Form 424B4 - Prospectus [Rule 424(b)(4)] (2024)

Filed Pursuant to Rule 424(b)(4)
Registration No. 333-279720

PROSPECTUS

2,030,735 Shares

Common Stock

The sellingstockholders listed in this prospectus under the section “Selling Stockholders,” or their permitted transferees, are offering an aggregate of 2,030,735 shares of our common stock issuable upon the exercise of outstanding warrants topurchase common stock.

This prospectus also covers any additional shares of common stock that may become issuable upon any anti-dilutionadjustment pursuant to the terms of the above-described warrants by reason of stock splits, stock dividends, or similar events. The warrants to purchase common stock were issued by us in a private placement that closed on December1, 2023.

The selling stockholders may sell all or a portion of the shares from time to time at prices that will be determined by the prevailing marketprice for the shares. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution.” We will not receive any proceeds from the sale of the common stock by the selling stockholders,except upon exercise of the warrants to purchase common stock by the selling stockholders. You should carefully read this prospectus and any accompanying prospectus supplement before you decide to invest in the shares that may be offered under thisprospectus.

Our common stock is traded on the Nasdaq Capital Market under the symbol “OMEX.” On June11, 2024, the closingprice of our common stock on the Nasdaq Capital Market was $5.14per share.

Investing in our common stock involves risks. See“Risk Factors” beginning on page2 for a discussion of these risks.

Neither theSecurities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is June12, 2024.

Table of Contents

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About This Prospectus

This prospectus is part of the registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a“shelf” registration process. Under this shelf registration process, the selling stockholders may, from time to time, offer and sell certain shares of our common stock in one or more offerings. When a selling stockholder sells shares ofcommon stock under this shelf registration process, we may provide a prospectus supplement that will contain more specific information about the terms of such offering. The prospectus supplement may also add to, update, or change any of theinformation contained in this prospectus. You should carefully read this prospectus, any accompanying prospectus supplement, and any free writing prospectuses we have prepared or authorized as well as the information incorporated in this prospectusor any accompanying prospectus supplement by reference. See “Incorporation by Reference.” Any information in any accompanying prospectus supplement, any free writing prospectus, or any subsequent material incorporated herein or therein byreference will supersede the information in this prospectus or any earlier prospectus supplement.

This prospectus contains summaries ofcertain provisions in some of the documents described herein, but reference is hereby made to the actual documents for complete information. All of the summaries are qualified in their entirety by reference to the complete text of the actualdocuments. Copies of some of the documents referred to herein have been filed or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents asdescribed below in the section entitled “Where You Can Find More Information.”

Neither we nor any of the sellingstockholders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, in any accompanying prospectus supplement, or in any free writing prospectuses we have prepared orauthorized. You should rely only on the information provided in this prospectus or any prospectus supplement, including information incorporated by reference herein or therein, or any free writing prospectus that we have specifically referred youto. Neither we nor any of the selling stockholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby andonly under circ*mstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus, any prospectus supplement, or any documents we incorporate herein or therein, or in any free writing prospectus, is current onlyas of the respective dates thereof. Our business, financial condition, results of operations, and prospects may have changed since those respective dates.

No action is being taken in any jurisdiction outside the United States to permit a public offering of common stock or possession ordistribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restriction as to this offering and thedistribution of this prospectus applicable to those jurisdictions.

In this prospectus, we use the terms “Odyssey,” “ourcompany,” “we,” “us,” and “our” to refer to Odyssey Marine Exploration, Inc. and its subsidiaries.

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Cautionary Note RegardingForward-Looking Statements

This prospectus and the documents incorporated by reference intothis prospectus contain forward-looking statements (within the meaning of Section27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended) that are based on current expectations,estimates and projections about our industry, management’s beliefs, and assumptions made by management. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,”“estimate,” other similar expressions, and the negative of such words are intended to identify forward-looking statements but are not the exclusive means of identifying forward-looking statements in this prospectus. These statements arenot guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any forward-lookingstatements. The risks and uncertainties include, but are not limited to, those noted in “Risk Factors” below and in the documents incorporated by reference. We undertake no obligation to update publicly any forward-looking statements,whether as a result of new information, future events, or otherwise, except as otherwise required by law.

