR Epsilon Note”), which further amends and restates the Epsilon Note. The stated principal amount of the Second AR Epsilon Note is $1.0 million (which reflects the outstanding principal balance remaining after giving effect to Epsilon’s (x) previous assignment of $2.0 million of the indebtedness under the Epsilon Note to MINOSA and (y) conversion of $3.0 million of the indebtedness under the Epsilon Note into shares of our common stock). The Second AR Epsilon Note further provides that the outstanding principal balance under the Second AR Epsilon Note and all accrued interest and fees are due and payable upon written demand by Epsilon; provided, that Epsilon agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Second AR Epsilon Note) or (b) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that MINOSA intends to demand payment. Upon the closing of the Minosa Purchase Agreement, along with MINOSA, and Penelope Mining LLC, an affiliate of Minosa (“Penelope”), executed and delivered a Second Amended and Restated Waiver and Consent and Amendment No. 5 to Promissory Note and Amendment No. 2 to Stock Purchase Agreement (the “Second AR Waiver”). Pursuant to the Second AR Waiver, Minosa and Penelope consented to the transactions contemplated by the Minosa Purchase Agreement and waived any breach of any representation or warranty and violation of any covenant in the Stock Purchase Agreement, dated as of March 11, 2015, as amended April 10, 2015 (the “SPA”), by and among us, Minosa, and Penelope, arising out of the Company’s execution and delivery of the Minosa Purchase Agreement and the consummation of the transactions contemplated thereby. Pursuant to the Second AR Waiver, we also waived, and agreed not to exercise our right to terminate the SPA pursuant to Section 8.1(c)(ii) thereto, both (a) until after the earlier of (i) July 1, 2018, (ii) the date that MINOSA fails, refuses, or declines to fund (or otherwise does not fund) any subsequent loan under the Minosa Purchase Agreement and (iii) demand is made for repayment of all or any part of the indebtedness outstanding under the Minosa Note, the Second AR Epsilon Note, or the Promissory Note, dated as of March 11, 2015, as amended (the “SPA Note”), in the principal amount of $14.75 million that was issued by us to MINOSA under the SPA, and (b) unless on or prior to such termination, the Notes are paid in full. The Second AR Waiver (x) further provides that following any conversion of the indebtedness evidenced by the Minosa Note, Penelope may elect to reduce its commitment to purchase our preferred stock under the SPA by the amount of indebtedness converted by MINOSA and (y) amends the SPA Note to provide that the outstanding principal balance under the SPA Note and all accrued interest and fees are due and payable upon written demand by MINOSA; provided, that Minosa agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Minosa Note) or (b) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that Minosa intends to demand payment. The obligations under the Minosa Note may be accelerated upon the occurrence of specified events of default including (a) our failure to pay any amount payable under the Minosa Note on the date due and payable; (b) our failure to perform or observe any term, covenant, or agreement in the Minosa Note or the related documents, subject to a five-day Pursuant to second amended and restated pledge agreements (the “Second AR Pledge Agreements”) entered into by us in favor of MINOSA, we pledged and granted security interests to MINOSA in (a) the 54 million cuotas (a unit of ownership under Panamanian law) of Oceanica held by us, (b) all notes and other receivables from Oceanica and its subsidiary owed to us, and (c) all of the outstanding equity in our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd. In connection with the execution and delivery of the Minosa Purchase Agreement, Odyssey and MINOSA entered into a second amended and restated registration rights agreement (the “Second AR Registration Rights Agreement”) pursuant to which Odyssey agreed to register the offer and sale of the shares (the “Conversion Shares”) of our common stock issuable upon the conversion of the indebtedness evidenced by the Minosa Note. Subject to specified limitations set forth in the Second AR Registration Rights Agreement, including that we are eligible to use Form S-3, Note 7 – Monaco 2018 During the period ended March 31, 2018, Monaco advanced us $1.0 million that was included in a loan agreement that was executed on April 20, 2018. Monaco also agreed to treat $99,366 of back rent owed by us to Monaco as part of this loan resulting in an aggregate principal amount of $1,099,366 at September September Note 8 – Promissory note On July 12, 2018, we entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”) with two individuals (the “Lenders”), one of whom holds in excess of 5.0% of our outstanding common stock. Pursuant to the Purchase Agreement, the Lenders agreed to lend an aggregate of $1,050,000 to us, which was advanced in three tranches on July 12, 2018, $500,000, August 17, 2018, $300,000 and October 4, 2018, $250,000. The indebtedness is evidenced by secured convertible promissory notes (the “Notes”) and bears interest at a rate equal to 8.0% per annum. Unless otherwise converted as described below, the entire outstanding principal balance under the Notes and all accrued interest and fees are due and payable on July 12, 2019. See “Term Extension (July 8, 2019)” below At any time after to the first to occur of (a) a sale by us of additional Notes or (b) September 12, 2018, the Lenders have the right to convert all amounts outstanding under the Notes into either (x) shares of our common stock at the conversion rate of $8.00 per share, (y) $500,000 of the indebtedness owed by Exploraciones Oceanicas S. de R. L. de C.V. (“ExO”) to Oceanica Marine Operations, S.R.L. (“OMO”), or (z) a 7.5% interest in Aldama Mining Company, S. de R. L. de C.V. (“Aldama”). We indirectly hold a controlling interest in ExO; OMO and Aldama are indirect, wholly owned subsidiaries of ours. In connection with the issuance and sale of the Notes, we issued warrants to purchase common stock (the “Warrants”) to the Lenders. The Lenders may exercise the Warrants to purchase an aggregate of 65,625 shares of our common stock at an exercise price of $12.00 per share. The Warrants are exercisable during the period commencing on the date on which the Notes are converted into shares of our common stock and ending on July 12, 2021. Pursuant to a Pledge Agreement, dated as of July 12, 2018 (the “Pledge Agreement”), our obligations under the Notes are secured by a pledge of a portion of Odyssey’s ownership interest in Aldama and another entity. Pursuant to a Registration Rights Agreement (the “Rights Agreement”) among us and the Lenders, we granted the Lenders “piggy-back” registration rights with respect to the shares of our common stock issuable upon conversion of the Notes and the exercise of the Warrants. The Purchase Agreement, the Notes, the Warrants, the Pledge Agreement, and the Rights Agreement include representations and warranties and other covenants, conditions, and other provisions customary for comparable transactions. We have accounted for this transaction as a financing transaction, wherein the net proceeds received were allocated to the financial instruments issued. Prior to making the accounting allocation, we evaluated the transaction for proper classification under ASC 480 Distinguishing Liabilities from Equity (“ASC 480”), ASC 815 Derivatives and Hedging (“ASC 815”). We determined that the debt achieved conventional convertible status and that the equity conversion option was in the money at inception which required the calculation of a beneficial conversion feature (“BCF”). The fair value of the warrants and BCF component exceeded the amount of proceeds, therefore, they were limited to the cash proceeds of $1,050,000 at December 31, 2018. As a result, there was no value allocated to the debt at inception. The debt was being accreted to face value over its term using the effective interest method. The face value of this debt was $1.05 million at September 30, 2019 and December 31, 2018. For the three months ended September 30, 2019 and 2018, interest expense in the amount of $22,877 and $20,403, respectively, was recorded. Term Extension (July 8, 2019) On July 8, 2019, Odyssey and the Lenders entered into a Second Amendment to Note and Warrant Purchase Agreement and Note and Warrant Modification Agreement (the “Second Amendment”) pursuant to which certain terms and provisions of the Notes and Warrants were amended or otherwise modified. The material terms and provisions that were amended or otherwise modified are as follows: • the maturity date of the Notes was extended by one year, to July 12, 2020; • the conversion rate of the Notes and the exercise price of the Warrants were modified to $ 5.756 • the Notes are unsecured; • the Notes are convertible only into shares of Odyssey common stock; and • the modified 8 196,135 We evaluated the amendment’s impact on the accounting for the Note in accordance with ASC 470-50-40-6 Because The extinguishment accounting resulted in a fair value reacquisition price of this debt of $1,340,024. The premium of $290,024 is being amortized over the remaining life of the debt. The related amortization for the three months ended September 30, 2019 was $53,379. The warrant modification was treated as an inducement to extend the debt therefore the fair value of the warrants of $868,878 was a period expense and charged to interest expense with an offset to equity. Note 9 – Litigation Financing On June 14, 2019, Odyssey and Exploraciones Oceánicas S. de R.L. de C.V., our Mexican subsidiary (“ExO” and, together with Odyssey, the “Claimholder”), and Poplar Falls LLC (the “Funder”) entered into an International Claims Enforcement Agreement (the “Agreement”), pursuant to which the Funder agreed to provide financial assistance to the Claimholder to facilitate the prosecution and recovery of the claim by the Claimholder against the United Mexican States under Chapter Eleven of the North American Free Trade Agreement (“NAFTA”) for violations of the Claimholder’s rights under NAFTA related to the development of an undersea phosphate deposit off the coast of Baja Sur, Mexico (the “Project”), on our own behalf and on behalf of ExO and United Mexican States (the “Subject Claim”). Pursuant to the Agreement, the Funder agreed to specified fees and expenses regarding the Subject Claim (the “Claims Payments”) incrementally and at the Funder’s sole discretion. During the quarter ended September 30, 2019, we received $1,409,980 under this financing arrangement. The carrying and face value of this obligation at September 30, 2019 was $1,409,980. Under the terms of the Agreement, the Funder agreed to make Claims Payments in an aggregate amount not to exceed $6,500,000 (the “Maximum Investment Amount”). The Maximum Investment Amount will be made available to the Claimholder in two phases, as set forth below: (a) a first phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $ 1,500,000 (b) a second phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $ 5,000,000 Upon exhaustion of the Phase I Investment Amount, the Claimholder will have the option to request Tranche A of the Phase II Investment Amount, consisting of funding up to $3.5 million (“Tranche A Committed Amount”). Upon exhaustion of the Tranche A Committed Amount, the Claimholder will have the option to request Tranche B of the Phase II Investment Amount, consisting of funding