SEC Form SC 13G filed by Odyssey Marine Exploration Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )   ^*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

** This constitutes a late filing due to inadvertent administrative error.  See the Preliminary Note.

(Continued on following pages)

Page 1 of 12 Pages

Exhibit Index Found on Page 11

13G

(1)	Includes 371,813 Shares acquirable within 60 days of the date hereof upon the exercise of Warrants.  See the Preliminary Note.

(2)	Calculated based on 20,136,470 Shares outstanding as of December 1, 2023, as stated in Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on December 4, 2023.

13G

(1)	Includes 226,094 Shares acquirable within 60 days of the date hereof upon the exercise of Warrants.  See the Preliminary Note.

(2)	Calculated based on 20,136,470 Shares outstanding as of December 1, 2023, as stated in Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on December 4, 2023.

13G

(1)	Includes 597,907 Shares acquirable within 60 days of the date hereof upon the exercise of Warrants.  See the Preliminary Note.

(2)	Calculated based on 20,136,470 Shares outstanding as of December 1, 2023, as stated in Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on December 4, 2023.

13G

(1)	Includes 940,298 Shares acquirable within 60 days of the date hereof upon the exercise of Warrants.  See the Preliminary Note.

(2)	Calculated based on 20,136,470 Shares outstanding as of December 1, 2023, as stated in Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on December 4, 2023.

13G

(1)	Includes 940,298 Shares acquirable within 60 days of the date hereof upon the exercise of Warrants.  See the Preliminary Note.

(2)	Calculated based on 20,136,470 Shares outstanding as of December 1, 2023, as stated in Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on December 4, 2023.

13G

(1)	Includes 940,298 Shares acquirable within 60 days of the date hereof upon the exercise of Warrants.  See the Preliminary Note.

(2)	Calculated based on 20,136,470 Shares outstanding as of December 1, 2023, as stated in Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on December 4, 2023.

Preliminary Note:

Capitalized terms used in this Preliminary Note without definition have the meanings ascribed to them below.

Current Holdings

As of the date of this report, the Greywolf Funds hold an aggregate of (i) 655,135 Shares and (ii) 597,907 warrants, issued June 10, 2022, each of which is currently exercisable, pursuant to its terms, for one Share (“Warrants”).  In addition, as of the date of this report, the Investment Manager holds 342,391 Shares and 342,391 Warrants.  Accordingly, as of the date of this report, the Reporting Persons may be deemed to beneficially own an aggregate of 1,937,824 Shares, representing 9.2% of the class of Shares outstanding, as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

Inadvertent Failure to File Initial and Amended Reports

Due to inadvertent administrative error, the Reporting Persons did not file (i) an initial Schedule 13G to report their acquisition of 5.1% beneficial ownership on June 10, 2022 or (ii) an annual amendment to such Schedule 13G to report their 9.5% beneficial ownership as of December 31, 2022.  Such percentages are based on the Company’s most recent reported number of Shares outstanding at the relevant time.

Item 1.  (a) Name of Issuer:

Odyssey Marine Exploration, Inc. (the “Company”)

(b) Address of Issuer’s Principal Executive Offices:

205 S. Hoover Blvd., Suite 210, Tampa, FL 33609

Item 2.  (a) Name of Persons Filing:

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”.

(i)	Greywolf Distressed Opportunities Master Fund, L.P., a Cayman Islands exempted limited partnership  (“Greywolf DF”), with respect to the Shares held by it and the Shares it has the right to acquire upon exercise of the Warrants held by it;

(ii)	Greywolf Distressed Opportunities Master QPA Fund, L.P., a Cayman Islands exempted limited partnership  (“Greywolf DFQPA” and, together with Greywolf DF, the “Greywolf Funds”), with respect to the Shares held by it and the Shares it has the right to acquire upon exercise of the Warrants held by it;

(iii)

Greywolf Advisors LLC, a Delaware limited liability company and the general partner (the “General Partner”) of each of the Greywolf Funds, with respect to the Shares held by the Greywolf Funds and the Shares the Greywolf Funds have the right to acquire upon exercise of the Warrants held by them;

