| Item 1.01. | Entry Into a Material Definitive Agreement. |
The disclosure set forth below under Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant) is hereby incorporated by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant. |
As previously disclosed, on July 12, 2018, Odyssey Marine Exploration, Inc. (“Odyssey”) entered into a Note and Warrant Purchase Agreement (as amended on October 4, 2018, the “Purchase Agreement”) with two individuals (the “Lenders”), one of whom holds in excess of 5.0% of Odyssey’s outstanding common stock. Pursuant to the Purchase Agreement, the Lenders loaned an aggregate of $1,050,000 to Odyssey. The indebtedness was evidenced by secured convertible promissory notes (the “Notes”) and bears interest at a rate equal to 8.0% per annum. Unless otherwise converted as described in the Notes, the entire outstanding principal balance under the Notes and all accrued interest and fees were to be due and payable on July 12, 2019. In connection with the issuance and sale of the Notes, Odyssey issued warrants to purchase common stock (the “Warrants”) to the Lenders. The Warrants were exercisable to purchase an aggregate of 65,625 shares of Odyssey’s common stock at an exercise price of $12.00 per share. The Warrants were exercisable during the period commencing on any conversion of the Notes into shares of Odyssey common stock and ending on July 12, 2021.
On July 8, 2019, Odyssey and the Lenders entered into a Second Amendment to Note and Warrant Purchase Agreement and Note and Warrant Modification Agreement (the “Second Amendment”) pursuant to which certain terms and provisions of the Notes and Warrants were amended or otherwise modified. The material terms and provisions that were amended or otherwise modified are as follows:
| | • | | the maturity date of the Notes was extended by one year, to July 12, 2020; |
| | • | | the conversion rate of the Notes and the exercise price of the Warrants were modified to $5.756, which represented the “market price” of Odyssey’s common stock as of July 7, 2019, the day before the Second Amendment was signed; |
| | • | | the Notes are unsecured; |
| | • | | the Notes are convertible only into shares of Odyssey common stock; and |
| | • | | the Warrants are exercisable at any time until July 12, 2024. |
As of July 8, 2019, the aggregate amount of indebtedness outstanding under the Notes was $1,129,000. As amended, the Notes are convertible into an aggregate of 196,135 shares of Odyssey’s common stock, and the Warrants are exercisable to purchase an aggregate of 196,135 shares of Odyssey’s common stock for $5.756. Except as disclosed above, the material terms and provisions of the Notes and Warrants remained unchanged.