of up to $1.5 million (“Tranche B Committed Amount”). The Claimholder must exercise its option to receive the Tranche A Committed Amount in writing, no less than thirty days before submitting a Funding Request to the Funder under Tranche A. The Claimholder must exercise its option to receive the Tranche B Committed Amount in writing within forty-five days after the exhaustion of the Tranche A Committed Amount. Pursuant to the Agreement, the Claimholder agreed that, upon exercising the Claimholder’s option to receive funds under Phase I, Tranche A of Phase II, or Tranche B of Phase II, the Funder will be the sole source of third-party funding for the specified fees and expenses of the Subject Claim under each respective phase and tranche covered by the option exercised, and the Claimholder will obtain funding for such fees and expenses only as set forth in the Agreement. The Funder was due Upon the Funder making Claims Payments to the Claimholder or its designees in an aggregate amount equal to the Maximum Investment Amount, the Funder has the option to continue funding the specified fees and expenses in relation to the Subject Claim on the same terms and conditions provided in the Agreement. The Funder must exercise its option to continue funding in writing, within thirty days after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment Amount. If the Funder exercises its option to continue funding, the parties agreed to attempt in good faith to amend the Agreement to provide the Funder with the right to provide at the Funder’s discretion funding in excess of the Maximum Investment Amount, in an amount up to the greatest amount that may then be reasonably expected to be committed for investment in Subject Claim. If the Funder declines to exercise its option, the Claimholder may negotiate and enter into agreements with one or more third parties to provide funding, which shall be subordinate to the Funder’s rights under the Agreement. The Agreement provides that the Claimholder may at any time without the consent of the Funder either settle or refuse to settle the Subject Claim for any amount; provided, however, that if the Claimholder settles the Subject Claim without the Funder’s consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the value of the Recovery Percentage (as defined below) will be deemed to be the greater of (a) the Recovery Percentage (under Phase I or Phase II, as applicable), or (b) the total amount of all Claims Payments made in connection with such Subject Claim multiplied by three (3). If the Claimholder ceases the Subject Claim for any reason other than (a) a full and final arbitral award against the Claimholder or (b) a full and final monetary settlement of the claims, including in particular, for a grant of an environmental permit to the Claimholder allowing it to proceed with the Project (with or without a monetary component), all Claims Payments under Phase I and, if Claimholder has exercised the corresponding option, the Tranche A Committed Amount and Tranche B Committed Amount, shall immediately convert to a senior secured liability of the Claimholder. This sum shall incur an annualized internal rate of return (IRR) of 50.0% retroactive to the date each Funding Request was paid by the Funder (under Phase I), or, to the conversion |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2019 | |
Federal Home Loan Banks [Abstract] | |
Stockholders' Equity (Deficit) | NOTE J Common Stock On October 31, 2018, we sold in the aggregate 700,000 shares of our common stock and warrants to purchase up to 700,000 shares of our common stock. The common stock and warrants were sold in units, with each unit consisting of one share of common stock and a warrant to purchase one share of common stock. The purchase price for each unit is $7.155. The warrants have an exercise price of $7.155 per share of common stock and are exercisable in accordance with their terms at any time on or before the close of business on November 2, 2023. On July 9, 2019, we acquired a 79.9% interest in Bismarck Mining Corporation (PNG) Limited (“Bismarck”), a Papua New Guinea company (see NOTE E). The consideration we paid to the seller for Bismarck was 249,584 shares of our common stock. Convertible Preferred Stock On March 11, 2015, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Penelope Mining LLC (the “Investor”), and, solely with respect to certain provisions of the Purchase Agreement, Minera del Norte, S.A. de C.V. (the “Lender”). The Purchase Agreement provides for the Company to issue and sell to the Investor shares of the Company’s preferred stock in the amounts set forth in the following table (numbers have been adjusted for the February 2016 reverse stock split): Convertible Preferred Stock Shares Price Per Share Total Investment Series AA-1 8,427,004 $ 12.00 $ 101,124,048 Series AA-2 7,223,145 $ 6.00 43,338,870 15,650,149 $ 144,462,918 The Investor’s option to purchase the Series AA-2 20 The closing of the sale and issuance of shares of the Company’s preferred stock to the Investor is subject to certain conditions, including the Company’s receipt of required approvals from the Company’s stockholders, the receipt of regulatory approval, performance by the Company of its obligations under the Stock Purchase Agreement, the listing of the underlying common stock on the NASDAQ Stock Market and the Investor’s satisfaction, in its sole discretion, with the viability of certain undersea mining projects of the Company. This transaction received stockholders’ approval on June 9, 2015. Completion of the transaction requires amending the Company’s articles of incorporation to (a) effect a reverse stock split, which was done on February 19, 2016, (b) adjusting the Company’s authorized capitalization, which was also done on February 19, 2016, and (c) establishing a classified board of directors (collectively, the “Amendments”). The Amendments have been or will be set forth in certificates of amendment to the Company’s articles of incorporation filed or to be filed with the Nevada Secretary of State. Series AA Convertible Preferred Stock Designation The Purchase Agreement provides for the issuance of up to 8,427,004 shares of Series AA-1 AA-1 AA-2 AA-2 Dividends Liquidation Preference 360-day 30-day Voting Rights Conversion Rights non-assessable Adjustments to Conversion Rights Accounting considerations As stated above, the issuance of the Series AA Convertible Preferred Stock is subject to certain contingencies. No accounting treatment determination is required until these contingencies are met and the Series AA Convertible Preferred Stock has been issued. However, we have analyzed the instrument to determine the proper accounting treatment that will be necessary once the instruments have been issued. ASC 480 generally requires liability classification for financial instruments that are certain to be redeemed, represent obligations to purchase shares of stock or represent obligations to issue a variable number of common shares. We concluded that the Series AA Preferred was not within the scope of ASC 480 because none of the three conditions for liability classification was present. ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. However, in order to perform this analysis, we were first required to evaluate the economic risks and characteristics of the Series AA Convertible Preferred Stock in its entirety as being either akin to equity or akin to debt. Our evaluation concluded that the Series AA Convertible Preferred Stock was more akin to an equity-like contract largely due to the fact that most of its features were participatory in nature. As a result, we concluded that the embedded conversion feature is clearly and closely related to the host equity contract and will not require bifurcation and liability classification. The option to purchase the Series AA-2 Warrants In conjunction with our October 31, 2018 equity offering, we issued warrants to purchase up to 700,000 shares of our common stock. The related common stock and warrants were sold in units, with each unit consisting of one share of common stock and a warrant to purchase one share of common stock. The warrants have an exercise price of $7.155 per share of common stock and are exercisable in accordance with their terms at any time on or before the close of business on November 2, 2023. In conjunction with the Restated Note Purchase Agreement related to Note 4 – Epsilon in NOTE I In conjunction with the Note and Warrant Purchase Agreement related to Note 8 – Operating loan 2018 in NOTE I an aggregate of Stock-Based Compensation We have two stock incentive plans approved by stockholders. The first is the 2005 Stock Incentive Plan that expired in August 2015. After the expiration of this plan, equity instruments cannot be granted but this plan shall continue in effect until all outstanding awards have been exercised in full or are no longer exercisable and all equity instruments have vested or been forfeited. On June 9, 2015, our stockholders approved our 2015 Stock Incentive Plan (the “Plan”) that was adopted by our Board of Directors (the “Board”) on January 2, 2015, which is the effective date. The plan expires on the tenth anniversary of the effective date. The Plan provides for the grant of incentive stock options, non-qualified non-qualified Share-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest. As share-based compensation expense recognized in the statement of operations is based on awards ultimately expected to vest, it can be reduced for estimated forfeitures. The ASC topic Stock Compensation requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The share-based compensation charged against income for the three-month period ended September 30, 2019 and 2018 was $679,600 and $103,904, respectively. The amount for the period ended September 30, 2019 includes $675,000 of equity-based compensation issued from a subsidiary for director fees. The share-based compensation charged against income for the nine-month period ended September 30, 2019 and 2018 was $751,996 and $311,712, respectively. On March 26, 2019, our Board of Directors adopted and approved the 2019 Stock Incentive Plan, which was approved by our stockholders on June 3, 2019. The plan expires on June 3, 2029. The Plan provides for the grant of incentive stock options, non-qualified We did not grant employee stock options in the three-month periods ended September |
Concentration of Credit Risk
Concentration of Credit Risk | 9 Months Ended |
Sep. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | NOTE K We maintain the majority of our cash at one financial institution. At September 30, 2019, our uninsured cash balance was $103,195. We do not currently have any debt obligations with variable interest rates. |
Revenue Participation Rights