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Risk Factors

You should carefully consider the following risks and all other information contained in this prospectus and the documents incorporated byreference before you decide to buy our common stock. We have included a discussion of each material risk that we have identified as of the date of this prospectus. However, additional risks and uncertainties not presently known to us or that wecurrently deem immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition, or operating results could suffer. If this occurs, the trading price of our common stock coulddecline, and you could lose all or part of the money you paid to buy our common stock.

We face risks related to the recent restatement of ourfinancial information and the material weaknesses in our internal control over financial reporting.

We are subject to various SECreporting and other regulatory requirements. Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to preventfraud and material errors in transactions and to fairly present financial statements. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reportingobligations. In addition, any testing we conduct in connection with Section404 of the Sarbanes-Oxley Act, or the subsequent testing by our independent registered public accounting firm when required, may reveal deficiencies in our internalcontrols over financial reporting that are deemed to be material weaknesses or that may require prospective or retrospective changes to our consolidated financial statements or identify other areas for further attention or improvement. Inferiorinternal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our Common Stock.

As discussed in the Explanatory Note to our Annual Report on Form 10-K, we determined to restatecertain financial information in our previously issued consolidated financial statements for the year ended December31, 2022, and for the interim periods ended March31, 2022 and 2023, June30, 2022 and 2023, and September30,2022. The circ*mstances leading to the restatement of our previously issued financial statements, and our efforts to investigate, assess, and remediate those matters have resulted in substantial costs in the form of accounting, legal, and similarprofessional fees, in addition to the substantial diversion of time and attention of our senior management and members of our accounting team in preparing the restated financial statements and information.

In addition, as a result of the restatement, we have identified material weaknesses in our internal controls over financial reporting. Amaterial weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not beprevented or detected on a timely basis. Although we have undertaken substantial work to maintain effective internal controls and have taken action to remediate the material weaknesses identified in connection with the restatement, we cannot becertain that we will be successful in our remediation efforts or in maintaining adequate internal controls over our financial reporting. As a result of the material weaknesses, management determined that our internal control over financial reportingand disclosure controls and procedures were ineffective as of December31, 2023. If we fail to maintain an effective system of internal controls over financial reporting and disclosure controls and procedures, we may not be able to accuratelydetermine our results of operations or financial conditions or to prevent fraud.

As a result of the restatement, we have become subjectto a number of additional risks and uncertainties, which may affect investor confidence in the accuracy of our financial disclosures and may raise reputational issues for our business. We expect to continue to face the risks and challenges relatedto the restatement, including the following: (a)we may face potential litigation or other disputes, which may include, among others, claims invoking the federal and state securities laws, contractual claims, or other claims arising from therestatement; (b)the SEC may review the restatements and require further amendment of our public filings; and (c)the processes undertaken to effect the restatement may not have been adequate to identify and correct all errors in ourhistorical financial statements and, as a result, we may discover additional errors and our financial statements remain subject to the risk of future restatement. We cannot provide assurance that all of the risks and challenges described above willbe eliminated or that general reputational harm will not persist. If any of the foregoing risks or challenges persists, our business, operations, and financial condition could be materially adversely affected.

We face risks related to being delinquent in our SEC reporting obligations.

Primarily due to the matters that led to our restatement of prior financial statements and the material weaknesses identified in connectiontherewith, our Quarterly Report on Form 10-Q for the quarterly period ended September30, 2023, and our Annual Report on Form 10-K for the year endedDecember31, 2023, were not timely filed. We expect to continue to face many of the risks and challenges related to the matters that led to the delay in the filing of that Form10-Q and Form 10-K, including the following:

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If any of theforegoing risks or challenges persists, our business, operations, and financial condition are likely to be materially and adversely affected.

We haveidentified material weaknesses in our internal control over financial reporting, which could, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner.

We have concluded that our internal control over financial reporting was not effective as of March31, 2024, December31, 2023, andcertain prior periods, due to the existence of material weaknesses in our internal control over financial reporting. Although we have initiated remediation measures to address the identified material weaknesses, we cannot provide assurance that ourremediation efforts will be adequate to allow us to conclude that such controls will be effective in the future. We also cannot assure that additional material weaknesses in our internal control over financial reporting will not arise or beidentified in the future. We intend to continue our control remediation activities and to continue to improve our overall control environment and our operational, information technology, financial systems, and infrastructure procedures and controls,as well as to continue to train, retain, and manage our personnel who are essential to effective internal controls. In doing so, we will continue to incur expenses and expend management time on compliance-related issues. If we are unable tosuccessfully complete our remediation efforts or favorably assess the effectiveness of our internal control over financial reporting, our operating results, financial position, ability to accurately report our financial results and timely file ourSEC reports, and stock price could be adversely affected.

