Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 30, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
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 | 19,893,450 | |
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 ($) | Mar. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 674,428 | $ 1,443,421 |
Accounts receivable and other, net | 17 | 7,515 |
Short-term notes receivable related party, net | 2,033,744 | 1,576,717 |
Deferred tax asset | 6,848 | |
Other current assets | 1,064,856 | 947,428 |
Total current assets | 3,779,893 | 3,975,081 |
PROPERTY AND EQUIPMENT | ||
Equipment and office fixtures | 8,142,352 | 8,137,026 |
Right of use - operating leases | 242,703 | 300,025 |
Accumulated depreciation | (5,534,206) | (5,390,559) |
Total property and equipment | 2,850,849 | 3,046,492 |
NON-CURRENT ASSETS | ||
Investment in unconsolidated entity | 4,676,092 | 4,404,717 |
Exploration license | 1,821,251 | 1,821,251 |
Other non-current assets | 34,295 | 34,295 |
Total non-current assets | 6,531,638 | 6,260,263 |
Total assets | 13,162,380 | 13,281,836 |
CURRENT LIABILITIES | ||
Accounts payable | 1,438,698 | 2,285,892 |
Accrued expenses | 32,809,997 | 40,481,204 |
Operating lease liability | 178,020 | 186,656 |
Loans payable | 1,906,620 | 21,732,654 |
Total current liabilities | 36,333,335 | 64,686,406 |
LONG-TERM LIABILITIES | ||
Loans payable | 34,204,032 | 25,011,049 |
Operating lease liability | 78,497 | 129,139 |
Total long-term liabilities | 34,282,529 | 25,140,188 |
Total liabilities | 70,615,864 | 89,826,594 |
Commitments and contingencies (Note 8) | ||
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; 19,893,450 and 19,540,310 issued and outstanding | 1,989 | 1,954 |
Additional paid-in capital | 270,608,427 | 265,882,279 |
Accumulated (deficit) | (281,631,073) | (298,231,607) |
Total stockholders' deficit before non-controlling interest | (11,020,657) | (32,347,374) |
Non-controlling interest | (46,432,827) | (44,197,384) |
Total stockholders' deficit | (57,453,484) | (76,544,758) |
Total liabilities and stockholders' deficit | $ 13,162,380 | $ 13,281,836 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 24,984,166 | 24,984,166 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 19,893,450 | 19,540,310 |
Common stock, shares outstanding | 19,893,450 | 19,540,310 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - Unaudited - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
REVENUE | ||
Revenue | $ 288,739 | $ 299,606 |
OPERATING EXPENSES | ||
Marketing, general and administrative | 1,877,844 | 1,918,496 |
Operations and research | 1,787,859 | 5,056,535 |
Total operating expenses | 3,665,703 | 6,975,031 |
LOSS FROM OPERATIONS | (3,376,964) | (6,675,425) |
OTHER INCOME (EXPENSE) | ||
Interest Income | 388,532 | 93 |
Interest expense | (3,808,586) | (3,225,653) |
Gain (loss) on debt extinguishment | 21,478,614 | 0 |
Other | (322,251) | (190,257) |
Total other income (expense) | 17,736,309 | (3,415,817) |
INCOME/(LOSS) BEFORE INCOME TAXES | 14,359,345 | (10,091,242) |
Income tax benefit (provision) | (5,746) | 0 |
NET INCOME (LOSS) BEFORE NON-CONTROLLING INTEREST | 14,365,091 | (10,091,242) |
Non-controlling interest | 2,235,443 | 1,861,013 |
NET INCOME (LOSS) | $ 16,600,534 | $ (8,230,229) |
NET INCOME (LOSS) PER SHARE | ||
Basic (see Note 2) | $ 0.84 | $ (0.57) |
Diluted (see Note 2) | $ 0.83 | $ (0.57) |
Weighted average number of common shares outstanding | ||
Basic | 19,666,459 | 14,365,633 |
Diluted | 19,892,079 | 14,365,633 |
Marine Services [Member] | ||
REVENUE | ||
Revenue | $ 271,375 | $ 294,975 |
Operating And Other [Member] | ||
REVENUE | ||
Revenue | $ 17,364 | $ 4,631 |
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, 2021 | $ (62,488,638) | $ 249,055,600 | $ (275,090,857) | $ (36,454,812) | |
Beginning Balance, Shares at Dec. 31, 2021 | 1,431 | ||||
Share-based compensation | 134,298 | 134,281 | |||
Share-based compensation, Shares | 17 | ||||
Net income (loss) | (10,091,242) | (8,230,229) | (1,861,013) | ||
Ending Balance at Mar. 31, 2022 | (72,445,582) | 249,189,881 | (283,321,086) | (38,315,825) | |
Ending Balance, Shares at Mar. 31, 2022 | 1,448 | ||||
Beginning Balance at Dec. 31, 2022 | (76,544,758) | 265,882,279 | (298,231,607) | (44,197,384) | |
Beginning Balance, Shares at Dec. 31, 2022 | 1,954 | ||||
Share-based compensation | 309,589 | 309,584 | |||
Share-based compensation, Shares | 5 | ||||
Common stock issued for debt extinguishment | 1,000,000 | 999,970 | |||
Common stock issued for debt extinguishment, shares | 30 | ||||
Fair value of warrants issued | 3,416,594 | 3,416,594 | |||
Net income (loss) | 14,365,091 | 16,600,534 | (2,235,443) | ||
Ending Balance at Mar. 31, 2023 | $ (57,453,484) | $ 270,608,427 | $ (281,631,073) | $ (46,432,827) | |
Ending Balance, Shares at Mar. 31, 2023 | 1,989 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss before non-controlling interest | $ 14,365,091 | $ (10,091,242) | |
Adjustments to reconcile net loss to net cash (used) in operating activities: | |||
Investment in unconsolidated entity | (271,375) | (294,975) | |
Depreciation and amortization | 143,647 | 2,373 | |
Financing fees amortization | 41,372 | 36,724 | |
Amortization of loan prepayment premium | 0 | 200,000 | |
Note payable interest accretion | 315,363 | 68,140 | |
Note payable interest accretion | (288,991) | 0 | |
Right of use asset amortization | 57,322 | 38,773 | |
Share-based compensation | 122,339 | 312,646 | |
(Gain) loss on debt extinguishment | (21,478,614) | 0 | |
Payment of operating lease liability | (59,278) | (38,729) | |
(Increase) decrease in: | |||
Accounts receivable | 7,498 | 6,739 | |
Accrued interest receivable | (168,036) | $ 0 | |
Deferred income | (6,848) | 0 | |
Other assets | (117,428) | 23,135 | |
Increase (decrease) in: | |||
Accounts payable | (657,416) | 4,633,450 | |
Accrued expenses and other | 4,507,406 | 3,378,543 | |
NET CASH USED IN OPERATING ACTIVITIES | (3,487,948) | (1,724,423) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (5,326) | (2,878) | |
NET CASH USED IN INVESTING ACTIVITIES | (5,326) | (2,878) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of loans payable | 13,515,100 | 2,200,000 | |
Waiver fee paid | (1,000,000) | 0 | |
Offering Cost Paid on Financing | (98,504) | 0 | |
Payment of debt obligation | (9,692,315) | (186,777) | |
Repurchase of stock-based awards withheld for payment of withholding tax requirements | 0 | (454,360) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,724,281 | 1,558,863 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (768,993) | (168,438) | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 1,443,421 | 2,274,751 | 2,274,751 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 674,428 | 2,106,313 | $ 1,443,421 |
SUPPLEMENTARY INFORMATION: | |||
Interest paid | 0 | 0 | |
Income taxes paid | 72,359 | 0 | |
NON-CASH INVESTING AND FINANCING TRANSACTIONS: | |||
Director compensation settled with equity | $ 187,245 | 276,012 | |
Conversion of debt to common stock | 1,000,000 | ||
Gain on debt forgiveness | 0 | ||
Offering cost paid on sale of common stock | 0 | ||
Warrants Issued | $ 3,416,594 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Non-cash litigation financing | ||
Amount settlement from vendor | $ 2,528 | $ 577,539 |
Termination Agreement [Member] | MINOSA [Member] | ||
Common stock issued for conversion and settlement of convertible debt and accounts payable | 304,879 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | - 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, 2022. 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 March 31, 2023 and the results of operations and cash flows for the interim periods presented. Operating results for the three months ended March 31, 2023, 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. Adoption did not have a material impact on its consolidated financial statements. 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 | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - 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 2022 condensed consolidated financial statements in order to conform to the classifications used in 2023 . 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 are 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. We evaluate our accounts and notes receivable to estimate an allowance for credit losses over the remaining life of the financial instrument. The remaining life of our financial assets is determined by considering contractual terms among other factors. We estimate an allowance for credit losses based on ongoing evaluations of the accounts and notes receivable, the related credit risk characteristics, and the overall economic and environmental conditions affecting the financial assets. Credit losses are charged-off against the allowance when we believe the uncollectibility of the financial asset is confirmed. Subsequent recoveries, if any, are credited to the allowance once received. A credit loss expense, or benefit, is recorded as Other expense in the Statement of Operations in an amount necessary to adjust the allowance for credit losses to our estimate as of the end of each reporting period. 