Revenue Participation Rights | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Participation Rights | NOTE L The Company’s participating revenue rights consisted of the following at: September 30, 2019 December 31, 2018 “ Cambridge $ — $ 825,000 “ Seattle 62,500 62,500 Galt Resources, LLC ( HMS Victory 3,756,250 3,756,250 Total revenue participation rights $ 3,818,750 $ 4,643,750 “ Cambridge ” project We previously sold Revenue Participation Certificates (“RPCs”) that represent the right to share in our future revenues derived from the “ Cambridge Each $50,000 convertible “ Cambridge” Cambridge Cambridge Cambridge “ Seattle ” project In a private placement that closed in September 2000, we sold “units” consisting of “ Republic” Seattle Republic Seattle The participating rights balance will be amortized under the units of revenue method once management can reasonably estimate potential revenue for each of these projects. The RPCs for the “ Cambridge Seattle” Galt Resources, LLC In February 2011, we entered into a project syndication deal with Galt Resources LLC (“Galt”) for which they invested $7,512,500 representing rights to future revenues of any one project Galt selected prior to December 31, 2011. If the project is successful and generates sufficient proceeds, Galt will recoup their investment plus three times the investment. Galt’s investment return will be paid out of project proceeds. Galt will receive 50% of project proceeds until this amount is recouped. Thereafter, they will share in additional net proceeds of the project at the rate of 1% for every million invested. Subsequent to the original syndication deal, we reached an agreement permitting Galt to bifurcate their selection between two projects, the SS Gairsoppa Victory Victory Victory Gairsoppa Gairsoppa Victory |
Other Debt
Other Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Other Debt | NOTE M We currently owe a vendor approximately $0.6 million as a trade payable. This trade payable bears a simple annual interest rate of 12%. As collateral, the vendor was granted a primary lien on certain of our equipment. The carrying value of this equipment is zero. This agreement matured in August of 2018. During the period |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Recent accounting pronouncements | Recent accounting pronouncements Accounting standards to be or was In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases W an operating during the period ended September 30, 2019 as well as one subsequent to this quarter for we w H In July 2017, the FASB issued Accounting Standards Update No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). 470-20, Accounting standards not yet adopted In March 2018, the FASB issued ASU No. 2018-05, Income Taxes G Other recent accounting pronouncements issued by the FASB, the AICPA and the SEC did not or are not believed by management to have a material effect, if any, on the Company’s financial statements. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority owned, non-controlling non-wholly |
Use of Estimates | Use of Estimates Management used estimates and assumptions in preparing these consolidated financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used. |
Revenue Recognition and Accounts Receivable | Revenue Recognition and Accounts Receivable In accordance with Topic A.1. in SAB 13 as well as ASU 2019-09, Account receivables are based on amounts billed to customers. Generally accepted accounting principles state an estimate is to be made for an allowance for doubtful accounts. We have determined no allowance is currently necessary. If we were to have a recorded allowance, the accounts receivable would be stated net of the recorded allowance. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash, cash equivalents and restricted cash 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. We have $10,135 of restricted cash for collateral related to a corporate credit card program. |
Long-Lived Assets | Long-Lived Assets Our policy is to recognize impairment losses relating to long-lived assets in accordance with the Accounting Standards Codification (“ASC”) topic for 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 engines or generators) that enhance or extend the useful life of vessel related assets qualify to be capitalized and depreciated over the useful life or remaining life of that asset, whichever was shorter. Certain major repair items required by industry standards to ensure a vessel’s seaworthiness also qualified to be capitalized and depreciated over the period of time until the next scheduled planned major maintenance for that item. 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. In periods when the Company has income, the Company would calculate basic earnings per share using the two-class Earnings Per Share. two-class two-class two-class 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 treasury stock method to compute potential common shares from stock options and warrants and the if-converted if-converted two-class For the nine-months ended September 30, 2019 and 2018, the weighted average common shares outstanding year-to-date The potential common shares in the following tables represent potential common shares calculated using the treasury stock method from outstanding options, stock awards and warrants that were excluded from the calculation of diluted EPS: Three Nine September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Average market price during the period $ 4.72 $ 7.89 $ 5.35 $ 7.05 In the money potential common shares from options excluded 9,449 14,689 10,984 13,759 In the money potential common shares from warrants excluded 30,507 66,465 41,046 60,084 Potential common shares from out of the money options and warrants were also excluded from the computation of diluted EPS because calculation of the associated potential common shares has an anti-dilutive effect on EPS. The following table lists options and warrants that were excluded from diluted EPS: Three Months Ended Nine-Months Ended Per share September 30, September 30, September 30, September 30, Out of the money options excluded: $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 d: $ 196,135 — 196,135 — $ 700,000 — 700,000 — $ — 50,000 — 50,000 Total exclude d 1,112,293 266,158 1,112,293 266,158 The weighted average 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 Nine Months Ended September 30, September 30, September 30, September 30, Potential common shares from unvested restricted stock awards excluded from EPS 41,667 132,826 41,667 132,826 The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share: Three Nine September 30, September 30, September 30, September 30, Net income (loss) $ (4,229,833 ) $ (1,309,275 ) $ (8,172,000 ) $ (3,695,592 ) Numerator, basic and diluted net income (loss) available to stockholders $ (4,229,833 ) $ (1,309,275 ) $ (8,172,000 ) $ (3,695,592 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 9,456,300 8,466,909 9,301,796 8,466,909 Common shares outstanding for basic 9,456,300 8,466,909 9,301,796 8,466,909 Shares used in computation – diluted: Common shares outstanding for basic 9,456,300 8,466,909 9,301,796 8,466,909 Shares used in computing diluted net income per share 9,456,300 8,466,909 9,301,796 8,466,909 Net (loss) per share – basic $ (0.45 ) $ (0.15 ) $ (0.88 ) $ (0.44 ) Net (loss) per share – diluted $ (0.45 ) $ (0.15 ) $ (0.88 ) $ (0.44 ) |
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 |
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 loans payable. We carry cash and cash equivalents, accounts payable and accrued liabilities, 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. Redeemable preferred stock has been carried at historical cost and accreted carrying values to estimated redemption values over the term of the financial instrument. 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 Derivatives and Hedging Fair Value Hierarchy The three levels of inputs that may be used to measure fair value are as follows: Level 1. Level 2. non-binding Level 3. non-binding non-binding |
Redeemable Preferred Stock | Redeemable Preferred Stock If we issue redeemable preferred stock instruments (or any other redeemable financial instrument), they are initially evaluated for possible classification as a liability in instances where redemption is certain to occur pursuant to ASC 480 – Distinguishing Liabilities from Equity |
Subsequent Events | Subsequent Events We have evaluated subsequent events for recognition or disclosure through the date this Form 10-Q |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 Nine September 30, September 30, September 30, September 30, Net income (loss) $ (4,229,833 ) $ (1,309,275 ) $ (8,172,000 ) $ (3,695,592 ) Numerator, basic and diluted net income (loss) available to stockholders $ (4,229,833 ) $ (1,309,275 ) $ (8,172,000 ) $ (3,695,592 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 9,456,300 8,466,909 9,301,796 8,466,909 Common shares outstanding for basic 9,456,300 8,466,909 9,301,796 8,466,909 Shares used in computation – diluted: Common shares outstanding for basic 9,456,300 8,466,909 9,301,796 8,466,909 Shares used in computing diluted net income per share 9,456,300 8,466,909 9,301,796 8,466,909 Net (loss) per share – basic $ (0.45 ) $ (0.15 ) $ (0.88 ) $ (0.44 ) Net (loss) per share – diluted $ (0.45 ) $ (0.15 ) $ (0.88 ) $ (0.44 ) |
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 treasury stock method from outstanding options, stock awards and warrants that were excluded from the calculation of diluted EPS: Three Nine September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Average market price during the period $ 4.72 $ 7.89 $ 5.35 $ 7.05 In the money potential common shares from options excluded 9,449 14,689 10,984 13,759 In the money potential common shares from warrants excluded 30,507 66,465 41,046 60,084 |
Out of Money Potential Common Shares [Member] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potential common shares from out of the money options and warrants were also excluded from the computation of diluted EPS because calculation of the associated potential common shares has an anti-dilutive effect on EPS. The following table lists options and warrants that were excluded from diluted EPS: Three Months Ended Nine-Months Ended Per share September 30, September 30, September 30, September 30, Out of the money options excluded: $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 d: $ 196,135 — 196,135 — $ 700,000 — 700,000 — $ — 50,000 — 50,000 Total exclude d 1,112,293 266,158 1,112,293 266,158 |
Unvested Restricted Stock Awards Excluded from EPS [Member] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The weighted average 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 Nine Months Ended September 30, September 30, September 30, September 30, Potential common shares from unvested restricted stock awards excluded from EPS 41,667 132,826 41,667 132,826 |
Accounts Receivable and Other (
Accounts Receivable and Other (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | Our accounts receivable consist of the following: September 30, 2019 December 31, 2018 Trade $ 28,159 $ 9,466 Related party 234,955 664,596 Other 41,290 115,359 Total accounts receivable and other $ 304,404 $ 789,421 |
Exploration License (Tables)
Exploration License (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Exploration License [Abstract] | |
Schedule of Consideration Paid for the Asset Acquisition Consisted | The consideration paid for the asset acquisition consisted of the following: Fair value of 249,584 common shares issued $ 1,407,653 Direct transaction costs 46,113 Total consideration paid $ 1,453,766 |
Schedule of Consideration Was Allocated | The consideration was allocated as follows: Intangible asset- exploration license rights $ 1,821,251 Current assets 1,747 Current liabilities (3,516 ) Less: Non-controlling (365,716 ) Total net assets acquired $ 1,453,766 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Change in Valuation Allowance | The change in the valuation allowance is as follows: September $ 55,751,874 December 31, 2018 52,684,059 Change in valuation allowance $ 3,067,815 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Lessor, Operating Lease, Payments to be Received, Maturity [Table Text Block] | The remaining lease payment obligations are as follows: Year ending December 31, Annual payment 2019 $ 35,368 2020 143,241 2021 147,539 2022 151,965 2023 156,524 2024 92,884 $ 727,521 |
