Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | ODYSSEY MARINE EXPLORATION, INC. | |
Entity Central Index Key | 0000798528 | |
Entity Filer Category | Non-accelerated Filer | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Trading Symbol | OMEX | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 19,486,906 | |
Entity File Number | 001-31895 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 84-1018684 | |
Entity Address, Address Line One | 205 S. Hoover Blvd | |
Entity Address, City or Town | Tampa | |
Entity Address, Postal Zip Code | 33609 | |
City Area Code | 813 | |
Local Phone Number | 876-1776 | |
Entity Address, Address Line Two | Suite 210 | |
Entity Address, State or Province | FL |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 10,534,828 | $ 2,274,751 |
Accounts receivable and other, net | 329,540 | 268,867 |
Other current assets | 547,077 | 776,630 |
Total current assets | 11,411,445 | 3,320,248 |
PROPERTY AND EQUIPMENT | ||
Equipment and office fixtures | 5,632,602 | 5,602,915 |
Right to use – operating lease, net | 382,587 | 461,109 |
Accumulated depreciation | (5,312,495) | (5,584,881) |
Total property and equipment | 702,694 | 479,143 |
NON-CURRENT ASSETS | ||
Investment in unconsolidated entity | 3,848,925 | 3,253,950 |
Exploration license | 1,821,251 | 1,821,251 |
Other non-current assets | 34,295 | 34,295 |
Total non-current assets | 5,704,471 | 5,109,496 |
Total assets | 17,818,610 | 8,908,887 |
CURRENT LIABILITIES | ||
Accounts payable | 2,734,296 | 1,817,445 |
Accrued expenses | 33,978,084 | 27,844,107 |
Operating lease obligation | 174,588 | 163,171 |
Loans payable | 20,384,010 | 22,784,010 |
Total current liabilities | 57,270,978 | 52,608,733 |
LONG-TERM LIABILITIES | ||
Loans payable | 24,174,983 | 18,472,997 |
Operating lease obligation | 225,944 | 315,795 |
Total long-term liabilities | 24,400,927 | 18,788,792 |
Total liabilities | 81,671,905 | 71,397,525 |
Commitments and contingencies (NOTE G) | ||
STOCKHOLDERS' 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; 19,464,950 and 14,309,315 issued and outstanding | 1,946 | 1,431 |
Additional paid-in capital | 264,323,108 | 249,055,600 |
Accumulated (deficit) | (288,004,571) | (275,090,857) |
Total stockholders' deficit before non-controlling interest | (23,679,517) | (26,033,826) |
Non-controlling interest | (40,173,778) | (36,454,812) |
Total stockholders' deficit | (63,853,295) | (62,488,638) |
Total liabilities and stockholders' deficit | $ 17,818,610 | $ 8,908,887 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 24,984,166 | 24,984,166 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 1 | $ 1 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 19,464,950 | 14,309,315 |
Common stock, shares outstanding | 19,464,950 | 14,309,315 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
REVENUE | ||||
Revenue | $ 390,278 | $ 182,334 | $ 689,884 | $ 474,010 |
OPERATING EXPENSES | ||||
Marketing, general and administrative | 2,292,082 | 1,699,809 | 4,210,578 | 2,991,422 |
Operations and research | 1,229,634 | 3,429,165 | 6,286,169 | 5,226,602 |
Total operating expenses | 3,521,716 | 5,128,974 | 10,496,747 | 8,218,024 |
INCOME (LOSS) FROM OPERATIONS | (3,131,438) | (4,946,640) | (9,806,863) | (7,744,014) |
OTHER INCOME (EXPENSE) | ||||
Net interest expense | (3,550,361) | (2,629,253) | (6,775,921) | (5,009,729) |
Other | 140,361 | 3,820,199 | (49,896) | 3,874,583 |
Total other income (expense) | (3,410,000) | 1,190,946 | (6,825,817) | (1,135,146) |
(LOSS) BEFORE INCOME TAXES | (6,541,438) | (3,755,694) | (16,632,680) | (8,879,160) |
Income tax benefit (provision) | 0 | 0 | 0 | 0 |
NET (LOSS) BEFORE NON-CONTROLLING INTEREST | (6,541,438) | (3,755,694) | (16,632,680) | (8,879,160) |
Non-controlling interest | 1,857,953 | 1,528,195 | 3,718,966 | 2,931,443 |
NET (LOSS) | $ (4,683,485) | $ (2,227,499) | $ (12,913,714) | $ (5,947,717) |
NET (LOSS) PER SHARE | ||||
Basic (see NOTE B) | $ (0.30) | $ (0.17) | $ (0.86) | $ (0.46) |
Diluted (see NOTE B) | $ (0.30) | $ (0.17) | $ (0.86) | $ (0.46) |
Weighted average number of common shares outstanding | ||||
Basic | 15,803,746 | 13,023,330 | 15,088,662 | 12,818,266 |
Diluted | 15,803,746 | 13,023,330 | 15,088,662 | 12,818,266 |
Marine Services [Member] | ||||
REVENUE | ||||
Revenue | $ 300,000 | $ 182,334 | $ 594,975 | $ 438,656 |
Operating And Other [Member] | ||||
REVENUE | ||||
Revenue | $ 90,278 | $ 0 | $ 94,909 | $ 35,354 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholder's Deficit - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Non-controlling Interest [Member] |
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) |
Beginning Balance at Dec. 31, 2021 | (62,488,638) | 1,431 | 249,055,600 | (275,090,857) | (36,454,812) |
Share-based compensation | 546,496 | 21 | 546,475 | ||
Common stock issued for cash, net | 9,274,562 | 494 | 9,274,068 | ||
Fair value of warrants issued | 5,446,965 | 5,446,965 | |||
Net (loss) | (16,632,680) | (12,913,714) | (3,718,966) | ||
Ending Balance at Jun. 30, 2022 | (63,853,295) | 1,946 | 264,323,108 | (288,004,571) | (40,173,778) |
Beginning Balance at Mar. 31, 2022 | (72,445,582) | 1,448 | 249,189,881 | (283,321,086) | (38,315,825) |
Share-based compensation | 412,198 | 4 | 412,194 | ||
Common stock issued for cash, net | 9,274,562 | 494 | 9,274,068 | ||
Fair value of warrants issued | 5,446,965 | 5,446,965 | |||
Net (loss) | (6,541,438) | (4,683,485) | (1,857,953) | ||
Ending Balance at Jun. 30, 2022 | $ (63,853,295) | $ 1,946 | $ 264,323,108 | $ (288,004,571) | $ (40,173,778) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss before non-controlling interest | $ (16,632,680) | $ (8,879,160) |
Adjustments to reconcile net loss to net cash (used) in operating activities: | ||
Investment in unconsolidated entity | (594,975) | (438,656) |
Depreciation and amortization | 10,325 | 4,517 |
Financing fees amortization | 73,448 | 60,545 |
Amortization of loan prepayment premium | 300,000 | 0 |
Note payable interest accretion | 140,153 | (74,268) |
Right of use asset amortization | 78,522 | 71,207 |
Share-based compensation | 731,498 | 625,293 |
Deferred income | 0 | (3,818,750) |
(Increase) decrease in: | ||
Accounts receivable | (60,672) | (97,464) |
Other assets | 229,553 | 261,636 |
Increase (decrease) in: | ||