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 months ended March 31, 2023 and 2022 , 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 months ended March 31, 2023 and 2022 , 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 three months ended March 31, 2023 and 2022, the weighted average common shares outstanding year-to-date were 19,666,459 and 14,365,633 , 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 March 31, March 31, Average market price during the period $ 3.21 $ 5.91 In the money potential common shares from options excluded — 22,493 In the money potential common shares from warrants excluded — 2,752,951 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 Per share exercise price March 31, March 31, Out of the money options excluded: $ 3.42 3,091 — $ 3.43 17,105 — $ 3.59 7,521 — $ 3.60 604,243 — $ 12.48 136,833 136,833 $ 12.84 4,167 4,167 $ 26.40 75,158 75,158 Out-of-the-money warrants excluded: $ 3.35 4,939,515 — $ 3.78 3,465,778 — $ 3.99 551,378 — $ 4.67 131,816 — $ 4.75 1,873,622 — $ 5.76 196,135 — $ 7.16 700,000 700,000 Total excluded 12,706,362 916,158 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 March 31, March 31, Excluded unvested restricted stock awards — 276,709 The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share: Three Months Ended March 31, March 31, Net income (loss) $ 16,600,534 $ ( 8,230,229 ) Numerator, basic and diluted net loss available to stockholders $ 16,600,534 $ ( 8,230,229 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 19,666,459 14,365,633 Shares used in computation – diluted: Weighted average common shares outstanding 19,892,079 14,365,633 Net loss per share – basic $ 0.84 $ ( 0.57 ) Net loss per share – diluted $ 0.83 $ ( 0.57 ) 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 11 Stockholders' Equity/(Deficit) ). 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 March 31, 2023 and December 31, 2022 , the Company did no t have any financial instruments measured on a recurring basis. |
Accounts Receivable and Other R
Accounts Receivable and Other Related Party , Net | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable and Other Related Party Net | NOTE 3 – ACCOUNTS RECEIVABLE AND OTHER RELATED PARTY, NET Our accounts receivable consist of the following: March 31, 2023 December 31, 2022 Related party (see Note 5) $ — $ 7,515 Other 17 — Total accounts receivable and other $ 17 $ 7,515 |
Short-term Notes Receivable Rel
Short-term Notes Receivable Related Party, Net | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Short-term Notes Receivable Related Party, Net | NOTE 4 – SHORT-TERM NOTES RECEIVABLE RELATED PARTY, NET Our short-term notes receivable consisted of the following: March 31, 2023 December 31, 2022 Related party (see Note 5) $ 2,033,744 $ 1,576,717 Other — — Short-term notes receivable, net $ 2,033,744 $ 1,576,717 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 – 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. Another current Odyssey director, Laura L. Barton, is also a director of CIC. We believe Mr. Justh’s indirect ownership in CIC and Ms. Barton's role as director of both entities do not impair their 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 March 31, 2023 and 2022, we invoiced CIC a total of $ 288,739 and $ 299,606 , 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 3 Accounts Receivable and Other Related Party, Net for related accounts receivable and Note 4 Short-term Notes Receivable Related Party, Net for related short-term notes receivable at March 31, 2023 and December 31, 2022, and Note 6 Investment in Unconsolidated Entity for our investment in an unconsolidated entity. In furtherance of the Master Services Agreement, we are financing the acquisition of certain equipment required for implementation of CIC’s Marine Operations Plan, which is the comprehensive workplan for offshore operations, including exploration, survey and sampling of potential mineral deposits. As of March 31, 2023 we have paid $ 243,242 toward the purchase of this equipment, and CIC has reimbursed $ 136,860 of that amount. The remaining balance CIC owes to us has been included in the Services Agreement Note Receivable balance described below. On December 13, 2022, we entered into a Loan Agreement with CIC. Pursuant to the Loan Agreement, CIC issued to Odyssey a convertible promissory note in the amount of $ 1,350,000 that bore interest at a rate of 18 % per annum. On the closing date of the Loan Agreement, Odyssey advanced CIC $ 1,000,000 (the "Advanced Amount") and recorded an original issue discount ("OID") of $ 350,000 , which was accrued as interest income in our consolidated statements of operations. Unless otherwise converted or repaid as described below, the entire outstanding principal balance under the Loan agreement and all accrued interest was due and payable on March 31, 2023 (the "Maturity Date"). The Loan Agreement provided that CIC could repay the Advanced Amount plus accrued interest on or prior to the fifth business day after the Maturity Date (the “Maturity Cure Date”) in full satisfaction of the Loan Agreement. CIC repaid the Advanced Amount plus accrued interest prior to the Maturity Cure Date in accordance with the terms of the Loan Agreement. For the three months ended March 31, 2023, we recorded $ 288,991 of interest income from the accretion of the OID. The March 31, 2023 carrying value of the note receivable was $ 1,350,000 , and the OID was fully amortized. The December 31, 2022 carrying value of the note receivable was $ 1,061,009 , and the unamortized OID was $ 288,991 . At March 31, 2023 and December 31, 2022 we recorded $ 111,716 and $ 12,649 , respectively, in accrued interest receivable, which is included in the note receivable balance. On April 6, 2023, prior to the Maturity Cure Date, CIC repaid principal and interest in the aggregate amount of $ 1,068,000 in full satisfaction of the convertible promissory note and the Loan Agreement. On December 13, 2022, CIC issued a Services Agreement Note to us. Pursuant to the Services Agreement Note, Odyssey agreed to extend the terms of its outstanding accounts receivables balance for past and future services performed under the Master Services Agreement for an amount not to exceed $ 600,000 . The note bears interest at a rate of 1.5 % per month and matures on April 30, 2023 . Interest is due and payable on the first day of each month for the previous month. The March 31, 2023 and December 31, 2022 carrying values of the note receivable were $ 572,028 and $ 503,059 , respectively. Odyssey is in discussions with CIC regarding a short extension of the maturity date of the Services Agreement Note. The terms of the Services Agreement Note are not necessarily indicative of the terms that would have been provided had a comparable transaction been entered into with independent parties. On July 15, 2021, MINOSA assigned $ 404,633 of its indebtedness with accumulated accrued interest of $ 159,082 to a director of the Company under the same terms as the original agreement, and that indebtedness continued to be convertible at a conversion price of $ 4.35 . This transaction was reviewed and approved by the independent members of the Company’s board of directors. On March 6, 2023, this note was terminated and Odyssey issued a new note, see Note 9 Loans Payable – MINOSA 2 for detail. |
Investment in Unconsolidated Re