FLORIDA | |
Lessor, Operating Lease, Payments to be Received, Maturity [Table Text Block] | The five-year lease payment obligations are as follows: Year ending December 31, Annual payment 2019 $ 12,122 2020 48,852 2021 50,317 2022 51,827 2023 53,382 2024 40,930 $ 257,430 |
Loans Payable (Tables)
Loans Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Schedule of Consolidated Notes Payable | The Company’s consolidated debt consisted of the following carrying values at: September 30, 2019 December 31, 2018 Note 1 – Monaco 2014 $ 2,800,000 $ 2,800,000 Note 2 – Monaco 2016 1,175,000 1,175,000 Note 3 – MINOSA 1 14,750,001 14,750,001 Note 4 – Epsilon 1,000,000 1,000,000 Note 5 – SMOM 3,500,000 3,500,000 Note 6 – MINOSA 2 5,050,000 5,050,000 Note 7 – Monaco 2018 1,099,366 1,099,366 Note 8 – Promissory note 1,286,645 74,621 Note 9 – Litigation financing 1,409,980 — $ 32,070,992 $ 29,448,988 |
Schedule of Allocation of Cash Proceeds to Derivative Components at their Fair Values | The allocations of the three additional tranches were as follows. Tranche 3 Tranche 4 Tranche 5 Promissory Note $ 981,796 $ 939,935 $ 1,000,000 Beneficial Conversion Feature (“BCF”)* 18,204 60,065 — Proceeds $ 1,000,000 $ 1,000,000 $ 1,000,000 |
Oceanica Resources S. de. R.L [Member] | |
Schedule of Allocation of Cash Proceeds to Derivative Components at their Fair Values | Based on the previous conclusions, we allocated the cash proceeds first to the debt at its present value using a market rate of 15%, which is management’s estimate of a market rate loan for the Company, with the residual allocated to the Oceanica Call Option, as follows: Tranche 1 Tranche 2 Tranche 3 Tranche 4 Tranche 5 Total Promissory Note $ 1,932,759 $ 5,826,341 $ 2,924,172 $ 1,960,089 $ 1,723,492 $ 14,366,853 Deferred Income (Oceanica Call Option) 67,241 173,659 75,828 39,911 26,509 383,148 Proceeds $ 2,000,000 $ 6,000,000 $ 3,000,000 $ 2,000,000 $ 1,750,0001 $ 14,750,001 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Federal Home Loan Banks [Abstract] | |
Summary of Preferred Stock Allocated to Investors | The Purchase Agreement provides for the Company to issue and sell to the Investor shares of the Company’s preferred stock in the amounts set forth in the following table (numbers have been adjusted for the February 2016 reverse stock split): Convertible Preferred Stock Shares Price Per Share Total Investment Series AA-1 8,427,004 $ 12.00 $ 101,124,048 Series AA-2 7,223,145 $ 6.00 43,338,870 15,650,149 $ 144,462,918 |
Revenue Participation Rights (T
Revenue Participation Rights (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Participating Revenue Rights | The Company’s participating revenue rights consisted of the following at: September 30, 2019 December 31, 2018 “ Cambridge $ — $ 825,000 “ Seattle 62,500 62,500 Galt Resources, LLC ( HMS Victory 3,756,250 3,756,250 Total revenue participation rights $ 3,818,750 $ 4,643,750 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Short-term investment maturity period | 3 months | ||||
Restricted cash | $ 10,135 | $ 10,135 | $ 10,135 | ||
Weighted average number of common shares outstanding | 9,456,300 | 8,466,909 | 9,301,796 | 8,466,909 | |
Redeemable preferred stock outstanding | 0 | 0 | |||
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment, estimated useful life | 3 years | ||||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment, estimated useful life | 30 years |
Summary of Significant Accoun_4
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 | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Average market price during the period | $ 4.72 | $ 7.89 | $ 5.35 | $ 7.05 |
Potential common shares excluded from EPS | 1,112,293 | 266,158 | 1,112,293 | 266,158 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common shares excluded from EPS | 9,449 | 14,689 | 10,984 | 13,759 |
Warrant Derivatives [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common shares excluded from EPS | 30,507 | 66,465 | 41,046 | 60,084 |
Summary of Significant Accoun_5
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 | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Out of the money options and warrants excluded | 1,112,293 | 266,158 | 1,112,293 | 266,158 |
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 |
Stock Options With an Exercise Price of $5.76 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Out of the money options and warrants excluded | 196,135 | 196,135 | ||
Stock Options With an Exercise Price of $7.16 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Out of the money options and warrants excluded | 700,000 | 700,000 | ||
Stock Options With an Exercise Price of $12.00 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Out of the money options and warrants excluded | 50,000 | 50,000 |
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 (Parenthetical) (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
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 |
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 |
Stock Options With an Exercise Price of $26.40 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options exercise price per share | 26.40 | 26.40 |
Stock Options With an Exercise Price of $5.76 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options exercise price per share | 5.76 | 5.76 |
Stock Options With an Exercise Price of $7.16 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options exercise price per share | 7.16 | 7.16 |
Stock Options With an Exercise Price of $12.00 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options exercise price per share | $ 12 | $ 12 |
Summary of Significant Accoun_7
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 | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Excluded unvested restricted stock awards | 1,112,293 | 266,158 | 1,112,293 | 266,158 |
Unvested Restricted Stock Awards Excluded from EPS [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Excluded unvested restricted stock awards | 41,667 | 132,826 | 41,667 | 132,826 |
Summary of Significant Accoun_8
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 | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Accounting Policies [Abstract] | ||||
Net income (loss) | $ (4,229,833) | $ (1,309,275) | $ (8,172,000) | $ (3,695,592) |
Numerator, basic and diluted net income (loss) available to stockholders | $ (4,229,833) | $ (1,309,275) | $ (8,172,000) | $ (3,695,592) |
Shares used in computation - basic: | ||||
Weighted average common shares outstanding | 9,456,300 | 8,466,909 | 9,301,796 | 8,466,909 |
Common shares outstanding for basic | 9,456,300 | 8,466,909 | 9,301,796 | 8,466,909 |
Additional shares used in computation – diluted: | ||||
Common shares outstanding for basic | 9,456,300 | 8,466,909 | 9,301,796 | 8,466,909 |
Shares used in computing diluted net income per share | 9,456,300 | 8,466,909 | 9,301,796 | 8,466,909 |
Net (loss) per share - basic | $ (0.45) | $ (0.15) | $ (0.88) | $ (0.44) |
Net (loss) per share - diluted | $ (0.45) | $ (0.15) | $ (0.88) | $ (0.44) |
Accounts Receivable and Other -
Accounts Receivable and Other - Summary of Accounts Receivable (Detail) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, net | $ 304,404 | $ 789,421 |
Trade [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 28,159 | 9,466 |
Related Party [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 234,955 | 664,596 |
Other [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 41,290 | $ 115,359 |
Accounts Receivable and Other_2
Accounts Receivable and Other - Additional Information (Detail) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Related Party [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 234,955 | $ 664,596 |
Neptune Minerals, Inc. [Member] | Related Party [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 141,738 | 612,498 |
Deep Sea Mineral Exploration Company [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 91,547 | $ 52,098 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Deep Sea Mineral Company, CIC, LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable | $ 681,456 | $ 681,456 | |
Receivable to be paid in cash | 662,007 | 662,007 | |
Option to convert receivable to equity | 19,449 | ||
Monaco [Member] | |||
Related Party Transaction [Line Items] | |||
Operating payable | 232,542 | 232,542 | $ 233,855 |
Revenue recognized from related party transaction | 1,500,000 | ||
Accounts receivable | 141,738 | 141,738 | $ 612,498 |
Entity Controlled By Independent Director [Member] | |||
Related Party Transaction [Line Items] | |||
Earnest Money Deposit Received | 150,000 | ||
Entity Controlled By Independent Director [Member] | Accounts Payable and Accrued Liabilities [Member] | |||
Related Party Transaction [Line Items] | |||
Earnest Money Deposit Payable | $ 150,000 | ||
Earnest deposit breakup fee payable in percent | 10.00% | ||
Greg Stemm Past Chairman [Member] | |||
Related Party Transaction [Line Items] | |||
Earnest Money Deposit Received | $ 450,000 |
Exploration License - Considera
Exploration License - Consideration Paid for the Asset Acquisition Consisted (Details) - Bismarck [Member] | Sep. 30, 2019USD ($) |
Business Acquisition [Line Items] | |
Fair value of common shares issued | $ 1,407,653 |
Direct transaction costs | 46,113 |
Total consideration paid | $ 1,453,766 |
Exploration License - Conside_2
Exploration License - Consideration Paid for the Asset Acquisition Consisted (Details) (Parenthetical) | 1 Months Ended |
Jul. 31, 2019shares | |
Bismarck [Member] | |
Business Acquisition [Line Items] | |
Fair value of common shares issued | 249,584 |
Exploration License - Conside_3
Exploration License - Consideration Was Allocated (Details) - Bismarck [Member] | Sep. 30, 2019USD ($) |
Business Acquisition [Line Items] | |
Intangible asset- exploration license | $ 1,821,251 |
Current assets | 1,747 |
Current liabilities | (3,516) |
Less: Non-controlling interest | (365,716) |
Total net assets acquired | $ 1,453,766 |
Exploration License - Addition
Exploration License - Additional Information (Detail) | Jul. 09, 2019USD ($) |
Accounting Standards Update 2017-01 [Member] | |
Business Acquisition [Line Items] | |
Percent of ownership acquired | 79.90% |
Bismarck [Member] | |
Business Acquisition [Line Items] | |
Annual Fee Due | $ 14,000 |
Bismarck [Member] | Accounting Standards Update 2017-01 [Member] | |
Business Acquisition [Line Items] | |
Percent of ownership acquired | 79.90% |
Investments In Unconsolidated_2
Investments In Unconsolidated Entities - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Sep. 30, 2019 | Dec. 31, 2012 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||||
Investment carrying value | $ 1,414,674 | $ 752,667 | ||
Greg Stemm [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment carrying value | $ 1,414,674 | |||
Chatham Rock Phosphate, Ltd. [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment carrying value | $ 0 | |||
Deep sea mining exploratory services | $ 1,680,000 | |||
Shares received from CRP | 141,884 | 9,320,348 | ||
Outstanding equity stake in CRP | 1.00% | |||
Neptune Minerals, Inc. [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 14.00% | |||
Investment carrying value | 0 | |||
Neptune Minerals, Inc. [Member] | Common Class A [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment carrying value | 0 | |||
Neptune Minerals, Inc. [Member] | Common Class B Non Voting Shares [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Current investment position in NMI | 3,092,488 | |||
Aggregate number of shares converted | 261,200 | |||