Accounts payable | 6,336,234 | 2,550,544 |
Accrued expenses and other | 6,716,044 | 6,896,227 |
NET CASH USED IN OPERATING ACTIVITIES | (2,672,550) | (2,838,329) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (312,399) | (13,930) |
NET CASH USED IN INVESTING ACTIVITIES | (312,399) | (13,930) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of loans payable | 2,200,000 | 1,184,295 |
Payment of operating lease liability | (78,434) | (68,185) |
Proceeds from sale of equity of subsidiary | 713,879 | |
Payment of debt obligation | (5,073,804) | (354,582) |
Repurchase of stock-based awards withheld for payment of withholding tax requirements | (524,263) | 0 |
Offering cost paid on sale of common stock | (1,790,848) | 0 |
Proceeds from sale of commons stock | (16,512,375) | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 11,245,026 | 1,475,407 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 8,260,077 | (1,376,852) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 2,274,751 | 6,163,205 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 10,534,828 | 4,786,353 |
SUPPLEMENTARY INFORMATION: | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Director compensation settled with equity | 339,262 | 100,000 |
Accrued interest settled with common stock | $ 0 | $ 34,520 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Non-cash litigation financing | ||
Amount settlement from vendor | $ 5,288,385 | $ 1,168,754 |
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, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE A - BASIS OF PRESENTATION The accompanying unaudited condensed 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 and, therefore, do not include all information and footnotes normally included in financial statements prepared in accordance with generally accepted accounting principles. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. 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, 2022 and the results of operations and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2022, are not necessarily indicative of the results that may be expected for the full year. Accounting standards adopted In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The amendments in this update are effective for public business entities that meet the definition of a Securities and Exchange Commission (“SEC”) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The FASB specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The amendments in ASU No. 2020-06 affect entities that issue convertible instruments and/or contracts in an entity’s own equity. For convertible instruments, the instruments primarily affected are those issued with beneficial conversion features or cash conversion features because the accounting models for those specific features are removed. However, all entities that issue convertible instruments are affected by the amendments to the disclosure requirements in this update. For contracts in an entity’s own equity, the contracts primarily affected are freestanding instruments and embedded features that are accounted for as derivatives under the current guidance because of failure to meet the settlement conditions of the derivatives scope exception related to certain requirements of the settlement assessment. The FASB simplified the settlement assessment by removing the requirements (1) to consider whether the contract would be settled in registered shares, (2) to consider whether collateral is required to be posted, and (3) to assess shareholder rights. Those amendments also affect the assessment of whether an embedded conversion feature in a convertible instrument qualifies for the derivatives scope exception. Additionally, the amendments in this update affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. We adopted this ASU as of January 1, 2022. On October 31, 2018, the SEC adopted a final rule (“New Final Rule”) that replaced 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. Companies must comply with the New Final Rule for the company’s first fiscal year beginning on or after January 1, 2021. We adopted this New Final Rule on January 1, 2021. 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, 2022 | |
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 condensed 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 condensed 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 interest are presented within equity and net income and are shown separately from the Company’s equity and net income attributable to the Company. Some of the existing inter-company balances, which are eliminated upon consolidation, include features allowing the liability to be converted into equity of a subsidiary, which if exercised, could increase the direct or indirect interest of the Company in the non-wholly owned subsidiaries. Use of Estimates Management uses estimates and assumptions in preparing these condensed 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 2021 condensed consolidated financial statements in order to conform to the classifications used in 2022 . 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 Accounting Standards Codification (“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 three months or less when purchased to be cash equivalents. Exploration License The Company follows the guidance pursuant to ASU 350, “ Intangibles-Goodwill and Other ” in accounting for its Exploration License. Management determined the rights to use the license to have an indefinite life. This assessment is based on the historical success of renewing the license every two years since 2006, and the fact that management believes there are no legal, regulatory, or contractual provisions that would limit the useful life of the asset. The exploration license is not dependent on another asset or group of assets that could potentially limit the useful life of the exploration license. In the future, the recoverability of the license will be tested whenever circumstances indicate that its carrying amount may not be recoverable per the guidance of the ASC topic 360 for Property, Plant and Equipment . We did no t have any impairments for the three and six months ended June 30, 2022 and 2021 , respectively. 