Investment in Unconsolidated Related Entity | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Related Entity | NOTE 6 – INVESTMENT IN UNCONSOLIDATED ENTITY At March 31, 2023 and December 31, 2022, our accumulated investment in CIC was $ 4,676,092 and $ 4,404,717 , respectively, which is classified as an investment in unconsolidated entity in our condensed consolidated balance sheets. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7 - INCOME TAXES During the three months ended March 31, 2023, we generated a federal net operating loss (“NOL”) carryforward of $ 4.7 million and generated $ 2.4 million of foreign NOL carryforwards. As of March 31, 2023, we had consolidated income tax NOL carryforwards for federal tax purposes of approximately $ 234.6 million and net operating loss carryforwards for foreign income tax purposes of approximately $ 86 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 2023 of approximately $ 55 million will be carried forward indefinitely. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 – 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 and the contingent success fees have not been accrued. 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 or collecting on amounts owed to us. Our 2023 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 became insufficient to meet our desired projected business plan requirements, we would be required to follow a contingency business plan based on curtailed expenses and fewer cash requirements. During March 2023, we entered Note and Warrant Purchase Agreement pursuant to which we issued and sold to an institutional investor a promissory note (the “Note”) in the principal amount of $ 13.1 million. On April 4, 2023, Odyssey entered into a $ 3.0 million sale/leaseback arrangement for certain of its marine equipment. A portion of the proceeds of the transaction was used to repay the note outstanding to the seller of the marine equipment that we issued in December 2022. On April 6, 2023, CIC repaid principal and interest in the aggregate amount of $ 1,068,000 in full satisfaction of the convertible promissory note and the Loan Agreement. The balance of the proceeds from the Note, after payment of certain obligations, the sale/leaseback arrangement and the CIC loan repayment, coupled with other anticipated cash inflows, are expected to provide operating funds through the remainder of 2023. Our consolidated non-restricted cash balance at March 31, 2023 was $ 674,428 . We have a working capital deficit at March 31, 2023 of ($ 32.6 ) million . The total consolidated book value of our assets was approximately $ 13.2 million at March 31, 2023, which includes cash of $ 674,428 . The fair market value of these assets may differ from their net carrying book value. The factors noted above raise substantial 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 March 31, 2023, the right of usage (“ROU”) asset and lease obligation for our corporate office operating lease were $ 175,253 and $ 185,355 , respectively. The remaining lease payment obligations, which includes an interest component of $ 25,405 , are as follows: Year ending Annual payment obligation 2023 117,876 2024 92,884 $ 210,760 At March 31, 2023, the ROU asset and lease obligation for our marine operations operating lease were $ 67,450 and $ 71,162 , respectively. The remaining lease payment obligations, which includes an interest component of $ 9,904 , are as follows: Year ending Annual payment obligation 2023 40,136 2024 40,930 $ 81,066 We recognized approximately $ 54,700 and $ 54,000 in rent expense associated with these leases for the three months ended March 31, 2023 and 2022 , respectively. |
Loans Payable
Loans Payable | 1 Months Ended |
Mar. 31, 2023 | |
Text Block [Abstract] | |
Loans Payable | – 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 March 31, December 31, March 31, March 31, MINOSA 1 $ — $ 14,750,001 $ 210,137 $ 290,959 MINOSA 2 — 5,050,000 89,932 124,520 Litigation financing 23,493,442 24,347,513 3,102,064 2,412,348 DP SPV I LLC note 9,798,236 — 315,980 - Emergency Injury Disaster Loan 150,000 149,900 1,387 1,461 Vendor note payable 484,009 484,009 14,321 14,322 Seller note payable 1,193,778 1,400,000 62,733 - AFCO Insurance note payable 376,187 562,280 7,747 2,903 Pignatelli note 500,000 — 3,562 - Galileo note — — 723 Bridge loan 115,000 — — - $ 36,110,652 $ 46,743,703 MINOSA 1 On March 11, 2015, in connection with a Stock Purchase Agreement ("SPA"), Minera del Norte, S.A. de C.V. ("MINOSA") agreed to lend us up to $ 14.75 million. The entire $ 14.75 million was loaned in five advances from March 11 through June 30, 2015. The outstanding indebtedness bore interest at 8.0 % percent per annum. As described in Note 9 Loans Payable - MINOSA 2 below, the Minosa Purchase Agreement amended the due date of this note to a due date that was at least 60 days subsequent to written notice of demand from MINOSA. See Note 9 Loans Payable - MINOSA 2 for further qualifications. During December 2017, MINOSA transferred this debt to its parent company, AHMSA. MINOSA 2 On August 10, 2017, we entered into a Note Purchase Agreement (the "Minosa Purchase Agreement") with MINOSA. Pursuant to the Minosa Purchase Agreement, MINOSA agreed to loan our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd., up to $ 3.0 million. During 2017, we borrowed $ 2.7 million against this facility, and Epsilon Acquisitions LLC ("Epsilon") assigned $ 2.0 million of its previously held debt to MINOSA. The indebtedness is evidenced by a secured convertible promissory note (the "Minosa Note") and bore interest at a rate equal to 10.0 % per annum. Unless otherwise converted as described below, the entire outstanding principal balance under this Minosa Note and all accrued interest and fees are due and payable upon written demand by MINOSA; provided, that MINOSA agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Minosa Note) or (b) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice from MINOSA that it intended to demand payment. We unconditionally and irrevocably guaranteed all of the obligations under the Minosa Purchase Agreement and the Minosa Note. MINOSA had the right to convert all amounts outstanding under the Minosa Note into shares of our common stock upon 75 days’ notice to us or upon a merger, consolidation, third party tender offer, or similar transaction relating to us at the conversion price of $ 4.35 per share. During December 2017, MINOSA transferred this indebtedness to its parent company. On July 15, 2021, MINOSA transferred $ 404,633 of this indebtedness with accumulated interest of $ 159,082 to a director of the Company under the same terms as the original agreement, and that indebtedness continues to be convertible at a conversion price of $ 4.35 per share. This transaction was reviewed and approved by the independent members of the Company’s board of directors. Pursuant to second amended and restated pledge agreements (the "Pledge Agreements") entered into by us in favor of MINOSA on August 10, 2017, we pledged and granted security interests to MINOSA in (a) the 54 million cuotas (a unit of ownership under Panamanian law) of Oceanica Resources S. de R.L. (“Oceanica”) held by us, (b) all notes and other receivables from Oceanica and its subsidiary owed to us, and (c) all of the outstanding equity in our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd. Settlement, Release and Termination Agreement of the MINOSA 1 and MINOSA 2 On March 3, 2023, Odyssey, Altos Hornos de México, S.A.B. de C.V. (“AHMSA”), MINOSA and Phosphate One LLC (f/k/a Penelope Mining LLC, “Phosphate One” and together with AHMSA and MINOSA, the “AHMSA Parties”) entered into a Settlement, Release and Termination Agreement (the “Termination Agreement”). Pursuant to the Termination Agreement: • Odyssey paid AHMSA $ 9.0 million (the “Termination Payment”) in cash on March 6, 2023; • the parties agreed that, concurrently with the payment of the Termination Payment, a portion of the MINOSA Notes were deemed automatically converted into 304,879 shares of Odyssey’s common stock; • the MINOSA Notes, the Purchase Agreement, and the Pledge Agreements were terminated; • each of the AHMSA Parties and Odyssey agreed to release the other parties and their respective affiliates, equity holders, beneficiaries, successors and assigns (the “Released Parties”) from any and all claims, demands, damages, actions, causes of action or liabilities of any kind or nature whatsoever under the SPA, the MINOSA Notes, the Minosa Purchase Agreement, or the Pledge Agreements (the “Released Matters”); and • each of the AHMSA Parties and Odyssey agreed not to make any claims against any of the Released Parties related to the Released Matters. The transactions contemplated by the Termination Agreement were completed on March 6, 2023 . On March 6, 2023, Odyssey entered into a Release and Termination Agreement with a director of the Company, James S. Pignatelli, to terminate and release a portion of the MINOSA 2 Note assigned to Mr. Pignatelli in 2021, the related Note Purchase Agreement (“NPA”) and the Pledge Agreement. As a result of these transactions, Odyssey has recorded a Gain on debt extinguishment of $ 21,478,614 in our Statement of Operations. Pignatelli On March 6, 2023, Odyssey issued a new Unsecured Convertible Promissory Note in the principal amount of $ 500,000 to Mr. Pignatelli that bears interest at the rate of 10.0 % per annum convertible into common stock of Odyssey at a conversion price of $ 3.78 per share. Pursuant to the Release and Termination Agreement with Mr. Pignatelli noted above, he agreed, in exchange for the issuance of this Unsecured Convertible Promissory Note by Odyssey, to release the assigned portion of the MINOSA 2 note issued by Odyssey Marine Exploration, Inc., to Mr. Pignatelli in the principal amount of $ 404,634 and convertible at a conversion price of $ 4.35 per share, pursuant to which the outstanding aggregate obligation with accrued interest was $ 630,231 . Litigation Financing Waiver and Consent On January 31, 2020, Odyssey and Exploraciones Oceánicas S. de R.L. de C.V., our