Moreover, because of the inherent limitations of any control system, materialmisstatements due to error or fraud may not be prevented or detected on a timely basis, or at all. If we are unable to provide reliable and timely financial reports in the future, our business and reputation may be further harmed. Restated financialstatements and failures in internal controls may also cause us to fail to meet reporting obligations, negatively affect investor and customer confidence in our management or result in adverse publicity and concerns from investors and customers, anyof which could have a negative effect on the price of our common stock, subject us to further regulatory investigations, potential penalties or stockholder litigation, and have a material adverse impact on our business and financial condition.

Our business involves a high degree of risk.

An investment in Odyssey is extremely speculative and of exceptionally high risk. With respect to mineral exploration projects, there areuncertainties with respect to the quality and quantity of the material and their economic feasibility, the price we can obtain for the sale of the deposit or the ore extracted from the deposit, the granting of the necessary permits to operate,environmental safety, technology for extraction and processing, distribution of the eventual ore product, and funding of necessary equipment and facilities. In projects where Odyssey takes a minority ownership position in the company holding themining rights, there may be uncertainty as to that company’s ability to move the project forward.

We may continue to experience significantlosses from operations.

We have experienced a net loss in every fiscal year since our inception except for 2004. Our net losses were$3.9million in 2023 and $30.0million in 2022. Even if we do generate operating income in one or more periods in the future, subsequent developments in our industry, customer base, business or cost structure or an event such assignificant litigation or a significant transaction may cause us to again experience operating losses. We may not become profitable for the long term, or even for any quarter. The audit report covering our consolidated financial statements containsan explanatory paragraph that states that the Company’s operating losses and need for additional capital to fund operations and capital expenditures raise substantial doubt about our ability to continue as a going concern.

The research and data we use may not be reliable.

The success of a mineral project is dependent to a substantial degree upon the research and data we or the contracting party have obtained. Byits very nature, research and data regarding mineral deposits can be imprecise, incomplete, outdated, and unreliable. For mineral exploration, data is collected based on a sampling technique and available data may not be representative of the entireore body or tenement area. Prior to conducting off-shore exploration, we typically conduct on-shore research. There is no guarantee that the models and researchconducted onshore will be representative of actual results on the seafloor. Offshore exploration typically requires significant expenditures, with no guarantee that the results will be useful or financially rewarding.

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Operations may be affected by natural hazards.

Underwater exploration and recovery operations are inherently difficult and dangerous and may be delayed or suspended by weather, seaconditions or other natural hazards. Further, such operations may be undertaken more safely during certain months of the year than others. We cannot guarantee that we, or the entities we are affiliated with, will be able to conduct exploration,sampling or extractions operations during favorable periods. In addition, even though sea conditions in a particular search location may be somewhat predictable, the possibility exists that unexpected conditions may occur that adversely affect ouroperations. It is also possible that natural hazards may prevent or significantly delay operations. Seabed mineral extraction work may be subject to interruptions resulting from storms that adversely affect the extraction operations or the ports ofdelivery. Project planning considers these risks.

We may be unable to establish our rights to resources or items we discover or recover.

We may discover potentially valuable seabed mineral deposits, but we may be unable to get title to the deposits or get the necessarygovernmental permits to commercially extract the minerals. Mineral deposits may be in controlled waters where the policies and laws of a certain government may change abruptly, thereby adversely affecting our ability to operate in those zones. Wehave a process for evaluating this risk in our proprietary “Global Prospectivity Program”.

The market for minerals we recover is uncertain.

During the time between when a mineral deposit is discovered and the first extracted minerals are sold, world and local prices for themineral may fluctuate drastically and thereby adversely affect the economics of the mineral project.

We could experience delays in the disposition orsale of minerals.

It may take significant time between when a mineral deposit is discovered, and the first extracted minerals aresold. Stakes in the mineral deposits can potentially be sold at an earlier date, but there is no guarantee that there will be readily available buyers at favorable competitive prices.