Neptune Minerals, Inc. [Member] | Series A Preferred Non Voting Shares [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Current investment position in NMI | 2,612 | |||
Dorado Ocean Resources, Ltd. [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Loss from unconsolidated entity | $ 21,300,000 |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Change in Valuation Allowance (Detail) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance | $ 52,684,059 |
Change in valuation allowance | 3,067,815 |
Valuation allowance | $ 55,751,874 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Income Taxes [Line Items] | |
Net deferred tax asset | $ 0 |
Income tax expense | 0 |
Valuation allowance, net operating loss | $ 8,200,000 |
Estimated Annual Effective Tax Rate | 37.541% |
Effective tax rate | 0.00% |
Federal [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards subject to expiration | $ 172,700,000 |
Net operating loss carryforwards expiration year | 2025 |
Net operating loss carryforwards expiration year | 2037 |
Net operating loss carryforwards | $ 5,300,000 |
Foreign [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards subject to expiration | 46,400,000 |
Net operating loss carryforwards | $ 2,800,000 |
Commitments and Contingencies -
Commitments and Contingencies - lease payment obligations (Detail) | Sep. 30, 2019USD ($) |
2019 | $ 35,368 |
2020 | 143,241 |
2021 | 147,539 |
2022 | 151,965 |
2023 | 156,524 |
2024 | 92,884 |
Total | 727,521 |
FLORIDA | |
2019 | 12,122 |
2020 | 48,852 |
2021 | 50,317 |
2022 | 51,827 |
2023 | 53,382 |
2024 | 40,930 |
Total | $ 257,430 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) shares in Millions | Mar. 11, 2015 | Mar. 31, 2016 | Sep. 30, 2019 | Sep. 30, 2019 | Aug. 31, 2019 | Dec. 31, 2018 |
Gain Contingencies [Line Items] | ||||||
Cash and cash equivalents | $ 303,677 | $ 303,677 | $ 2,786,832 | |||
Working capital deficit | 48,000,000 | 48,000,000 | ||||
Total assets | 4,778,568 | 4,778,568 | $ 5,473,170 | |||
Cash Lease Obligation | 727,521 | 727,521 | ||||
Lease Obligation | 571,856 | 571,856 | $ 590,612 | |||
Right Of Use Asset | $ 570,398 | $ 570,398 | $ 590,612 | |||
Annual increases of base rent | 3.00% | 3.00% | ||||
Operating lease expense | $ 25,000 | |||||
FLORIDA | ||||||
Gain Contingencies [Line Items] | ||||||
Effective Date Of Operating Lease Agreement | Oct. 1, 2019 | |||||
Cash Lease Obligation | $ 257,430 | $ 257,430 | ||||
Lease Obligation | $ 202,424 | $ 202,424 | ||||
Rate Of Discount Used | 10.00% | 10.00% | ||||
Tenure Of Lease Agreement | 5 years | 5 years | ||||
Right Of Use Asset | $ 202,424 | $ 202,424 | ||||
Building [Member] | ||||||
Gain Contingencies [Line Items] | ||||||
Lease Obligation | $ 590,612 | $ 590,612 | ||||
Rate Of Discount Used | 10.00% | 10.00% | ||||
Tenure Of Lease Agreement | 5 years | 5 years | ||||
Right Of Use Asset | $ 590,612 | $ 590,612 | ||||
Penelope Mining LLC [Member] | ||||||
Gain Contingencies [Line Items] | ||||||
Investment in convertible preferred stock | $ 101,000,000 | |||||
Investment agreement period | 3 years | |||||
MINOSA [Member] | ||||||
Gain Contingencies [Line Items] | ||||||
Amount of debt financed | $ 14,750,000 | |||||
Oceanica Resources S. de. R.L [Member] | ||||||
Gain Contingencies [Line Items] | ||||||
Grant and potential future issuance of new equity shares | 3 | |||||
Maximum [Member] | ||||||
Gain Contingencies [Line Items] | ||||||
Consultants contingent success fees | $ 700,000 | |||||
Maximum [Member] | FLORIDA | ||||||
Gain Contingencies [Line Items] | ||||||
Monthly Lease Payments | 4,547 | |||||
Maximum [Member] | Building [Member] | ||||||
Gain Contingencies [Line Items] | ||||||
Monthly Lease Payments | 13,269 | |||||
Minimum [Member] | FLORIDA | ||||||
Gain Contingencies [Line Items] | ||||||
Monthly Lease Payments | $ 4,040 | |||||
Minimum [Member] | Building [Member] | ||||||
Gain Contingencies [Line Items] | ||||||
Monthly Lease Payments | $ 11,789 |
Loans Payable - Schedule of Con
Loans Payable - Schedule of Consolidated Notes Payable (Detail) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Loans payable | $ 32,070,992 | $ 29,448,988 |
Loans Payable [Member] | Note 1- Monaco 2014 [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 2,800,000 | 2,800,000 |
Loans Payable [Member] | Note 2 - Monaco 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 1,175,000 | 1,175,000 |
Loans Payable [Member] | Note 3 - MINOSA 1 [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 14,750,001 | 14,750,001 |
Loans Payable [Member] | Note 4 - Epsilon [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 1,000,000 | 1,000,000 |
Loans Payable [Member] | Note 5 - SMOM [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 3,500,000 | 3,500,000 |
Loans Payable [Member] | Note 6 - MINOSA 2 [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 5,050,000 | 5,050,000 |
Loans Payable [Member] | Note 7 - Monaco 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 1,099,366 | 1,099,366 |
Loans Payable [Member] | Note 8 - Promissory note [Member] | ||
Debt Instrument [Line Items] | ||
Loans payable | 1,286,645 | 74,621 |
Loans Payable [Member] | Note 9 – Litigation financing | ||
Debt Instrument [Line Items] | ||
Loans payable | $ 1,409,980 |
Loans Payable - Note 1 - Monaco
Loans Payable - Note 1 - Monaco 2014 - Additional Information (Detail) - USD ($) | Dec. 10, 2015 | Aug. 14, 2014 | Mar. 31, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Apr. 01, 2018 | Dec. 01, 2014 | Oct. 01, 2014 |
Note 1- Monaco 2014 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate amount issuable | $ 10,000,000 | ||||||||
Interest rate, stated percentage | 11.00% | ||||||||
Extinguishment of debt, amount | $ 2,200,000 | ||||||||
Notes ceased to bear interest, amount | $ 5,000,000 | ||||||||
Debt instrument maturity date | Dec. 31, 2017 | Apr. 1, 2018 | |||||||
Accrued interest | $ 144,455 | $ 144,455 | |||||||
Outstanding notes balance | 2,800,000 | $ 2,800,000 | |||||||
Note 1- Monaco 2014 [Member] | Oceanica Resources S. de. R.L [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Per share value of shares exercised by private investor | $ 3.15 | ||||||||
Aggregate value of shares issued to lender | $ 1,000,000 | ||||||||
Note 1- Monaco 2014 [Member] | Oceanica Resources S. de. R.L [Member] | Loan Modification March Two Thousand Sixteen [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Per share value of shares exercised by private investor | $ 1 | ||||||||
Note 1- Monaco 2014 [Member] | First Tranche [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan amount borrowed | $ 5,000,000 | ||||||||
Note 1- Monaco 2014 [Member] | Second Tranche [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan amount borrowed | $ 2,500,000 | ||||||||
Note 1- Monaco 2014 [Member] | Third Tranche [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan amount borrowed | $ 2,500,000 | ||||||||
Note 2 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate amount issuable | $ 1,825,000 | ||||||||
Interest rate, stated percentage | 10.00% | ||||||||
Debt instrument maturity date | Apr. 15, 2018 | ||||||||
Debt default interest rate | 18.00% | ||||||||
Outstanding notes balance | $ 1,175,000 | $ 1,175,000 |
Loans Payable - Note 2 - Monaco
Loans Payable - Note 2 - Monaco 2016 - Additional Information (Detail) | Dec. 10, 2015USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2016USD ($)Installment$ / shares | Sep. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | |||||||||
Interest expense related to discount | $ 53,379 | ||||||||
Loans payable | $ 32,070,992 | $ 32,070,992 | $ 29,448,988 | ||||||
Marine Vessel [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Cash proceeds from sale of vessel | $ 650,000 | ||||||||
Monaco [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, value of shares | $ 1 | ||||||||
Loan Modification [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion price of Notes | $ / shares | $ 1 | $ 1 | |||||||
Loans payable | $ 2,800,000 | $ 2,800,000 | |||||||
Loan Modification [Member] | First Tranche [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible notes payable | $ 5,000,000 | ||||||||
Agreement description | Monaco agreed to cease interest as of December 10, 2015 and reduce the loan balance by (i) the cash or other value received from the SS Central America shipwreck project (“SSCA”) or (ii) if the proceeds received from the SSCA project were insufficient to pay off the loan balance by December 31, 2017, then Monaco could seek repayment of the remaining outstanding balance on the loan by withholding Odyssey’s 21.25% “additional consideration” in new shipwreck projects performed for Monaco in the future. | ||||||||
Additional consideration percentage | 21.25% | ||||||||
Loan Modification [Member] | Second Tranche [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate amount issuable | $ 300,000 | ||||||||
Debt instrument maturity date | Dec. 31, 2017 | ||||||||
Convertible notes payable | $ 2,500,000 | ||||||||
Reduced principal amount | $ 2,200,000 | ||||||||
Loan Modification [Member] | Third Tranche [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument maturity date | Dec. 31, 2017 | ||||||||
Convertible notes payable | $ 2,500,000 | ||||||||
Loan Modification [Member] | Oceanica Resources S. de. R.L [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument maturity date | Dec. 31, 2017 | ||||||||
Equity component in loans payable | $ 3,174,603 | $ 3,174,603 | |||||||
Debt instrument, number of shares | shares | 3,174,603 | ||||||||
Debt instrument, value of shares | $ 3,174,603 | ||||||||
Loan Modification [Member] | Monaco [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of options eliminated under share purchase option | shares | 3,174,603 | 3,174,603 | |||||||
Per share value of shares purchased by private investor | $ / shares | $ 3.15 | $ 3.15 | |||||||
Gains (Losses) on Restructuring of Debt | $ 1,200,000 | ||||||||
Note 2 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate amount issuable | $ 1,825,000 | ||||||||
Interest rate, stated percentage | 10.00% | ||||||||
Debt instrument maturity date | Apr. 15, 2018 | ||||||||
Outstanding notes balance | $ 1,175,000 | $ 1,175,000 | $ 1,175,000 | ||||||
Loans payable, repayment | $ 650,000 | ||||||||
BCF amount recorded | $ 456,250 | ||||||||
Interest expense related to discount | $ 67,454 | $ 67,455 | |||||||
Note 2 [Member] | Oceanica Resources S. de. R.L [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion price of Notes | $ / shares | $ 1 | ||||||||
Debt instrument number of installments | Installment | 10 | ||||||||
Note 2 [Member] | Exploraciones Oceanicas [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate amount issuable | $ 18,000,000 | ||||||||
Debt instrument maturity date | Sep. 25, 2015 | ||||||||
Note 2 [Member] | Oceanica Marine Operations [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate amount issuable | $ 9,300,000 | ||||||||
Debt instrument term | 30 days | ||||||||
Aggregate consideration payable | $ 1,800,000 | ||||||||
Installment amount of Notes | 750,000 | ||||||||
Equipment carrying value | $ 100,000 |
Loans Payable - Note 3 - MINOSA
Loans Payable - Note 3 - MINOSA - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)Tranches | Dec. 31, 2017 | Dec. 31, 2018USD ($) | Mar. 11, 2015USD ($) | |
Oceanica Call Option [Member] | Oceanica Resources S. de. R.L [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, fixed value | $ 40,000,000 | $ 40,000,000 | ||||
Promissory Note [Member] | Oceanica Resources S. de. R.L [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Promissory note outstanding amount | 14,750,001 | 14,750,001 | ||||
