ODYSSEY MARINE EXPLORATION INC 8-K

What Happened
Odyssey Marine Exploration, Inc. (OMEX) announced on April 8, 2026 that it entered into an Agreement and Plan of Merger to merge its wholly owned Merger Sub into American Ocean Minerals Corporation (AOM), with AOM surviving as a direct, wholly owned subsidiary of Odyssey. The Merger is expected to close in late Q2 to early Q3 2026, subject to Odyssey stockholder approval and other conditions; at closing Odyssey will change its corporate name to “American Ocean Minerals Corporation.” Under the deal each outstanding AOM share will convert into 4.5017 shares of Odyssey common stock (with Odyssey preferred shares issued where needed to respect a 4.99% beneficial ownership cap), and AOM warrants will be assumed and converted into Odyssey warrants.

Key Details

• Exchange ratio: 1 AOM common share → 4.5017 Odyssey common shares at the Effective Time.
• Financing commitments: AOM PIPE Investors committed $156.0 million; AOM Bridge Investors provided ~ $75.6 million in convertible debentures that will convert to AOM shares pre-closing. AOM must have ≥ $100.0 million cash after the PIPE to close.
• Odyssey issued a secured promissory note to AOM up to $5.0 million (Initial note: $1.5M paid within 5 business days; remainder over four months); note interest 8% (11% on default).
• Corporate actions required of Odyssey: stockholder vote to adopt the Merger Agreement, approve issuance of new Odyssey securities, approve a possible reverse stock split, and increase authorized common shares from 75M to 750M.
• Executive retention payments: CEO/Chair Mark D. Gordon — $400,000 at closing and $400,000 six months later; CEO/Chair John D. Longley — $265,000 at closing and $265,000 six months later.
• Termination and timing: Closing conditions include SEC registration statement effectiveness and financing; Outside Date is October 7, 2026 (with possible extensions). Odyssey may pay AOM a $2.2M termination fee in certain circumstances.
• ORM disposition: Odyssey will move its interests in Oceanica Resources Mexico (ORM) into a trust (ORM Trust) to preserve value until Mexican project approvals; completing this ORM disposition is a condition to AOM’s closing obligation.

Why It Matters
This is a transformational deal that re-shapes Odyssey’s capital structure and ownership. The large PIPE and bridge financings ($156M + ~$75.6M) are material conditions to closing and are intended to provide significant cash on AOM’s balance sheet at closing (minimum $100M). Odyssey shareholders will be asked to approve multiple corporate actions (share issuance, name change, potential reverse split, and a large increase in authorized shares), and the pro forma ownership split shows pre-merger Odyssey holders retaining only ~6.7% of the combined company (with AOM-related investors holding the majority). Investors should watch the S-4/proxy filing, the required stockholder vote, the effectiveness of the SEC registration statement, and the scheduled investor call on April 13, 2026 for more details.