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 for the three and six months ended June 30, 2022 and 2021 , respectively. Property and Equipment and Depreciation Property and equipment is stated at historical cost. Depreciation is calculated using the straight-line method at rates based on the assets’ estimated useful lives which are normally between three and thirty years . Leasehold improvements are amortized over their estimated useful lives or lease term, if shorter. Items that may require major overhauls (such as 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. 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 method to compute potential common shares from stock options, restricted stock units, warrants, preferred stock, convertible notes or other convertible securities. When a net loss occurs, potential common shares have an anti-dilutive effect on earnings per share and such shares are excluded from the diluted EPS calculation. For the six months ended June 30, 2022 and 2021, the weighted average common shares outstanding year-to-date were 15,088,662 and 12,818,266 , 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 method from outstanding options, stock awards and warrants that were excluded from the calculation of diluted EPS: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Average market price during the period $ 4.85 $ 6.55 $ 5.38 6.91 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 7,496,331 2,781,314 7,496,331 2,781,314 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 fro m 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 warrants excluded: $ 5.76 196,135 — 196,135 — $ 7.16 700,000 700,000 700,000 700,000 Total excluded 1,112,293 916,158 1,112,293 916,158 The equivalent common shares relating to our unvested restricted stock awards that were excluded from potential common shares in the earning per share calculation due to having an anti-dilutive effect are: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Excluded unvested restricted stock awards 283,812 497,350 283,812 497,350 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 loss $ ( 4,683,485 ) $ ( 2,227,499 ) $ ( 12,913,714 ) $ ( 5,947,717 ) Numerator, basic and diluted net loss available to stockholders $ ( 4,683,485 ) $ ( 2,227,499 ) $ ( 12,913,714 ) $ ( 5,947,717 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 15,803,746 13,023,330 15,088,662 12,818,266 Shares used in computation – diluted: Weighted average common shares outstanding 15,803,746 13,023,330 15,088,662 12,818,266 Net loss per share – basic and diluted $ ( 0.30 ) $ ( 0.17 ) $ ( 0.86 ) $ ( 0.46 ) 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 (See NOTE I). 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 settled by the counterparty. As required by ASC 815 – Derivatives and Hedging , these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements with changes in fair value reflected in our income. 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. Quoted prices in active markets for identical assets or liabilities. Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions. Level 3. Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data. At June 30, 2022 and December 31, 2021, the Company did no t have any financial instruments measured on a recurring basis. |
Accounts Receivable and Other
Accounts Receivable and Other | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Accounts Receivable and Other | NOTE C – ACCOUNTS RECEIVABLE AND OTHER Our accounts receivable consist of the following: June 30, 2022 December 31, 2021 Related party (see Note D) $ 328,240 $ 268,867 Other 1,300 — Total accounts receivable and other $ 329,540 $ 268,867 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE D – RELATED PARTY TRANSACTIONS We currently provide services to a deep-sea mineral exploration company, CIC Limited (“CIC”), which was organized and is majority owned and controlled by Greg Stemm, 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 in effect at that time. A current Odyssey director, Mark B. Justh, made an investment into CIC’s parent company and indirectly owns approximately 11.5 % of CIC. We expect Mr. Justh to recuse himself from any decisions of the Board of Directors regarding CIC. The Board of Directors made a determination that Mr. Justh’s indirect ownership in CIC does not impair his independence under applicable rules. We are providing these services to CIC 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 three months ended June 30, 2022 and 2021, we invoiced CIC a total of $ 390,278 and $ 182,334 , respectively, which was for technical and support services. For the six months ended June 30, 2022 and 2021, we invoiced CIC a total of $ 689,884 and $ 474,010 , respectively, 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 30, 2022 and December 31, 2021 and NOTE E 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. |
Investment in Unconsolidated Re
Investment in Unconsolidated Related Entity | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Related Entity | NOTE E – INVESTMENT IN UNCONSOLIDATED RELATED ENTITY At June 30, 2022 and December 31, 2021, our accumulated investment in CIC was $ 3,848,925 and $ 3,253,950 , respectively, which is classified as an investment in unconsolidated entity in our condensed consolidated balance sheets. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE F - INCOME TAXES During the six months ended June 30, 2022, we generated a federal net operating loss (“NOL”) carryforward of $ 13.9 million and generated $ 1.9 million of foreign NOL carryforwards. As of June 30, 2022, we had consolidated income tax NOL carryforwards for federal tax purposes of approximately $ 222.8 million and net operating loss carryforwards for foreign income tax purposes of approximately $ 78.9 million. From 2025 through 2027, approximately $ 47 million of the NOL will expire, and from 2028 through 2037, approximately $ 128 million of the NOL will expire. The NOL generated in 2018 through 2022 of approximately $ 47.8 million will be carried forward indefinitely. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE G – 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 condensed consolidated financial statements. Contingency We owe consultants contingent success fees of up to $ 700,000 upon the approval and issuance of the Environmental Impact Assessment (“EIA”) for our Mexican subsidiary. The EIA has not been approved as of the date of this report. 