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Related Party Transactions
 12 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 8 RELATED PARTY TRANSACTIONS
CIC Limited
Odyssey’s lead director, Mark B. Justh, made an investment into CIC’s parent company and indirectly owns approximately 11.5% of CIC. We believe Mr. Justh’s indirect ownership in CIC does not impair his independence under applicable rules and Odyssey’s board of directors has formed a special committee to address any matters relating to CIC. We are providing services to CIC in accordance with the terms of a Services Agreement pursuant to which Odyssey provides certain back-office services to CIC in exchange for a recurring monthly fee, as well as other
deep-sea
mineral related services on a cost-plus profit basis and is compensated for these services with a combination of cash and equity in CIC. During the years ended December 31, 2023 and 2022, we invoiced CIC a total of $613,000 and $1,150,767, respectively, recorded in marine services in our consolidated statements of operations, which was for technical services. During the years ended December 31, 2023 and 2022, we invoiced CIC a total of $9,327 and $183,935, respectively, recorded in Operating and other revenues in our consolidated statements of operations, which was for support services. We have the option to accept equity in payment of the amounts due from CIC in lieu of cash. See Note 6 Investment in Unconsolidated Entities.
On December 13, 2022, we entered into a Loan Agreement with CIC. Pursuant to the Loan Agreement, CIC issued to Odyssey a convertible promissory note in the amount of $1,350,000 that bore interest at a rate of 18% per annum. On the closing date, Odyssey advanced CIC $1,000,000 (the “Advanced Amount”) and recorded an original issue discount (“OID”) of $350,000, which we accrued as interest income in our consolidated statements of operations. Pursuant to the Note, CIC could repay the debt for the Advanced Amount and interest accrued thereon. Mr. Justh provided a limited guaranty to Odyssey in conjunction with the Loan Agreement. The December 31, 2022, carrying value of the loan was $1,061,009 and accrued interest was $12,649, which is included in the Short-term notes receivable related party balance on the Consolidated Balance Sheet. In April 2023, CIC repaid in full the Advanced Amount and accrued interest thereon ($1,068,000) in full satisfaction of indebtedness in accordance with the terms of the Loan Agreement. Upon settlement, we recognized a loss in the amount of $282,000. On December 13, 2022, CIC issued a Services Agreement Note to us. Pursuant to the Services Agreement Note, as amended on June 30, 2023, and August 8, 2023, Odyssey agreed to consolidate the outstanding accounts receivables balance for past and future services performed under the Services Agreement in an amount not to exceed $625,000. The Services Agreement Note bore interest at a rate of 1.5% per month and matured on August 15, 2023. The December 31, 2022, carrying value of the Services Agreement Note was $503,059. On August 15, 2023, CIC repaid principal and interest in the aggregate amount of $686,976 in full satisfaction of the Services Agreement Note.
The terms of the Loan Agreement and Services Agreement Note were not necessarily indicative of the terms that would have been provided had a comparable transaction been entered into with independent parties.
See Note 5 Accounts and Other Related Party Receivables for related accounts receivable and Note 6 Short-term Notes Receivable Related Party for related short-term notes receivable at December 31, 2023 and 2022 and Note 7 Investment in Unconsolidated Entities for our investment in an unconsolidated entity.
Pignatelli
On July 15, 2021, MINOSA assigned $404,633 of its indebtedness with accumulated accrued interest of $159,082 to James Pignatelli, then a director of the Company, under the same terms as the original agreement, and that indebtedness continued to be convertible at a conversion price of $4.35. This transaction was reviewed and approved by the independent members of the Company’s board of directors. On March 6, 2023, this note was terminated and Odyssey issued a new note, see Note 11 Loans Payable – MINOSA 2 for detail. Mr. Pignatelli’s term as a director of the Company expired in June 2023.
 
