Odyssey Marine Exploration, Inc. announced that it has entered into Note and Warrant Purchase Agreement with institutional investors to issue 11% Senior Secured Non Convertible promissory Notes for the gross proceeds of $6,000,000 on December 1, 2023. The note bears 11% and matures on June 1, 2025.

On the same date, the company announced that it has issued $3,750,000 11% Senior Secured Non Convertible promissory Notes due June 1, 2025 in the first tranche. The company also issued warrants in connection with the first tranche. Under the terms of the first tranche of Warrants, the holders have the right for a period of three years after issuance to purchase an aggregate of up to 1,411,765 shares of company's common stock at an exercise price of $4.25 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 company.

Under the terms of the second tranche of Warrants, the holders have the right for a period of three years after issuance to purchase an aggregate of up to 211,565 shares of Odyssey?s common stock at an exercise price of $7.09 per share, which represents 200.0% 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 Warrants, Odyssey has the option to either (a) deliver the shares of common stock issuable upon exercise or pay to the holder an amount equal to the difference between the aggregate exercise price payable under the notice of exercise and the product of the number of shares of common stock indicated in the notice of exercise multiplied by 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 Warrants provide the holders with a cashless exercise option if Odyssey has announced payment of a dividend or distribution on account of its common stock. The Warrants also include 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. The holder was offered the Warrants and Warrant Shares it was, and as of each Closing Date, such Holder is an ?accredited investor? as that term is defined in Rule 501(a) of Regulation D (? Regulation D ?) as promulgated by the SEC under the 1933 Act or a ?Qualified Institutional Buyer? within the meaning of Rule 144A under the 1933 Act. The balance of the Notes and Warrants may be sold and issued on or prior to June 30, 2024.