| 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. |
Odyssey Marine Exploration, Inc. (“Odyssey”) applied to Fifth Third Bancorp (“Fifth Third”) under the Small Business Administration (the “SBA”) Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”) for a loan of $370,400 (the “Loan”), and the Loan was made on April 16, 2020. Odyssey intends to use the proceeds of the Loan for covered payroll costs, rent and utilities in accordance with the relevant terms and conditions of the CARES Act.
The Loan, which is evidenced by promissory note issued by Odyssey (the “Promissory Note”), has atwo-year term, matures on April 16, 2022, and bears interest at a rate of 0.98% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), will commence seven months from the month this Note is dated. Odyssey did not provide any collateral or guarantees for the Loan, nor did Odyssey pay any facility charge to obtain the Loan. The Promissory Note provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. Odyssey may prepay the principal of the Loan at any time without incurring any prepayment charges.
The Loan may be forgiven partially or fully if the Loan proceeds are used for covered payroll costs, rent and utilities, provided that such amounts are incurred during the eight-week period that commenced on April 16, 2020, and at least 75% of any forgiven amount has been used for covered payroll costs. Any forgiveness of the Loan will be subject to approval by the SBA and Fifth Third and will require Odyssey to apply for such treatment in the future.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On April 16, 2020, Odyssey was notified by the Listing Qualifications Staff of The NASDAQ Stock Market LLC (“NASDAQ”) that Odyssey did not satisfy the minimum $35.0 million market value of listed securities requirement for the past 30 consecutive business days, as required under NASDAQ Listing Rule 5550(b)(2) for the Nasdaq Capital Market. In accordance with the NASDAQ Listing Rules, Odyssey has been provided a 180 calendar day period, ending October 13, 2020, to regain compliance with the market capitalization requirement. In order to achieve compliance, Odyssey must evidence a market value of listed securities of at least $35 million for a minimum of ten consecutive business days.
The notice has no present impact on the listing of Odyssey’s securities on NASDAQ.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 21, 2020, the board of directors (the “Board”) Odyssey amended the first paragraph of Article I, Section 6 (Time) of Odyssey’s second amended and restated bylaws. Because of the restrictions on large gatherings and the social distancing requirements resulting from theCOVID-19 pandemic, the Board amended the bylaws to provide that the 2020 annual meeting of stockholders must be held within 16 months of the 2019 annual meeting, an extension of three months from the requirement that would otherwise apply.