Mexican subsidiary ("ExO" and, together with Odyssey, the "Claimholder"), and Poplar Falls LLC (the "Funder") entered into an Amended and Restated International Claims Enforcement Agreement (as amended, the "Agreement"), pursuant to which the Funder agreed to provide funding to the Claimholder to facilitate the prosecution and recovery of the claim by the Claimholder against the United Mexican States under Chapter Eleven of the North American Free Trade Agreement. On March 6, 2023, the Claimholder and the Funder under the Agreement entered into a Waiver and Consent Agreement, pursuant to which, among other things, (a) the Funder consented to allow the Claimholder to fund certain costs and expenses arising from the Subject Claim from the Claimholder’s own capital in an aggregate amount not to exceed $ 5,000,000 , and (b) Odyssey paid a $ 1,000,000 nonrefundable waiver fee to the Funder. The waiver fee was accounted for as a debt modification and recorded as an additional debt discount of $ 1,000,000 , which is being amortized through December 31, 2025, using the effective interest method, which is charged to interest expense. For the three months ended March 31, 2023 and 2022, we recorded $ 81,484 and $ 68,140 , respectively, of interest expense from the amortization of the debt discount, $ 36,724 and $ 36,724 of legal expense from the fee amortization, respectively and $ 25,194 and $ 0 of interest expense from the amortization of the waiver discount, respectively. The March 31, 2023 and December 31, 2022 carrying value of the debt was $ 23,493,442 and $ 24,347,513 , respectively, and was net of unamortized debt fees of $ 110,173 and $ 146,897 , respectively, net of unamortized debt discount of $ 272,512 and $ 353,996 , respectively, associated with the fair value of the warrant, and net of the unamortized waiver fee of $ 974,806 and $ 0 , respectively. The total face value of this obligation at March 31, 2023 and December 31, 2022 was $ 24,850,933 and $ 24,848,406 , respectively. Galileo On February 28, 2023, Odyssey issued a $ 300,000 11.0 % Promissory Note to Galileo NCC Inc ("Galileo"). The Promissory Note was payable on April 1, 2023 . On March 6, 2023, Odyssey repaid this note payable in full with proceeds from the issuance of the DP SPV Note (as defined below). DP SPV I LLC On March 6, 2023, Odyssey entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”) with an institutional investor pursuant to which Odyssey issued and sold to the investor (a) a promissory note (the “DP SPV Note”) in the principal amount of $ 13.1 million and (b) a warrant (the “Warrant” and, together with the DP SPV Note, the “Securities”) to purchase shares of Odyssey’s common stock. The principal amount outstanding under the DP SPV Note bears interest at the rate of 11.0 % per annum, and interest is payable in cash on a quarterly basis, except that, (a) at Odyssey’s option and upon notice to the holder of the DP SPV Note, any quarterly interest payment may be satisfied, in lieu of paying such cash interest, by adding an equivalent amount to the principal amount of the DP SPV Note (“PIK Interest”), and (b) the first quarterly interest payment due under the DP SPV Note will be satisfied with PIK Interest. The DP SPV Note provides Odyssey with the right, but not the obligation, upon notice to the holder of the DP SPV Note to redeem (x) at any time before the first anniversary of the issuance of the DP SPV Note, all or any portion of the indebtedness outstanding under the DP SPV Note (together with all accrued and unpaid interest, including PIK Interest) for an amount equal to one hundred twenty percent ( 120 %) of the outstanding principal amount so being redeemed, and (y) at any time on or after the first anniversary of the issuance of the DP SPV Note, all or any portion of the indebtedness outstanding under the DP SPV Note (together with all accrued and unpaid interest, including PIK Interest). Unless the DP SPV Note is sooner redeemed at Odyssey’s option, all indebtedness under the DP SPV Note is due and payable on September 6, 2024. Under the terms of the Purchase Agreement, Odyssey agreed to use the proceeds of the sale of the Securities to fund Odyssey’s obligations under the Termination Agreement (as defined above), to pay legal fees and costs related to Odyssey’s NAFTA arbitration against the United Mexican States, to pay fees and expenses related to the transactions contemplated by the Purchase Agreement, and for working capital and other general corporate expenditures. Odyssey’s obligations under Note are secured by a security interest in substantially all of Odyssey’s assets (subject to limited stated exclusions). Under the terms of the Warrant, the holder has the right for a period of three years after issuance to purchase up to 3,465,778 shares of Odyssey’s common stock at an exercise price of $ 3.78 per share, which represents 120.0 % of the official closing price of Odyssey’s common stock on the NASDAQ Capital Market immediately preceding the signing of the Purchase Agreement, upon delivery of a notice of exercise to Odyssey. Upon exercise of the Warrant, Odyssey has the option to either (a) deliver the shares of common stock issuable upon exercise or (b) pay to the holder an amount equal to the difference between (i) the aggregate exercise price payable under the notice of exercise and (ii) the product of (A) the number of shares of common stock indicated in the notice of exercise multiplied by (B) the arithmetic average of the daily volume-weighted average price of the common stock on the NASDAQ Capital Market for the five consecutive trading days ending on, and including, the trading day immediately prior to the date of the notice of exercise. The warrant provides for customary adjustments to the exercise price and the number of shares of common stock issuable upon exercise in the event of a stock split, recapitalization, reclassification, combination or exchange of shares, separation, reorganization, liquidation, or the like. In connection with the execution and delivery of the Purchase Agreement, Odyssey entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which Odyssey agreed to register the offer and sale of the shares (the “Exercise Shares”) of Odyssey common stock issuable upon exercise of the Warrant. Pursuant to the Registration Rights Agreement, Odyssey agreed to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement covering the resale of the Exercise Shares and to use its reasonable best efforts to have the registration statement declared effective by the SEC as soon as practicable thereafter, subject to stated deadlines. We incurred $ 98,504 in related fees which are being amortized over the term of the Purchase Agreement and charged to legal expense with-in marketing, general and administrative expense. The $ 13.1 million in proceeds were allocated between debt and equity for the warrants based on the relative fair value of the two instruments. As a result, there was a debt discount of $3,416,594, which is being amortized over the remaining term of the Purchase Agreement using the effective interest method, which is charged to interest expense. For the three months ended March 31, 2023, we recorded $ 208,685 of interest expense from the amortization of the debt discount and $ 4,648 interest from the fee amortization, respectively. The March 31, 2023 carrying value of the debt was $ 9,798,236 and was net of unamortized debt fees of $ 93,855 , net of unamortized debt discount of $ 3,207,909 associated with the fair value of the warrant. The total face value of this obligation at March 31, 2023 was $ 13,100,000 . Accrued interest Total accrued interest associated with our financings was $ 26,392,827 and $ 35,131,587 as of March 31, 2023 and December 31, 2022 , respectively. Accrued interest is included in accrued expenses on the accompanying condensed consolidated balance sheets. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 10 – ACCRUED EXPENSES Accrued expenses consist of the following: December 31, December 31, Compensation and incentives $ 439,206 $ 354,187 Professional services 393,628 470,546 Deposit 843,242 657,331 Interest 26,392,827 35,131,587 Accrued exploration license fees 4,741,094 3,867,553 Total accrued expenses $ 32,809,997 $ 40,481,204 Deposits primarily consists of an earnest money deposit of $ 450,000 from CIC. The earnest money deposit relates to a draft agreement related to potential sale of a stake of our equity in CIC. This transaction has not yet been agreed upon or consummated. |
Stockholders' Equity_(Deficit)
Stockholders' Equity/(Deficit) | 3 Months Ended |
Mar. 31, 2023 | |
Federal Home Loan Banks [Abstract] | |