Legal, political, or civil issues could interfere with our marine operations.

Legal, political, or civil issues of governments throughout the world could restrict access to our operational marine sites or interfere withour marine operations or rights to seabed mineral deposits. In many countries, the legislation covering ocean exploration lacks clarity or certainty. As a result, when we are conducting projects in certain areas of the world for our own account oron our behalf of a contracting party, we may be subjected to unexpected delays, requests, and outcomes as we work with local governments to define and obtain the necessary permits and to assert our claims over assets on the seafloor bottom. Ourvessel, equipment, personnel and cargo could be seized or detained by government authorities. We may have to work with different units of a government, and there may be a change of government representatives over time. This may result in unexpectedchanges or interpretations in government contracts and legislation.

Non-governmentalorganizations, or NGOs, that are opposed to seafloor mineral extraction may attempt to disrupt business operations. NGOs may also use disinformation in the media to damage our reputation and the reputations of our projects. This may result in delaysto project timelines and incremental costs to the company to implement strategies to mitigate and counter NGO activities.

We may be unable to getpermission to conduct exploration, excavation, or extraction operations.

It is possible we will not be successful in obtaining thenecessary permits to conduct exploration or excavation and extraction operations. In addition, permits we obtain may be revoked or not honored by the entities that issued them. In addition, certain governments may develop new permit requirementsthat could delay new operations or interrupt existing operations.

Changes in our business strategy or restructuring of our businesses may increase ourcosts or otherwise affect the profitability of our businesses.

As changes in our business environment occur, we may need to adjust ourbusiness strategies to meet these changes, or we may otherwise find it necessary to restructure our operations or particular businesses or assets. When these changes or events occur, we may incur costs to change our business strategy and may need towrite down the value of assets or sell certain assets. In any of these events our costs may increase, and we may have significant charges associated with the write-down of assets.

We may be unsuccessful in raising the necessary capital to fund operations and capital expenditures.

Our ability to generate cash inflows is dependent upon our ability to provide mineral exploration and development services to our subsidiariesand other subsea mineral companies or monetize mineral rights. However, we cannot guarantee that the sales and other cash sources will generate sufficient cash inflows to meet our overall cash requirements. If cash inflows are not sufficient to meetour business requirements, we will be required to raise additional capital through other financing activities. While we have been successful in raising the necessary funds in the past, there can be no assurance we can continue to do so in thefuture.

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We depend on key employees and face competition in hiring and retaining qualified employees.

Our employees are vital to our success, and our key management and other employees are difficult to replace. We currently do not haveemployment contracts with the majority of our key employees. We may not be able to retain highly qualified employees in the future which could adversely affect our business.

Technological obsolescence of our marine assets or failure of critical equipment could put a strain on our capital requirements or operationalcapabilities.

From time to time, we employ state-of-the-art technology including sonars, magnetometers, ROVs, vessels, and other advanced science and technology to perform seabed mineral exploration. Although we try to maintain back-ups on critical equipment and components, equipment failures may require us to delay or suspend operations. Also, while we endeavor to keep marine equipment in excellent working condition and current with allavailable upgrades, technological advances in new equipment may provide superior efficiencies compared to the capabilities of our existing equipment, and this could require us to purchase new equipment which would require additional capital.

We may not be able to contract with clients or customers for marine services or third-party projects.

From time to time we earn revenue by chartering out equipment and crew and providing marine services to clients or customers. Even if we docontract out our services, the revenue may not be sufficient to cover administrative overhead costs. Although the operational results of these third-party projects are generally successful, the clients or customers may not be willing or financiallyable to continue with third-party projects of this type in the future. Failure to secure such revenue producing contracts in the future may have a material adverse impact on our revenue and operating cash flows.

The issuance of shares at conversion prices lower than the market price at the time of conversion and the sale of such shares could adversely affect theprice of our common stock.

Some of our outstanding shares may have been acquired from time to time upon conversion of convertiblenotes at conversion prices that are lower than the market price of our common stock at the time of conversion. In the past, Odyssey has issued debt obligations that could be converted into common shares at prices below the current market price.Conversion of the notes at conversion prices that are lower than the market price at the time of conversion and the sale of the shares issued upon conversion could have an adverse effect upon the market price of our common stock.