Ocean Minerals, LLC
We also provide services to Ocean Minerals, LLC (“OML”), a
deep-sea
mineral exploration company, in which we hold approximately 6.28% of the equity interests (see Note 7 Investment in Unconsolidated Entities). We are providing these services to OML pursuant to the Contribution Agreement that provides for
deep-sea
mineral related services on a cost-plus profit basis and will be compensated for these services with equity in OML. See Note 7 Investment in Unconsolidated Entities for amounts we invoiced OML during the year ended December 31, 2023.
Salvage Agreement
We hold a 40% interest in proceeds under a salvage agreement from our legacy shipwreck business. A company controlled by Mr. Justh obtained the right to the remaining 60% of those proceeds from an unrelated third party in exchange for the obligation to finance legal expenses relating to the recovery of the proceeds, pursuant to a funding arrangement to which we are also a party. Odyssey and Mr. Justh’s controlled entity will be responsible for any remaining legal costs on a pro rata basis.
Oceanica and ExO
Odyssey and its subsidiary, Oceanica Marine Operations S.R.L. (“OMO”), hold three notes (the
“Oceanica-ExO
Notes”) issued and/or guaranteed by our majority-owned subsidiaries, ExO and Oceanica, in the aggregate principal amount of approximately $23 million, which was advanced to ExO and Oceanica to fund working capital, exploration and legal expenses. In addition, Odyssey provides management and administrative services to ExO and funds ExO’s ongoing administrative expenses pursuant to a services agreement in exchange for a recurring monthly fee and reimbursement of funded amounts. Certain of Odyssey’s former and current directors and officers are also directors or officers of ExO and Oceanica. The Oceanica-ExO Notes and outstanding receivables under the management and services agreement accrue interest at 18% per annum. As of December 31, 2023, the aggregate outstanding amount of the
Oceanica-ExO
Notes with accrued interest was approximately $104.4 million, and the aggregate receivable pursuant to the management and services agreement was approximately $675,000. As of December 31, 2022, the aggregate outstanding amount of the Oceanica-ExO Notes with accrued interest was approximately $87.3 million, and the were no amounts due for services pursuant to the management and services agreement.
Stockholders
We have entered into financing transactions with certain stockholders that beneficially own more than five percent of our Common Stock. FourWorld Capital Management LLC (“FourWorld”) beneficially owns approximately 20% of our Common Stock. Part of that holding includes two of FourWorld’s funds, each of which individually beneficially owns more than
five
percent of our Common Stock and has participated in our financial transactions: each of FW Deep Value Opportunities Fund LLC and FourWorld Global Opportunities Fund, Ltd beneficially owns approximately 6% of our Common Stock. Funds managed by Two Seas Capital LP (“Two Seas”) own approximately 9.99% of our Common Stock after giving effect to the 9.99% beneficial ownership limitation applicable to warrants held by its funds. Greywolf Opportunities Master Fund II LP and its affiliates (“Greywolf”) beneficially own approximately 9% of our Common Stock.
On June 10, 2022, we completed the 2022 Equity Transaction, in which FourWorld participated. FourWorld funds purchased 292,628 shares of our Common Stock and 2022 Warrants to purchase 292,628 shares of our Common Stock in the 2022 Equity Transaction for a purchase price of $980,304. FourWorld exercised some of the 2022 Warrants on August 31, 2023, to purchase 1,000 shares of Common Stock at $3.35 per share. As of December 31, 2023, FourWorld held 2022 Warrants to purchase 291,628 shares of our Common Stock at an exercise price of $3.35 per share.
On March 6, 2023, we entered into the March 2023 Note Purchase Agreement, pursuant to which we issued the March 2023 Note and the March 2023 Warrants. FourWorld, Two Seas and Greywolf each purchased portions of the March 2023 Note and March 2023 Warrants. No principal amount was repaid during fiscal year 2023.
 
  •  
FourWorld purchased a portion of the March 2023 Note in the principal amount of $1.08 million and March 2023 Warrants to purchase 285,715 shares of our Common Stock on March 6, 2023, for an aggregate purchase price of $1.08 million. Interest at the rate of 11% had accrued and was capitalized with respect to the March 2023 Note as of December 31, 2023, in the amount of $31,866 for the note held by FourWorld. As of December 31, 2023, FourWorld held March 2023 Warrants to purchase 285,715 shares of our Common Stock.
 
  •  
Two Seas purchased a portion of the March 2023 Note in the principal amount of $2,300,641 and March 2023 Warrants to purchase 608,635 shares of our Common Stock on March 6, 2023, for an aggregate purchase price of $2,300,641; and a portion of the March 2023 Note in the principal amount of $449,359 and Warrants to purchase 118,878 shares of our Common Stock on September 22, 2023, for an aggregate purchase price of $449,359. Interest at the rate of 11% had accrued and was capitalized with respect to the March 2023 Note as of December 31, 2023, in the amount of $80,374 for the note held by Two Seas. As of December 31, 2023, Two Seas held March 2023 Warrants to purchase 608,635 shares of our Common Stock.
 
  •  
Greywolf purchased a portion of the March 2023 Note in the principal amount of $7.0 million and March 2023 Warrants to purchase 1,851,852 shares of our Common Stock for an aggregate purchase price of $7.0 million. No principal amount was repaid during fiscal year 2023. Interest at the rate of 11% had accrued and was capitalized with respect to the March 2023 Note as of December 31, 2023, in the amount of $206,539 for the note held by Greywolf. As of December 31, 2023, Greywolf held March 2023 Warrants to purchase 1,851,852 shares of our Common Stock, each at an exercise price of $3.78 per share.
 
On December 1, 2023, we entered into the December 2023 Note Purchase Agreement, in which FourWorld, Two Seas and Greywolf participated. No principal amount was repaid during fiscal year 2023.
 
  •  
FourWorld purchased a December 2023 Note in the principal amount of $500,000 and December 2023 Warrants to purchase 135,278 shares of our Common Stock for an aggregate purchase price of $500,000. Interest at the rate of 11% had accrued and was capitalized with respect to the December 2023 Notes as of December 31, 2023, in the amount of $4,671 for the note held by FourWorld. As of December 31, 2023, FourWorld held December 2023 Warrants to purchase 117,648 shares of our Common Stock at an exercise price of $4.25 per share and December 2023 Warrants to purchase 17,630 shares of our Common Stock at an exercise price of $7.09 per share.
 
  •  
Two Seas funds purchased a December 2023 Note in the principal amount of $2.0 million and December 2023 Warrants to purchase 541,109 shares of our Common Stock for an aggregate purchase price of $2.0 million. Interest at the rate of 11% had accrued and was capitalized with respect to the December 2023 Notes as of December 31, 2023, in the amount of $18,871 for the note held by Two Seas. As of December 31, 2023, Two Seas held December 2023 Warrants to purchase 470,589 shares of our Common Stock at an exercise price of $4.25 per share and December 2023 Warrants to purchase 70,523 shares of our Common Stock at an exercise price of $7.09 per share.
 
  •  
Greywolf purchased a December 2023 Note in the principal amount of $1.0 million and December 2023 Warrants to purchase 270,556 shares of our Common Stock for an aggregate purchase price of $1.0 million. Interest at the rate of 11% had accrued and was capitalized with respect to the December 2023 Notes as of December 31, 2023, in the amount Greywolf held December 2023 Warrants to purchase 235,295 shares of our Common Stock at an exercise price of $4.25 per share and December 2023 Warrants to purchase 35,261 shares of our Common Stock at an exercise price of $7.09 per share.