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. Our 2022 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 June 10, 2022, we sold an aggregate of 4,939,515 shares of our common stock and warrants to purchase up to 4,939,515 shares of our common stock. The net proceeds received from this sale, after offering expenses of $ 1.8 million , were $ 14.7 million (See NOTE I). These proceeds, coupled with other anticipated cash inflows, are expected to provide operating funds through 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, 2022 was $ 10.5 million . We have a working capital deficit at June 30, 2022 of ($ 45.9 ) million . The total consolidated book value of our assets was approximately $ 17.8 million at June 30, 2022, which includes cash of $ 10.5 million . 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 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 condensed 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 At June 30, 2022, the right of usage (“ROU”) asset and lease obligation for our corporate office operating lease were, $ 279,851 and $ 293,220 , respectively. The remaining lease payment obligations are as follows: Year ending Annual payment obligation 2022 $ 76,920 2023 156,524 2024 92,884 $ 326,328 At June 30, 2022, the ROU asset and lease obligation for our marine operations operating lease were, $ 102,736 and $ 107,312 , respectively. The remaining lease payment obligations are as follows: Year ending Annual payment obligation 2022 $ 26,106 2023 53,382 2024 40,930 $ 120,418 We recognized approximately $ 54,500 and $ 41,000 in rent expense associated with these leases for the three months ended June 30, 2022 and 2021, respectively, and approximately $ 109,000 and $ 82,000 in rent expense for the six months ended June 30, 2022 and 2021 , respectively. |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2022 | |
Text Block [Abstract] | |
Loans Payable | NOTE H –LOANS PAYABLE The Company’s consolidated notes payable consisted of the following carrying values and related interest expense at: Note payable Interest expense Three Months Ended Six Months Ended June 30, December 31, June 30, June 30, June 30, June 30, MINOSA 1 $ 14,750,001 $ 14,750,001 $ 294,191 $ 294,191 $ 585,150 $ 585,150 MINOSA 2 5,050,000 5,050,000 125,904 125,904 250,424 250,424 Litigation financing 24,025,083 18,323,097 2,977,532 1,754,970 5,458,020 3,259,492 Emergency Injury Disaster Loan 149,900 149,900 1,461 6,449 2,922 6,449 Vendor note payable 484,009 484,009 14,481 14,321 28,803 28,803 Monaco — 2,500,000 37,000 — 148,000 — 37North 100,000 — 100,000 — 300,000 — $ 44,558,993 $ 41,257,007 Litigation Financing For the three months ended June 30, 2022 and 2021, we recorded $ 72,013 and $ 60,252 , respectively, of interest expense from the amortization of the debt discount and $ 36,724 and $ 31,563 of interest from the fee amortization, respectively. For the six months ended June 30, 2022 and 2021, we recorded $ 140,153 and $ 110,731 , respectively, of interest expense from the amortization of the debt discount and $ 73,448 and $ 60,545 of interest from the fee amortization, respectively. The June 30, 2022 and December 31, 2021 carrying value of the debt was $ 24,025,083 and $ 18,323,097 , respectively, and was net of unamortized debt fees of $ 220,345 and $ 293,793 , respectively, as well as the net unamortized debt discount of $ 509,775 and $ 649,928 , respectively, associated with the fair value of the warrant. The total face value of this obligation at June 30, 2022 and December 31, 2021 was $ 24,755,203 and $ 19,266,818 , respectively. 37North On March 7, 2022 we entered into a Note Purchase Agreement (“Note Agreement”) with 37North SPV 11, LLC (“37N”) in which 37N agreed to loan us up to $ 2,000,000 . These loan proceeds were received in full on March 25, 2022. Pursuant to the Note Agreement, the indebtedness was non-interest bearing and matured on June 25, 2022. Anytime from 30 days after the maturity date, 37N had the option to convert all or a portion of the outstanding amount of the indebtedness into conversion shares equal to the quotient obtained by dividing (A) 125% of the amount of the indebtedness, by (B) the lower of $5.94 and 70% of the 10-day VWAP. The aggregate maximum number of shares of Common Stock to be issued in connection with conversion of the indebtedness was not to exceed i) 19.9 % of the outstanding shares of Common Stock prior to the date of the Agreement, ii) 19.9 % of the combined voting power of the outstanding voting securities, or iii) exceed the applicable listing rules of the Principal Market if the stockholders did not approve the issuance of Common Stock upon conversion of the indebtedness. Any time prior to maturity, we had the option to prepay the indebtedness at an amount of 110 % of the unpaid principal. From the maturity date to 29 days after the maturity date (July 24, 2022), we were permitted to prepay all (but not less than) an amount equal to 115 % of the unpaid amount of the indebtedness. Anytime, after the 30th day after the maturity date (July 25, 2022), we were permitted to prepay all (but not less than) an amount equal to 125 % of the unpaid amount of the indebtedness , however, we were required to provide 37N a prepayment notice at least 10 days prior to repayment. If 37N delivered an exercise notice during this 10 -day period, the Note would be converted, rather than prepaid. If 37N delivered an exercise notice and the number of shares issuable is limited by the 19.9 % limitation outlined above, then we were permitted to prepay all (but not less than all) an amount equal to 130 % of the remaining unpaid amount. On June 29, 2022, the Company paid $ 2,200,000 of the outstanding amounts payable under the Note Agreement with 37N. On July 6, 2022 , the Company paid the remaining $ 100,000 of the outstanding amounts payable under the Note Agreement with 37N. Accounting considerations We evaluated the indebtedness and determined the shares issuable pursuant to the conversion option were determinate due to the cap on the number of issuable shares, and, as such, met the requirements for a derivative scope exception for instruments that are both indexed to an entity’s own stock and classified in stockholders’ equity. The