Investments in subsea mineral exploration companies may prove unsuccessful.

We have invested in marine mineral companies that to date are still in the exploration phase and have not begun to earn significant revenuefrom operations. We may or may not have control or input on the future development of these businesses. There can be no assurance that these companies will achieve profitability or otherwise be successful in capitalizing on the mineralized materialsthey intend to exploit or through other revenue-generating activities.

We may be subject to short selling strategies.

Short sellers of our stock may be manipulative and may attempt to drive down the market price of our common stock. Short selling is thepractice of selling securities that the seller does not own but rather has, supposedly, borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit froma decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is therefore in the shortseller’s best interests for the price of the stock to decline, many short sellers (sometime known as “disclosed shorts”) publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its businessprospects to create negative market momentum and generate profits for themselves after selling a stock short. Although traditionally these disclosed shorts were limited in their ability to access mainstream business media or to otherwise createnegative market rumors, the rise of the Internet and technological advancements regarding document creation, videotaping and publication by weblog (“blogging”) have allowed many disclosed shorts to publicly attack a company’scredibility, strategy and veracity by means of so-called “research reports” that mimic the type of investment analysis performed by large Wall Street firms and independent research analysts. Theseshort attacks have, in the past, led to selling of shares in the market, on occasion in large scale and broad base. Issuers who have limited trading volumes and are susceptible to higher volatility levels thanlarge-cap stocks, can be particularly vulnerable to such short seller attacks. These short seller publications are not regulated by any governmental, self-regulatory organization or other official authority inthe U.S., are not subject to certification requirements imposed by the SEC and, accordingly, the opinions they express may be based on distortions or omissions of actual facts or, in some cases, fabrications of facts. In light of the limited risksinvolved in publishing such information, and the enormous profit that can be made from running just one successful short attack, unless the short sellers become subject to significant penalties, it is more likely than not that disclosed shortsellers will continue to issue such reports.

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Some of our equipment or assets could be seized or we may be forced to sell certain assets.

We have pledged certain assets, such as equipment and shares of subsidiaries, as collateral under our loan agreements. Some suppliers have theability to seize some of our assets if we do not make timely payments for the services, supplies, or equipment that they have provided to us. If we were unable to make payments on these obligations, the lender or supplier may seize the asset orforce the sale of the asset. The loss of such assets could adversely affect our operations. The sale of the asset may be done in a manner and under circ*mstances that do not provide the highest cash value for the sale of the asset.

We could be delisted from the Nasdaq Capital Market.

Our common stock is listed on the Nasdaq Capital Market, which imposes, among other requirements, a minimum bid requirement. The closing bidprice for our common stock must remain at or above $1.00 per share to comply with Nasdaq’s minimum bid requirement for continued listing. If the closing bid price for our common stock is less than $1.00 per share for 30 consecutive businessdays, Nasdaq may send us a notice stating we will be provided a period of 180 days to regain compliance with the minimum bid requirement or else Nasdaq may make a determination to delist our common stock. Another requirement for continued listing onthe Nasdaq Capital Market is to maintain our market capitalization above $35.0million.

Our failure to maintain compliance with theabove-mentioned and other Nasdaq continued listing requirements may lead to the delisting of our common from the Nasdaq Capital Market. Delisting from the Nasdaq Capital Market could make trading our common stock more difficult for investors,potentially leading to declines in our share price and liquidity. If our common stock is delisted by Nasdaq, our common stock may be eligible to trade on anover-the-counter quotation system, where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market value of our commonstock. We cannot assure you that our common stock, if delisted from the Nasdaq Capital Market, will be listed on another national securities exchange or quoted on an over-the counter quotation system.

Our insurance coverage may be inadequate to cover all of our business risks.

Although we seek to obtain insurance for some of our main operational risks, there is no guarantee that the insurance policies that we have aresufficient, that they will be in place when needed, that we will be able to obtain insurance coverage when desired, that insurance will be available on commercially attractive terms, or that we will be able to anticipate the risks that need to beinsured. Although we may be able to ensure our marine assets for certain risks such as certain possible loss or damage scenarios, we may lack insurance to cover against government seizure or detention of our certain marine assets. Permanent loss ortemporary loss of our marine assets and the associated business interruption without commensurate compensation from an insurance policy could severely impact the financial results and operational capabilities of the company.

