Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 01, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | ODYSSEY MARINE EXPLORATION INC | |
Entity Central Index Key | 0000798528 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Tax Identification Number | 84-1018684 | |
Entity File Number | 001-31895 | |
Current Fiscal Year End Date | --12-31 | |
Entity Address, Address Line One | 205 S. Hoover Blvd. | |
Entity Address, Address Line Two | Suite 210 | |
Entity Address, City or Town | Tampa | |
Entity Address, Postal Zip Code | 33609 | |
Entity Incorporation, State or Country Code | NV | |
Local Phone Number | 876-1776 | |
City Area Code | 813 | |
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 | |
Trading Symbol | OMEX | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 13,307,180 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 4,786,353 | $ 6,163,205 |
Accounts receivable and other, net | 257,721 | 160,257 |
Other current assets | 325,758 | 587,394 |
Total current assets | 5,369,832 | 6,910,856 |
PROPERTY AND EQUIPMENT | ||
Equipment and office fixtures | 7,293,393 | 7,295,717 |
Right to use – operating lease, net | 535,832 | 607,039 |
Accumulated depreciation | (7,276,262) | (7,287,999) |
Total property and equipment | 552,963 | 614,757 |
NON-CURRENT ASSETS | ||
Investment in unconsolidated entity | 2,809,450 | 2,370,794 |
Exploration license | 1,821,251 | 1,821,251 |
Other non-current assets | 41,806 | 41,806 |
Total non-current assets | 4,672,507 | 4,233,851 |
Total assets | 10,595,302 | 11,759,464 |
CURRENT LIABILITIES | ||
Accounts payable | 2,743,428 | 1,463,668 |
Accrued expenses | 27,268,982 | 21,174,005 |
Operating lease obligation | 152,330 | 142,080 |
Loans payable | 29,919,240 | 31,104,239 |
Total current liabilities | 60,083,980 | 53,883,992 |
LONG-TERM LIABILITIES | ||
Loans payable | 14,013,355 | 11,489,029 |
Operating lease obligation | 400,531 | 478,966 |
Deferred income and revenue participation rights | 0 | 3,818,750 |
Total long-term liabilities | 14,413,886 | 15,786,745 |
Total liabilities | 74,497,866 | 69,670,737 |
Commitments and contingencies (NOTE H) | ||
STOCKHOLDERS' EQUITY/(DEFICIT) | ||
Preferred stock - $.0001 par value; 24,984,166 shares authorized; none outstanding | 0 | 0 |
Common stock – $.0001 par value; 75,000,000 shares authorized; 13,023,330 and 12,591,084 issued and outstanding | 1,302 | 1,259 |
Additional paid-in capital | 240,393,183 | 237,505,357 |
Accumulated (deficit) | (271,082,179) | (265,134,462) |
Total stockholders' equity/(deficit) before non-controlling interest | (30,687,694) | (27,627,846) |
Non-controlling interest | (33,214,870) | (30,283,427) |
Total stockholders' equity/(deficit) | (63,902,564) | (57,911,273) |
Total liabilities and stockholders' equity/(deficit) | $ 10,595,302 | $ 11,759,464 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 24,984,166 | 24,984,166 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 13,023,330 | 12,591,084 |
Common stock, shares outstanding | 13,023,330 | 12,591,084 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
REVENUE | ||||
Revenue | $ 182,334 | $ 519,969 | $ 474,010 | $ 1,525,481 |
OPERATING EXPENSES | ||||
Marketing, general and administrative | 1,699,809 | 1,282,790 | 2,991,422 | 2,680,175 |
Operations and research | 3,429,165 | 3,284,668 | 5,226,602 | 5,740,831 |
Total operating expenses | 5,128,974 | 4,567,458 | 8,218,024 | 8,421,006 |
INCOME (LOSS) FROM OPERATIONS | (4,946,640) | (4,047,489) | (7,744,014) | (6,895,525) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (2,629,253) | (1,561,697) | (5,009,729) | (2,897,315) |
Loss in hybrid-instrument fair value | (222,100) | (425,215) | ||
Other | 3,820,199 | 8,760 | 3,874,583 | 50,808 |
Total other income (expense) | 1,190,946 | (1,775,037) | (1,135,146) | (3,271,722) |
(LOSS) BEFORE INCOME TAXES | (3,755,694) | (5,822,526) | (8,879,160) | (10,167,247) |
Income tax benefit (provision) | 0 | 0 | ||
NET (LOSS) BEFORE NON-CONTROLLING INTEREST | (3,755,694) | (5,822,526) | (8,879,160) | (10,167,247) |
Non-controlling interest | 1,528,195 | 1,723,903 | 2,931,443 | 3,170,649 |
NET (LOSS) | $ (2,227,499) | $ (4,098,623) | $ (5,947,717) | $ (6,996,598) |
NET (LOSS) PER SHARE | ||||
Basic and diluted (See NOTE B) | $ (0.17) | $ (0.43) | $ (0.46) | $ (0.73) |
Weighted average number of common shares outstanding | ||||
Basic | 13,023,330 | 9,542,449 | 12,818,266 | 9,530,056 |
Diluted | 13,023,330 | 9,542,449 | 12,818,266 | 9,530,056 |
Service revenue and other [Member] | ||||
REVENUE | ||||
Revenue | $ 182,334 | $ 296,444 | $ 438,656 | $ 590,835 |
Expedition [Member] | ||||
REVENUE | ||||
Expedition | $ 223,525 | $ 35,354 | $ 934,646 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholder's Equity / (Deficit) - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Non-controlling Interest [Member] |
Beginning Balance at Dec. 31, 2019 | $ (53,297,417) | $ 948 | $ 221,027,057 | $ (250,322,307) | $ (24,003,115) |
Share-based compensation | 488,926 | 6 | 488,920 | ||
Fair value of warrants issued | 1,080,260 | 1,080,260 | |||
Net (loss) | (10,167,247) | (6,996,598) | (3,170,649) | ||
Ending Balance at Jun. 30, 2020 | (61,895,478) | 954 | 222,596,237 | (257,318,905) | (27,173,764) |
Beginning Balance at Mar. 31, 2020 | (56,461,562) | 954 | 222,207,627 | (253,220,282) | (25,449,861) |
Share-based compensation | 105,162 | 105,162 | |||
Fair value of warrants issued | 283,448 | 283,448 | |||
Net (loss) | (5,822,526) | (4,098,623) | (1,723,903) | ||
Ending Balance at Jun. 30, 2020 | (61,895,478) | 954 | 222,596,237 | (257,318,905) | (27,173,764) |
Beginning Balance at Dec. 31, 2020 | (57,911,273) | 1,259 | 237,505,357 | (265,134,462) | (30,283,427) |
Share-based compensation | 625,293 | 1 | 625,292 | ||
Common stock issued for converted convertible debt | 1,448,697 | 41 | 1,448,656 | ||
Common stock issued for services | 100,000 | 1 | 99,999 | ||
Sale of subsidiary equity | 713,879 | 713,879 | |||
Net (loss) | (8,879,160) | (5,947,717) | (2,931,443) | ||
Ending Balance at Jun. 30, 2021 | (63,902,564) | 1,302 | 240,393,183 | (271,082,179) | (33,214,870) |
Beginning Balance at Mar. 31, 2021 | (60,490,475) | 1,302 | 240,049,578 | (268,854,680) | (31,686,675) |
Share-based compensation | 343,605 | 343,605 | |||
Net (loss) | (3,755,694) | (2,227,499) | (1,528,195) | ||
Ending Balance at Jun. 30, 2021 | $ (63,902,564) | $ 1,302 | $ 240,393,183 | $ (271,082,179) | $ (33,214,870) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss before non-controlling interest | $ (8,879,160) | $ (10,167,247) |
Adjustments to reconcile net loss to net cash (used) by operating activities: | ||
Investment in unconsolidated entity | (438,656) | |
Depreciation and amortization | 4,517 | 4,937 |
Financed lender fees amortization | 60,545 | 21,277 |
Note payable interest accretion | (74,268) | (81,709) |
Right of use asset amortization | 71,207 | 64,860 |
Share-based compensation | 625,293 | 210,324 |
Change in hybrid-instrument fair value | 425,215 | |
Deferred income | (3,818,750) | |
(Increase) decrease in: | ||
Accounts receivable | (97,464) | (369,386) |
Other assets | 261,636 | 267,025 |
Increase (decrease) in: | ||
Accounts payable | 2,550,544 | 2,789,237 |
Accrued expenses and other | 6,896,227 | 4,240,126 |
NET CASH (USED) BY OPERATING ACTIVITIES | (2,838,329) | (2,595,341) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (13,930) | |
NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES | (13,930) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of notes payable | 1,184,295 | 2,886,154 |
Operating lease liability reduction | (68,185) | (58,988) |
Sale of subsidiary equity | 713,879 | |
Payment of debt obligation | (354,582) | (221,503) |
NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES | 1,475,407 | 2,605,663 |
NET INCREASE (DECREASE) IN CASH | (1,376,852) | 10,322 |
CASH AT BEGINNING OF PERIOD | 6,163,205 | 213,389 |
CASH AT END OF PERIOD | 4,786,353 | 223,711 |
SUPPLEMENTARY INFORMATION: | ||
Interest paid | 0 | |
Income taxes paid | 0 | |
NON-CASH TRANSACTIONS: | ||
Director compensation settled with equity | 100,000 | $ 278,602 |
Accrued interest settled with common stock | $ 34,520 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Debt discount amount | $ 1,080,260 | |
Exercise price | $ 4.67 | |
Non-cash litigation financing | ||
Amount settlement from vendor | $ 1,168,754 | 1,823,519 |
Lender financed debt fees | $ 200,000 | |
Epsilon Acquisitions, LLC [Member] | ||
Conversion of stock, amount converted | $ 1,448,697 | |
Exercise price | $ 3.52 | |
Conversion of stock, shares Issued | 411,562 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 and the results of operations and cash flows for the interim periods presented. Operating results for the three and six-month Accounting standards not yet applied In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-06, 470-20) 815-40). The amendments in ASU No. 2020-06 No. 2020-06 On October 31, 2018, the SEC adopted a final rule (“New Final Rule”) that will replace SEC Industry Guide 7 with new disclosure requirements that are more closely aligned with current industry and global regulatory practices and standards, including NI 43-101. The FASB recently issued ASU 2021-04 Other recent accounting pronouncements issued by the FASB, the AICPA and the SEC did not or are not believed by management to have a material effect, if any, on the Company’s financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
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 direct and indirect wholly owned subsidiaries, both domestic and international. Equity investments in which we exercise significant influence but do not control and of which we are not the primary beneficiary are accounted for using the equity method. All significant inter-company and intra-company transactions and balances have been eliminated. The results of operations attributable to the non-controlling non-wholly Use of Estimates Management uses estimates and assumptions in preparing these consolidated financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used. Reclassifications Certain reclassifications have been made to the 2020 consolidated financial statements in order to conform to the classifications used in 2021. The reclassifications had no impact to operations or working capital. Revenue Recognition and Accounts Receivable Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. The Company currently generates revenues from service contracts with customers. Currently, there are two sources of revenue, marine services and other services. The contracts for these services provide research, scientific services, marine operations planning, management execution and project management. These services are billed generally on a monthly basis and recognized as revenue as the services are performed. Revenue is recognized at a point in time as services are provided, as the customers simultaneously receive and consume the benefits provided by the Company each month. The Company generally does not receive any upfront consideration for these services, and there is no variable consideration for the services. Costs associated with both services include all direct consulting labor, and minimal supplies, and is charged to operations as a component of Operations and Research. Accounts receivable are based on amounts billed to customers. Generally accepted accounting principles state an estimate is to be made for an allowance for doubtful accounts. We have determined no allowance is currently necessary. If we were to have a recorded allowance, the accounts receivable would be stated net of the recorded allowance. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in banks. We also consider all highly liquid investments with a maturity of or less when purchased to be cash equivalents. Exploration License The Company follows the guidance pursuant to ASU 350, “ Intangibles-Goodwill and Other . Long-Lived Assets Our policy is to recognize impairment losses relating to long-lived assets in accordance with the ASC 360 Property, Plant and Equipment. Decisions are based on several factors, including, but not limited to, management’s plans for future operations, recent operating results and projected cash flows. Impairment losses are included in depreciation at the time of impairment. We did not have any impairments in 2021 or 2020. Property and Equipment and Depreciation Property and equipment is stated at historical cost. Depreciation is calculated using the straight-line method at rates based on the assets’ estimated useful lives which are normally between three and . Leasehold improvements are amortized over their estimated useful lives or lease term, if shorter. Items that may require major overhauls (such as marine equipment) that enhance or extend the useful life of these assets qualify to be capitalized and depreciated over the useful life or remaining life of that asset, whichever was shorter. All other repairs and maintenance were accounted for under the direct-expensing method and are expensed when incurred. Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. 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 if-converted if-converted two-class For the six months ended J une 30, 2021 and 2020, the weighted average common shares outstanding year-to-date were and , respectively. For the periods in which net losses occurred, all potential common shares were excluded from diluted EPS because the effect of including such shares would be anti-dilutive. The potential common shares in the following tables represent potential common shares calculated using the if-converted Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Average market price during the period $ 6.55 $ 4.27 $ 6.91 $ 4.04 In the money potential common shares from options excluded 22,493 22,493 22,493 22,493 In the money potential common shares from warrants excluded 2,781,314 633,784 2,781,314 633,784 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 Six Months Ended Per share exercise price June 30, June 30, June 30, June 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 $7.16 700,000 700,000 700,000 700,000 Total excluded 916,158 916,158 916,158 916,158 The common shares relating to our unvested restricted stock awards that were excluded from potential common shares in the earning per share calculation due to having an anti-dilutive effect are: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Potential common shares from unvested restricted stock awards excluded from EPS 497,350 343,353 497,350 343,353 The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Net income (loss) $ (2,227,499 ) $ (4,098,623 ) $ (5,947,717 ) $ (6,996,598 ) Numerator, basic and diluted net income (loss) available to stockholders $ (2,227,499 ) $ (4,098,623 ) $ (5,947,717 ) $ (6,996,598 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 13,023,330 9,542,449 12,818,266 9,530,056 Common shares outstanding for basic 13,023,330 9,542,449 12,818,266 9,530,056 Shares used in computation – diluted: Common shares outstanding for basic 13,023,330 9,542,449 12,818,266 9,530,056 Shares used in computing diluted net income per share 13,023,330 9,542,449 12,818,266 9,530,056 Net (loss) per share – basic $ (0.17 ) $ (0.43 ) $ (0.46 ) $ (0.73 ) Net (loss) per share – diluted $ (0.17 ) $ (0.43 ) $ (0.46 ) $ (0.73 ) 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 Fair Value of Financial Instruments Financial instruments consist of cash, evidence of ownership in an entity, and contracts that both (i) impose on one entity a contractual obligation to deliver cash or another financial instrument to a second entity, or to exchange other financial instruments on potentially unfavorable terms with the second entity, and (ii) conveys to that second entity a contractual right (a) to receive cash or another financial instrument from the first entity, or (b) to exchange other financial instruments on potentially favorable terms with the first entity. Accordingly, our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, derivative financial instruments and mortgage and loans payable. We carry cash and cash equivalents, accounts payable and accrued liabilities, and mortgage and loans payable at the approximate fair market value, and, accordingly, these estimates are not necessarily indicative of the amounts that we could realize in a current market exchange. We carry derivative financial instruments at fair value as is required under current accounting standards. Derivative financial instruments consist of financial instruments or other contracts that contain a notional amount and one or more underlying variables (e.g., interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. We generally do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we have entered into certain other financial instruments and contracts with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash Derivatives and Hedging We adopted ASC Topic 820 for certain financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: Fair Value Hierarchy The three levels of inputs that may be used to measure fair value are as follows: Level 1. Level 2. non-binding Level 3. non-binding non-binding At June 30, 2021 and December 31, 2020, the Company did not have any financial instruments measured on a recurring basis. 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 | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Accounts Receivable and Other | NOTE C – ACCOUNTS RECEIVABLE AND OTHER Our accounts receivable consists of the following: June 30, 2021 December 31, 2020 Related party 257,721 160,220 Other — 37 Total accounts receivable and other $ 257,721 $ 160,257 We perform services for a deep-sea |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE D – RELATED PARTY TRANSACTIONS We currently provide services to a deep-sea , Odyssey’s past Chairman of the Board. Mr. Stemm’s involvement with this company was disclosed to, and approved by, the Odyssey Board of Directors and legal counsel pursuant to the terms of Mr. Stemm’s consulting agreement at that time. We are providing these services pursuant to a Master Services Agreement that provides for back-office services in exchange for a recurring monthly fee as well as other deep-sea mineral related services on a cost-plus profit basis and will be compensated for these services with a combination of cash and equity in CIC. For the year to date, we invoiced CIC a total of $ , which was for technical and support services. We have the option to accept equity in payment of the amounts due from CIC. See NOTE C for related accounts receivable at June , and December , and NOTE F for our investment in an unconsolidated entity. The above terms and amounts are not necessarily indicative of the terms and amounts that would have been incurred had comparable transactions been entered into with independent parties. |
Exploration License
Exploration License | 6 Months Ended |
Jun. 30, 2021 | |
Exploration License [Abstract] | |
Exploration License | NOTE E – EXPLORATION LICENSE On July 9, 2019 we acquired 2017-01 805-50-30-2 Initial Measurement 360-10-35-21 Subsequent Measurement. six-month 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- $ 1,821,251 Current assets 1,748 Current liabilities (3,516 ) Less: Non-controlling (365,717 ) Total net assets acquired $ 1,453,766 Included in this acquisition are the rights to Bismarck’s exploration license, which is renewable every two years. Per ASC 350-30-35-3, $ 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 | 6 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments In Unconsolidated Entities | NOTE F – INVESTMENTS IN UNCONSOLIDATED ENTITIES Neptune Minerals, Inc. (NMI) Our current investment in NMI consists of Class B Common non-voting shares and Series A Preferred non-voting shares. These preferred shares are convertible into an aggregate of shares of Class B non-voting common stock. Our holdings now constitute an approximate % ownership in NMI. Our estimated share of unrecognized NMI equity-method losses is approximately $ million. We have not recognized the accumulated $ 21.3 21.3 because the losses occurred when they were an equity-method investment. The aforementioned loss carryforward is based on NMI’s last unaudited financial statements as of December 31, 2016. We do not believe losses NMI may have incurred from the calendar year of 2017 to current day to be material. We do not have any financial obligations to NMI, and we are not committed to provide financial support to NMI. Although we are a shareholder of NMI, we have no representation on the board of directors or in management of NMI and do not hold any Class A voting shares . We are not involved in the management of NMI nor do we participate in their policy-making. Accordingly, we are not the primary beneficiary of NMI. As of June , , the net carrying value of our investment in NMI was in our consolidated financial statements. Chatham Rock Phosphate, Limited. During 2012, we performed deep-sea Debt and Equity Securities CIC LLC In 2018, we began providing services to CIC LLC (see NOTE D). This company is pursuing deep water exploration permits in foreign waters. Due to the initial structure of the company, we determined this venture to be a variable interest entity (VIE) consistent with ASU 2015-2. We have determined we are not the primary beneficiary of the VIE and, therefore, we have not consolidated this entity. Additionally, we also will record the investment under the cost method as we have determined we do not exercise significant influence over the entity. We will assess our investment for impairment annually and, if a loss in value is deemed other than temporary, an impairment charge will be recorded. At June 30, 2021 and December 31, 2020, the accumulated investment in the entity was $ and $ , respectively, which is classified as an investment in unconsolidated entity in our consolidated balance sheets. We reviewed the following items to assist in determining CIC LLC’s composition. We account for the investments we make in certain legal entities in which equity investors do not have (1) sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support, or (2) as a group, the holders of the equity investment at risk do not have either the power, through voting or similar rights, to direct the activities of the legal entity that most significantly impact the entity’s economic performance, or (3) the obligation to absorb the expected losses of the legal entity or the right to receive expected residual returns of the legal entity. This type of legal entity is referred to as a VIE. We would consolidate the results of any such entity in which we determined we had a controlling financial interest. We would have a “controlling financial interest” in such an entity if we had both the power to direct the activities that most significantly affect the VIE’s economic performance and the obligation to absorb the losses of, or right to receive benefits from, the VIE that could be potentially significant to the VIE. On a quarterly basis, we reassess whether we have a controlling financial interest in our investments we have in these legal entities. We determine whether any of the entities in which we have made investments is a VIE at the start of each new venture and if a reconsideration event has occurred. At such times, we also consider whether we must consolidate a VIE and/or disclose information about our involvement in a VIE. A reporting entity must consolidate a VIE if that reporting entity has a variable interest (or combination of variable interests) that will absorb a majority of the VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both. A reporting entity must consider the rights and obligations conveyed by its variable interests and the relationship of its variable interests with variable interests held by other parties to determine whether its variable interests will absorb a majority of a VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE G - INCOME TAXES During the six-month Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between financial statement Accounting for Income Taxes The increase in the valuation allowance as of million in net operating loss year-to-date. The change in the valuation allowance is as follows: June 30, 2021 $ 69,173,129 December 31, 2020 68,859,984 Change in valuation allowance $ 313,145 Our estimated annual effective tax rate before the valuation allowance as of June 30, 2021 is 5.265% while our June 30, 2021 effective tax rate is 0.0% because of the full valuation allowance. 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 2017. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE H – COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company may be subject to a variety of claims and suits that arise from time to time in the ordinary course of business. We are not a party to any litigation as a defendant where a loss contingency is required to be reflected in our consolidated financial statements. Contingency During March 2016, our Board of Directors approved the grant and issuance of 3.0 million new equity shares of Oceanica Resources, S.R.L. (“Oceanica”) to two attorneys for their future services. This equity would only be issuable upon the Mexican’s government approval and issuance of the Environmental Impact Assessment (“EIA”) for our Mexican subsidiary. All possible grants of new equity shares were approved by the Administrators of Oceanica. We also owe consultants contingent success fees of up to $700,000 upon the approval and issuance of the EIA. The EIA has not been approved as of the date of this report. The Company is due a payment upon settlement of a related legal case regarding a previously completed shipwreck recovery. A final settlement is expected in 2021 and the Company estimates the proceeds that would be retained by Odyssey would exceed $3.0 million. ASC 450 Contingencies six-month Going Concern Consideration We have experienced several years of net losses and may continue to do so. Our ability to generate net income or positive cash flows for the following twelve months is dependent upon financings, our success in developing and monetizing our interests in mineral exploration entities, generating income from exploration charters, collecting on amounts owed to us, or completing the MINOSA/Penelope equity financing transaction approved by our stockholders on June 9, 2015. Our 2021 business plan requires us to generate new cash inflows to effectively allow us to perform our planned projects. We continually plan to generate new cash inflows through the monetization of our receivables and equity stakes in seabed mineral companies, financings, syndications or other partnership opportunities. If cash inflow ever becomes insufficient to meet our desired projected business plan requirements, we would be required to follow a contingency business plan that is based on curtailed expenses and fewer cash requirements. On August 21, 2020, we sold an aggregate of 2,553,314 shares of our common stock and warrants to purchase up to 1,901,985 shares of our common stock. The net proceeds received from this sale, after offering expenses of $0.3 million, were $11.3 million (See NOTE J). These proceeds, coupled with other anticipated cash inflows, are expected to provide operating funds through early 2022. On March 11, 2015, 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 $14.75 million, and (b) Penelope agreed to invest up to $101 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 9, 2015, and MINOSA and Penelope are currently under no obligation to make the preferred share equity investments. Our consolidated non-restricted cash balance at June 30, 2021 was $ million. We have a working capital deficit at June 30, 2021 of $ million. Our largest loan of $ million from MINOSA had a due date of December 31, 2017 which is now linked to other stipulations, see NOTE I for further detail. The majority of our remaining assets have been pledged to MINOSA, and its affiliates, and to Monaco Financial LLC, leaving us with few opportunities to raise additional funds from our balance sheet. The total consolidated book value of our assets was approximately $ million at June 30, 2021, which includes cash of $ million. The fair market value of these assets may differ from their net carrying book value. Even though we executed the above noted financing arrangement with Penelope, Penelope must purchase the shares for us to be able to complete the equity component of the transaction. The Penelope equity transaction is heavily dependent on the outcome of our subsidiary’s application approval process for an environmental permit (EIA) to commercially develop a mineralized phosphate deposit off the coast of Mexico. The factors noted above raise doubt about our ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. Lease commitment In August 2019, we entered into non-cancellable At June 30, 2021, the ROU asset and lease obligation were, $394,457 and $407,331, respectively. The remaining lease payment obligations are as follows: Year ending December 31, Annual payment 2021 74,680 2022 151,965 2023 156,524 2024 92,884 $ 476,053 During the third quarter of 2019, we entered into a five-year five-year At June 30, 2021, the ROU asset and lease obligation were, $141,375 and $145,530, respectively. The remaining lease payment obligations are as follows: Year ending December 31, Annual payment 2021 25,346 2022 51,827 2023 53,382 2024 40,930 $ 171,485 We have recognized six months |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2021 | |
Text Block [Abstract] | |
Loans Payable | NOTE I –LOANS PAYABLE The Company’s consolidated notes payable consisted of the following carrying values at: June 30, 2021 December 31, 2020 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 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 1,060,864 1,245,863 Note 9 – Litigation financing 13,493,055 10,968,729 Note 10 – Payroll Protection Program 370,400 370,400 Note 11 – Emergency Injury Disaster Loan 149,900 149,900 Note 12 – Vendor note payable 484,009 484,009 $ 43,932,595 $ 42,593,268 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 10-K re-priced per share. In October 2018, the parties executed a Forbearance Agreement that extended the period of this Share Purchase Option to a period of one six million at June 30, 2021 and December 31, 2020, respectively. In March 2016, Monaco (a) one-half deep-tow . In October of 2018, both parties executed a Forbearance Agreement that extended the Option’s 30 day period following a loan payoff to seven (7) months. During 2017, we sold a marine vessel to a related party of Monaco for 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 $ was recorded. This BCF has been fully amortized as of March 31, 2018. For the three and $ , respectively, was recorded. For the six ended June 30, 2021 and 2020 interest expense in the amount of $ and $ , respectively, was recorded. 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 2014 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 shipwreck project (“SSCA”) or (ii) if the proceeds received from the SSCA project were insufficient to pay off the loan balance by , then Monaco could seek repayment of the remaining outstanding balance on the loan by withholding Odyssey’s % “additional consideration” in new shipwreck projects performed for Monaco in the future. For the Second Tranche ($ advanced on October 1, 2014), Monaco agreed to reduce the principal amount by $ leaving a new principal balance of $ and extension of maturity to . For the Third Tranche ($ advanced on December 1, 2014), Monaco agreed to the extension of maturity to . 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 $ million loan agreement with Monaco in March 2016, the existing $ million 2014 shares of Oceanica at a fixed conversion price of $ per share, or $ . Any remaining debt in excess of $ is not convertible. Additionally, the modification eliminated Monaco’s option (“share purchase option”) to purchase shares of Oceanica stock at a price of $ per share. The modification was analyzed under ASC 480 Distinguishing Liabilities from Equity (“ASC 480”) to determine if extinguishment accounting was applicable. Under ASC 470-50-40-10 a modification or an exchange that adds or eliminates a substantive conversion option as of the conversion date is always considered substantial and requires extinguishment accounting. Since this modification added a substantive conversion option, extinguishment accounting is applicable. In accordance with the extinguishment accounting guidance (a) the share purchase option was first marked to its pre-modification fair value, (b) the new debt was recorded at fair value and (c) the old debt and share purchased option was removed. The difference between the fair value of the new debt and the sum of the pre-modification carrying amount of the old debt and the share purchase option’s fair value represented a gain on extinguishment. ASC 470-50-40-2 indicates that debt restructuring with a related party may be in essence a capital transaction and as a result the gain of $ million was recognized in additional paid in capital upon extinguishment. Note 3 – MINOSA On March 11, 2015, in was recorded. For the six months ended June 30, 2021 and 2020 interest expense in the amount of 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 $ 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, which provides that in situations when a party lends funds to a seller and is given an option to buy the property at a certain date in the future, the loan shall be recorded at its present value using market interest rates and any excess of the proceeds over that amount credited to an option deposit account. If the option is exercised, the deposit shall be included as part of the sales proceeds; if not exercised, it shall be credited to income in the period in which the option lapses. Based on the previous conclusions, we allocated the cash proceeds first to the debt at its present value using a market rat e of %, 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 $ million in two installments of $ million on March 31, 2016 and April 30, 2016. The indebtedness bears interest at a rate of % per annum and was due on . We were also responsible for $ of the lender’s out of pocket costs. This amount is included in the loan balance. In pledge agreements related to the loans, Epsilon has the right to convert the outstanding indebtedness into shares of our common stock upon days’ notice to us or upon a merger, consolidation, third party tender offer, or similar transaction relating to us at the conversion price of $ per share, which represents the five-day volume-weighted average price of Odyssey’s common stock for the five trading day period ending on March 17, 2016. On January 25, 2017, Epsilon provided notice to us that it would convert the initial $ million plus accrued interest per the Restated Note Purchase Agreement at $ per share in accordance with the terms of the agreement. The conversion and issuance of new shares was effective April 10, 2017 and included accrued interest of $ for a total shares. Upon the occurrence and during the continuance of an event of default, the conversion price was to be reduced to $ per share. Following any conversion of the indebtedness, Penelope Mining LLC (an affiliate of Epsilon) (“Penelope”), may elect to reduce its commitment to purchase preferred stock of Odyssey under the Stock Purchase Agreement, dated as of March 11, 2015 (as amended, the “Stock Purchase Agreement”), among Odyssey, Penelope, and Minera del Norte, S.A. de C.V. (“MINOSA”) by the amount of indebtedness converted. Pursuant to the 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 five-day As an inducement five-day Accounting considerations for additional tranches We evaluated 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 respectively, was recorded. For the six months ended June 30, 2021 and 2020 interest expense in the amount of 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, because Epsilon converted the first $3.0 million into 670,455 of our common shares and assigned $2.0 million to MINOSA, the principal indebtedness at June 30, 2021 was zero and at December 31, 2020 was $1.0 million. Note 5 – SMOM On May 3, 2017, we six 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 June 30, 2021 and December 31, 2020, the outstanding principal balance, including the Epsilon assignment, was $5.05 million. The indebtedness is evidenced by a secured convertible promissory note (the “Minosa Note”) and bears interest at a rate equal to 10.0% per annum. Unless otherwise converted as described below, the entire outstanding principal balance under this Minosa Note and all accrued interest and fees are due and payable upon written demand by MINOSA; provided, that MINOSA agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Minosa Note) or (b) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that MINOSA intends to demand payment. MINOSA has not provided any notice they intend to issue a payment demand notice. We unconditionally and irrevocably guaranteed all of the obligations under the Minosa Purchase Agreement and the Minosa Note. MINOSA has the right to convert all amounts outstanding under the Minosa Note into shares of our common stock upon 75 days’ notice to us or upon a merger, consolidation, third party tender offer, or similar transaction relating to us at the conversion price of $4.35 per share. During December 2017, MINOSA transferred this debt to its parent company. On July 15, 2021, $404,633 of this debt with accumulated interest of $159,082 was transferred to a director of the Company. This indebtedness includes the conversion price of $4.35. This transaction was reviewed and approved by the independent members of the Company’s board of directors. This debt agreement six respectively, was recorded. 