optional and contingent prepayment options provide the right to accelerate the settlement of debt; however, the prepayment options can only be exercised by the Company. As such, they are considered clearly and closely related to the debt host instrument and bifurcation was not necessary. We early adopted ASC 2020-06, so we were not required to analyze the instrument for a beneficial conversion feature, and the instrument was recorded wholly as debt. Although the indebtedness did not bear interest, it was required to be repaid at amounts greater than the face value. According to ASC 470-10-35-2, if a debt instrument has a contractual maturity date that can be extended at the issuer’s option, at an increasing rate, the debt discounts and issuance costs must be amortized over the period in which the debt is estimated to be outstanding, even if that period extends beyond the debt’s original contractual maturity date. The difference between the proceeds received and the repayment amount are generally amortized over the expected life of the indebtedness using the effective interest method. Management estimated the expected life to be very limited, so the entire expected repayment amount of $ 2.2 million, representing 110 % of the indebtedness, was recorded upon issuance of the Note Agreement. We recognized $ 100,000 and $ 300,000 of interest expense for the three and six months ended June 30, 2022. Certain default put provisions were not considered to be clearly and closely related to the debt host, but management concluded that the value of these default put provisions was de minimis. Accrued interest Total accrued interest associated with our financings was $ 28,060,919 and $ 21,875,753 as of June 30, 2022 and December 31, 2021 , respectively. Accrued interest is included in accrued expenses on the accompanying condensed consolidated balance sheets. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Federal Home Loan Banks [Abstract] | |
Stockholders' Deficit | NOTE I – STOCKHOLDERS' DEFICIT Common Stock On July 10, 2022, we sold an aggregate of 4,939,515 shares of our common stock and warrants to purchase up to 4,939,515 shares of our common stock. The net proceeds received from sale, after offering expenses of $ 1.8 million , were $ 14.7 million . The shares of common stock and warrants were sold in units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $ 3.35 per share of common stock. Each unit was sold at a negotiated price of $ 3.35 per unit. The warrants are exercisable at any time beginning on December 10, 2022 , and ending on the close of business on June 10, 2027 . Warrants In conjunction with our sale of shares common stock and warrants on July 10, 2022, as described above, we issued warrants to purchase up to 4,939,515 shares of our common stock. The warrants have an exercise price of $ 3.35 per share and are exercisable at any time beginning on December 10, 2022 , and ending on the close of business on June 10, 2027 . Stock-Based Compensation The share-based compensation charged against income, related to our restricted stock units, for the three months ended June 30, 2022 and 2021, was $ 418,852 and $ 343,605 , respectively. The share-based compensation charged against income for the six months ended June 30, 2022 and 2021 was $ 731,498 and $ 625,293 , respectively. We did no t grant stock options to employees or outside directors in the three and six months ended June 30, 2022 and 2021. On June 13, 2022, shareholders of the Company voted and approved the amendment to the Company’s 2019 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance under the Plan by 1,600,000 shares, from 800,000 shares to 2,400,000 shares. |
Concentration of Credit Risk
Concentration of Credit Risk | 6 Months Ended |
Jun. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | NOTE J – CONCENTRATION OF CREDIT RISK We do no t currently have any debt obligations with variable interest rates. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE K – SUBSEQUENT EVENT We have evaluated subsequent events for recognition or disclosure through the date of this Form 10-Q is filed with the SEC . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed 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 interest are presented within equity and net income and are shown separately from the Company’s equity and net income attributable to the Company. Some of the existing inter-company balances, which are eliminated upon consolidation, include features allowing the liability to be converted into equity of a subsidiary, which if exercised, could increase the direct or indirect interest of the Company in the non-wholly owned subsidiaries. |
Use of Estimates | Use of Estimates Management uses estimates and assumptions in preparing these condensed 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 2021 condensed consolidated financial statements in order to conform to the classifications used in 2022 . 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 Accounting Standards Codification (“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 three months 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 ” in accounting for its Exploration License. Management determined the rights to use the license to have an indefinite life. This assessment is based on the historical success of renewing the license every two years since 2006, and the fact that management believes there are no legal, regulatory, or contractual provisions that would limit the useful life of the asset. The exploration license is not dependent on another asset or group of assets that could potentially limit the useful life of the exploration license. In the future, the recoverability of the license will be tested whenever circumstances indicate that its carrying amount may not be recoverable per the guidance of the ASC topic 360 for Property, Plant and Equipment . We did no t have any impairments for the three and six months ended June 30, 2022 and 2021 , respectively. |
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 for the three and six months ended June 30, 2022 and 2021 , respectively. |