Stockholders' Equity/(Deficit) | NOTE 11 – STOCKHOLDERS' EQUITY/(DEFICIT) Common Stock As noted above, on March 3, 2023, Odyssey, AHMSA, MINOSA and Phosphate One entered into the Termination Agreement whereby the parties agreed that, concurrently with the payment of the Termination Payment, a portion of the MINOSA Notes would be deemed automatically converted into 304,879 shares of Odyssey’s common stock at a share market price of $ 3.28 per share. Warrant In conjunction with the Purchase Agreement on March 6, 2023, as described above, we issued the Warrant to purchase up to 3,465,778 shares of our common stock. The Warrant has an exercise price of $ 3.78 per share and is exercisable at any time during the three years after issuance, ending on the close of business on March 6, 2026 . Stock-Based Compensation The share-based compensation charged against income, related to our options and restricted stock units, for the three months ended March 31, 2023 and 2022, was $ 122,339 and $ 312,646 , respectively. We did no t grant stock options to employees or outside directors in the three months ended March 31, 2023 and 2022 . |
Concentration of Credit Risk
Concentration of Credit Risk | 3 Months Ended |
Mar. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | NOTE 12 – CONCENTRATION OF CREDIT RISK We do no t currently have any debt obligations with variable interest rates. For the three months ended March 31, 2023 and 2022 , we had one customer, CIC, which is a related party (see Note 5 Related Party Transactions , that accounted for 100 % of our total revenue in both years. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE 13 – SUBSEQUENT EVENTS We have evaluated subsequent events for recognition or disclosure through the date this Form 10-Q is filed with the SEC . On April 4, 2023, Odyssey entered into a $ 3.0 million sale/leaseback arrangement for certain of its marine equipment. A portion of the proceeds of the transaction was used to repay the note outstanding to the seller of the marine equipment that we issued in December 2022. On April 6, 2023, CIC repaid principal and interest in the aggregate amount of $ 1,068,000 in full satisfaction of the convertible promissory note and the Loan Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 2022 condensed consolidated financial statements in order to conform to the classifications used in 2023 . 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 are 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. We evaluate our accounts and notes receivable to estimate an allowance for credit losses over the remaining life of the financial instrument. The remaining life of our financial assets is determined by considering contractual terms among other factors. We estimate an allowance for credit losses based on ongoing evaluations of the accounts and notes receivable, the related credit risk characteristics, and the overall economic and environmental conditions affecting the financial assets. Credit losses are charged-off against the allowance when we believe the uncollectibility of the financial asset is confirmed. Subsequent recoveries, if any, are credited to the allowance once received. A credit loss expense, or benefit, is recorded as Other expense in the Statement of Operations in an amount necessary to adjust the allowance for credit losses to our estimate as of the end of each reporting period. |
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 months ended March 31, 2023 and 2022 , 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 months ended March 31, 2023 and 2022 , 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 three months ended March 31, 2023 and 2022, the weighted average common shares outstanding year-to-date were 19,666,459 and 14,365,633 , 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 March 31, March 31, Average market price during the period $ 3.21 $ 5.91 In the money potential common shares from options excluded — 22,493 In the money potential common shares from warrants excluded — 2,752,951 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 Per share exercise price March 31, March 31, Out of the money options excluded: $ 3.42 3,091 — $ 3.43 17,105 — $ 3.59 7,521 — $ 3.60 604,243 — $ 12.48 136,833 136,833 $ 12.84 4,167 4,167 $ 26.40 75,158 75,158 Out-of-the-money warrants excluded: $ 3.35 4,939,515 — $ 3.78 3,465,778 — $ 3.99 551,378 — $ 4.67 131,816 — $ 4.75 1,873,622 — $ 5.76 196,135 — $ 7.16 700,000 700,000 Total excluded 12,706,362 916,158 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 March 31, March 31, Excluded unvested restricted stock awards — 276,709 The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share: Three Months Ended March 31, March 31, Net income (loss) $ 16,600,534 $ ( 8,230,229 ) Numerator, basic and diluted net loss available to stockholders $ 16,600,534 $ ( 8,230,229 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 19,666,459 14,365,633 Shares used in computation – diluted: Weighted average common shares outstanding 19,892,079 14,365,633 Net loss per share – basic $ 0.84 $ ( 0.57 ) Net loss per share – diluted $ 0.83 $ ( 0.57 ) |
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 11 Stockholders' Equity/(Deficit) ). |
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 March 31, 2023 and December 31, 2022 , 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) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, March 31, Net income (loss) $ 16,600,534 $ ( 8,230,229 ) Numerator, basic and diluted net loss available to stockholders $ 16,600,534 $ ( 8,230,229 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 19,666,459 14,365,633 Shares used in computation – diluted: Weighted average common shares outstanding 19,892,079 14,365,633 Net loss per share – basic $ 0.84 $ ( 0.57 ) Net loss per share – diluted $ 0.83 $ ( 0.57 ) |
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 March 31, March 31, Average market price during the period $ 3.21 $ 5.91 In the money potential common shares from options excluded — 22,493 In the money potential common shares from warrants excluded — 2,752,951 |
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 Per share exercise price March 31, March 31, Out of the money options excluded: $ 3.42 3,091 — $ 3.43 17,105 — $ 3.59 7,521 — $ 3.60 604,243 — $ 12.48 136,833 136,833 $ 12.84 4,167 4,167 $ 26.40 75,158 75,158 Out-of-the-money warrants excluded: $ 3.35 4,939,515 — $ 3.78 3,465,778 — $ 3.99 551,378 — $ 4.67 131,816 — $ 4.75 1,873,622 — $ 5.76 196,135 — $ 7.16 700,000 700,000 Total excluded 12,706,362 916,158 |
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 March 31, March 31, Excluded unvested restricted stock awards — 276,709 |
Accounts Receivable and Other_2
Accounts Receivable and Other Related Party , Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | Our accounts receivable consist of the following: March 31, 2023 December 31, 2022 Related party (see Note 5) $ — $ 7,515 Other 17 — Total accounts receivable and other $ 17 $ 7,515 |
Short-term Notes Receivable R_2
Short-term Notes Receivable Related Party, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Short-Term Notes Receivable | Our short-term notes receivable consisted of the following: March 31, 2023 December 31, 2022 Related party (see Note 5) $ 2,033,744 $ 1,576,717 Other — — Short-term notes receivable, net $ 2,033,744 $ 1,576,717 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Lessor, Operating Lease, Payments to be Received, Maturity [Table Text Block] | The remaining lease payment obligations, which includes an interest component of $ 25,405 , are as follows: Year ending Annual payment obligation 2023 117,876 2024 92,884 $ 210,760 |
FLORIDA | |
Lessor, Operating Lease, Payments to be Received, Maturity [Table Text Block] | The remaining lease payment obligations, which includes an interest component of $ 9,904 , are as follows: Year ending Annual payment obligation 2023 40,136 2024 40,930 $ 81,066 |
Loans Payable (Tables)
Loans Payable (Tables) | 1 Months Ended |
Mar. 31, 2023 | |