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 The obligations under 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 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 June 30, 2021 and December 31, 2020. The indebtedness bears interest at 10.0% percent per year. During January 2021, this loan agreement was amended by increasing the interest rate to 18%, effective January 1, 2021. 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 Note 8 – Promissory note On July 12, 2018, we “ 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 six 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 parties are currently in discussions to further extend the maturity date of the Notes); • the conversion rate of the Notes and the exercise price of the Warrants were modified to $5.756, which represented the “market price” of Odyssey’s common stock as of July 7, 2019, the day before the Second Amendment was signed; • the Notes are unsecured; • the Notes are convertible only into shares of Odyssey common stock; and • the modified Warrants are exercisable at any time until July 8, 2024 to purchase an aggregate of 196,135 shares of our common stock. We evaluated the 470-50-40-6 Term Extension (August 14, 2020) On August 14, 2020, we entered into a Third Amendment to Note and Warrant Purchase Agreement and Note and Warrant Modification Agreement (the “Third Amendment”) with the Lenders. Certain terms and provisions of the Notes were modified, and we issued a new warrant to purchase common stock to each of the Lenders as consideration for them entering into the Third Amendment. The warrants have an exercise price of $4.67 and are exercisable any time until August 14, 2023. 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, 2021 and • the conversion rate of the Notes was modified to $4.67. As of August 14, 2020, the aggregate amount of indebtedness outstanding under the Notes was $1,232,846. As amended by the Third Amendment, the Notes are convertible into an aggregate of 263,993 shares of our common stock, and the new Warrants are exercisable to purchase an aggregate of 131,996 shares of our common stock for $4.67 per share. The modification 470-50-40, six 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. 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 for the payment of antecedent and ongoing costs (“Phase I Investment Amount”); and (b) a second phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $5,000,000 for the purposes of pursuing the Subject Claim to a final award (“Phase II Investment Amount”). Upon exhaustion of the Phase I Investment Amount, the Claimholder will have the option to request Tranche A of the Phase II Investment Amount, consisting of funding up to $3.5 million (“Tranche A Committed Amount”). Upon exhaustion of the Tranche A Committed Amount, the Claimholder will have the option to request Tranche B of the Phase II Investment Amount, consisting of funding of up to $1.5 million (“Tranche B Committed Amount”). The Claimholder must exercise its option to receive the Tranche A Committed Amount in writing, no less than thirty days before submitting a Funding Request to the Funder under Tranche A. The Claimholder must exercise its option to receive the Tranche B Committed Amount in writing within forty-five days after the exhaustion of the Tranche A Committed Amount. Pursuant to the Agreement, the Claimholder agreed that, upon exercising the Claimholder’s option to receive funds under Phase I, Tranche A of Phase II, or Tranche B of Phase II, the Funder will be the sole source of third-party funding for the specified fees and expenses of the Subject Claim under each respective phase and tranche covered by the option exercised, and the Claimholder will obtain funding for such fees and expenses, only as set forth in the Agreement. The Funder was due closing fee of $80,000 for the Phase I Investment Amount, and $80,000 for the Phase II Investment Amount to pay third parties in connection with due diligence and other administrative and transaction costs incurred by the Funder prior to and in furtherance of execution of the Agreement. Upon the Funder making Claims Payments to the Claimholder or its designees in an aggregate amount equal to the Maximum Investment Amount, the Funder has the option to continue funding the specified fees and expenses in relation to the Subject Claim on the same terms and conditions provided in the Agreement. The Funder must exercise its option to continue funding in writing, within thirty days after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment Amount. If the Funder exercises its option to continue funding, the parties agreed to attempt in good faith to amend the Agreement to provide the Funder with the right to provide at the Funder’s discretion funding in excess of the Maximum Investment Amount, in an amount up to the greatest amount that may then be reasonably expected to be committed for investment in Subject Claim. If the Funder declines to exercise its option, the Claimholder may negotiate and enter into agreements with one or more third parties to provide funding, which shall be subordinate to the Funder’s rights under the Agreement. The Agreement provides that the Claimholder may at any time without the consent of the Funder either settle or refuse to settle the Subject Claim for any amount; provided, however, that if the Claimholder settles the Subject Claim without the Funder’s consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the value of the Recovery Percentage (as defined below) will be deemed to be the greater of (a) the Recovery Percentage (under Phase I or Phase II, as applicable), or (b) the total amount of all Claims Payments made in connection with such Subject Claim multiplied by three (3). If the Claimholder ceases the Subject Claim for any reason other than (a) a full and final arbitral award against the Claimholder or (b) a full and final monetary settlement of the claims, including in particular, for a grant of an environmental permit to the Claimholder allowing it to proceed with the Project (with or without a monetary component), all Claims Payments under Phase I and, if Claimholder has exercised the corresponding option, the Tranche A Committed Amount and Tranche B Committed Amount, shall immediately convert to a senior secured liability of the Claimholder. This sum shall incur an annualized internal rate of return (IRR) of 50.0% retroactive to the date each Funding Request was paid by the Funder (under Phase I), or, to the conversion date for the Tranche A Committed Amount and Tranche B Committed Amount of Phase II if the Claimholder has exercised the respective option (collectively, the “Conversion Amount”). Such Conversion Amount and any and all accrued IRR shall be payable in-full by If, at any time after exercising its option to receive funds under either Tranche A or Tranche B of Phase II, the Claimholder wishes to fund the Subject Claim with its own capital (“Self-Funding”) (which excludes any Claims Payments made, either directly or indirectly, by any other third party), the Claimholder shall immediately pay to the Funder the Conversion Amount, provided that this requirement shall not apply if, after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment Amount, the Funder does not exercise its option to provide Follow-On Funding. In the event of any receipt of proceeds resulting from the Subject Claim (“Proceeds”), the Funder shall be entitled to any additional sums above the Conversion Amount to which the Funder is entitled as described below. Should the Claimholder cease the Subject Claim as described above after Self-Funding the Claim, accrued IRR and Penalty Interest shall be calculated and paid to the Funder as set forth above. The Funder’s rights to the Recovery Percentage as defined below shall survive any decision by Claimholder to utilize Self-Funding. The parties acknowledge this Agreement constitutes a sale of the right to a portion of the Proceeds (if any) arising from the Subject Claim as set forth in this Agreement. The Claimholder has relinquished its right to the portion |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2021 | |
Federal Home Loan Banks [Abstract] | |
Stockholders' Equity (Deficit) | NOTE J – STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock On August 21, 2020, we sold an aggregate of 2,553,314 shares of our common stock and warrants to purchase up to 1,901,985 shares of our common stock. The net proceeds received from sale, after offering expenses of $0.3 million, of which $0.2 million were withheld to cover fees, were $11.3 million. The shares of common stock and warrants were sold in units, with each unit consisting of one share of common stock and a warrant to purchase up to 0.6 shares of common stock. The purchase price for each unit was $4.543. The warrants have an exercise price of $4.75 per share of common stock and are exercisable at any time during the three-year period commencing six months after issuance. 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 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 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 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 the Note and Warrant Purchase Agreement related to Note 8 – Promissory note 2018 in NOTE I, we originally issued warrants to purchase an aggregate of 65,625 shares of common stock in connection with the notes that were issued. These warrants had an expiration date of July 21, 2021, an exercise price of $12.00, and were exercisable to purchase 65,625 shares of our common stock. On July 8, 2019 we entered into a Second Amendment to Note and Warrant Purchase Agreement and Warrant Modification Agreement. As a result, the lenders now hold warrants to purchase an aggregate of 196,135 shares of our common stock at an exercise price of $5.756 per share. These warrants are exercisable at any time until July 12, 2024. On August 14, 2020, this loan was modified and extended to July 12, 2021. In conjunction with the extension, the lenders received warrants to purchase an aggregate of 131,996 shares of our common stock at $4.67 per share. These warrants expire on August 14, 2023. Included in the Restated Agreement as described in NOTE I, Note 9 – Litigation financing, during 2019, we issued a warrant allowing the lender to purchase up to 551,378 shares of our common stock at $3.99. The warrant is contingently exercisable and will become exercisable on the date on which we cease the Subject Claim for any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claims or the date on which Proceeds are deposited into the Escrow Account. The warrant has a five-year life that commences on the date it becomes exercisable. In conjunction with our sale of shares common stock and warrants on August 21, 2020 as described above in Note J, we issued warrants to purchase up to 1,901,985 shares of our common stock. The warrants have an exercise price of $4.75 per share and are exercisable at any time during the three-year period commencing six months after issuance which is February 25, 2024. Stock-Based Compensation We have three stock incentive plans. The first is the 2005 Stock Incentive Plan that expired in August 2015. After the expiration of this plan, equity instruments cannot be granted but this plan will continue in effect until all outstanding awards have been exercised in full or are no longer exercisable and all equity instruments have vested or been forfeited. On June 9, 2015, our non-qualified ten non-qualified date of such grant. On March 26, 2019, our 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 periods ended June 30, 2021 and 2020, was respectively. The share-based compensation charged against income for the six-month periods ended June 30, 2021 and 2020 was We did not grant stock options to employees or outside directors in the three and six months ended June 30, 2021 or 2020. If options were granted, their values would be determined using the Black-Scholes-Merton option-pricing model, which values options based on the stock price at the grant date, the expected life of the option, the estimated volatility of the stock, the expected dividend payments, and the risk-free interest rate over the life of the option. The Black-Scholes-Merton option pricing model was developed for estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because option valuation models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. Our options do not have the characteristics of traded options; therefore, the option valuation models do not necessarily provide a reliable measure of the fair value of our options. |
Concentration of Credit Risk