Property and Equipment and Depreciation | Property and Equipment and Depreciation Property and equipment is stated at historical cost. Depreciation is calculated using the straight-line method at rates based on the assets’ estimated useful lives which are normally between three and thirty years . Leasehold improvements are amortized over their estimated useful lives or lease term, if shorter. Items that may require major overhauls (such as 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. 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 method to compute potential common shares from stock options, restricted stock units, warrants, preferred stock, convertible notes or other convertible securities. When a net loss occurs, potential common shares have an anti-dilutive effect on earnings per share and such shares are excluded from the diluted EPS calculation. For the six months ended June 30, 2022 and 2021, the weighted average common shares outstanding year-to-date were 15,088,662 and 12,818,266 , 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 method from outstanding options, stock awards and warrants that were excluded from the calculation of diluted EPS: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Average market price during the period $ 4.85 $ 6.55 $ 5.38 6.91 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 7,496,331 2,781,314 7,496,331 2,781,314 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 fro m 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 warrants excluded: $ 5.76 196,135 — 196,135 — $ 7.16 700,000 700,000 700,000 700,000 Total excluded 1,112,293 916,158 1,112,293 916,158 The equivalent common shares relating to our unvested restricted stock awards that were excluded from potential common shares in the earning per share calculation due to having an anti-dilutive effect are: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Excluded unvested restricted stock awards 283,812 497,350 283,812 497,350 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 loss $ ( 4,683,485 ) $ ( 2,227,499 ) $ ( 12,913,714 ) $ ( 5,947,717 ) Numerator, basic and diluted net loss available to stockholders $ ( 4,683,485 ) $ ( 2,227,499 ) $ ( 12,913,714 ) $ ( 5,947,717 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 15,803,746 13,023,330 15,088,662 12,818,266 Shares used in computation – diluted: Weighted average common shares outstanding 15,803,746 13,023,330 15,088,662 12,818,266 Net loss per share – basic and diluted $ ( 0.30 ) $ ( 0.17 ) $ ( 0.86 ) $ ( 0.46 ) |
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 (See NOTE I). |
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 settled by the counterparty. As required by ASC 815 – Derivatives and Hedging , these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements with changes in fair value reflected in our income. 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. Quoted prices in active markets for identical assets or liabilities. Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions. Level 3. Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data. At June 30, 2022 and December 31, 2021, the Company did no t have any financial instruments measured on a recurring basis. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 loss $ ( 4,683,485 ) $ ( 2,227,499 ) $ ( 12,913,714 ) $ ( 5,947,717 ) Numerator, basic and diluted net loss available to stockholders $ ( 4,683,485 ) $ ( 2,227,499 ) $ ( 12,913,714 ) $ ( 5,947,717 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 15,803,746 13,023,330 15,088,662 12,818,266 Shares used in computation – diluted: Weighted average common shares outstanding 15,803,746 13,023,330 15,088,662 12,818,266 Net loss per share – basic and diluted $ ( 0.30 ) $ ( 0.17 ) $ ( 0.86 ) $ ( 0.46 ) |
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 method from outstanding options, stock awards and warrants that were excluded from the calculation of diluted EPS: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Average market price during the period $ 4.85 $ 6.55 $ 5.38 6.91 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 7,496,331 2,781,314 7,496,331 2,781,314 |
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 fro m 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 warrants excluded: $ 5.76 196,135 — 196,135 — $ 7.16 700,000 700,000 700,000 700,000 Total excluded 1,112,293 916,158 1,112,293 916,158 |
Unvested Restricted Stock Awards Excluded from EPS [Member] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The equivalent common shares relating to our unvested restricted stock awards that were excluded from potential common shares in the earning per share calculation due to having an anti-dilutive effect are: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Excluded unvested restricted stock awards 283,812 497,350 283,812 497,350 |
Accounts Receivable and Other (
Accounts Receivable and Other (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | Our accounts receivable consist of the following: June 30, 2022 December 31, 2021 Related party (see Note D) $ 328,240 $ 268,867 Other 1,300 — Total accounts receivable and other $ 329,540 $ 268,867 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Lessor, Operating Lease, Payments to be Received, Maturity [Table Text Block] | The remaining lease payment obligations are as follows: Year ending Annual payment obligation 2022 $ 76,920 2023 156,524 2024 92,884 $ 326,328 |
FLORIDA | |
Lessor, Operating Lease, Payments to be Received, Maturity [Table Text Block] | The remaining lease payment obligations are as follows: Year ending Annual payment obligation 2022 $ 26,106 2023 53,382 2024 40,930 $ 120,418 |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Schedule of Consolidated Notes Payable | The Company’s consolidated notes payable consisted of the following carrying values and related interest expense at: Note payable Interest expense Three Months Ended Six Months Ended June 30, December 31, June 30, June 30, June 30, June 30, MINOSA 1 $ 14,750,001 $ 14,750,001 $ 294,191 $ 294,191 $ 585,150 $ 585,150 MINOSA 2 5,050,000 5,050,000 125,904 125,904 250,424 250,424 Litigation financing 24,025,083 18,323,097 2,977,532 1,754,970 5,458,020 3,259,492 Emergency Injury Disaster Loan 149,900 149,900 1,461 6,449 2,922 6,449 Vendor note payable 484,009 484,009 14,481 14,321 28,803 28,803 Monaco — 2,500,000 37,000 — 148,000 — 37North 100,000 — 100,000 — 300,000 — $ 44,558,993 $ 41,257,007 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Short-term investment maturity period | 3 months | ||||
