SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
March 10, 2005
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Date of Report (date of earliest event reported)
ODYSSEY MARINE EXPLORATION, INC.
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Exact name of Registrant as Specified in its Charter
NEVADA 1-31895 84-1018684
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
5215 West Laurel Street
Tampa, Florida 33607
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Address of Principal Executive Offices, Including Zip Code
(813) 876-1776
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Registrant's Telephone Number, Including Area Code
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On March 10, 2005 the Company completed a private placement of 2,700,000
units which were sold to four accredited institutional investors at a price of
$2.50 per unit. Each unit consisted of one share of common stock and a
warrant to purchase one share of common stock at an exercise price of $3.50
per share during the two year period following the closing of the offering.
The Company paid an investment banking firm a commission of $400,000 in cash
and 470,000 warrants which have the same terms as the warrants sold to the
investors. The securities were issued in reliance on the exemption provided
by Section 4(2) of the Securities Act of 1933, as amended, and Rule 406
promulgated thereunder. There was no general solicitation and the appropriate
restrictive legend was placed on the certificates. See the attached press
release for further information about the offering and the use of proceeds.
ITEM 7.01. REGULATION FD DISCLOSURE
On March 10, 2005, Odyssey Marine Exploration, Inc. issued a press
release announcing that it had concluded a private placement. A copy of that
press release is attached as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is not to be considered "filed" under the
Securities Act of 1934, as amended ("Exchange Act"), and shall not be
incorporated by reference into any of Odyssey Marine Exploration, Inc.'s
previous or future filings under the Securities Act of 1933, as amended, or
the Exchange Act.
(c) EXHIBITS.
99.1 Press Release dated March 10, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
ODYSSEY MARINE EXPLORATION, INC.
Dated: March 10, 2005 By:/s/ John C. Morris
John C. Morris, President