Concentration of Credit Risk | 6 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | NOTE K – CONCENTRATION OF CREDIT RISK We do not currently have any debt obligations with variable interest rates. |
Revenue Participation Rights
Revenue Participation Rights | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Participation Rights | NOTE L – REVENUE PARTICIPATION RIGHTS The Company’s participating revenue rights consisted of the following at: June 30, 2021 December 31, 2020 “Seattle” project $ — 62,500 Galt Resources, LLC (HMS Victory — 3,756,250 Total revenue participation rights $ — $ 3,818,750 “ Seattle ” project In a Republic” Seattle Republic Seattle The participation rights balance were to be amortized under the units of revenue method once management was able to reasonably estimate potential revenue for this project. The RPCs for the “ Seattle ” Galt Resources, LLC In February 2011, we Gairsoppa Victory Victory Victory Gairsoppa Gairsoppa Victory |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries, both domestic and international. Equity investments in which we exercise significant influence but do not control and of which we are not the primary beneficiary are accounted for using the equity method. All significant inter-company and intra-company transactions and balances have been eliminated. The results of operations attributable to the non-controlling non-wholly |
Use of Estimates | Use of Estimates Management uses estimates and assumptions in preparing these consolidated financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used. |
Reclassifications | Reclassifications Certain reclassifications have been made to the 2020 consolidated financial statements in order to conform to the classifications used in 2021. The reclassifications had no impact to operations or working capital. |
Revenue Recognition and Accounts Receivable | Revenue Recognition and Accounts Receivable Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. The Company currently generates revenues from service contracts with customers. Currently, there are two sources of revenue, marine services and other services. The contracts for these services provide research, scientific services, marine operations planning, management execution and project management. These services are billed generally on a monthly basis and recognized as revenue as the services are performed. Revenue is recognized at a point in time as services are provided, as the customers simultaneously receive and consume the benefits provided by the Company each month. The Company generally does not receive any upfront consideration for these services, and there is no variable consideration for the services. Costs associated with both services include all direct consulting labor, and minimal supplies, and is charged to operations as a component of Operations and Research. Accounts receivable are based on amounts billed to customers. Generally accepted accounting principles state an estimate is to be made for an allowance for doubtful accounts. We have determined no allowance is currently necessary. If we were to have a recorded allowance, the accounts receivable would be stated net of the recorded allowance. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in banks. We also consider all highly liquid investments with a maturity of or less when purchased to be cash equivalents. |
Exploration License | Exploration License The Company follows the guidance pursuant to ASU 350, “ Intangibles-Goodwill and Other . |
Long-Lived Assets | Long-Lived Assets Our policy is to recognize impairment losses relating to long-lived assets in accordance with the ASC 360 Property, Plant and Equipment. Decisions are based on several factors, including, but not limited to, management’s plans for future operations, recent operating results and projected cash flows. Impairment losses are included in depreciation at the time of impairment. We did not have any impairments in 2021 or 2020. |
Property and Equipment and Depreciation | Property and Equipment and Depreciation Property and equipment is stated at historical cost. Depreciation is calculated using the straight-line method at rates based on the assets’ estimated useful lives which are normally between three and . Leasehold improvements are amortized over their estimated useful lives or lease term, if shorter. Items that may require major overhauls (such as marine equipment) that enhance or extend the useful life of these assets qualify to be capitalized and depreciated over the useful life or remaining life of that asset, whichever was shorter. All other repairs and maintenance were accounted for under the direct-expensing method and are expensed when incurred. |
Earnings Per Share | Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. 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 if-converted if-converted two-class For the six months ended J une 30, 2021 and 2020, the weighted average common shares outstanding year-to-date were and , respectively. For the periods in which net losses occurred, all potential common shares were excluded from diluted EPS because the effect of including such shares would be anti-dilutive. The potential common shares in the following tables represent potential common shares calculated using the if-converted Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Average market price during the period $ 6.55 $ 4.27 $ 6.91 $ 4.04 In the money potential common shares from options excluded 22,493 22,493 22,493 22,493 In the money potential common shares from warrants excluded 2,781,314 633,784 2,781,314 633,784 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 Six Months Ended Per share exercise price June 30, June 30, June 30, June 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 $7.16 700,000 700,000 700,000 700,000 Total excluded 916,158 916,158 916,158 916,158 The common shares relating to our unvested restricted stock awards that were excluded from potential common shares in the earning per share calculation due to having an anti-dilutive effect are: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Potential common shares from unvested restricted stock awards excluded from EPS 497,350 343,353 497,350 343,353 The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Net income (loss) $ (2,227,499 ) $ (4,098,623 ) $ (5,947,717 ) $ (6,996,598 ) Numerator, basic and diluted net income (loss) available to stockholders $ (2,227,499 ) $ (4,098,623 ) $ (5,947,717 ) $ (6,996,598 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 13,023,330 9,542,449 12,818,266 9,530,056 Common shares outstanding for basic 13,023,330 9,542,449 12,818,266 9,530,056 Shares used in computation – diluted: Common shares outstanding for basic 13,023,330 9,542,449 12,818,266 9,530,056 Shares used in computing diluted net income per share 13,023,330 9,542,449 12,818,266 9,530,056 Net (loss) per share – basic $ (0.17 ) $ (0.43 ) $ (0.46 ) $ (0.73 ) Net (loss) per share – diluted $ (0.17 ) $ (0.43 ) $ (0.46 ) $ (0.73 ) |
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 mortgage and loans payable. We carry cash and cash equivalents, accounts payable and accrued liabilities, and mortgage and loans payable at the approximate fair market value, and, accordingly, these estimates are not necessarily indicative of the amounts that we could realize in a current market exchange. We carry derivative financial instruments at fair value as is required under current accounting standards. Derivative financial instruments consist of financial instruments or other contracts that contain a notional amount and one or more underlying variables (e.g., interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. We generally do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we have entered into certain other financial instruments and contracts with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash Derivatives and Hedging We adopted ASC Topic 820 for certain financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: Fair Value Hierarchy The three levels of inputs that may be used to measure fair value are as follows: Level 1. Level 2. non-binding Level 3. non-binding non-binding At June 30, 2021 and December 31, 2020, the Company did not have any financial instruments measured on a recurring basis. |
Subsequent Events | Subsequent Events We have evaluated subsequent events for recognition or disclosure through the date this Form 10-Q |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Reconciliation of Numerators and Denominators used in Computing Basic and Diluted Net Income Per Share | The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Net income (loss) $ (2,227,499 ) $ (4,098,623 ) $ (5,947,717 ) $ (6,996,598 ) Numerator, basic and diluted net income (loss) available to stockholders $ (2,227,499 ) $ (4,098,623 ) $ (5,947,717 ) $ (6,996,598 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 13,023,330 9,542,449 12,818,266 9,530,056 Common shares outstanding for basic 13,023,330 9,542,449 12,818,266 9,530,056 Shares used in computation – diluted: Common shares outstanding for basic 13,023,330 9,542,449 12,818,266 9,530,056 Shares used in computing diluted net income per share 13,023,330 9,542,449 12,818,266 9,530,056 Net (loss) per share – basic $ (0.17 ) $ (0.43 ) $ (0.46 ) $ (0.73 ) Net (loss) per share – diluted $ (0.17 ) $ (0.43 ) $ (0.46 ) $ (0.73 ) |
In the Money Potential Common Shares [Member] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The potential common shares in the following tables represent potential common shares calculated using the if-converted Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Average market price during the period $ 6.55 $ 4.27 $ 6.91 $ 4.04 In the money potential common shares from options excluded 22,493 22,493 22,493 22,493 In the money potential common shares from warrants excluded 2,781,314 633,784 2,781,314 633,784 |
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 Six Months Ended Per share exercise price June 30, June 30, June 30, June 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 $7.16 700,000 700,000 700,000 700,000 Total excluded 916,158 916,158 916,158 916,158 |
Unvested Restricted Stock Awards Excluded from EPS [Member] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The common shares relating to our unvested restricted stock awards that were excluded from potential common shares in the earning per share calculation due to having an anti-dilutive effect are: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Potential common shares from unvested restricted stock awards excluded from EPS 497,350 343,353 497,350 343,353 |
Accounts Receivable and Other (
Accounts Receivable and Other (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | Our accounts receivable consists of the following: June 30, 2021 December 31, 2020 Related party 257,721 160,220 Other — 37 Total accounts receivable and other $ 257,721 $ 160,257 |
Exploration License (Tables)
Exploration License (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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- $ 1,821,251 Current assets 1,748 Current liabilities (3,516 ) Less: Non-controlling (365,717 ) Total net assets acquired $ 1,453,766 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Change in Valuation Allowance | The change in the valuation allowance is as follows: June 30, 2021 $ 69,173,129 December 31, 2020 68,859,984 Change in valuation allowance $ 313,145 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 2021 74,680 2022 151,965 2023 156,524 2024 92,884 $ 476,053 |
FLORIDA | |
Lessor, Operating Lease, Payments to be Received, Maturity [Table Text Block] | The remaining lease payment obligations are as follows: Year ending December 31, Annual payment 2021 25,346 2022 51,827 2023 53,382 2024 40,930 $ 171,485 |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Schedule of Consolidated Notes Payable | The Company’s consolidated notes payable consisted of the following carrying values at: June 30, 2021 December 31, 2020 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 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 1,060,864 1,245,863 Note 9 – Litigation financing 13,493,055 10,968,729 Note 10 – Payroll Protection Program 370,400 370,400 Note 11 – Emergency Injury Disaster Loan 149,900 149,900 Note 12 – Vendor note payable 484,009 484,009 $ 43,932,595 $ 42,593,268 |
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 rat e of %, 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) | 6 Months Ended |
Jun. 30, 2021 | |