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 March 31, December 31, March 31, March 31, MINOSA 1 $ — $ 14,750,001 $ 210,137 $ 290,959 MINOSA 2 — 5,050,000 89,932 124,520 Litigation financing 23,493,442 24,347,513 3,102,064 2,412,348 DP SPV I LLC note 9,798,236 — 315,980 - Emergency Injury Disaster Loan 150,000 149,900 1,387 1,461 Vendor note payable 484,009 484,009 14,321 14,322 Seller note payable 1,193,778 1,400,000 62,733 - AFCO Insurance note payable 376,187 562,280 7,747 2,903 Pignatelli note 500,000 — 3,562 - Galileo note — — 723 Bridge loan 115,000 — — - $ 36,110,652 $ 46,743,703 MINOSA 1 On March 11, 2015, in connection with a Stock Purchase Agreement ("SPA"), Minera del Norte, S.A. de C.V. ("MINOSA") agreed to lend us up to $ 14.75 million. The entire $ 14.75 million was loaned in five advances from March 11 through June 30, 2015. The outstanding indebtedness bore interest at 8.0 % percent per annum. As described in Note 9 Loans Payable - MINOSA 2 below, the Minosa Purchase Agreement amended the due date of this note to a due date that was at least 60 days subsequent to written notice of demand from MINOSA. See Note 9 Loans Payable - MINOSA 2 for further qualifications. During December 2017, MINOSA transferred this debt to its parent company, AHMSA. MINOSA 2 On August 10, 2017, we entered into a Note Purchase Agreement (the "Minosa Purchase Agreement") with MINOSA. Pursuant to the Minosa Purchase Agreement, MINOSA agreed to loan our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd., up to $ 3.0 million. During 2017, we borrowed $ 2.7 million against this facility, and Epsilon Acquisitions LLC ("Epsilon") assigned $ 2.0 million of its previously held debt to MINOSA. The indebtedness is evidenced by a secured convertible promissory note (the "Minosa Note") and bore interest at a rate equal to 10.0 % per annum. Unless otherwise converted as described below, the entire outstanding principal balance under this Minosa Note and all accrued interest and fees are due and payable upon written demand by MINOSA; provided, that MINOSA agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Minosa Note) or (b) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice from MINOSA that it intended to demand payment. We unconditionally and irrevocably guaranteed all of the obligations under the Minosa Purchase Agreement and the Minosa Note. MINOSA had the right to convert all amounts outstanding under the Minosa Note into shares of our common stock upon 75 days’ notice to us or upon a merger, consolidation, third party tender offer, or similar transaction relating to us at the conversion price of $ 4.35 per share. During December 2017, MINOSA transferred this indebtedness to its parent company. On July 15, 2021, MINOSA transferred $ 404,633 of this indebtedness with accumulated interest of $ 159,082 to a director of the Company under the same terms as the original agreement, and that indebtedness continues to be convertible at a conversion price of $ 4.35 per share. This transaction was reviewed and approved by the independent members of the Company’s board of directors. Pursuant to second amended and restated pledge agreements (the "Pledge Agreements") entered into by us in favor of MINOSA on August 10, 2017, we pledged and granted security interests to MINOSA in (a) the 54 million cuotas (a unit of ownership under Panamanian law) of Oceanica Resources S. de R.L. (“Oceanica”) held by us, (b) all notes and other receivables from Oceanica and its subsidiary owed to us, and (c) all of the outstanding equity in our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd. Settlement, Release and Termination Agreement of the MINOSA 1 and MINOSA 2 On March 3, 2023, Odyssey, Altos Hornos de México, S.A.B. de C.V. (“AHMSA”), MINOSA and Phosphate One LLC (f/k/a Penelope Mining LLC, “Phosphate One” and together with AHMSA and MINOSA, the “AHMSA Parties”) entered into a Settlement, Release and Termination Agreement (the “Termination Agreement”). Pursuant to the Termination Agreement: • Odyssey paid AHMSA $ 9.0 million (the “Termination Payment”) in cash on March 6, 2023; • the parties agreed that, concurrently with the payment of the Termination Payment, a portion of the MINOSA Notes were deemed automatically converted into 304,879 shares of Odyssey’s common stock; • the MINOSA Notes, the Purchase Agreement, and the Pledge Agreements were terminated; • each of the AHMSA Parties and Odyssey agreed to release the other parties and their respective affiliates, equity holders, beneficiaries, successors and assigns (the “Released Parties”) from any and all claims, demands, damages, actions, causes of action or liabilities of any kind or nature whatsoever under the SPA, the MINOSA Notes, the Minosa Purchase Agreement, or the Pledge Agreements (the “Released Matters”); and • each of the AHMSA Parties and Odyssey agreed not to make any claims against any of the Released Parties related to the Released Matters. The transactions contemplated by the Termination Agreement were completed on March 6, 2023 . On March 6, 2023, Odyssey entered into a Release and Termination Agreement with a director of the Company, James S. Pignatelli, to terminate and release a portion of the MINOSA 2 Note assigned to Mr. Pignatelli in 2021, the related Note Purchase Agreement (“NPA”) and the Pledge Agreement. As a result of these transactions, Odyssey has recorded a Gain on debt extinguishment of $ 21,478,614 in our Statement of Operations. Pignatelli On March 6, 2023, Odyssey issued a new Unsecured Convertible Promissory Note in the principal amount of $ 500,000 to Mr. Pignatelli that bears interest at the rate of 10.0 % per annum convertible into common stock of Odyssey at a conversion price of $ 3.78 per share. Pursuant to the Release and Termination Agreement with Mr. Pignatelli noted above, he agreed, in exchange for the issuance of this Unsecured Convertible Promissory Note by Odyssey, to release the assigned portion of the MINOSA 2 note issued by Odyssey Marine Exploration, Inc., to Mr. Pignatelli in the principal amount of $ 404,634 and convertible at a conversion price of $ 4.35 per share, pursuant to which the outstanding aggregate obligation with accrued interest was $ 630,231 . |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Components of Accrued Expenses | Accrued expenses consist of the following: December 31, December 31, Compensation and incentives $ 439,206 $ 354,187 Professional services 393,628 470,546 Deposit 843,242 657,331 Interest 26,392,827 35,131,587 Accrued exploration license fees 4,741,094 3,867,553 Total accrued expenses $ 32,809,997 $ 40,481,204 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Short-term investment maturity period | 3 months | ||
Weighted average number of common shares outstanding | 19,666,459 | 14,365,633 | |
Exploration License Impairments | $ 0 | $ 0 | |
Fair Value, Recurring [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fair value, net asset (liability) | $ 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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Average market price during the period | $ 3.21 | $ 5.91 |
Potential common shares excluded from EPS | 12,706,362 | 916,158 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares excluded from EPS | 22,493 | |
Warrant Derivatives [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares excluded from EPS | 2,752,951 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Out of the money options and warrants excluded | 12,706,362 | 916,158 |
Stock Options With an Exercise Price of $3.42 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Out of the money options and warrants excluded | 3,091 | |
Stock Options With an Exercise Price of $3.43 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Out of the money options and warrants excluded | 17,105 | |
Stock Options With an Exercise Price of $3.59 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Out of the money options and warrants excluded | 7,521 | |
Stock Options With an Exercise Price of $3.60 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Out of the money options and warrants excluded | 604,243 | |
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 |
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 |
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 |
Warrants With an Exercise Price of $3.35 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Out of the money options and warrants excluded | 4,939,515 | |
Warrants With an Exercise Price of $3.78 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Out of the money options and warrants excluded | 3,465,778 | |
Warrants With an Exercise Price of $3.99 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Out of the money options and warrants excluded | 551,378 | |
Warrants With an Exercise Price of $4.67 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Out of the money options and warrants excluded | 131,816 | |
Warrants With an Exercise Price of $4.75 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Out of the money options and warrants excluded | 1,873,622 | |
Warrants With an 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 | |
Warrants 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 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock Options With an Exercise Price of $3.42 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options exercise price per share | $ 3.42 | $ 3.42 |
Stock Options With an Exercise Price of $3.43 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options exercise price per share | 3.43 | 3.43 |
Stock Options With an Exercise Price of $3.59 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options exercise price per share | 3.59 | 3.59 |
Stock Options With an Exercise Price of $3.60 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options exercise price per share | 3.60 | 3.60 |
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 |
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 |
