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v3.23.2

Loans Payable (Tables) | 6 Months Ended
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Jun. 30, 2023
Schedule of Consolidated Notes Payable | The Company’s consolidated notes payable consisted of the following carrying values and related interest expense at:
|  | Note payable |  |  | Interest expense |
|  |  |  |  |  |  |  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, 2023 |  |  | December 31, 2022 |  |  | June 30, 2023 |  |  | June 30, 2022 |  |  | June 30, 2023 |  |  | June 30, 2022 |
MINOSA 1 |  | $ | — |  |  | $ | 14,750,001 |  |  | $ | — |  |  | $ | 294,191 |  |  | $ | 210,137 |  |  | $ | 585,150 |
MINOSA 2 |  |  | — |  |  |  | 5,050,000 |  |  |  | — |  |  |  | 125,904 |  |  |  | 89,932 |  |  |  | 250,424 |
Litigation financing |  |  | 23,706,579 |  |  |  | 24,347,513 |  |  |  | 3,253,645 |  |  |  | 2,977,352 |  |  |  | 6,355,709 |  |  |  | 5,458,020 |
DP SPV I LLC note |  |  | 10,789,776 |  |  |  | — |  |  |  | 924,676 |  |  |  | — |  |  |  | 1,240,656 |  |  |  | — |
Emergency Injury Disaster Loan |  |  | 150,000 |  |  |  | 149,900 |  |  |  | 1,402 |  |  |  | 1,461 |  |  |  | 2,789 |  |  |  | 2,922 |
Vendor note payable |  |  | 484,009 |  |  |  | 484,009 |  |  |  | 14,480 |  |  |  | 14,481 |  |  |  | 28,802 |  |  |  | 28,803 |
Seller note payable |  |  | — |  |  |  | 1,400,000 |  |  |  | 1,962 |  |  |  | — |  |  |  | 64,696 |  |  |  | — |
AFCO Insurance note payable |  |  | 188,037 |  |  |  | 562,280 |  |  |  | 2,849 |  |  |  | — |  |  |  | 10,595 |  |  |  | — |
Monaco |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 37,000 |  |  |  | — |  |  |  | 148,000 |
Pignatelli note |  |  | 500,000 |  |  |  | — |  |  |  | 12,466 |  |  |  | — |  |  |  | 16,027 |  |  |  | — |
Galileo note |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 723 |  |  |  | — |
37North |  |  | 1,004,918 |  |  |  | — |  |  |  | 4,918 |  |  |  | 100,000 |  |  |  | 4,918 |  |  |  | 300,000 |
Finance liability |  |  | 4,101,826 |  |  |  | — |  |  |  | 116,826 |  |  |  | — |  |  |  | 116,826 |  |  |  | — |
|  | $ | 40,925,145 |  |  | $ | 46,743,703 |  |  |  |  |  |  |  |  |  |  |  |  |
MINOSA 1 On March 11, 2015, in connection with a Stock Purchase Agreement ("SPA"), Minera del Norte, S.A. de C.V. ("MINOSA") agreed to lend us up to $14.75 million. The entire $14.75 million was loaned in five advances from March 11 through June 30, 2015. The outstanding indebtedness bore interest at 8.0% percent per annum. During December 2017, MINOSA transferred this debt to its parent company, AHMSA. MINOSA 2 On August 10, 2017, we entered into a Note Purchase Agreement (the "Minosa Purchase Agreement") with MINOSA. Pursuant to the Minosa Purchase Agreement, MINOSA agreed to loan our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd., up to $3.0 million. During 2017, we borrowed $2.7 million against this facility, and Epsilon Acquisitions LLC ("Epsilon") assigned $2.0 million of its previously held debt to MINOSA. The indebtedness is evidenced by a secured convertible promissory note (the "Minosa Note") and bore interest at a rate equal to 10.0% per annum. Unless otherwise converted as described below, the entire outstanding principal balance under this Minosa Note and all accrued interest and fees are due and payable upon written demand by MINOSA; provided, that MINOSA agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Minosa Note) or (b) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice from MINOSA that it intended to demand payment. We unconditionally and irrevocably guaranteed all of the obligations under the Minosa Purchase Agreement and the Minosa Note. MINOSA had the right to convert all amounts outstanding under the Minosa Note into shares of our common stock upon 75 days’ notice to us or upon a merger, consolidation, third party tender offer, or similar transaction relating to us at the conversion price of $4.35 per share. During December 2017, MINOSA transferred this indebtedness to its parent company. On July 15, 2021, MINOSA transferred $404,633 of this indebtedness with accumulated interest of $159,082 to a director of the Company under the same terms as the original agreement, and that indebtedness continues to be convertible at a conversion price of $4.35 per share. Pursuant to second amended and restated pledge agreements (the "Pledge Agreements") entered into by us in favor of MINOSA on August 10, 2017, we pledged and granted security interests to MINOSA in (a) the 54 million cuotas (a unit of ownership under Panamanian law) of Oceanica Resources S. de R.L. (“Oceanica”) held by us, (b) all notes and other receivables from Oceanica and its subsidiary owed to us, and (c) all of the outstanding equity in our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd. Settlement, Release and Termination Agreement of the MINOSA 1 and MINOSA 2 On March 3, 2023, Odyssey, Altos Hornos de México, S.A.B. de C.V. (“AHMSA”), MINOSA and Phosphate One LLC (f/k/a Penelope Mining LLC, “Phosphate One” and together with AHMSA and MINOSA, the “AHMSA Parties”) entered into a Settlement, Release and Termination Agreement (the “Termination Agreement”). Pursuant to the Termination Agreement: • Odyssey paid AHMSA $9.0 million (the “Termination Payment”) in cash on March 6, 2023; • the parties agreed that, concurrently with the payment of the Termination Payment, a portion of the MINOSA Notes were deemed automatically converted into 304,879 shares of Odyssey’s common stock; • the MINOSA Notes, the Purchase Agreement, and the Pledge Agreements were terminated; • each of the AHMSA Parties and Odyssey agreed to release the other parties and their respective affiliates, equity holders, beneficiaries, successors and assigns (the “Released Parties”) from any and all claims, demands, damages, actions, causes of action or liabilities of any kind or nature whatsoever under the SPA, the MINOSA Notes, the Minosa Purchase Agreement, or the Pledge Agreements (the “Released Matters”); and • each of the AHMSA Parties and Odyssey agreed not to make any claims against any of the Released Parties related to the Released Matters. The transactions contemplated by the Termination Agreement were completed on March 6, 2023. On March 6, 2023, Odyssey entered into a Release and Termination Agreement with a director of the Company, James S. Pignatelli, to terminate and release a portion of the MINOSA 2 Note assigned to Mr. Pignatelli in 2021, the related Note Purchase Agreement (“NPA”) and the Pledge Agreement. As a result of these transactions, Odyssey has recorded a Gain on debt extinguishment of $21,478,614 in our Statement of Operations. Pignatelli On March 6, 2023, Odyssey issued a new Unsecured Convertible Promissory Note in the principal amount of $500,000 to Mr. Pignatelli that bears interest at the rate of 10.0% per annum convertible into common stock of Odyssey at a conversion price of $3.78 per share. Pursuant to the Release and Termination Agreement with Mr. Pignatelli noted above, he agreed, in exchange for the issuance of this Unsecured Convertible Promissory Note by Odyssey, to release the assigned portion of the MINOSA 2 note issued by Odyssey Marine Exploration, Inc., to Mr. Pignatelli in the principal amount of $404,634 and convertible at a conversion price of $4.35 per share, pursuant to which the outstanding aggregate obligation with accrued interest was $630,231.

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