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 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) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Participating Revenue Rights | The Company’s participating revenue rights consisted of the following at: June 30, 2021 December 31, 2020 “Seattle” project $ — 62,500 Galt Resources, LLC (HMS Victory — 3,756,250 Total revenue participation rights $ — $ 3,818,750 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Short-term investment maturity period | 3 months | ||||
Weighted average number of common shares outstanding | 13,023,330 | 9,542,449 | 12,818,266 | 9,530,056 | |
Fair Value, Recurring [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Fair value, net asset (liability) | $ 0 | $ 0 | $ 0 | ||
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment, estimated useful life | 3 years | ||||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment, estimated useful life | 30 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share for in the Money Potential Common Shares (Detail) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Average market price during the period | $ 6.55 | $ 4.27 | $ 6.91 | $ 4.04 |
Potential common shares excluded from EPS | 916,158 | 916,158 | 916,158 | 916,158 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common shares excluded from EPS | 22,493 | 22,493 | 22,493 | 22,493 |
Warrant Derivatives [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common shares excluded from EPS | 2,781,314 | 633,784 | 2,781,314 | 633,784 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share for Out of Money Potential Common Shares (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Out of the money options and warrants excluded | 916,158 | 916,158 | 916,158 | 916,158 |
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 $7.16 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Out of the money options and warrants excluded | 700,000 | 700,000 | 700,000 | 700,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share for Out of Money Potential Common Shares (Parenthetical) (Detail) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Stock Options With an Exercise Price of $12.48 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options exercise price per share | $ 12.48 | $ 12.48 | $ 12.48 | $ 12.48 |
Stock Options With an Exercise Price of $12.84 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options exercise price per share | 12.84 | 12.84 | 12.84 | 12.84 |
Stock Options With an Exercise Price of $26.40 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options exercise price per share | 26.40 | 26.40 | 26.40 | 26.40 |
Stock Options With an Exercise Price of $7.16 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options exercise price per share | $ 7.16 | $ 7.16 | $ 7.16 | $ 7.16 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share, Unvested Restricted Stock Awards (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Excluded unvested restricted stock awards | 916,158 | 916,158 | 916,158 | 916,158 |
Unvested Restricted Stock Awards Excluded from EPS [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Excluded unvested restricted stock awards | 497,350 | 343,353 | 497,350 | 343,353 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Reconciliation of Numerators and Denominators used in Computing Basic and Diluted Net Income Per Share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Net income (loss) | $ 2,227,499 | $ 4,098,623 | $ 5,947,717 | $ 6,996,598 |
Numerator, basic and diluted net income (loss) available to stockholders | $ (2,227,499) | $ (4,098,623) | $ (5,947,717) | $ (6,996,598) |
Shares used in computation – basic: | ||||
Weighted average common shares outstanding | 13,023,330 | 9,542,449 | 12,818,266 | 9,530,056 |
Common shares outstanding for basic | 13,023,330 | 9,542,449 | 12,818,266 | 9,530,056 |
Shares used in computation – diluted: | ||||
Common shares outstanding for basic | 13,023,330 | 9,542,449 | 12,818,266 | 9,530,056 |
Shares used in computing diluted net income per share | 13,023,330 | 9,542,449 | 12,818,266 | 9,530,056 |
Net (loss) per share – basic | $ (0.17) | $ (0.43) | $ (0.46) | $ (0.73) |
Net (loss) per share – diluted | $ (0.17) | $ (0.43) | $ (0.46) | $ (0.73) |
Accounts Receivable and Other -
Accounts Receivable and Other - Summary of Accounts Receivable (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, net | $ 257,721 | $ 160,257 |
Related Party [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 257,721 | 160,220 |
Other [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 37 |
Accounts Receivable and Other_2
Accounts Receivable and Other - Additional Information (Detail) - Related Party [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 257,721 | $ 160,220 |
Monaco [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 257,721 | $ 134,452 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Jun. 30, 2021USD ($) |
Deep Sea Mineral Company, CIC, LLC [Member] | |
Related Party Transaction [Line Items] | |
Accounts receivable | $ 474,010 |
Exploration License - Considera
Exploration License - Consideration Paid for the Asset Acquisition Consisted (Detail) - Bismarck [Member] | Jun. 30, 2021USD ($) |
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 (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2021shares | |
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] | Jun. 30, 2021USD ($) |
Business Acquisition [Line Items] | |
Intangible asset-exploration license rights | $ 1,821,251 |
Current assets | 1,748 |
Current liabilities | (3,516) |
Less: Non-controlling interest | (365,717) |
Total net assets acquired | $ 1,453,766 |
Exploration License - Addition
Exploration License - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jul. 09, 2019 | |
Business Acquisition [Line Items] | ||
Impairment expense | $ 0 | |
Bismarck [Member] | ||
Business Acquisition [Line Items] | ||
Annual Fee Due | $ 14,000 | |
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 | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Jun. 30, 2021 | Dec. 31, 2012 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||
Investment carrying value | $ 2,809,450 | $ 2,370,794 | ||
Greg Stemm [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment carrying value | 2,809,450 | $ 2,370,794 | ||
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 - Additional Infor
Income Taxes - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Income Taxes [Line Items] | |
Net deferred tax asset | $ 0 |
Income tax expense | 0 |
Valuation allowance, net operating loss | $ 5,900,000 |
Estimated Annual Effective Tax Rate | 5.265% |
Effective tax rate | 0.00% |
Federal [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards subject to expiration | $ 204,000,000 |
Net operating loss carryforwards expiration year | 2025 |
Net operating loss carryforwards expiration year | 2038 |
Net operating loss carryforwards | $ 5,900,000 |
Foreign [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards subject to expiration | $ 64,800,000 |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Change in Valuation Allowance (Detail) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance | $ 68,859,984 |
Change in valuation allowance | 313,145 |
Valuation allowance | $ 69,173,129 |
Commitments and Contingencies -
Commitments and Contingencies - lease payment obligations (Detail) | Jun. 30, 2021USD ($) |
2021 | $ 74,680 |
2022 | 151,965 |
2023 | 156,524 |
2024 | 92,884 |
Total | 476,053 |
FLORIDA | |
2021 | 25,346 |
2022 | 51,827 |
2023 | 53,382 |
2024 | 40,930 |
Total | $ 171,485 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Aug. 21, 2020 | Mar. 11, 2015 | Mar. 31, 2016 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Gain Contingencies [Line Items] | |||||||||
Cash and cash equivalents | $ 4,786,353 | $ 4,786,353 | $ 6,163,205 | ||||||
Working capital deficit | 54,800,000 | 54,800,000 | |||||||
Total assets | 10,595,302 | 10,595,302 | $ 11,759,464 | ||||||
Cash Lease Obligation | 476,053 | 476,053 | |||||||
Lease Obligation | 407,331 | 407,331 | |||||||
Right Of Use Asset | $ 394,457 | $ 394,457 | |||||||
Annual increases of base rent | 3.00% | 3.00% | |||||||
Sale of stock, Number of shares issued in transaction | 2,553,314 | ||||||||
Class of warrant or right, Number of securities called by warrants or rights | 1,901,985 | ||||||||
Offering costs paid on sale of common stock | $ 300,000 | ||||||||
Net proceeds received from sale of stock | 11,300,000 | ||||||||
Lease rent expense | $ 41,000 | $ 54,000 | $ 81,000 | $ 108,000 | |||||
Loss contingency accrual, payments | 3,000,000 | ||||||||
Gain (Loss) related to litigation settlement | 0 | ||||||||
Common Stock [Member] | |||||||||
Gain Contingencies [Line Items] | |||||||||
Net proceeds received from sale of stock | $ 11,300,000 | ||||||||
Building [Member] | |||||||||
Gain Contingencies [Line Items] | |||||||||
Lease Obligation | $ 590,612 | $ 590,612 | |||||||
Rate Of Discount Used | 10.00% | 10.00% | |||||||
Right Of Use Asset | $ 590,612 | $ 590,612 | |||||||
Corporate Office Space [Member] | |||||||||
Gain Contingencies [Line Items] | |||||||||
Lease Obligation | $ 145,530 | $ 145,530 | |||||||
Tenure Of Lease Agreement | 5 years | 5 years | |||||||
Right Of Use Asset | $ 141,375 | $ 141,375 | |||||||
FLORIDA | |||||||||
Gain Contingencies [Line Items] | |||||||||
Effective Date Of Operating Lease Agreement | Oct. 1, 2019 | ||||||||
Cash Lease Obligation | 171,485 | $ 171,485 | |||||||
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 | |||||||
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 | ||||||||
Cash Lease Obligation | $ 4,800,000 | 4,800,000 | |||||||
Oceanica Resources S. de. R.L [Member] | |||||||||
Gain Contingencies [Line Items] | |||||||||
Grant and potential future issuance of new equity shares | 3,000,000 | ||||||||
Maximum [Member] | |||||||||
Gain Contingencies [Line Items] | |||||||||
Consultants contingent success fees | $ 700,000 | ||||||||
Maximum [Member] | Building [Member] | |||||||||
Gain Contingencies [Line Items] | |||||||||
Monthly Lease Payments | 13,269 | ||||||||
Maximum [Member] | FLORIDA | |||||||||
Gain Contingencies [Line Items] | |||||||||
Monthly Lease Payments | $ 4,547 | ||||||||
Minimum [Member] | Building [Member] | |||||||||
Gain Contingencies [Line Items] | |||||||||
Monthly Lease Payments | $ 11,789 | ||||||||
Minimum [Member] | FLORIDA | |||||||||
Gain Contingencies [Line Items] | |||||||||
Monthly Lease Payments | $ 4,040 |
Loans Payable - Schedule of Con
Loans Payable - Schedule of Consolidated Notes Payable (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Loans payable | $ 43,932,595 | $ 42,593,268 |
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 | |
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 | 1,060,864 | 1,245,863 |
Loans Payable [Member] | Note 9 – Litigation financing | ||
Debt Instrument [Line Items] | ||
Loans payable | 13,493,055 | 10,968,729 |
Loans Payable [Member] | Note 10 – Payroll Protection Program | ||
Debt Instrument [Line Items] | ||
Loans payable | 370,400 | 370,400 |
Loans Payable [Member] | Note 11 – Emergency Injury Disaster Loan | ||
Debt Instrument [Line Items] | ||
Loans payable | 149,900 | 149,900 |
Loans Payable [Member] | Note 12 – Vendor note payable | ||
Debt Instrument [Line Items] | ||
Loans payable | $ 484,009 | $ 484,009 |
Loans Payable - Note 1 - Monaco
Loans Payable - Note 1 - Monaco 2014 - Additional Information (Detail) - USD ($) | Dec. 10, 2015 | Aug. 14, 2014 | Mar. 31, 2016 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Apr. 01, 2018 | Oct. 01, 2016 | Dec. 01, 2014 | Oct. 01, 2014 |
Debt Instrument [Line Items] | ||||||||||||
Aggregate amount issuable | $ 3,000,000 | |||||||||||
Aggregate value of shares issued to lender | $ 713,879 | |||||||||||
Second Tranche [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument maturity date | Dec. 31, 2017 | |||||||||||
Third Tranche [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument maturity date | Dec. 31, 2017 | |||||||||||
Note 1- Monaco 2014 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate amount issuable | $ 10,000,000 | |||||||||||
Interest rate, stated percentage | 11.00% | |||||||||||
Litigation Settlement Loans Payable | $ 2,200,000 | |||||||||||
Notes ceased to bear interest, amount | $ 5,000,000 | |||||||||||
Debt instrument maturity date | Dec. 31, 2017 | Apr. 1, 2018 | ||||||||||
Accrued interest | $ 142,886 | $ 142,885 | 284,201 | $ 285,770 | ||||||||
Outstanding notes balance | 2,800,000 | 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 | |||||||||||
Accrued interest | $ 66,721 | $ 66,721 | $ 132,709 | $ 133,442 | ||||||||
Debt default interest rate | 18.00% | 18.00% | 18.00% | |||||||||