Weighted average number of common shares outstanding | 15,803,746 | 13,023,330 | 15,088,662 | 12,818,266 | |
Exploration License Impairments | $ 0 | $ 0 | $ 0 | $ 0 | |
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, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Average market price during the period | $ 4.85 | $ 6.55 | $ 5.38 | $ 6.91 |
Potential common shares excluded from EPS | 1,112,293 | 916,158 | 1,112,293 | 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 | 7,496,331 | 2,781,314 | 7,496,331 | 2,781,314 |
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, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Out of the money options and warrants excluded | 1,112,293 | 916,158 | 1,112,293 | 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 Exercise Price Of $5.76 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Out of the money options and warrants excluded | 196,135 | 196,135 | ||
Stock Options With an Exercise Price of $7.16 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Out of the money options and warrants excluded | 700,000 | 700,000 | 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, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
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 Exercise Price Of $5.76 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options exercise price per share | 5.76 | 5.76 | 5.76 | 5.76 |
Stock Options With an Exercise Price of $7.16 per Share [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options exercise price per share | $ 7.16 | $ 7.16 | $ 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, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Excluded unvested restricted stock awards | 1,112,293 | 916,158 | 1,112,293 | 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 | 283,812 | 497,350 | 283,812 | 497,350 |
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, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Net loss | $ (4,683,485) | $ (2,227,499) | $ (12,913,714) | $ (5,947,717) |
Numerator, basic and diluted net loss available to stockholders | $ (4,683,485) | $ (2,227,499) | $ (12,913,714) | $ (5,947,717) |
Shares used in computation – basic: | ||||
Weighted average common shares outstanding | 15,803,746 | 13,023,330 | 15,088,662 | 12,818,266 |
Shares used in computation – diluted: | ||||
Weighted average common shares outstanding | 15,803,746 | 13,023,330 | 15,088,662 | 12,818,266 |
Net loss per share - basic | $ (0.30) | $ (0.17) | $ (0.86) | $ (0.46) |
Net loss per share - diluted | $ (0.30) | $ (0.17) | $ (0.86) | $ (0.46) |
Accounts Receivable and Other -
Accounts Receivable and Other - Summary of Accounts Receivable (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable and other | $ 329,540 | $ 268,867 |
Related Party [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 328,240 | $ 268,867 |
Other [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 1,300 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Back Office Technical and Support Services [Member] | Deep Sea Mineral Company, CIC, LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | $ 390,278 | $ 182,334 | $ 689,884 | $ 474,010 |
OMEX Deep Sea Mineral Company [Member] | ||||
Related Party Transaction [Line Items] | ||||
Equity Method Investment Ownership Interest | 11.50% | 11.50% |
Investment In Unconsolidated En
Investment In Unconsolidated Entity - Additional Information (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | ||
Investment carrying value | $ 3,848,925 | $ 3,253,950 |
Greg Stemm [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investment carrying value | $ 3,848,925 | $ 3,253,950 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Millions | Jun. 30, 2022 USD ($) |
Federal [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards subject to expiration | $ 222.8 |
Net operating loss carryforwards, indefinitely | 47.8 |
Net operating loss carryforwards | 13.9 |
Foreign [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards subject to expiration | 78.9 |
Net operating loss carryforwards | 1.9 |
2025 Through 2027 [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards subject to expiration | 47 |
2028 Through 2037 [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards subject to expiration | $ 128 |
Commitments and Contingencies -
Commitments and Contingencies - lease payment obligations (Detail) | Jun. 30, 2022 USD ($) |
2022 | $ 76,920 |
2023 | 156,524 |
2024 | 92,884 |
Total | 326,328 |
FLORIDA | |
2022 | 26,106 |
2023 | 53,382 |
2024 | 40,930 |
Total | $ 120,418 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 10, 2022 | Mar. 11, 2015 | Mar. 31, 2016 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Other Commitments [Line Items] | ||||||||
Cash and cash equivalents | $ 10,534,828 | $ 2,274,751 | ||||||
Working capital deficit | 45,900,000 | |||||||
Total assets | 17,818,610 | $ 8,908,887 | ||||||
Cash Lease Obligation | 326,328 | |||||||
Sale of stock, Number of shares issued in transaction | 4,939,515 | |||||||
Class of warrant or right, Number of securities called by warrants or rights | 4,939,515 | |||||||
Offering costs paid on sale of common stock | $ 1,800,000 | |||||||
Net proceeds received from sale of stock | 16,512,375 | $ 0 | ||||||
Lease rent expense | $ 54,500 | $ 41,000 | 109,000 | $ 82,000 | ||||
Common Stock [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Net proceeds received from sale of stock | $ 14,700,000 | |||||||
Corporate Office Space [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Lease Obligation | 293,220 | |||||||
Right Of Use Asset | 279,851 | |||||||
Marine Operations [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Lease Obligation | 107,312 | |||||||
Right Of Use Asset | 102,736 | |||||||
Penelope Mining LLC [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Investment in convertible preferred stock | $ 101,000,000 | |||||||
Investment agreement period | 3 years | |||||||
MINOSA [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Amount of debt financed | $ 14,750,000 | |||||||
Cash Lease Obligation | $ 10,500,000 | |||||||
Maximum [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Consultants contingent success fees | $ 700,000 |
Loans Payable - Schedule of Con
