UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On April 17, 2024, Odyssey received a notice from Nasdaq Regulation that Odyssey is not in compliance with Nasdaq Rule 5250(c)(1) because it had not yet filed its Form 10-K for the period ended December 31, 2023 (the “Form 10-K”) with the SEC. Odyssey plans to regain compliance with Nasdaq Rule 5250(c)(1) by filing the Form 10-K with the SEC, which it expects to do as soon as practicable.
| Item 8.01. | Other Events. |
On April 19, 2024, Odyssey issued a press release announcing the matters described in Item 3.01 above and other information. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
The information in Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired. |
Not applicable.
| (b) | Pro Forma Financial Information. |
Not applicable.
| (c) | Shell Company Transactions. |
Not applicable.
| (d) | Exhibits. |
| 99.1 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ODYSSEY MARINE EXPLORATION, INC. | ||||||
| Dated: April 19, 2024 | By: | /s/ Mark D. Gordon | ||||
| Mark D. Gordon | ||||||
| Chairman and Chief Executive Officer | ||||||