Odyssey Marine Exploration, Inc. entered into a security and warrant purchase agreement for the issuance of senior secured promissory note for gross proceeds of to $14.0 million and warrant to purchase common share of the company on March 6, 2023. The transaction included participation from institutional investor pursuant DP SPV I LLC. The note will bear interest rate of 11.0% per annum, and interest is payable in cash on a quarterly basis.

The note is redeemable at the option of the issuer, upon notice to the holder to redeem at any time before the first anniversary of the issuance of the note, all or any portion of the indebtedness outstanding under the note together with all accrued and unpaid interest, including PIK interest for an amount equal to one hundred twenty percent of the outstanding principal amount so being redeemed, and at any time on or after the first anniversary of the issuance of the note, all or any portion of the indebtedness outstanding under the note. The note is due and payable on September 6, 2024. The warrant will be exercised at a price of $3.78 per share to purchase up to 3,703,704 common shares of the company.

The company has issued the securities in reliance on Rule 506(b) under the 1933 Act of Regulation D Securities.