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
November 22, 2006
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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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On November 22, 2006, Odyssey Marine Exploration, Inc. (the "Company")
completed a private placement of 500,000 shares of its common stock and
warrants to purchase 100,000 shares of common stock to three accredited
investors for an aggregate purchase price of $1,500,000. The warrants are
exercisable at $4.00 per share through November 22, 2008. The three investors
include Robert R. Bears, Sr., Galleon Captains Offshore Ltd., and Galleon
Captains Partners, L.P.
The Company has agreed that it will file a Form S-3 registration
statement under the Securities Act of 1933, as amended, to register the resale
of the shares of common stock issued in this offering and the shares that may
be issued upon exercise of the warrants. The Company is required to file the
registration statement within 60 days of the closing of the offering and to
use its commercially reasonable efforts to have the registration statement
declared effective within 60 days of the filing of the registration statement.
The Company will bear all of the costs of the registration statement.
The securities were issued in reliance on the exemption provided by
Section 4(2) of the Securities Act of 1933, as amended, and Rule 506
promulgated thereunder. Each of the investors is "accredited," as that term
is defined in Regulation D. The investors were given access to complete
information about the Company. A Form D will be filed with the Securities and
Exchange Commission in connection with the offering. There was no general
solicitation and the appropriate restrictive legend was placed on the
certificates issued.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The exhibits identified below are filed as part of this report:
Exhibit 10.1 Form of Securities Purchase Agreement
Exhibit 10.2 Form of Warrant to Purchase Common Stock
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: November 28, 2006 By: /s/ Michael J. Holmes
Michael J. Holmes
Chief Financial Officer