8-K
NASDAQ false 0000798528 0000798528 2024-09-17 2024-09-17

 

 

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 17, 2024

 

 

ODYSSEY MARINE EXPLORATION, INC.

(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 8.01

Other Events.

Notice of Arbitration Award

On September 17, 2024, Odyssey Marine Exploration, Inc. (“Odyssey”) received notification from the International Centre for Settlement of Investment Disputes (“ICSID”) of the arbitral award on the claims brought by Odyssey on behalf of itself and Exploraciones Oceánicas S. de R.L. de C.V., a subsidiary of Odyssey (“ExO” and, together with Odyssey, the “Claimant”), against the United Mexican States under Chapter Eleven of the North American Free Trade Agreement.

The arbitral tribunal issued an award in favor of the Claimant. The award orders Mexico to pay US$37.1 million for breaching its obligations under NAFTA, plus interest at the one-year Mexico Treasury bond rate, compounded annually, from October 12, 2018, until the award is paid in full, plus the arbitrators’ fees and ICSID administrative costs. The amounts awarded are net of Mexican taxes and Mexico may not tax the award.

Press Release

On the date hereof, Odyssey issued a press release announcing the matter described above in Item 8.01 and other information. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

The information in Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

  (a)

Financial Statements of Businesses Acquired.

Not applicable.

 

  (b)

Pro Forma Financial Information.

Not applicable.

 

  (c)

Shell Company Transactions.

Not applicable.

 

  (d)

Exhibits.

 

99.1    Press release issued by Odyssey Marine Exploration, Inc. on September 17, 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

 

    ODYSSEY MARINE EXPLORATION, INC.
Dated: September 17, 2024     By:  

/s/ Mark D. Gordon

            Mark D. Gordon
            Chief Executive Officer
EX-99.1

Exhibit 99.1

 

LOGO   

PRESS RELEASE

 

CONTACTS:

Liz Shows

Odyssey Marine Exploration, Inc.

(813) 876-1776

lshows@odysseymarine.com

 

Ed Hammond / Dan Moore / Paige Macpherson

Collected Strategies

Odyssey-CS@collectedstrategies.com

Odyssey Marine Exploration Reports Win in NAFTA Arbitration Case

TAMPA, Fla., September 17, 2024 (BUSINESSWIRE) – Odyssey Marine Exploration, Inc. (NASDAQ: OMEX), an ocean exploration pioneer engaged in the discovery, development and extraction of critical minerals that provide solutions to global challenges, announces an award in its arbitration with the United Mexican States under Chapter Eleven of the North American Free Trade Agreement (NAFTA).

Odyssey Marine Exploration (Odyssey) has received notification from the International Centre for Settlement of Investment Disputes (ICSID) of the arbitral award on the claims involving Odyssey and its subsidiary, Exploraciones Oceánicas S. de R.L. de C.V. (ExO), against Mexico. The award orders Mexico to pay US$37.1 million for breaching its obligations under NAFTA, plus interest at the one-year Mexico Treasury bond rate, compounded annually, from October 12, 2018, until the award is paid in full, plus the arbitrators’ fees and ICSID administrative costs. The amounts awarded are net of Mexican taxes and Mexico may not tax the award. Odyssey expects that most or all of the proceeds of the award will be used to satisfy its litigation financing obligations.

“The ruling today validates our position that Mexico’s environmental agency SEMARNAT wrongfully denied our environmental permit, which received extensive input from external advisors and industry experts to determine an economically feasible and environmentally responsible development plan. The project remains strategically significant and commercially viable,” said Mark Gordon, Odyssey Marine Exploration’s Chief Executive Officer and Chairman of the Board of Directors. “We are poised to continue advancing our projects globally, while also collaborating with nations interested in exploring their underwater mineral resources to meet the escalating demand for critical minerals. Our focus remains on minerals that offer solutions to pressing global challenges, such as mitigating carbon emissions through renewable energy adoption and enhancing fertilizer accessibility to support an ever-growing global population.”

ICSID will publish the decision on its website at https://icsid.worldbank.org/cases when it is available.

NAFTA Case Background

Odyssey initiated the NAFTA arbitration after the manifestly arbitrary and discriminatory denial by SEMARNAT of an environmental permit for ExO based not on Mexico’s regulations or on scientific support, but on a politician’s directive. Mexico’s highest federal administrative court, the Tribunal Federal de Justicia Administrativa (TFJA), unanimously ruled in favor of ExO in 2018 that SEMARNAT had unlawfully rejected the environmental permit in 2016. When SEMARNAT once again denied the permit in contravention of Mexican and public international laws, Odyssey determined it needed to commence the arbitration in order to protect its shareholders’ investment. Today’s ruling reflects the tribunal’s examination of SEMARNAT’s unlawful handling of the permit. ExO is also once again challenging the unlawful decision of SEMARNAT before the TFJA.

About Odyssey Marine Exploration

Odyssey Marine Exploration, Inc. (NASDAQ: OMEX) is a global leader in ocean exploration with over 30 years of experience. The company is committed to the sustainable and responsible discovery, validation, and advancement of seafloor critical mineral projects, including polymetallic nodules for battery metals and subsea phosphate deposits for fertilizers. Offering comprehensive research, marine operations, and regulatory compliance support, Odyssey works with governments and seafloor rights holders worldwide. Odyssey develops its projects in collaboration with a global network of partners, academics, and industry professionals who share its commitment to environmentally sound solutions to obtain minerals that will address present and future global challenges. Learn more at www.odysseymarine.com.

Forward Looking Information

Odyssey Marine Exploration believes the information set forth in this Press Release may include “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. Certain factors that could cause results to differ materially from those projected in the forward-looking statements are set forth in “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission on May 17, 2024. The financial and operating projections as well as estimates of mining assets are based solely on the assumptions developed by Odyssey that it believes are reasonable based upon information available to Odyssey as of the date of this release. All projections and estimates are subject to material uncertainties and should not be viewed as a prediction or an assurance of actual future performance. The validity and accuracy of Odyssey’s projections will depend upon unpredictable future events, many of which are beyond Odyssey’s control and, accordingly, no assurance can be given that Odyssey’s assumptions will prove true or that its projected results will be achieved.

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