Promissory Note [Member] | Deferred Income Call Option [Member] | Oceanica Resources S. de. R.L [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Promissory note outstanding amount | 383,148 | 383,148 | ||||
Debt discount amount | 383,148 | $ 383,148 | ||||
Note 6 - MINOSA 2 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, threshold payment term | 60 days | 60 days | ||||
Stock Purchase Agreement [Member] | Note 6 - MINOSA 2 [Member] | Promissory Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Promissory note face amount | 14,750,000 | $ 14,750,000 | $ 14,750,000 | $ 14,750,000 | ||
MINOSA [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt, interest expense | $ 297,424 | $ 279,425 | ||||
MINOSA [Member] | Promissory Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Estimated market rate loan percentage | 15.00% | |||||
MINOSA [Member] | Stock Purchase Agreement [Member] | Oceanica Call Option [Member] | Oceanica Resources S. de. R.L [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Share purchase agreement expiration date | Mar. 30, 2016 | |||||
Stock granted during period, value | $ 40,000,000 | |||||
Stock granted during period, percentage | 54.00% | |||||
Call option expiration date | Mar. 11, 2016 | |||||
MINOSA [Member] | Stock Purchase Agreement [Member] | Promissory Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 8.00% | 8.00% | ||||
Promissory note outstanding amount | $ 14,750,000 | $ 14,750,000 | ||||
Debt instrument maturity date | Mar. 18, 2017 | |||||
Promissory note face amount | $ 14,750,000 | $ 14,750,000 | ||||
Number of advances | Tranches | 5 |
Loans Payable - Schedule of All
Loans Payable - Schedule of Allocation of Cash Proceeds to Derivative Components at their Fair Values - Promissory Note (Detail) - Promissory Note [Member] - Oceanica Resources S. de. R.L [Member] | Sep. 30, 2019USD ($) |
Debt Instrument [Line Items] | |
Cash proceeds | $ 14,750,001 |
Deferred Income Call Option [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 383,148 |
2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 14,366,853 |
First Tranche [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 2,000,000 |
First Tranche [Member] | Deferred Income Call Option [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 67,241 |
First Tranche [Member] | 2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 1,932,759 |
Second Tranche [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 6,000,000 |
Second Tranche [Member] | Deferred Income Call Option [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 173,659 |
Second Tranche [Member] | 2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 5,826,341 |
Third Tranche [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 3,000,000 |
Third Tranche [Member] | Deferred Income Call Option [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 75,828 |
Third Tranche [Member] | 2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 2,924,172 |
Fourth Tranche [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 2,000,000 |
Fourth Tranche [Member] | Deferred Income Call Option [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 39,911 |
Fourth Tranche [Member] | 2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 1,960,089 |
Fifth Tranche [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 17,500,001 |
Fifth Tranche [Member] | Deferred Income Call Option [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 26,509 |
Fifth Tranche [Member] | 2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | $ 1,723,492 |
Loans Payable - Note 4 - Epsilo
Loans Payable - Note 4 - Epsilon - Additional Information (Detail) $ / shares in Units, Cuota in Millions | Aug. 10, 2017USD ($) | Mar. 21, 2017USD ($)shares | Dec. 15, 2016$ / sharesshares | Nov. 15, 2016$ / sharesshares | Oct. 16, 2016$ / sharesshares | Oct. 01, 2016USD ($)d$ / sharesshares | Mar. 18, 2016USD ($)dCuota$ / shares | Sep. 30, 2019USD ($)$ / shares | Sep. 30, 2018USD ($) | Jun. 30, 2017USD ($)shares | Sep. 30, 2019USD ($)Cuota$ / shares | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Oct. 31, 2018$ / sharesshares | Jan. 25, 2017USD ($) | Mar. 17, 2016$ / shares |
Debt Instrument [Line Items] | ||||||||||||||||
Common stock purchase warrant | shares | 700,000 | |||||||||||||||
Warrant right exercise price | $ / shares | $ 7.155 | |||||||||||||||
Epsilon Acquisitions, LLC [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate amount issuable | $ 6,000,000 | |||||||||||||||
Accrued interest | $ 25,205 | $ 25,205 | ||||||||||||||
Aggregate fair value of warrants | $ 303,712 | |||||||||||||||
Inducement expense | $ 303,712 | |||||||||||||||
Notes Payable, Other Payables [Member] | Third Tranche [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion price of Notes | $ / shares | $ 3.52 | |||||||||||||||
Conversion of stock, shares Issued | shares | 1,000,000 | |||||||||||||||
Notes Payable, Other Payables [Member] | Fourth Tranche [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion price of Notes | $ / shares | $ 4.19 | |||||||||||||||
Conversion of stock, shares Issued | shares | 1,000,000 | |||||||||||||||
Notes Payable, Other Payables [Member] | Fifth Tranche [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion price of Notes | $ / shares | $ 4.13 | |||||||||||||||
Conversion of stock, shares Issued | shares | 1,000,000 | |||||||||||||||
Notes Payable, Other Payables [Member] | MINOSA [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate amount issuable | 14,750,000 | |||||||||||||||
Debt Instrument, acceleration clause description | The indebtedness may be accelerated upon the occurrence of specified events of default including (a) OME’s failure to pay any amount payable on the date due and payable; (b) OME or we fail to perform or observe any term, covenant, or agreement in the Purchase Agreement or the related documents, subject to a five-day cure period; (c) an event of default or material breach by OME, us or any of our affiliates under any of the other loan documents shall have occurred and all grace periods, if any, applicable thereto shall have expired; (d) the Stock Purchase Agreement shall have been terminated; (e) specified dissolution, liquidation, insolvency, bankruptcy, reorganization, or similar cases or actions are commenced by or against OME or any of its subsidiaries, in specified circumstances unless dismissed or stayed within 60 days; (f) the entry of judgment or award against OME or any of its subsidiaries in excess or $100,000; and (g) a change in control (as defined in the Purchase Agreement) occurs. | |||||||||||||||
Judgment amount for acceleration of indebtedness | 100,000 | |||||||||||||||
Notes Payable, Other Payables [Member] | Epsilon Acquisitions, LLC [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate amount issuable | $ 6,000,000 | $ 3,000,000 | 3,000,000 | $ 3,000,000 | ||||||||||||
Installment amount of Notes | $ 1,500,000 | |||||||||||||||
Interest rate, stated percentage | 10.00% | 10.00% | ||||||||||||||
Notes security description | we granted security interests to Epsilon in (a) the 54 million cuotas (a unit of ownership under Panamanian law) of Oceanica Resources S. de R.L. (“Oceanica”) held by our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd. (“OME”), (b) all notes and other receivables from Oceanica and its subsidiary owed to the Odyssey Pledgors, and (c) all of the outstanding equity in OME. | |||||||||||||||
Conversion price of Notes | $ / shares | $ 5 | $ 5 | $ 5 | |||||||||||||
Conversion price of Notes upon default | $ / shares | $ 2.50 | |||||||||||||||
Debt instrument maturity date | Mar. 18, 2017 | Mar. 18, 2017 | ||||||||||||||
Pledged units of ownership | Cuota | 54 | 54 | ||||||||||||||
Number of trading days | d | 75 | 75 | ||||||||||||||
Lender's out of pocket costs | $ 50,000 | $ 50,000 | ||||||||||||||
Accrued interest | $ 302,274 | |||||||||||||||
Conversion of stock, shares Issued | shares | 670,455 | 670,455 | ||||||||||||||
Beneficial conversion feature recorded | $ 96,000 | |||||||||||||||
Debt conversion amount | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | |||||||||||||
Common stock purchase warrant | shares | 120,000 | |||||||||||||||
Warrant right exercise price | $ / shares | $ 3.52 | $ 3.52 | $ 3.52 | |||||||||||||
Warrant Expiration Date | Oct. 1, 2021 | |||||||||||||||
Warrant right exercise price description | Warrant shall be the number determined by multiplying 120,000 by a fraction, (a) the numerator of which is the aggregate principal amount of advances that have been extended to the OME by Epsilon pursuant to the Restated Note Purchase Agreement on or after the date of the Warrant and prior to the date of such failure and (b) the denominator of which is $3.0 million. | |||||||||||||||
Equity component in loans payable | 3,000,000 | $ 3,000,000 | $ 3,000,000 | |||||||||||||
Amount of loan outstanding | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||||
Notes Payable, Other Payables [Member] | Epsilon Acquisitions, LLC [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate amount issuable | $ 6,050,000 | |||||||||||||||
Notes Payable, Other Payables [Member] | Epsilon Acquisitions, LLC [Member] | Maximum [Member] | Tranche [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of stock, shares Issued | shares | 1,388,769 |
Loans Payable - Schedule of A_2
Loans Payable - Schedule of Allocation of Cash Proceeds to Derivative Components at their Fair Values - Additional Tranches (Detail) - Promissory Note [Member] - Epsilon Acquisitions, LLC [Member] | Sep. 30, 2019USD ($) |
Third Tranche [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | $ 1,000,000 |
Third Tranche [Member] | Beneficial Conversion Feature ("BCF") [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 18,204 |
Third Tranche [Member] | 2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 981,796 |
Fourth Tranche [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 1,000,000 |
Fourth Tranche [Member] | Beneficial Conversion Feature ("BCF") [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 60,065 |
Fourth Tranche [Member] | 2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 939,935 |
Fifth Tranche [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | 1,000,000 |
Fifth Tranche [Member] | 2014 Convertible Promissory Notes [Member] | |
Debt Instrument [Line Items] | |
Cash proceeds | $ 1,000,000 |
Loans Payable - Note 5 - SMOM -
Loans Payable - Note 5 - SMOM - Additional Information (Detail) - Note 5 - SMOM [Member] - USD ($) | May 03, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||
Aggregate amount issuable | $ 3,000,000 | $ 3,500,000 | $ 3,500,000 | |
Interest rate, stated percentage | 10.00% | |||
Annual Principal Payment | $ 500,000 | |||
Loan balance | $ 3,500,000 | |||
Accrued interest | 88,219 | $ 88,219 | ||
Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt | $ 2,000,000 | |||
Neptune Minerals, Inc. [Member] | ||||
Debt Instrument [Line Items] | ||||
Accounts receivable assigned for loan | 50.00% | |||
Accounts receivable, gross | $ 0 | |||
Aldama Mining Company, S.de R.L. de C.V [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of equity interest | 10.00% | |||
Value of equity interest | $ 1,000,000 | |||
Aldama Mining Company, S.de R.L. de C.V [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of equity interest | 50.00% |
Loans Payable - Note 6 - MINOSA
