UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2020

ODYSSEY MARINE EXPLORATION, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (813) 876-1776

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

The disclosure set forth below under Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant) is hereby incorporated by reference into this Item 1.01.

As previously reported, on December 6, 2019, Odyssey Marine Exploration, Inc. (“Odyssey”) and 37North Capital SPV 11, LLC (the “Investor”) entered into a Note Purchase Agreement (the “Purchase Agreement”) pursuant to which the Investor agreed to lend, in one or more transactions (each a “Loan”), up to an aggregate of $2.0 million to Odyssey, subject to the terms and conditions of the Purchase Agreement. On December 10, 2019, the Investor made a Loan to Odyssey in the amount of $539,000 pursuant to the Purchase Agreement. On January 29, 2020, Odyssey and the Investor held a subsequent closing under the Purchase Agreement at which the Investor made an additional Loan to Odyssey in the principal amount of $490,000. Each Loan is evidenced by a separate convertible promissory note (each, a “Note”).

The Purchase Agreement, as entered into on December 6, 2019, included limitations on the number of shares of Odyssey’s common stock issuable upon conversion of the Notes (“Conversion Shares”). On May 6, 2020, Odyssey and the Investor agreed to amend the Purchase Agreement to additionally provide that, notwithstanding anything in the Purchase Agreement to the contrary, Odyssey is prohibited from issuing any Conversion Shares, to the extent such shares, after giving effect to such issuance after conversion and when added to the number of Conversion Shares previously issued upon conversion of any of the Notes sold pursuant to the Purchase Agreement, would represent in excess of 19.9% of the number of shares of Common Stock outstanding as of December 6, 2019.

The amendment described in the preceding paragraph is set forth in an Amended and Restated Note Purchase Agreement, dated as of May 6, 2020 (the “Amended Agreement”), between Odyssey and the Investor. The Amended Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Not applicable.

Not applicable.

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.