Odyssey Marine(OMEX)8-K：与并购方AOM修订票据购买协议，追加50万美元过桥有担保票据

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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):
September 8, 2026
O
DYSSEY
M
ARINE
E
XPLORATION
, I
NC
.
(Exact name of registrant as specified in its charter)
Nevada
001-31895
84-1018684
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
205 S. Hoover Blvd.
,
Suite 210
Tampa
,
Florida
33609
(Address of Principal Executive Offices and Zip Code)
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):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.0001 per share
OMEX
NASDAQ Capital Market
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. ☐
Item 1.01.
Entry Into a Material Definitive Agreement.
As previously disclosed, on April 8, 2026, Odyssey Marine Exploration (“Odyssey”) and American Ocean Minerals Corporation (“AOM”) entered into a Note Purchase Agreement (the “Existing NPA”) pursuant to which Odyssey issued and sold to AOM secured promissory notes (the “Existing Initial Notes”) in the aggregate principal amount of up to $5.0 million between May and July 2026. The Existing NPA also provided that, at AOM’s option, AOM may purchase from Odyssey one or more additional secured promissory notes (the
“Pre-Closing
Notes” and, together with the Initial Notes, the “Odyssey Notes”) in an aggregate principal amount of up to $5.0 million. On May 28, 2026, AOM purchased a
Pre-Closing
Note (the “Existing
Pre-Closing
Note”) in the principal amount of $700,000. Odyssey’s obligations under the Odyssey Notes is secured by a security interest in substantially all of Odyssey’s assets, and the principal amount of the Odyssey Notes bears interest at the rate of 8.0% per annum. Odyssey is obligated to pay accrued interest on a quarterly basis by capitalizing each quarterly interest payment as additional principal. All outstanding principal and accrued interest will be due and payable in full on the earlier of April 8, 2027, or upon the consummation of the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of April 8, 2026 (as amended), among Odyssey, a subsidiary of Odyssey, and AOM. Upon an event of a default on the interest payments, the principal and any accrued interest will thereafter accrue interest at the rate of 11.0% per annum until paid in full.
On September 8, 2026, Odyssey and AOM entered into an Amendment to Note Purchase Agreement (the “Amendment”) pursuant to which the Existing NPA, the Existing Initial Notes, and the Existing
Pre-Closing
Note, were amended to:
•
provide that AOM will purchase an additional Initial Note in the principal amount of $500,000 on September 9, 2026;
•
permit AOM to continue to purchase Initial Notes, or otherwise make subsequent advances under the Existing Initial Notes, notwithstanding that the stated maximum principal amount under the Existing Initial Notes has been fully advanced;
•
permit AOM to continue to purchase
Pre-Closing
Notes, or otherwise make subsequent advances under the Existing
Pre-Closing
Note;
•
facilitate the making of subsequent advances under the Existing
Pre-Closing
Note;
•
provide that the aggregate principal amount under all
Pre-Closing
Notes shall not exceed $5.0 million, or such greater amount as AOM may agree to in writing, in its sole discretion;
•
provide that the aggregate principal amount under all Initial Notes shall not exceed $5.0 million, or such greater amount as AOM may agree to in writing, in its sole discretion;
•
provide that the transaction expenses for which the proceeds from the sale of
Pre-Closing
Notes may be used by Odyssey include those incurred on or prior to the Merger.
The Amendment also includes customary representations, warranties, and covenants of the parties.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01. (Entry Into a Material Definitive Agreement) is hereby incorporated by reference into this Item 2.03.