Loans Payable - Note 6 - MINOSA 2 - Additional Information (Detail) $ / shares in Units, Cuota in Millions | Aug. 10, 2017USD ($)d$ / shares | Mar. 21, 2017USD ($) | Oct. 01, 2016USD ($)d$ / shares | Mar. 18, 2016USD ($)dCuota$ / shares | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Sep. 30, 2019USD ($)Cuota | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Jan. 25, 2017USD ($) | Mar. 17, 2016$ / shares | Mar. 11, 2015USD ($) |
Minosa Purchase Agreement [Member] | Loans Payable [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt , maximum borrowing capacity | $ 3,000,000 | ||||||||||||
Amount of loan outstanding | 2,700,000 | ||||||||||||
Epsilon Acquisitions, LLC [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Accrued interest | $ 25,205 | $ 25,205 | |||||||||||
Aggregate amount issuable | $ 6,000,000 | ||||||||||||
Epsilon Acquisitions, LLC [Member] | Notes Payable, Other Payables [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amount of loan outstanding | 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||||
Debt conversion amount | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | ||||||||||
Interest rate, stated percentage | 10.00% | 10.00% | |||||||||||
Number of trading days | d | 75 | 75 | |||||||||||
Conversion price of Notes | $ / shares | $ 5 | $ 5 | $ 5 | ||||||||||
BCF amount recorded | $ 96,000 | ||||||||||||
Accrued interest | $ 302,274 | ||||||||||||
Aggregate amount issuable | $ 6,000,000 | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | |||||||||
Pledged units of ownership | Cuota | 54 | 54 | |||||||||||
Epsilon Acquisitions, LLC [Member] | Second AR Epsilon Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amount of loan outstanding | 1,000,000 | $ 1,000,000 | |||||||||||
Note 6 - MINOSA 2 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, threshold payment term | 60 days | 60 days | |||||||||||
BCF amount recorded | $ 62,925 | ||||||||||||
Accrued interest | 127,287 | $ 127,288 | |||||||||||
Debt Instrument, acceleration clause description | The obligations under the Minosa Note may be accelerated upon the occurrence of specified events of default including (a) our failure to pay any amount payable under the Minosa Note on the date due and payable; (b) our failure to perform or observe any term, covenant, or agreement in the Minosa Note or the related documents, subject to a five-day cure period; (c) the occurrence and expiration of all applicable grace periods, if any, of an event of default or material breach by us under any of the other loan documents; (d) the termination of the SPA; (e) commencement of certain specified dissolution, liquidation, insolvency, bankruptcy, reorganization, or similar cases or actions by or against us, in specified circumstances unless dismissed or stayed within 60 days; (f) the entry of a judgment or award against us in excess of $100,000; and (g) the occurrence of a change in control (as defined in the Minosa Note). | ||||||||||||
Judgment amount for acceleration of indebtedness | $ 100,000 | ||||||||||||
Minimum aggregate offering price | 3,000,000 | 3,000,000 | |||||||||||
Note 6 - MINOSA 2 [Member] | Stock Purchase Agreement [Member] | Promissory Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate amount issuable | 14,750,000 | 14,750,000 | 14,750,000 | $ 14,750,000 | |||||||||
Note 6 - MINOSA 2 [Member] | Loans Payable [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amount of loan outstanding | $ 5,050,000 | $ 5,050,000 | $ 5,050,000 | ||||||||||
Interest rate, stated percentage | 10.00% | ||||||||||||
Debt instrument, threshold payment term | 60 days | ||||||||||||
Number of trading days | d | 75 | ||||||||||||
Conversion price of Notes | $ / shares | $ 4.41 | ||||||||||||
Note 6 - MINOSA 2 [Member] | Notes Payable, Other Payables [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amount of loan outstanding | $ 2,000,000 |
Loans Payable - Note 7 - Monaco
Loans Payable - Note 7 - Monaco 2018 - Additional Information (Detail) - Note 7 - Monaco 2018 [Member] - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | |
Debt Instrument [Line Items] | |||||
Loan amount borrowed | $ 1,000,000 | ||||
Interest rate, stated percentage | 10.00% | 10.00% | |||
Agreement description | During the period ended March 31, 2018, Monaco advanced us $1.0 million that was included in a loan agreement that was executed on April 20, 2018. Monaco also agreed to treat $99,366 of back rent owed by us to Monaco as part of this loan resulting in an aggregate principal amount of $1,099,366 at June 30, 2019 and December 31, 2018. The indebtedness bears interest at 10.0% percent per year. All principal and any unpaid interest are payable on the first anniversary of this agreement, April 20, 2019. This debt is secured by cash proceeds, if any, from our future shipwreck projects we have contracted with Magellan. As additional consideration, their share purchase option expiration date, as discussed in Note 1 – Monaco 2014 and Note 2 – Monaco 2016 above, has been extended from 30 days to seven months after the note becomes paid in full. For the three months ended June 30, 2019 and 2018, interest expense in the amount of $30,392 and $21,818, respectively, was recorded. | ||||
Back rent considered as part of loan | $ 99,366,000,000 | ||||
Aggregate amount issuable | $ 1,099,366 | $ 1,099,366 | $ 1,099,366 | ||
Accrued interest | $ 31,483 | $ 28,498 |
Loans Payable - Note 8 - Promis
Loans Payable - Note 8 - Promissory Note - Additional Information (Detail) | Jul. 12, 2018USD ($)Parties | Sep. 30, 2019USD ($)$ / shares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Jul. 08, 2019$ / sharesshares | Oct. 31, 2018$ / sharesshares | Oct. 04, 2018USD ($) | Aug. 17, 2018USD ($) |
Debt Instrument [Line Items] | |||||||||
Warrants exercise price | $ / shares | $ 7.155 | ||||||||
Common Shares Issuable Pursuant To Exercise Of Warrants | shares | 700,000 | ||||||||
Gain (loss) on debt extinguishment | $ 290,024 | $ 290,024 | |||||||
Fair value reacquisition price | 1,340,024 | 1,340,024 | |||||||
Debt instrument unamortized premium | 290,024 | 290,024 | |||||||
Amortization of debt discount premium | 53,379 | ||||||||
Debt Modification Inducement | 868,878 | $ (868,878) | |||||||
Note And Warrant Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 1,050,000 | ||||||||
Number of individuals purchase agreement entered into | Parties | 2 | ||||||||
Debt instrument interest rate | 8.00% | ||||||||
Debt instrument conversion rate after sale of additional notes or date of closing | 8 | ||||||||
Transfer of indebtedness after sale of additional notes or date of closing | $ 500,000 | $ 500,000 | |||||||
Warrants exercised to purchase common shares | shares | 65,625 | ||||||||
Warrants exercise price | $ / shares | $ 12 | $ 12 | $ 5.756 | ||||||
Accrued interest | $ 22,877 | $ 20,403 | |||||||
Common Shares Issuable Pursuant To Exercise Of Warrants | shares | 196,135 | ||||||||
Beneficial Conversion Feature ("BCF") [Member] | Note And Warrant Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 1,050,000 | $ 1,050,000 | $ 1,050,000 | ||||||
Debt, interest expense | $ 718,648 | ||||||||
Minimum [Member] | Note And Warrant Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Change in the fair value of the embedded conversion option | 10.00% | ||||||||
Maximum [Member] | Note And Warrant Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Effects Of Modification On Cash Flow On Present Value Basis | 10.00% | ||||||||
Maximum [Member] | Beneficial Conversion Feature ("BCF") [Member] | Note And Warrant Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Cash proceeds from issuance of debt | $ 1,050,000 | ||||||||
Aldama Mining Company, S.de R.L. de C.V [Member] | Note And Warrant Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Ownership interest in subsidiaries the note to be converted after sale of additional notes or date of closing | 7.50% | 7.50% | |||||||
Debt Instrument, Redemption, Period One [Member] | Note And Warrant Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 500,000 | ||||||||
Debt Instrument, Redemption, Period Two [Member] | Note And Warrant Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 300,000 | ||||||||
Debt Instrument, Redemption, Period Three [Member] | Note And Warrant Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 250,000 | ||||||||
Individual One [Member] | Minimum [Member] | Note And Warrant Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Ownership percentage in company's common stock | 5.00% |
Loans Payable - Note 9 - Litiga
Loans Payable - Note 9 - Litigation Financing Note - Additional Information (Detail) - USD ($) | Jun. 14, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Interest Expense | $ 2,049,987 | $ 816,732 | $ 4,308,098 | $ 2,258,149 | |
Pending Litigation [Member] | |||||
Proceeds from litigation financing receivables | 1,409,980 | ||||
Litigation financing receivables | 1,409,980 | $ 1,409,980 | |||
Interest Expense | $ 67,998 | ||||
Pending Litigation [Member] | Phase One [Member] | Proceeds One [Member] | |||||
Discription of conditions for distribution of proceeds to the claimholder and funder | first, 100.0% to the Funder, until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder under Phase I; | ||||
Pending Litigation [Member] | Phase One [Member] | Proceeds Two [Member] | |||||
Discription of conditions for distribution of proceeds to the claimholder and funder | second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an IRR of 20% of Claims Payments paid by the Funder under Phase I (“Phase I Compensation”), per annum; and | ||||
Pending Litigation [Member] | Phase One [Member] | Proceeds Three [Member] | |||||
Discription of conditions for distribution of proceeds to the claimholder and funder | thereafter, 100.0% to the Claimholder | ||||
Pending Litigation [Member] | Phase Two [Member] | Proceeds One [Member] | |||||
Discription of conditions for distribution of proceeds to the claimholder and funder | first, 100.0% to the Funder until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder under Phases I and II; | ||||
Pending Litigation [Member] | Phase Two [Member] | Proceeds Two [Member] | |||||
Discription of conditions for distribution of proceeds to the claimholder and funder | second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an additional 300.0% of Phase I Investment Amount; plus an additional 300% of the Tranche A Committed Amount (i.e. 300.0% of $3.5 million), less any amounts remaining of the Tranche A Committed Amount that the Funder did not pay as Claims Payments; plus an additional 300.0% of the Tranche B Committed Amount (i.e. 300.0% of $1.5 million), if the Claimholder exercises the Tranche B funding option, less any amounts remaining of the Tranche B Committed Amount that the Funder did not pay as Claims Payments; | ||||
Pending Litigation [Member] | Phase Two [Member] | Proceeds Three [Member] | |||||
Discription of conditions for distribution of proceeds to the claimholder and funder | third, for each $10,000 in specified fees and expenses paid by the Funder under Phase I and Phase II and any amounts over each $10,000 of the Tranche A Committed Amount and the Tranche B Committed Amount (if the Claimholder exercises the Tranche B funding option), 0.01% of the total Proceeds from any recoveries after repayment of (i) and (ii) above, to the Funder; and | ||||
Pending Litigation [Member] | Phase Two [Member] | Proceeds Four [Member] | |||||
Discription of conditions for distribution of proceeds to the claimholder and funder | thereafter, 100% to the Claimholder. | ||||
Poplar Falls LLC [Member] | Pending Litigation [Member] | |||||
Claims Payment Maximum Amount | $ 6,500,000 | ||||
Poplar Falls LLC [Member] | Pending Litigation [Member] | Phase One [Member] | |||||
Claims Payment Maximum Amount | 1,500,000 | ||||