(iv)

Greywolf Capital Management LP, a Delaware limited partnership and the investment manager of each of the Greywolf Funds (the “Investment Manager”), with respect to (a) the Shares held by it and the Shares it has the right to acquire upon exercise the Warrants held by it, and (b) the Shares held by the Greywolf Funds and the Shares the Greywolf Funds have the right to acquire upon exercise of the Warrants held by them;

(v)

Greywolf GP LLC, a Delaware limited liability company and the general partner of the Investment Manager (the “Investment Manager General Partner”), with respect to (a) the Shares held by the Investment Manager and the Shares the Investment Manager has the right to acquire upon the exercise of the Warrants held by it, and (b) the Shares held by the Greywolf Funds and the Shares the Greywolf Funds have the right to acquire upon exercise of the Warrants held by them; and

(vi)

Jonathan Savitz (“Savitz”), a United States citizen and the senior managing member of the General Partner and the sole managing member of the Investment Manager General Partner, with respect to (a) the Shares held by the Greywolf Funds and the Shares the Greywolf Funds have the right to acquire upon exercise of the Warrants held by them, and (b) the Shares held by the Investment Manager and the Shares the Investment Manager has the right to acquire upon the exercise of the Warrants held by it.

(b) Address of Principal Business Office:

The address of the principal business office of: (i) all of the Reporting Persons other than the Greywolf Funds is 4 Manhattanville Road, Suite 201, Purchase, New York 10577; (ii) the Greywolf Funds is Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman KY1-1002, Cayman Islands.

(c) Citizenship:

The citizenship of each of the Reporting Persons is set forth on the cover page for such Reporting Person.

(d) Title of Class of Securities:

Common Stock, par value $0.0001 per share (the “Shares”)

(e) CUSIP Number:

676118201

Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership

The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.

The Shares and the Warrants reported hereby as held by each of the Greywolf Funds are owned directly by such Greywolf Fund.  The General Partner, as the general partner of each of the Greywolf Funds, may be deemed to be a beneficial owner of all such Shares owned by the Greywolf Funds and all such Shares that the Greywolf Funds have the right to acquire upon exercise of the Warrants held by them.  The Shares and the Warrants reported hereby as held by the Investment Manager are owned directly by the Investment Manager.  In addition, the Investment Manager, as the investment manager of the Greywolf Funds, may be deemed to be a beneficial owner of all such Shares owned by the Greywolf Funds and all such Shares that the Greywolf Funds have the right to acquire upon exercise of the Warrants held by them. The Investment Manager General Partner, as the general partner of the Investment Manager, may be deemed to be a beneficial owner of (a) all such Shares owned by the Investment Manager and all such Shares that the Investment Manager has the right to acquire upon exercise of the Warrants held by it, and (b) all such Shares owned by the Greywolf Funds and all such Shares that the Greywolf Funds have the right to acquire upon exercise of the Warrants held by them.  Savitz, as the senior managing member of the General Partner and as the sole managing member of the Investment Manager General Partner, may be deemed to be a beneficial owner of (a) all such Shares owned by the Greywolf Funds and all such Shares that the Greywolf Funds have the right to acquire upon exercise of the Warrants held by them, and (b) all such Shares owned by the Investment Manager and all such Shares that the Investment Manager has the right to acquire upon exercise of the Warrants held by it. Each of the General Partner, the Investment Manager, the Investment Manager General Partner and Savitz hereby disclaims any beneficial ownership of any such Shares.

Item 5. Ownership of Five Percent or Less of a Class

 

Not Applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

 

Not Applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not Applicable.

Item 8. Identification and Classification of Members of the Group

 

The Reporting Persons are filing this Schedule 13G pursuant to Rule 13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.

Item 9. Notice of Dissolution of Group

 

Not Applicable.

Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  January 4, 2024

EXHIBIT INDEX

EXHIBIT 1

to

SCHEDULE 13G

JOINT ACQUISITION STATEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated:  January 4, 2024