Outstanding notes balance | $ 1,175,000 | $ 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 | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2020USD ($) | Apr. 01, 2018 | Oct. 01, 2016USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Aggregate amount issuable | $ 3,000,000 | |||||||||||
Conversion price of Notes | $ / shares | $ 4.67 | $ 4.67 | ||||||||||
Loans payable | $ 43,932,595 | $ 43,932,595 | $ 42,593,268 | |||||||||
Gain (loss) on debt extinguishment | $ (290,024) | |||||||||||
Second Tranche [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument maturity date | Dec. 31, 2017 | |||||||||||
Third Tranche [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument maturity date | Dec. 31, 2017 | |||||||||||
Marine Vessel [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Cash proceeds from sale of vessel | $ 650,000 | |||||||||||
Loan Modification [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Conversion price of Notes | $ / shares | $ 1 | $ 1 | ||||||||||
Loans payable | $ 2,800,000 | $ 2,800,000 | ||||||||||
Gain (loss) on debt extinguishment | $ 1,200,000 | |||||||||||
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 | |||||||||||
Convertible notes payable | 2,500,000 | |||||||||||
Reduced principal amount | 2,200,000 | |||||||||||
Loan Modification [Member] | Third Tranche [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
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 | ||||||||||
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 | |||||||||||
Accrued interest | $ 66,721 | $ 66,721 | $ 132,709 | $ 133,442 | ||||||||
Debt default interest rate | 18.00% | 18.00% | 18.00% | |||||||||
Note 2 [Member] | Oceanica Resources S. de. R.L [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Conversion price of Notes | $ / shares | $ 1 | |||||||||||
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 | |||||||||||
Debt instrument number of installments | Installment | 10 | |||||||||||
Installment amount of Notes | $ 750,000 | |||||||||||
Equipment carrying value | $ 100,000 |
Loans Payable - Note 3 - MINOSA
Loans Payable - Note 3 - MINOSA - Additional Information (Detail) | Jul. 15, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Tranches | Jun. 30, 2020USD ($) | Dec. 31, 2017 | Dec. 31, 2020USD ($) | Oct. 01, 2016USD ($) | Mar. 11, 2015USD ($) |
Debt Instrument [Line Items] | |||||||||
Promissory note face amount | $ 3,000,000 | ||||||||
Debt discount amount | $ 1,080,260 | $ 1,080,260 | |||||||
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 | |||||||
Debt, interest expense | $ 159,082 | ||||||||
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 | $ 294,191 | $ 294,191 | $ 585,150 | $ 588,382 | |||||
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] | Jun. 30, 2021USD ($) |
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 | Mar. 30, 2021shares | 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 ($)Cuotad$ / shares | Nov. 30, 2020shares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2017USD ($)shares | Jun. 30, 2021USD ($)Cuotad$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2017USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($)shares | Aug. 21, 2020$ / sharesshares | Sep. 30, 2019USD ($) | Jan. 25, 2017USD ($) | Mar. 17, 2016$ / shares |
Debt Instrument [Line Items] | |||||||||||||||||||||
Aggregate amount issuable | $ 3,000,000 | ||||||||||||||||||||
Conversion price of Notes | $ / shares | $ 4.67 | $ 4.67 | |||||||||||||||||||
Number of trading days | d | 20 | ||||||||||||||||||||
Common stock purchase warrant | shares | 1,901,985 | ||||||||||||||||||||
Warrant right exercise price | $ / shares | $ 4.75 | ||||||||||||||||||||
Common stock, shares issued | shares | 13,023,330 | 13,023,330 | 12,591,084 | ||||||||||||||||||
Epsilon Acquisitions, LLC [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Aggregate amount issuable | $ 6,000,000 | ||||||||||||||||||||
Conversion price of Notes | $ / shares | $ 3.52 | $ 3.52 | |||||||||||||||||||
Accrued interest | $ 0 | $ 24,931 | $ 34,520 | $ 49,862 | |||||||||||||||||
Conversion of stock, shares Issued | shares | 411,562 | 411,562 | |||||||||||||||||||
Aggregate fair value of warrants | $ 303,712 | ||||||||||||||||||||
Inducement expense | 303,712 | ||||||||||||||||||||
Conversion of stock, amount converted | $ 1,448,697 | ||||||||||||||||||||
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 | ||||||||||||||||||||
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 | $ 3,000,000 | $ 3,000,000 | ||||||||||||||||
Amount of loan outstanding | $ 0 | $ 0 | $ 1,000,000 | ||||||||||||||||||
Common stock, shares issued | shares | 56,228 | ||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | shares | 63,772 | ||||||||||||||||||||
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] | Jun. 30, 2021USD ($) |
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) - USD ($) | May 03, 2017 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jan. 31, 2021 | Dec. 31, 2020 | Apr. 20, 2018 | Mar. 31, 2018 | Oct. 01, 2016 |
Debt Instrument [Line Items] | ||||||||||
Aggregate amount issuable | $ 3,000,000 | |||||||||
Note 5 - SMOM [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate amount issuable | $ 3,000,000 | $ 3,500,000 | ||||||||
Interest rate, stated percentage | 10.00% | |||||||||
Annual Principal Payment | $ 500,000 | |||||||||
Loan balance | $ 3,500,000 | $ 3,500,000 | ||||||||
Accrued interest | 157,069 | $ 87,260 | 312,421 | $ 174,520 | ||||||
Note 5 - SMOM [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible debt | 2,000,000 | 2,000,000 | ||||||||
Note 5 - SMOM [Member] | Neptune Minerals, Inc. [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Accounts receivable assigned for loan | 50.00% | |||||||||
Accounts receivable, gross | $ 0 | |||||||||
Note 5 - SMOM [Member] | 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 | |||||||||
Note 5 - SMOM [Member] | Aldama Mining Company, S.de R.L. de C.V [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of equity interest | 50.00% | |||||||||
Note 7 - Monaco 2018 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate amount issuable | $ 1,099,366 | $ 1,099,366 | $ 1,099,366 | |||||||
Interest rate, stated percentage | 10.00% | 10.00% | ||||||||
Loan balance | $ 1,000,000 | |||||||||
Accrued interest | $ 68,583 | $ 35,018 | $ 133,476 | $ 67,794 | ||||||
Interest rate, increased percentage | 18.00% |
Loans Payable - Note 6 - MINOSA
Loans Payable - Note 6 - MINOSA 2 - Additional Information (Detail) $ / shares in Units, Cuota in Millions | Jul. 15, 2021USD ($) | Aug. 10, 2017USD ($)d$ / shares | Mar. 21, 2017USD ($) | Oct. 01, 2016USD ($)d$ / shares | Mar. 18, 2016USD ($)Cuotad$ / shares | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2021USD ($)Cuotad$ / shares | Jun. 30, 2020USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2020USD ($) | Jan. 25, 2017USD ($) | Mar. 17, 2016$ / shares | Mar. 11, 2015USD ($) |
Debt Instrument [Line Items] | |||||||||||||||
Number of trading days | d | 20 | ||||||||||||||
Conversion price of Notes | $ / shares | $ 4.67 | $ 4.67 | |||||||||||||
Aggregate amount issuable | $ 3,000,000 | ||||||||||||||
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 | $ 125,904 | $ 125,904 | $ 250,424 | $ 251,807 | |||||||||||
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 | |||||||||||||
Debt, interest expense | $ 159,082 | ||||||||||||||
Long-term Debt | $ 404,633 | ||||||||||||||
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 | $ 4.35 | $ 4.35 | $ 4.35 | ||||||||||||
Note 6 - MINOSA 2 [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Amount of loan outstanding | $ 2,000,000 | ||||||||||||||
Minosa Purchase Agreement [Member] | Loans Payable [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt , maximum borrowing capacity | $ 3,000,000 | ||||||||||||||
Amount of loan outstanding | 2,700,000 | ||||||||||||||
Epsilon Acquisitions, LLC [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Conversion price of Notes | $ / shares | $ 3.52 | $ 3.52 | |||||||||||||
Accrued interest | $ 0 | $ 24,931 | $ 34,520 | $ 49,862 | |||||||||||
Aggregate amount issuable | $ 6,000,000 | ||||||||||||||
Epsilon Acquisitions, LLC [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Amount of loan outstanding | 0 | 0 | $ 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 |
Loans Payable - Note 7 - Monaco
Loans Payable - Note 7 - Monaco 2018 - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jan. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2018 | Oct. 01, 2016 | |
Debt Instrument [Line Items] | ||||||||
Aggregate amount issuable | $ 3,000,000 | |||||||
Note 7 - Monaco 2018 [Member] | ||||||||
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, 2021 and December 31, 2020. The indebtedness bears interest at 10.0% percent per year. During January 2021, this loan agreement was amended by increasing the interest rate to 18%, effective January 1, 2021. 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, 2021 and 2020, interest expense in the amount of $68,583 and $35,018, respectively, was recorded. For the six months ended June 30, 2021 and 2020 interest expense in the amount of $133,476 and $67,794, 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 | $ 68,583 | $ 35,018 | $ 133,476 | $ 67,794 | ||||
Interest rate, increased percentage | 18.00% |
Loans Payable - Note 8 - Promis
Loans Payable - Note 8 - Promissory Note - Additional Information (Detail) | Aug. 14, 2020USD ($)Cuota$ / sharesshares | Jul. 12, 2018USD ($)Parties | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2020USD ($) | Aug. 21, 2020$ / sharesshares | Jul. 08, 2019 | Oct. 04, 2018USD ($) | Aug. 17, 2018USD ($) | Oct. 01, 2016USD ($) |
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face amount | $ 3,000,000 | |||||||||||||
Warrants exercise price | $ / shares | $ 4.75 | |||||||||||||
Exercise Price Per Warrant Into Which The Conversion Can Be Effected | $ / shares | $ 4.67 | $ 4.67 | ||||||||||||
Gain (loss) on debt extinguishment | $ 290,024 | |||||||||||||
Fair value reacquisition price | $ 1,340,024 | $ 1,340,024 | ||||||||||||
Debt instrument unamortized premium | $ 358,497 | 10,864 | 10,864 | $ 195,862 | ||||||||||
Amortization of debt discount premium | $ 89,316 | $ 67,372 | 184,999 | $ 138,978 | ||||||||||
Debt modification inducement | $ 868,878 | |||||||||||||
Warrants exercise price | $ \ share | $ / shares | $ 4.75 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,901,985 | |||||||||||||
Loan Modification [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Exercise Price Per Warrant Into Which The Conversion Can Be Effected | $ / shares | $ 1 | $ 1 | ||||||||||||
Gain (loss) on debt extinguishment | $ (1,200,000) | |||||||||||||
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 | $ 4.67 | $ 12 | $ 12 | |||||||||||
Accrued interest | $ 26,250 | $ 24,029 | $ 51,484 | $ 47,584 | ||||||||||
Exercise Price Per Warrant Into Which The Conversion Can Be Effected | $ / shares | $ 4.67 | |||||||||||||
Gain (loss) on debt extinguishment | $ 777,500 | |||||||||||||
Warrants exercise price | $ \ share | $ / shares | $ 4.67 | $ 12 | $ 12 | |||||||||||
Warrant expire date | Aug. 14, 2023 | |||||||||||||
Debt Instrument, Maturity Date | Jul. 12, 2021 | |||||||||||||
Aggregate amount of indebtedness outstanding | $ 1,232,846 | |||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | Cuota | 263,993 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 131,996 | |||||||||||||
Note And Warrant Purchase Agreement [Member] | Loan Modification [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Converted instrument, amount | $ 1,325,581 | |||||||||||||
Debt instrument, number of shares | shares | 283,850 | |||||||||||||
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 | |||||||||||
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] | ||||||||||||||
Derivative asset | $ 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, 2021 | Dec. 12, 2020 | Jun. 14, 2019 | Jan. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Interest Expense | $ 2,629,253 | $ 1,561,697 | $ 5,009,729 | $ 2,897,315 | |||||
Warrants exercise price | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Debt discount amount | 1,080,260 | 1,080,260 | |||||||
Amortization of Debt Discount | $ 89,316 | 67,372 | $ 184,999 | 138,978 | |||||
Loans payable | 43,932,595 | 43,932,595 | $ 42,593,268 | ||||||
Amount receivable related to a loss contingency | 14,013,355 | 14,013,355 | 11,489,029 | ||||||
Litigation Financing [Member] | |||||||||
Debt discount amount | 780,231 | 780,231 | 890,962 | ||||||
Litigation Financing [Member] | Loans Payable [Member] | |||||||||
Debt discount amount | 367,241 | 367,241 | 347,786 | ||||||