Cost Of Funding The Claims For Litigation | 80,000 | ||||
Poplar Falls LLC [Member] | Pending Litigation [Member] | Phase Two [Member] | |||||
Claims Payment Maximum Amount | 5,000,000 | ||||
Cost Of Funding The Claims For Litigation | 80,000 | ||||
Poplar Falls LLC [Member] | Pending Litigation [Member] | Phase Two [Member] | Tranch A [Member] | |||||
Claims amount option to request | $ 3,500,000 | ||||
Period Of Time Within Which Claim Holder Shall Exercise The Option | 30 days | ||||
Poplar Falls LLC [Member] | Pending Litigation [Member] | Phase Two [Member] | Tranch B [Member] | |||||
Claims amount option to request | $ 1,500,000 | ||||
Period Of Time Within Which Claim Holder Shall Exercise The Option | 45 days |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Additional Information (Detail) | Jul. 09, 2019shares | Jul. 08, 2019$ / sharesshares | Oct. 31, 2018$ / sharesshares | Oct. 01, 2016d$ / sharesshares | Mar. 18, 2016d | Jun. 09, 2015USD ($)shares | Jul. 31, 2019shares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)dIncentive_Plan$ / sharesshares | Sep. 30, 2018USD ($) | Mar. 26, 2019shares | Dec. 31, 2018$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Warrants, exercise price | $ / shares | $ 7.155 | ||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock, shares authorized | 24,984,166 | 24,984,166 | 24,984,166 | ||||||||||
Number of stock incentive plans | Incentive_Plan | 2 | ||||||||||||
Stock incentive plan expiration date | Aug. 31, 2015 | ||||||||||||
Award authorized by board | 800,000 | ||||||||||||
Compensation costs associated | $ | $ 679,600 | $ 103,904 | $ 751,996 | $ 311,712 | |||||||||
Number of warrants | 120,000 | 120,000 | |||||||||||
Warrants, expiration date | Oct. 1, 2021 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 700,000 | ||||||||||||
Stock issued during theperiod share warrants | 120,000 | ||||||||||||
Accounting Standards Update 2017-01 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percent of ownership acquired | 79.90% | ||||||||||||
Business combination number of shares issued or issuable | 249,584 | ||||||||||||
Bismarck [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Business combination number of shares issued or issuable | 249,584 | ||||||||||||
Bismarck [Member] | Accounting Standards Update 2017-01 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percent of ownership acquired | 79.90% | ||||||||||||
Business combination number of shares issued or issuable | 249,584 | ||||||||||||
Note And Warrant Purchase Agreement [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Warrants, exercise price | $ / shares | $ 5.756 | $ 12 | $ 12 | ||||||||||
Number of warrants | 65,625 | 65,625 | |||||||||||
Warrants, expiration date | Jul. 12, 2024 | Jul. 21, 2021 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 196,135 | ||||||||||||
Note And Warrant Purchase Agreement [Member] | Second Amendment Agreement [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Warrants, exercise price | $ / shares | $ 5.756 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 196,135 | ||||||||||||
2015 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Award authorized by board | 450,000 | ||||||||||||
Director Fees [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Compensation costs associated | $ | $ 675,000 | ||||||||||||
Series AA-2 Convertible Preferred Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, shares authorized | 7,223,145 | 7,223,145 | |||||||||||
Series AA-2 Convertible Preferred Stock [Member] | Penelope Mining LLC [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of trading days | d | 20 | ||||||||||||
Series AA-1 Convertible Preferred Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, shares authorized | 8,427,004 | 8,427,004 | |||||||||||
Preferred stock Liquidation preference accretion rate | 8.00% | ||||||||||||
Minimum [Member] | Series AA-2 Convertible Preferred Stock [Member] | Penelope Mining LLC [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Closing price of common stock | $ / shares | $ 15.12 | ||||||||||||
Notes Payable, Other Payables [Member] | Epsilon Acquisitions, LLC [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Warrants, exercise price | $ / shares | $ 3.52 | $ 3.52 | $ 3.52 | ||||||||||
Warrant Expiration Date | Oct. 1, 2021 | ||||||||||||
Warrant right exercise price description | Warrant shall be the number determined by multiplying 120,000 by a fraction, (a) the numerator of which is the aggregate principal amount of advances that have been extended to the OME by Epsilon pursuant to the Restated Note Purchase Agreement on or after the date of the Warrant and prior to the date of such failure and (b) the denominator of which is $3.0 million. | ||||||||||||
Number of trading days | d | 75 | 75 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 120,000 | ||||||||||||
Incentive Stock Options [Member] | 2015 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Award authorized by board | 450,000 | ||||||||||||
Additional shares authorized for stock-based compensation | 200,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common stock and warrants sold | 700,000 | ||||||||||||
Repurchases of common stock, shares | 700,000 | ||||||||||||
Purchase price of repurchased shares | $ / shares | $ 7.155 | ||||||||||||
Warrants, exercise price | $ / shares | $ 7.155 | ||||||||||||
Warrant Expiration Date | Nov. 2, 2023 | ||||||||||||
Warrant right exercise price description | The warrants have an exercise price of $7.155 per share of common stock and are exercisable in accordance with their terms at any time on or before the close of business on November 2, 2023. | ||||||||||||
Common Stock [Member] | Incentive Stock Options [Member] | 2015 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Exercise price of incentive option granted | With respect to each grant of an ISO to a participant who is not a ten percent stockholder, the exercise price shall not be less than the fair market value of a share on the date the ISO is granted. With respect to each grant of an ISO to a participant who is a ten percent stockholder, the exercise price shall not be less than one hundred ten percent (110%) of the fair market value of a share on the date the ISO is granted. | ||||||||||||
Maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year | 83,333 | ||||||||||||
Maximum aggregate amount of cash that may be paid in cash to any person during any calendar year | $ | $ 2,000,000 | ||||||||||||
Common Stock [Member] | Incentive Stock Options [Member] | Minimum [Member] | 2015 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Eligible employee threshold percentage | 10.00% | ||||||||||||
Purchase price of common stock percentage | 110.00% |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Summary of Preferred Stock Allocated to Investors (Detail) - Penelope Mining LLC [Member] | Sep. 30, 2019USD ($)$ / sharesshares |
Preferred Stock [Line Items] | |
Shares | shares | 15,650,149 |
Total Investment | $ | $ 144,462,918 |
Series AA-1 Convertible Preferred Stock [Member] | |
Preferred Stock [Line Items] | |
Shares | shares | 8,427,004 |
Price Per Share | $ / shares | $ 12 |
Total Investment | $ | $ 101,124,048 |
Series AA-2 Convertible Preferred Stock [Member] | |
Preferred Stock [Line Items] | |
Shares | shares | 7,223,145 |
Price Per Share | $ / shares | $ 6 |
Total Investment | $ | $ 43,338,870 |
Concentration of Credit Risk -
Concentration of Credit Risk - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2019USD ($)Institution | |
Debt Disclosure [Abstract] | |
Uninsured cash balance | $ 103,195 |
Number of financial institutions in which cash is deposited | Institution | 1 |
Amount of loan outstanding with variable interest rate | $ 0 |
Deferred Income and Revenue Par
Deferred Income and Revenue Participation Rights - Participating Revenue Rights (Detail) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Deferred Revenue Arrangement [Line Items] | ||
Revenue participation rights | $ 3,818,750 | $ 4,643,750 |
"Cambridge" Project [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Revenue participation rights | 825,000 | |
"Seattle" Project [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Revenue participation rights | 62,500 | 62,500 |
Galt Resources, LLC (HMS Victory project) [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Revenue participation rights | $ 3,756,250 | $ 3,756,250 |
Revenue Participation Rights -
Revenue Participation Rights - Additional Information (Detail) | 1 Months Ended | 9 Months Ended |
Feb. 28, 2011USD ($) | Sep. 30, 2019USD ($)InvestmentProject$ / Securityshares | |
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | $ 825,000 | |
Revenue participation agreement | $ 15,000,000 | |
"Seattle" Project [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Percentage of revenue owed to certificate holder per each million invested | 1.00% | |
Common shares issued per unit | shares | 100,000 | |
Galt Resources, LLC [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Percentage of revenue owed to certificate holders | 50.00% | |
Percentage of revenue owed to certificate holder per each million invested | 1.00% | |
Investment multiplier in case of project success | Investment | 3 | |
Projects after bifurcation | Project | 2 | |
Galt Resources, LLC [Member] | SS Gairsoppa [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | $ 3,756,250 | |
Galt Resources, LLC [Member] | Maximum [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Investment for future revenue rights | $ 7,512,500 | |
HMS Victory Project [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Percentage of revenue owed to certificate holders | 7.5125% | |
Revenue Participation Certificates [Member] | "Cambridge" Project [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Revenue participation certificates per unit value | $ / Security | 50,000 | |
Revenue Participation Certificates [Member] | "Seattle" Project [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Revenue participation certificates per unit value | $ / Security | 50,000 | |
First Payment [Member] | "Cambridge" Project [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Percentage of revenue owed to certificate holders | 100.00% | |
Revenue owed to certificate holder | $ 825,000 | |
Second Payment [Member] | "Cambridge" Project [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Percentage of revenue owed to certificate holders | 24.75% | |
Second Payment [Member] | "Cambridge" Project [Member] | Minimum [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Revenue owed to certificate holder | $ 4,000,000 | |
Second Payment [Member] | "Cambridge" Project [Member] | Maximum [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Revenue owed to certificate holder | $ 35,000,000 | |
Third Payment [Member] | "Cambridge" Project [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Percentage of revenue owed to certificate holders | 12.375% | |
Revenue owed to certificate holder | $ 35,000,000 |
Other Debt - Additional Informa
Other Debt - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2018 | Sep. 30, 2019 | |
Debt Instrument [Line Items] | ||
Trade payable, interest bearing interest rate | 12.00% | |
Trade payable in accounts payable | $ 600,000 | |
Collateral asset carrying value | $ 0 | |
Magellan Offshore Services Ltd [Member] | Marine Equipment [Member] | ||
Debt Instrument [Line Items] | ||
Proceeds from sale of marine equipment | $ 1,000,000 | |
Contingent liability | $ 500,000 | |
Collateral Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument maturity date | Aug. 31, 2018 |