We may be exposed to cyber security risks.

We depend on information technology networks and systems to process, transmit and store electronic information and to communicate among ourlocations around the world and among ourselves within our company. Additionally, one of our significant responsibilities is to maintain the security and privacy of our confidential and proprietary information and the personal data of our employees.Our information systems, and those of our service and support providers, are vulnerable to an increasing threat of continually evolving cybersecurity risks. Computer viruses, hackers and other external hazards, as well as improper or inadvertentstaff behavior could expose confidential company and personal data systems and information to security breaches. Techniques used to obtain unauthorized access or cause system interruption change frequently and may not immediately produce signs ofintrusion. As a result, we may be unable to anticipate these incidents or techniques, timely discover them, or implement adequate preventative measures. With respect to our commercial arrangements with service and support providers, we haveprocesses designed to require third-party IT outsourcing, offsite storage and other vendors to agree to maintain certain standards with respect to the storage, protection and transfer of confidential, personal and proprietary information. However,we remain at risk of a data breach due to the intentional or unintentional non-compliance by a vendor’s employee or agent, the breakdown of a vendor’s data protection processes, or a cyber-attack ona vendor’s information systems or our information systems.

Subsea, development, and operating have inherent risks.

Mining operations generally involve a high degree of risk. The financing, exploration, development and mining of any of our properties isfurthermore subject to a number of macroeconomic, legal and social factors, including commodity prices, laws and regulations, political conditions, currency fluctuations, the ability to hire and retain qualified people, the inability to obtainsuitable and adequate machinery, equipment or labor and obtaining necessary services in the jurisdictions in which we may operate. Unfavorable changes to these and other factors have the potential to negatively affect our operations and business.Major expenses may be required to locate and establish mineral reserves and resources, to develop processes and to construct mining and processing facilities at a particular site. Mining, processing, development and exploration activities depend, toone degree or another, on adequate infrastructure. Unusual or infrequent weather phenomena, sabotage, government or other interference could adversely affect our operations, financial condition and results of operations. It is impossible to ensurethat the exploration or development programs planned by us will result in a profitable commercial mining operation. Whether precious or base metal or mineral deposits will be commercially viable depends upon a number of factors, some of which are:the particular attributes of the deposit, such as the quantity and quality of mineralization; mineral prices, which are highly volatile; and government regulations, including regulations relating to

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prices, taxes, royalties, land tenure, land use, importing and exporting minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but thecombination of these factors may result in not receiving an adequate return on invested capital. There is no certainty that the expenditures to be made by us towards the exploration and evaluation of our projects will result in discoveries orproduction of commercial quantities of the minerals. In addition, once in production, mineral reserves are finite and there can be no assurance that we will be able to locate additional reserves as existing reserves are depleted.

We are subject to significant governmental regulations, which affect our operations and costs of conducting our business.

Our exploration operations are subject to government legislation, policies and controls relating to prospecting, development, production,environmental protection, mining taxes and labor standards. For us to carry out our activities, various licenses and permits must be obtained and kept current. There is no guarantee that the Company’s licenses and permits will be granted, orthat once granted will be maintained and extended. In addition, the terms and conditions of such licenses or permits could be changed and there can be no assurances that any application to renew any existing licenses will be approved. There can beno assurance that all permits that we require will be obtainable on reasonable terms, or at all. Delays or a failure to obtain such permits, or a failure to comply with the terms of any such permits that we have obtained, could have a materialadverse impact on our operations. We may be required to contribute to the cost of providing the required infrastructure to facilitate the development of our properties and will also have to obtain and comply with permits and licenses that maycontain specific conditions concerning operating procedures, water use, waste disposal, spills, environmental studies and financial assurances. There can be no assurance that we will be able to comply with any such conditions and non-compliance with such conditions may result in the loss of certain of our permits and licenses on properties, which may have a material adverse effect on us. Future taxation of mining operators cannot bepredicted with certainty so planning must be undertaken using present conditions and best estimates of any potential future changes. There is no certainty that such planning will be effective to mitigate adverse consequences of future taxation onus.

We may not be able to obtain all required permits and licenses to place any of our properties into production.