Loans Payable - Schedule of Consolidated Notes Payable (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Loans payable | $ 44,558,993 | $ 44,558,993 | $ 41,257,007 | ||
MINOSA 1 | |||||
Debt Instrument [Line Items] | |||||
Loans payable | 14,750,001 | 14,750,001 | 14,750,001 | ||
Interest expense | 294,191 | $ 294,191 | 585,150 | $ 585,150 | |
MINOSA 2 | |||||
Debt Instrument [Line Items] | |||||
Loans payable | 5,050,000 | 5,050,000 | 5,050,000 | ||
Interest expense | 125,904 | 125,904 | 250,424 | 250,424 | |
Litigation financing | |||||
Debt Instrument [Line Items] | |||||
Loans payable | 24,025,083 | 24,025,083 | 18,323,097 | ||
Interest expense | 2,977,532 | 1,754,970 | 5,458,020 | 3,259,492 | |
Emergency Injury Disaster Loan | |||||
Debt Instrument [Line Items] | |||||
Loans payable | 149,900 | 149,900 | 149,900 | ||
Interest expense | 1,461 | 6,449 | 2,922 | 6,449 | |
Vendor note payable | |||||
Debt Instrument [Line Items] | |||||
Loans payable | 484,009 | 484,009 | 484,009 | ||
Interest expense | 14,481 | 14,321 | 28,803 | 28,803 | |
Monaco | |||||
Debt Instrument [Line Items] | |||||
Loans payable | 0 | 0 | 2,500,000 | ||
Interest expense | 37,000 | 0 | 148,000 | 0 | |
37North | |||||
Debt Instrument [Line Items] | |||||
Loans payable | 100,000 | 100,000 | $ 0 | ||
Interest expense | $ 100,000 | $ 0 | $ 300,000 | $ 0 |
Loans Payable - Litigation Fina
Loans Payable - Litigation Financing Note - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Loans payable | $ 44,558,993 | $ 44,558,993 | $ 41,257,007 | ||
Amount receivable related to a loss contingency | 24,174,983 | 24,174,983 | 18,472,997 | ||
Litigation Financing [Member] | |||||
Debt discount amount | 509,775 | 509,775 | 649,928 | ||
Loans payable | 24,025,083 | 24,025,083 | 18,323,097 | ||
Litigation Financing [Member] | Loans Payable [Member] | |||||
Debt discount amount | 220,345 | 220,345 | 293,793 | ||
Loans payable | 24,025,083 | 24,025,083 | 18,323,097 | ||
Amount receivable related to a loss contingency | 24,755,203 | 24,755,203 | $ 19,266,818 | ||
Poplar Falls LLC [Member] | Pending Litigation [Member] | |||||
Amortization of debt discount | 72,013 | $ 60,252 | 140,153 | $ 110,731 | |
Interest from the fee amortization | $ 36,724 | $ 31,563 | $ 73,448 | $ 60,545 |
Loans Payable - 37 North - Addi
Loans Payable - 37 North - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 29, 2022 | Jun. 06, 2022 | Aug. 14, 2022 | Aug. 01, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Conversion, Description | Anytime from 30 days after the maturity date, 37N had the option to convert all or a portion of the outstanding amount of the indebtedness into conversion shares equal to the quotient obtained by dividing (A) 125% of the amount of the indebtedness, by (B) the lower of $5.94 and 70% of the 10-day VWAP. | |||||||
Shares Outstanding Post Conversion | % | 19.90% | |||||||
Percentage of outstanding voting securities | 19.90% | |||||||
Percentage of payment of unpaid principal amount | 110% | |||||||
Prepayment notice prior to repayment, Period | 10 days | |||||||
Exercise notice period | 10 days | |||||||
Percentage of number of shares issued after exercise notice | 19.90% | |||||||
Percentage of payment of unpaid principal amount after exercise notice | 130% | |||||||
Repayments of notes payable | $ 2,200,000 | |||||||
Percentage of face value of note | 110% | |||||||
Interest expense, Long term debt | $ 100,000 | $ 300,000 | ||||||
Subsequent Event [Member] | ||||||||
Percentage of payment of unpaid principal amount | 125% | 115% | ||||||
Debt Instrument, maturity date, Description | Anytime, after the 30th day after the maturity date (July 25, 2022), we were permitted to prepay all (but not less than) an amount equal to 125% of the unpaid amount of the indebtedness | From the maturity date to 29 days after the maturity date (July 24, 2022), we were permitted to prepay all (but not less than) an amount equal to 115% of the unpaid amount of the indebtedness. | ||||||
Note One To Note Thirteen [Member] | ||||||||
Accrued interest on debt | $ 28,060,919 | $ 28,060,919 | $ 21,875,753 | |||||
Note Purchase Agreement [Member] | ||||||||
Repayments of notes payable | $ 2,200,000 | $ 100,000 | ||||||
Note Purchase Agreement [Member] | Convertible Debt [Member] | ||||||||
Aggregate amount issuable | $ 2,000,000 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||||||
Jul. 10, 2022 USD ($) $ / shares shares | Jun. 13, 2022 shares | Jun. 10, 2022 USD ($) shares | Jun. 30, 2022 USD ($) Directors | Jun. 30, 2021 USD ($) Directors | Jun. 30, 2022 USD ($) Directors | Jun. 30, 2021 USD ($) Directors | Mar. 26, 2019 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Sale of stock, Number of shares issued in transaction | 4,939,515 | |||||||
Class of warrant or right, Number of securities called by warrants or rights | 4,939,515 | |||||||
Proceeds from Issuance of Common Stock | $ | $ 16,512,375 | $ 0 | ||||||
Offering costs paid on sale of common stock | $ | $ 1,800,000 | |||||||
Share-based compensation expense | $ | $ 418,852 | $ 343,605 | $ 731,498 | $ 625,293 | ||||
Number of outside directors granted quarterly fees | Directors | 0 | 0 | 0 | 0 | ||||
Incentive Stock Options [Member] | 2019 Stock Incentive Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares of common stock authorized for issuance | 2,400,000 | 800,000 | ||||||
Increase in number of shares of common stock authorized for issuance | 1,600,000 | |||||||
Subsequent Event [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Sale of stock, Number of shares issued in transaction | 4,939,515 | |||||||
Class of warrant or right, Number of securities called by warrants or rights | 4,939,515 | |||||||
Offering costs paid on sale of common stock | $ | $ 1,800,000 | |||||||
Warrants, expiration beginning date | Dec. 10, 2022 | |||||||
Warrants, expiration date | Jun. 10, 2027 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.35 | |||||||
Purchase Price Of Warrant | $ / shares | $ 3.35 | |||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Proceeds from Issuance of Common Stock | $ | $ 14,700,000 |
Concentration of Credit Risk -
Concentration of Credit Risk - Additional Information (Detail) | Jun. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Amount of loan outstanding with variable interest rate | $ 0 |