Forward-Looking Statements
This Current Report on
Form 8-K contains
forward-looking statements based upon Odyssey’s and AOM’s current expectations. This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by terminology such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “project,” “plan,” “expect,” “goal,” “seek,” “future,” “likely,” or the negative or plural of these words or similar expressions. These statements are only predictions. Odyssey and AOM have based these forward-looking statements largely on their then-current expectations and projections about future events, as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond each of Odyssey’s and AOM’s control, and actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) the risk that the conditions to the closing or consummation of the proposed Merger are not satisfied, including the failure to obtain stockholder approval for the proposed Merger; (ii) uncertainties as to the timing of the consummation of the proposed Merger and the ability of each of Odyssey and AOM to consummate the transactions contemplated by the proposed Merger; (iii) risks related to Odyssey’s and AOM’s ability to correctly estimate their respective operating expenses and expenses associated with the proposed Merger, as applicable, as well as uncertainties regarding the impact any delay in the closing would have on the anticipated cash resources of the resulting combined company upon closing and other events and unanticipated spending and costs that could reduce the combined company’s cash resources; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the proposed Merger by either Odyssey or AOM; (v) the effect of the announcement or pendency of the proposed Merger on Odyssey’s or AOM’s business relationships, operating results, and business generally; (vi) costs related to the proposed Merger; (vii) the outcome of any legal proceedings that may be instituted against Odyssey, AOM, or any of their respective directors or officers related to the Merger Agreement or the transactions contemplated thereby; (viii) the ability of Odyssey or AOM to protect their respective intellectual property rights; (ix) competitive responses to the proposed Merger; (x) unexpected costs, charges or expenses resulting from the proposed Merger; (xi) whether the combined business of AOM and Odyssey will be successful; (xii) legislative, regulatory, political and economic developments; and (xiii) additional risks described in the “Risk Factors” section of Odyssey’s Annual Report on
Form 10-K for
the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026, as amended, and Odyssey’s Quarterly Report on Form
10-Q
for the fiscal quarter ended June 30, 2026, filed with the SEC on August 11, 2026. Additional assumptions, risks and uncertainties are described in detail in Odyssey’s registration statements, reports and other filings with the SEC, which are available on Odyssey’s website, and at www.sec.gov. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Neither Odyssey nor AOM can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, Odyssey and AOM undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Investors should not assume that any lack of update to a previously issued “forward-looking statement” constitutes a reaffirmation of that statement.
Additional Information about the Proposed Merger and Where to Find It
This Current Report on
Form 8-K does
not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This Current Report on
Form 8-K relates
to the proposed Merger. In connection with the proposed Merger, Odyssey has filed a Registration Statement on
Form S-4, which
includes a document that serves as a prospectus and proxy statement of Odyssey (the “proxy statement/prospectus”), and Odyssey has filed and will file other documents regarding the proposed Merger with the SEC. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE PROPOSED MERGER. A definitive proxy statement/prospectus will be sent to Odyssey’s stockholders. Investors and security holders will be able to obtain these documents (when available) free of charge from the SEC’s website at www.sec.gov. In addition, investors and stockholders should note that Odyssey communicates with investors and the public using its website (www.odysseymarine.com), the investor relations website (https://www.ir.odysseymarine.com) where anyone will be able to obtain free copies of the proxy statement/prospectus and other documents filed by Odyssey with the SEC, and stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed Merger.
Participants in the Solicitation
Odyssey, AOM, and their respective directors and executive officers and other members of management and employees and certain of their respective significant stockholders may be deemed to be participants in the solicitation of proxies from Odyssey and AOM stockholders in respect of the proposed Merger. Information about Odyssey’s directors and executive officers is available in Odyssey’s proxy statement, which was filed with the SEC on April 21, 2026, for the 2026 Annual Meeting of Stockholders, Odyssey’s Quarterly Report on
Form 10-Q for
the fiscal quarter ended June 30, 2026, which was filed with the SEC on August 11, 2026. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holding or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed Merger when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the SEC and Odyssey as indicated above.
No Offer or Solicitation
This Current Report on
Form 8-K shall
not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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.
O
DYSSEY
M
ARINE
E
XPLORATION
, I
NC
.
Dated: September 14, 2026
By:
/s/ Mark D. Gordon
Mark D. Gordon
Chief Executive Officer