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 |
Warrants With an Exercise Price of $3.35 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options exercise price per share | 3.35 | 3.35 |
Warrants With an Exercise Price of $3.78 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options exercise price per share | 3.78 | 3.78 |
Warrants With an Exercise Price of $3.99 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options exercise price per share | 3.99 | 3.99 |
Warrants With an Exercise Price of $4.67 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options exercise price per share | 4.67 | 4.67 |
Warrants With an Exercise Price of $4.75 per Share [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options exercise price per share | 4.75 | 4.75 |
Warrants With an 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 |
Warrants 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 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Excluded unvested restricted stock awards | 12,706,362 | 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 | 276,709 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Net income (loss) | $ 16,600,534 | $ (8,230,229) |
Numerator, basic and diluted net loss available to stockholders | $ 16,600,534 | $ (8,230,229) |
Shares used in computation – basic: | ||
Weighted average common shares outstanding | 19,666,459 | 14,365,633 |
Shares used in computation – diluted: | ||
Weighted average common shares outstanding | 19,892,079 | 14,365,633 |
Net loss per share - basic | $ 0.84 | $ (0.57) |
Net loss per share - diluted | $ 0.83 | $ (0.57) |
Accounts Receivable and Other_3
Accounts Receivable and Other Related Party , Net - Summary of Accounts Receivable (Detail) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable and other | $ 17 | $ 7,515 |
Related Party [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 0 | 7,515 |
Other [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 17 | $ 0 |
Short-term Notes Receivable R_3
Short-term Notes Receivable Related Party, Net - Schedule of Short-Term Notes Receivable (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Short-term notes receivable, net | $ 2,033,744 | $ 1,576,717 |
Related Party [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Short-term notes receivable, net | 2,033,744 | 1,576,717 |
Other [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Short-term notes receivable, net | $ 0 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | |||||
Apr. 06, 2023 | Dec. 13, 2022 | Jul. 15, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Accrued interest receivable | $ 288,991 | $ 0 | ||||
Deep Sea Mineral Company, CIC, LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Value of the equipment purchased | 243,242 | |||||
Reimbursement of the equipment purchased | 136,860 | |||||
Back Office Technical and Support Services [Member] | Deep Sea Mineral Company, CIC, LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 288,739 | $ 299,606 | ||||
Services Agreement [Member] | Deep Sea Mineral Company, CIC, LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Interest rate, stated percentage | 1.50% | |||||
Carrying value of note receivable | 572,028 | $ 503,059 | ||||
Debt instrument maturity date | Apr. 30, 2023 | |||||
Loan Agreement [Member] | Deep Sea Mineral Company, CIC, LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Convertible notes payable | $ 1,350,000 | |||||
Interest rate, stated percentage | 18% | |||||
Advance amount paid | $ 1,000,000 | |||||
Debt discount amount | 350,000 | 288,991 | ||||
Accrued interest receivable | 288,991 | |||||
Carrying value of note receivable | 1,350,000 | 1,061,009 | ||||
Accrued interest receivable | $ 111,716 | $ 12,649 | ||||
Loan Agreement [Member] | Subsequent Event [Member] | Deep Sea Mineral Company, CIC, LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Principal and interest | $ 1,068,000 | |||||
Note 6 - MINOSA 2 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Long-term Debt | $ 404,633 | |||||
Debt, interest expense | $ 159,082 | |||||
Note 6 - MINOSA 2 [Member] | Loans Payable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Conversion price | $ 4.35 | |||||
Maximum [Member] | Services Agreement [Member] | Deep Sea Mineral Company, CIC, LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | $ 600,000 | |||||
OMEX Deep Sea Mineral Company [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Equity Method Investment Ownership Interest | 11.50% |
Investment In Unconsolidated En
Investment In Unconsolidated Entity - Additional Information (Detail) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | ||
Investment carrying value | $ 4,676,092 | $ 4,404,717 |
Greg Stemm [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investment carrying value | $ 4,676,092 | $ 4,404,717 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Millions | Mar. 31, 2023 USD ($) |
Federal [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards subject to expiration | $ 234.6 |
Net operating loss carryforwards, indefinitely | 55 |
Net operating loss carryforwards | 4.7 |
Foreign [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards subject to expiration | 86 |
Net operating loss carryforwards | 2.4 |
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) | Mar. 31, 2023 USD ($) |
2023 | $ 117,876 |
2024 | 92,884 |
Total | 210,760 |
FLORIDA | |
2023 | 40,136 |
2024 | 40,930 |
Total | $ 81,066 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Apr. 06, 2023 | Mar. 31, 2016 | Mar. 31, 2023 | Mar. 31, 2022 | Apr. 04, 2023 | Mar. 06, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Other Commitments [Line Items] | ||||||||
Cash and cash equivalents | $ 674,428 | $ 1,443,421 | ||||||
Working capital deficit | 32,600,000 | |||||||
Total assets | 13,162,380 | $ 13,281,836 | $ 13,200,000 | |||||
Cash Lease Obligation | 210,760 | |||||||
Class of warrant or right, Number of securities called by warrants or rights | 3,465,778 | |||||||
Lease rent expense | 54,700 | $ 54,000 | ||||||
Subsequent Event [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Sale/leaseback arrangement amount | $ 3,000,000 | |||||||
Corporate Office Space [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Lease Obligation | 185,355 | |||||||
Right Of Use Asset | 175,253 | |||||||
Interest component in remaining lease payment obligations | 25,405 | |||||||
Marine Operations [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Lease Obligation | 71,162 | |||||||
Right Of Use Asset | 67,450 | |||||||
Interest component in remaining lease payment obligations | 9,904 | |||||||
Deep Sea Mineral Company, CIC, LLC [Member] | Loan Agreement [Member] | Subsequent Event [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Principal and interest | $ 1,068,000 | |||||||
MINOSA [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Cash Lease Obligation | 674,428 | |||||||
Promissory Note [Member] | Purchase Agreement [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Debt instrument face amount | $ 13,100,000 | $ 13,100,000 | ||||||
Maximum [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Consultants contingent success fees | $ 700,000 | |||||||
Maximum [Member] | Purchase Agreement [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Class of warrant or right, Number of securities called by warrants or rights | 3,465,778 |
Loans Payable - Schedule of Con
Loans Payable - Schedule of Consolidated Notes Payable (Detail) - USD ($) | 1 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Loans payable | $ 36,110,652 | $ 46,743,703 |
MINOSA 1 | ||
Debt Instrument [Line Items] | ||
Loans payable | 14,750,001 | |
Interest expense | 210,137 | 290,959 |
MINOSA 2 | ||
Debt Instrument [Line Items] | ||
Loans payable | 5,050,000 | |
Interest expense | 89,932 | 124,520 |
Litigation financing | ||
Debt Instrument [Line Items] | ||
Loans payable | 23,493,442 | 24,347,513 |
Interest expense | 3,102,064 | 2,412,348 |
DP SPV I LLC note | ||
Debt Instrument [Line Items] | ||
Loans payable | 9,798,236 | |
Interest expense | 315,980 | |
Emergency Injury Disaster Loan | ||
Debt Instrument [Line Items] | ||
Loans payable | 150,000 | 149,900 |
Interest expense | 1,387 | 1,461 |
Vendor note payable | ||
Debt Instrument [Line Items] | ||
Loans payable | 484,009 | 484,009 |
Interest expense | 14,321 | 14,322 |
Seller note payable | ||
Debt Instrument [Line Items] | ||
Loans payable | 1,193,778 | 1,400,000 |
Interest expense | 62,733 | |
AFCO Insurance note payable | ||
Debt Instrument [Line Items] | ||
Loans payable | 376,187 | 562,280 |
Interest expense | 7,747 | $ 2,903 |
Pignatelli note | ||
Debt Instrument [Line Items] | ||
Loans payable | 500,000 | |
Interest expense | 3,562 | |
Galileo note | ||
Debt Instrument [Line Items] | ||
Interest expense | 723 | |
Bridge loan | ||
Debt Instrument [Line Items] | ||
Loans payable | $ 115,000 |
Loans Payable - MINOSA 1 (Addit