Our current and future operations, including development activities and commencement of production, if warranted, require permits fromgovernmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances,environmental protection, mine safety and other matters. Companies engaged in mineral property exploration and the development or operation of mines and related facilities generally experience increased costs, and delays in production and otherschedules as a result of the need to comply with applicable laws, regulations and permits. We cannot predict if all permits which we may require for continued exploration, development or construction of mining facilities and conduct of miningoperations will be obtainable on reasonable terms, if at all. Costs related to applying for and obtaining permits and licenses may be prohibitive and could delay our planned exploration and development activities. Failure to comply with applicablelaws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capitalexpenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines orpenalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverseimpact on our operations and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Calculations of mineral resources and mineral reserves are estimates only and subject to uncertainty.

The estimation of mineral resources is an imprecise process and the accuracy of such estimates is a function of the quantity and quality ofavailable data, the assumptions used and judgments made in interpreting engineering and geological information and estimating future capital and operating costs. There is significant uncertainty in any reserve or resource estimate, and the economicresults of mining a mineral deposit may differ materially from the estimates as additional data are developed or interpretations change.

Estimatedmineral resources and mineral reserves may be materially affected by other factors.

In addition to uncertainties inherent inestimating mineral resources, other factors may adversely affect estimated mineral resources and mineral reserves. Such factors may include but are not limited to metallurgical, environmental, permitting, legal, title, taxation, socio-economic,marketing, political, gold prices, and capital and operating costs. Any of these or other adverse factors may reduce or eliminate estimated mineral reserves and mineral resources and could have a material adverse effect on our business, prospects,results of operations, cash flows, financial condition and corporate reputation.

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Use of Proceeds

The proceeds from the sale of the common stock offered by this prospectus are solely for the account of the selling stockholders. Wewill not receive any proceeds from the sale of these shares. However, we will receive approximately $9.4million if all of the warrants to purchase common stock held by the selling stockholders are fully exercised for cash. We cannot guaranteethat the selling stockholders will exercise the warrants or that they will not elect the cashless exercise option in the warrants. We expect to use the net proceeds from any exercise of the warrants for general corporate purposes.

Private Placement of Note and Warrants

The shares of common stock being offered by the selling stockholders are those issuable to the selling stockholders upon the exercise ofwarrants that Odyssey issued pursuant to three note and warrant purchase agreements, or purchase agreements.

July 2018

In July 2018, pursuant to the terms of a purchase agreement, we issued and sold (a) promissory notes to two lenders in the aggregate principalamount of $1.05 million and (b) warrants to purchase shares of Odyssey’s common stock.

Under the terms of the warrants, as amended,the holders have the right until July 12, 2024, to purchase up to 196,135 shares of our common stock at an exercise price of $5.756 per share, which represents the official closing price of Odyssey’s common stock on the Nasdaq Capital Marketimmediately preceding the signing of the purchase agreement, upon delivery of a notice of exercise to Odyssey. The warrants provide for customary adjustments to the exercise price and the number of shares of common stock issuable upon exercise inthe event of a stock split, recapitalization, reclassification, combination or exchange of shares, separation, reorganization, liquidation, or the like.

In connection with the execution and delivery of the purchase agreement, Odyssey entered into a registration rights agreement pursuant towhich Odyssey agreed to register the offer and sale of the shares of common stock issuable upon exercise of the warrants, which we refer to as the exercise shares. Pursuant to the registration rights agreement, Odyssey agreed, under certaincirc*mstances, to include registration of the exercise shares in a registration statement filed with the SEC covering the resale of other exercise shares.

June and September 2023

In June and September 2023, pursuant to the terms of a purchase agreement dated as of March 6, 2023, we issued and sold (a) a promissory notein the principal amount of $799,359 and (b) warrants to purchase shares of Odyssey’s common stock.