Loans payable | 13,493,055 | 13,493,055 | 10,968,729 | ||||||
Amount receivable related to a loss contingency | 14,640,757 | 14,640,757 | 12,207,477 | ||||||
Amended and Restated International Claims Enforcement Agreement [Member] | |||||||||
Litigation Settlement Loans Payable | $ 2,200,000 | ||||||||
Litigation Settlement Loans Payable Transaction Costs | $ 200,000 | ||||||||
Warrants exercise price | $ 3.99 | ||||||||
Second Amended and Restated International Claims Enforcement Agreement [Member] | |||||||||
Claims Payment Maximum Amount | $ 20,000,000 | ||||||||
Litigation Settlement Loans Payable Transaction Costs | 200,000 | 80,000 | |||||||
Third Amended And Restated International Claims Enforcement Agreement [Member] | |||||||||
Claims Payment Maximum Amount | $ 25,000,000 | ||||||||
Increase Decrease In Claims Amount Agreed To Be Financed In Connection With Litigation To Be Settled | $ 5,000,000 | ||||||||
Claims Amount Agreed To Be Financed In Connection With Litigation To Be Settled Description | The Third Restated Agreement requires the Claimholder to request $2.5 million of the Incremental Amount (the “First $2.5 Million”). Within 15 days after exhaustion of the First $2.5 Million, the Claimholder may either (a) request the remaining $2.5 Million (the “Second $2.5 Million”) of the Incremental Amount or (b) notify the Funder that the Claimholder has decided to self-fund the Second $2.5 Million. | ||||||||
Phase Three [Member] | Second Amended and Restated International Claims Enforcement Agreement [Member] | |||||||||
Claims Payment Maximum Amount | $ 10,000,000 | ||||||||
Pending Litigation [Member] | Phase One [Member] | Proceeds One [Member] | |||||||||
Description of conditions for distribution of proceeds to the claimholder and funder | first, 100.0% to the Funder, until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder under Phase I; | ||||||||
Pending Litigation [Member] | Phase One [Member] | Proceeds Two [Member] | |||||||||
Description of conditions for distribution of proceeds to the claimholder and funder | second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an IRR of 20% of Claims Payments paid by the Funder under Phase I (“Phase I Compensation”), per annum; and | ||||||||
Pending Litigation [Member] | Phase One [Member] | Proceeds Three [Member] | |||||||||
Description of conditions for distribution of proceeds to the claimholder and funder | thereafter, 100.0% to the Claimholder. | ||||||||
Pending Litigation [Member] | Phase Two [Member] | Proceeds One [Member] | |||||||||
Description of conditions for distribution of proceeds to the claimholder and funder | first, 100.0% to the Funder until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder under Phases I and II; | ||||||||
Pending Litigation [Member] | Phase Two [Member] | Proceeds Two [Member] | |||||||||
Description of conditions for distribution of proceeds to the claimholder and funder | second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an additional 300.0% of Phase I Investment Amount; plus an additional 300% of the Tranche A Committed Amount (i.e. 300.0% of $3.5 million), less any amounts remaining of the Tranche A Committed Amount that the Funder did not pay as Claims Payments; plus an additional 300.0% of the Tranche B Committed Amount (i.e. 300.0% of $1.5 million), if the Claimholder exercises the Tranche B funding option, less any amounts remaining of the Tranche B Committed Amount that the Funder did not pay as Claims Payments; | ||||||||
Pending Litigation [Member] | Phase Two [Member] | Proceeds Three [Member] | |||||||||
Description of conditions for distribution of proceeds to the claimholder and funder | third, for each $10,000 in specified fees and expenses paid by the Funder under Phase I and Phase II and any amounts over each $10,000 of the Tranche A Committed Amount and the Tranche B Committed Amount (if the Claimholder exercises the Tranche B funding option), 0.01% of the total Proceeds from any recoveries after repayment of (i) and (ii) above, to the Funder; and | ||||||||
Pending Litigation [Member] | Phase Two [Member] | Proceeds Four [Member] | |||||||||
Description of conditions for distribution of proceeds to the claimholder and funder | thereafter, 100% to the Claimholder. | ||||||||
Poplar Falls LLC [Member] | Pending Litigation [Member] | |||||||||
Claims Payment Maximum Amount | $ 6,500,000 | ||||||||
Interest Expense | 1,754,970 | 771,273 | 3,259,492 | 1,346,428 | |||||
Proceeds from advance | 2,000,000 | ||||||||
Payments of Financing Costs | 200,000 | ||||||||
Debt discount amount | $ 1,063,811 | ||||||||
Amortization of Debt Discount | 60,252 | 40,553 | 110,731 | 57,269 | |||||
Interest from the fee amortization | $ 31,563 | $ 18,171 | $ 60,545 | $ 26,682 | |||||
Poplar Falls LLC [Member] | Pending Litigation [Member] | Phase One [Member] | |||||||||
Claims Payment Maximum Amount | 1,500,000 | ||||||||
Cost Of Funding The Claims For Litigation | 80,000 | ||||||||
Poplar Falls LLC [Member] | Pending Litigation [Member] | Phase Two [Member] | |||||||||
Claims Payment Maximum Amount | 5,000,000 | ||||||||
Cost Of Funding The Claims For Litigation | 80,000 | ||||||||
Poplar Falls LLC [Member] | Pending Litigation [Member] | Phase Two [Member] | Tranch A [Member] | |||||||||
Claims amount option to request | 3,500,000 | ||||||||
Poplar Falls LLC [Member] | Pending Litigation [Member] | Phase Two [Member] | Tranch B [Member] | |||||||||
Claims amount option to request | $ 1,500,000 |
Loans Payable - Note 10 - Payro
Loans Payable - Note 10 - Payroll Protection Program - Additional Information (Detail) - USD ($) | Apr. 16, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jul. 01, 2021 | Dec. 31, 2020 | Oct. 01, 2016 |
Debt instrument face amount | $ 3,000,000 | |||||||
Interest Expense | $ 2,629,253 | $ 1,561,697 | $ 5,009,729 | $ 2,897,315 | ||||
Subsequent Event [Member] | ||||||||
Percent of loan that will forgiven | 100.00% | |||||||
Cares Act Loan [Member] | ||||||||
Debt instrument face amount | $ 370,400 | $ 370,400 | $ 370,400 | $ 370,400 | ||||
Debt instrument maturity period | 2 years | |||||||
Debt instrument maturity date | Apr. 16, 2022 | |||||||
Debt instrument interest rate | 0.98% | |||||||
Percent of loan that will forgiven | 75.00% | 75.00% | 75.00% | 60.00% | ||||
Interest Expense | $ 941 | $ 772 | $ 1,864 | $ 772 |
Loans Payable - Note 11 - Emerg
Loans Payable - Note 11 - Emergency Injury Disaster Loan - Additional Information (Detail) - USD ($) | Jun. 26, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Oct. 01, 2016 |
Debt instrument face amount | $ 3,000,000 | ||||||
Emergency Injury Disaster Loan [Member] | |||||||
Debt instrument face amount | $ 149,900 | $ 149,900 | $ 149,900 | $ 149,900 | |||
Debt instrument interest rate | 3.75% | ||||||
Debt instrument periodic payment | $ 731 | ||||||
Debt instrument maturity period | 30 years | ||||||
Debt, interest expense | $ 6,449 | $ 0 | $ 6,449 | $ 0 |
Loans Payable - Note 12 - Vendo
Loans Payable - Note 12 - Vendor note payable - Additional Information (Detail) - USD ($) | Jun. 30, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Trade payable, interest bearing interest rate | 12.00% | 12.00% | ||||
Trade payable in accounts payable | $ 484,009 | $ 484,009 | ||||
Collateral asset carrying value | 0 | 0 | ||||
Interest Expense | 2,629,253 | $ 1,561,697 | 5,009,729 | $ 2,897,315 | ||
Accrued Interest | 22,634,452 | 22,634,452 | $ 15,800,317 | |||
Magellan Offshore Services Ltd [Member] | ||||||
Trade payable in accounts payable | 484,009 | 484,009 | $ 484,009 | |||
Interest Expense | 14,322 | $ 14,480 | 28,803 | $ 28,961 | ||
Magellan Offshore Services Ltd [Member] | Minimum [Member] | ||||||
Contingent liability | $ 300,000 | $ 300,000 | ||||
Magellan Offshore Services Ltd [Member] | Marine Equipment [Member] | ||||||
Proceeds from sale of marine equipment | $ 1,000,000 | |||||
Contingent liability | $ 500,000 | |||||
Collateral Agreement [Member] | ||||||
Debt instrument maturity date | Aug. 31, 2018 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Additional Information (Detail) | Aug. 21, 2020USD ($)$ / sharesshares | Aug. 14, 2020$ / sharesshares | Jul. 09, 2019 | Jul. 08, 2019$ / sharesshares | Jun. 09, 2015USD ($)shares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2021d$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2020$ / sharesshares | Mar. 26, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Warrants, exercise price | $ / shares | $ 4.75 | |||||||||||
Number of trading days | d | 20 | |||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares authorized | 24,984,166 | 24,984,166 | 24,984,166 | |||||||||
Share-based compensation expense | $ | $ 343,605 | $ 105,162 | $ 625,293 | $ 210,324 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,901,985 | |||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 2,553,314 | |||||||||||
Offering costs paid on sale of common stock | $ | $ 300,000 | |||||||||||
Net proceeds received from sale of stock | $ | $ 11,300,000 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0.6 | |||||||||||
Purchase price of warrant | $ / shares | $ 4.543 | |||||||||||
Cover fees | $ | $ 200,000 | |||||||||||
Poplar Falls LLC [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Warrants, exercise price | $ / shares | $ 3.99 | $ 3.99 | ||||||||||
Note And Warrant Purchase Agreement [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Warrants, exercise price | $ / shares | $ 4.67 | $ 12 | $ 12 | |||||||||
Number of warrants | 65,625 | 65,625 | ||||||||||
Warrants, expiration date | Aug. 14, 2023 | Jul. 21, 2021 | Jul. 12, 2024 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 131,996 | |||||||||||
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 | |||||||||||
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-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 | |||||||||||
Maximum [Member] | Poplar Falls LLC [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock and warrants sold | 551,378 | |||||||||||
Incentive Stock Options [Member] | 2015 Stock Incentive Plan [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Award authorized by board | 450,000 | |||||||||||
Additional shares authorized for stock-based compensation | 200,000 | |||||||||||
Incentive Stock Options [Member] | 2019 Stock Incentive Plan [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Award authorized by board | 800,000 | |||||||||||
Common Stock [Member] | Incentive Stock Options [Member] | 2015 Stock Incentive Plan [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Exercise price of incentive option granted | With respect to each grant of an ISO to a participant who is not a ten percent stockholder, the exercise price shall not be less than the fair market value of a share on the date the ISO is granted. With respect to each grant of an ISO to a participant who is a ten percent stockholder, the exercise price shall not be less than one hundred ten percent (110%) of the fair market value of a share on the date the ISO is granted. | |||||||||||
Maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year | 83,333 | |||||||||||
Maximum aggregate amount of cash that may be paid in cash to any person during any calendar year | $ | $ 2,000,000 | |||||||||||
Common Stock [Member] | Incentive Stock Options [Member] | Minimum [Member] | 2015 Stock Incentive Plan [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Eligible employee threshold percentage | 0.00% | |||||||||||
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] | Jun. 30, 2021USD ($)$ / 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) | Jun. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
Amount of loan outstanding with variable interest rate | $ 0 |
Revenue Participation Rights -
Revenue Participation Rights - Additional Information (Detail) | 1 Months Ended | 6 Months Ended |
Feb. 28, 2011USD ($) | Jun. 30, 2021USD ($)InvestmentProject$ / Securityshares | |
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | $ 3,818,750 | |
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] | "Seattle" Project [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Revenue participation certificates per unit value | $ / Security | 50,000 |
Revenue Participation Rights (D
Revenue Participation Rights (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Deferred Revenue Arrangement [Line Items] | ||
Revenue participation rights | $ 0 | $ 3,818,750 |
"Seattle" Project [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Revenue participation rights | 0 | 62,500 |
Galt Resources, LLC (HMS Victory project) [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Revenue participation rights | $ 0 | $ 3,756,250 |