Loans Payable - MINOSA 1 (Additional Information) (Details) $ in Thousands | 3 Months Ended | |
Mar. 11, 2015 USD ($) Loan | Mar. 31, 2023 | |
MINOSA 1 | Promissory Note [Member] | Share Purchase Agreement [Member] | ||
Debt instrument face amount | $ 14,750 | |
Convertible notes payable | $ 14,750 | |
Number of advances | Loan | 5 | |
Interest rate, stated percentage | 8% | |
MINOSA 2 | ||
Debt instrument, threshold payment term | 60 days |
Loans Payable - MINOSA 2 (Addit
Loans Payable - MINOSA 2 (Additional Information) (Details) | 3 Months Ended | ||
Jul. 15, 2021 USD ($) | Aug. 10, 2017 USD ($) Cuota Days $ / shares | Mar. 31, 2023 | |
MINOSA 2 | |||
Debt instrument, threshold payment term | 60 days | ||
Long-Term Debt | $ 404,633 | ||
Debt, interest expense | $ 159,082 | ||
MINOSA 2 | Promissory Note [Member] | Share Purchase Agreement [Member] | |||
Conversion price | $ / shares | $ 4.35 | ||
MINOSA 2 | Loans Payable [Member] | |||
Interest rate, stated percentage | 10% | ||
Debt instrument, threshold payment term | 60 days | ||
Number of trading days | Days | 75 | ||
Conversion price | $ / shares | $ 4.35 | ||
Epsilon Acquisitions, LLC [Member] | Notes Payable, Other Payables [Member] | |||
Debt conversion amount | $ 2,000,000 | ||
Pledged units of ownership | Cuota | 54,000,000 | ||
Minosa Purchase Agreement [Member] | Loans Payable [Member] | |||
Debt , maximum borrowing capacity | $ 3,000,000 | ||
Amount of loan outstanding | $ 2,700,000 |
Loans Payable - MINOSA 1 and MI
Loans Payable - MINOSA 1 and MINOSA 2 (Additional Information) (Details) - USD ($) | 3 Months Ended | ||
Mar. 03, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | |||
Gain on debt extinguishment | $ 21,478,614 | $ 0 | |
Termination Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Gain on debt extinguishment | $ 21,478,614 | ||
Termination Agreement [Member] | MINOSA [Member] | |||
Debt Instrument [Line Items] | |||
Common stock issued for conversion and settlement of convertible debt and accounts payable , Shares | 304,879 | 304,879 | |
Termination Agreement [Member] | AHMSA [Member] | |||
Debt Instrument [Line Items] | |||
Termination payment | $ 9,000,000 | ||
Termination agreement date | Mar. 06, 2023 |
Loans Payable - Pignatelli (Add
Loans Payable - Pignatelli (Additional Information) (Details) - Unsecured Convertible Promissory Note [Member] - Director [Member] | Mar. 06, 2023 USD ($) $ / shares |
Pignatelli | |
Debt instrument face amount | $ 500,000 |
Interest rate, stated percentage | 10% |
Conversion price | $ / shares | $ 3.78 |
MINOSA 2 | |
Debt instrument face amount | $ 404,634 |
Conversion price | $ / shares | $ 4.35 |
Extinguishment of debt accrued interest | $ 630,231 |
Loans Payable - Litigation Fina
Loans Payable - Litigation Financing - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 06, 2023 | Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Loans payable | $ 36,110,652 | $ 36,110,652 | $ 46,743,703 | ||
Amount receivable related to a loss contingency | 34,204,032 | 34,204,032 | 25,011,049 | ||
Unamortized waiver fee | 974,806 | 0 | |||
Waiver Agreement [Member] | |||||
Nonrefundable waiver fee | $ 1,000,000 | ||||
Litigation Financing [Member] | |||||
Debt discount amount | 272,512 | 272,512 | 353,996 | ||
Loans payable | 23,493,442 | 23,493,442 | 24,347,513 | ||
Litigation Financing [Member] | Waiver Agreement [Member] | |||||
Debt discount amount | 1,000,000 | ||||
Claims Payment Maximum Amount | $ 5,000,000 | ||||
Litigation Financing [Member] | Loans Payable [Member] | |||||
Debt discount amount | 110,173 | 110,173 | 146,897 | ||
Loans payable | 23,493,442 | 23,493,442 | 24,347,513 | ||
Amount receivable related to a loss contingency | 24,850,933 | 24,850,933 | $ 24,848,406 | ||
Poplar Falls LLC [Member] | Pending Litigation [Member] | |||||
Amortization of debt discount | 81,484 | $ 68,140 | |||
Legal expense from fee amortization | $ 36,724 | 36,724 | |||
Poplar Falls LLC [Member] | Pending Litigation [Member] | Waiver Agreement [Member] | |||||
Interest expense from amortization of discount | $ 25,194 | $ 0 |
Loans Payable - Galileo (Additi
Loans Payable - Galileo (Additional Information) (Details) - Galileo note - Promissory Note [Member] - USD ($) | Feb. 08, 2023 | Feb. 28, 2023 |
Debt instrument face amount | $ 300,000 | |
Promissory note interest rate | 11% | |
Debt Instrument, Payable Date | Apr. 01, 2023 |
Loans Payable - DP SPV I LLC (A
Loans Payable - DP SPV I LLC (Additional Information) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Mar. 06, 2023 | Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Class of warrant or right, Number of securities called by warrants or rights | 3,465,778 | ||||
Exercise price | $ 3.78 | ||||
Offering cost paid | $ 98,504 | $ 0 | |||
Loans payable | $ 34,204,032 | 34,204,032 | $ 25,011,049 | ||
Loans payable | 36,110,652 | 36,110,652 | 46,743,703 | ||
Purchase Agreement [Member] | |||||
Exercise price | $ 3.78 | ||||
Closing Price | 120 | ||||
Purchase Agreement [Member] | Maximum [Member] | |||||
Class of warrant or right, Number of securities called by warrants or rights | 3,465,778 | ||||
DP SPV Note [Member] | Purchase Agreement [Member] | |||||
Debt instrument face amount | $ 13,100,000 | 13,100,000 | 13,100,000 | ||
Interest rate, stated percentage | 11% | ||||
Outstanding Principal Percentage | 120% | ||||
DP SPV I LLC note | |||||
Offering cost paid | $ 98,504 | ||||
Proceeds from warrants | $ 13,100,000 | ||||
Debt discount amount | 3,207,909 | 3,207,909 | |||
Loans payable | 9,798,236 | 9,798,236 | |||
DP SPV I LLC note | Loans Payable [Member] | |||||
Debt discount amount | 93,855 | 93,855 | |||
Loans payable | 13,100,000 | 13,100,000 | |||
Loans payable | 9,798,236 | 9,798,236 | |||
DP SPV I LLC note | Pending Litigation [Member] | |||||
Amortization of debt discount | 208,685 | ||||
Interest from the fee amortization | 4,648 | ||||
Litigation Financing [Member] | |||||
Debt discount amount | 272,512 | 272,512 | 353,996 | ||
Loans payable | 23,493,442 | 23,493,442 | 24,347,513 | ||
Litigation Financing [Member] | Loans Payable [Member] | |||||
Debt discount amount | 110,173 | 110,173 | 146,897 | ||
Loans payable | 24,850,933 | 24,850,933 | 24,848,406 | ||
Loans payable | $ 23,493,442 | $ 23,493,442 | $ 24,347,513 |
Loans Payable - 37 North - Addi
Loans Payable - 37 North - Additional Information (Detail) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Note One To Note Thirteen [Member] | ||
Accrued interest on debt | $ 26,392,827 | $ 35,131,587 |
Accrued Expenses - Components o
Accrued Expenses - Components of Accrued Expenses (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Compensation and incentives | $ 439,206 | $ 354,187 |
Professional services | 393,628 | 470,546 |
Deposit | 843,242 | 657,331 |
Interest | 26,392,827 | 35,131,587 |
Accrued exploration license fees | 4,741,094 | 3,867,553 |
Total accrued expenses | $ 32,809,997 | $ 40,481,204 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Line Items] | ||
Earnest Money Deposit | $ 843,242 | $ 657,331 |
CIC [Member] | ||
Payables and Accruals [Line Items] | ||
Earnest Money Deposit | $ 450,000 |
Stockholders' Equity_(Deficit)
Stockholders' Equity/(Deficit) - Additional Information (Detail) - USD ($) | 3 Months Ended | |||
Mar. 06, 2023 | Mar. 03, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Class of warrant or right, Number of securities called by warrants or rights | 3,465,778 | |||
Warrants, expiration date | Mar. 06, 2026 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.78 | |||
Share-based compensation expense | $ 122,339 | $ 312,646 | ||
MINOSA [Member] | Termination Agreement [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock issued for conversion and settlement of convertible debt and accounts payable | 304,879 | 304,879 | ||
Common stock share market | $ 3.28 | |||
Employees or Outside Directors | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of stock options granted | 0 | 0 |
Concentration of Credit Risk -
Concentration of Credit Risk - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2023 USD ($) Customer | Mar. 31, 2022 Customer | |
Revenue, Major Customer [Line Items] | ||
Amount of loan outstanding with variable interest rate | $ | $ 0 | |
Customer Concentration Risk [Member] | ||
Revenue, Major Customer [Line Items] | ||
Number of customers | Customer | 1 | 1 |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | 1 Customer [Member] | ||
Revenue, Major Customer [Line Items] | ||
Customers accounted from total revenue | 100% | 100% |
Subsequent Event (Additional In
Subsequent Event (Additional Information) (Details) - Subsequent Event [Member] - USD ($) | Apr. 06, 2023 | Apr. 04, 2023 |
Subsequent Event [Line Items] | ||
Sale/leaseback arrangement amount | $ 3,000,000 | |
Loan Agreement [Member] | Deep Sea Mineral Company, CIC, LLC [Member] | ||
Subsequent Event [Line Items] | ||
Principal and interest | $ 1,068,000 |