Under the terms of the warrants,the holders have the right until March 6, 2026, to purchase up to 211,471 shares of our common stock at an exercise price of $3.78 per share, which represents 120.0% of the official closing price of Odyssey’s common stock on the Nasdaq CapitalMarket immediately preceding the signing of the purchase agreement, upon delivery of a notice of exercise to Odyssey. Upon exercise of the warrants, Odyssey has the option to either (a) deliver the shares of common stock issuable upon exercise or(b) pay to the holder an amount equal to the difference between (i) the aggregate exercise price payable under the notice of exercise and (ii) the product of (A) the number of shares of common stock indicated in the notice of exercise multiplied by(B) the arithmetic average of the daily volume-weighted average price of the common stock on the Nasdaq Capital Market for the five consecutive trading days ending on, and including, the trading day immediately prior to the date of the notice ofexercise. The warrants provide for (a) customary adjustments to the exercise price and the number of shares of common stock issuable upon exercise in the event of a stock split, recapitalization, reclassification, combination or exchange of shares,separation, reorganization, liquidation, or the like; (b) a limitation on the issuance by Odyssey of shares pursuant to the exercise of the warrants to the extent that such shares would, in the aggregate, represent in excess of 19.99% of the numberof shares of our common stock or the total voting power of our securities, each immediately after giving effect so such issuances; and (c) the option for a holder of warrants to notify us if it elects to limit its right to exercise the warrants tothe extent that, after giving effect to such exercise, the holder would beneficially own in excess of 4.99% or 9.99% (as specified by the holder) of our shares of common stock outstanding immediately after giving effect to such exercise.

In connection with the execution and delivery of the purchase agreement, Odyssey entered into a registration rights agreement pursuant towhich Odyssey agreed to register the offer and sale of the shares of common stock issuable upon exercise of the warrants, which we refer to as the exercise shares. Pursuant to the registration rights agreement, Odyssey agreed to prepare and filewith the SEC a registration statement covering the resale of the exercise shares and to use its reasonable best efforts to have the registration statement declared effective by the SEC as soon as practicable thereafter, subject to stated deadlines.

December 2023

InDecember 2023, pursuant to the terms of a purchase agreement, we issued and sold (a)a series of promissory notes in the aggregate principal amount of $6.0million and (b)two tranches of warrants to purchase shares of Odyssey’scommon stock.

Under the terms of the first tranche of warrants, the holders have the right for a period of three years after issuance topurchase an aggregate of 1,411,765 shares of Odyssey’s common stock at an exercise price of $4.25 per share, which represents 120.0% of the official closing price of Odyssey’s common stock on the Nasdaq Capital Market immediately precedingthe signing of the purchase agreement, upon delivery of a notice of exercise to Odyssey. Under the terms of the second tranche of warrants, the holders have the right for a period of three years after issuance to purchase an aggregate of up to211,565 shares of Odyssey’s common stock at an exercise price of $7.09 per share, which represents 200.0% of the official closing price of Odyssey’s common stock on the Nasdaq Capital Market immediately preceding the signing of thepurchase agreement, upon delivery of a notice of exercise to Odyssey. Upon exercise of the warrants, Odyssey has the option to either (a)deliver the shares of common stock issuable upon exercise or (b)pay to the holder an amount equal tothe difference between (i)the aggregate exercise price payable under the notice of exercise and (ii)the product of (A)the number of shares of common stock indicated in the notice of exercise multiplied by (B)the arithmeticaverage of the daily volume-weighted average price of the common stock on the Nasdaq Capital Market for the five consecutive trading days ending on, and including, the trading day immediately prior to the date of the notice of exercise. The warrantsprovide the holders with a cashless exercise option if Odyssey has announced payment of a dividend or distribution on account of its common stock. The warrants also include customary adjustments to the exercise price and the number of shares ofcommon stock issuable upon exercise in the event of a stock split, recapitalization, reclassification, combination or exchange of shares, separation, reorganization, liquidation, or the like.

In connection with the execution and delivery of the purchase agreement, Odyssey entered into a registration rights agreement pursuant towhich Odyssey agreed to register the offer and sale of the shares of common stock issuable upon exercise of the warrants, which we refer to as the exercise shares. Pursuant to the registration rights agreement, Odyssey agreed to prepare and filewith the SEC a registration statement covering the resale of the exercise shares and to use its reasonable best efforts to have the registration statement declared effective by the SEC as soon as practicable thereafter, subject to stated deadlines.

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Selling Stockholders

The shares of common stock being offered by the selling stockholders are those issuable to the selling stockholders upon exercise of thewarrants. For additional information regarding the issuance of the notes and the warrants, see “Private Placement of Notes and Warrants” above. We are registering the shares of common stock to permit the selling stockholders to offer theshares for resale from time to time.

The table below lists the selling stockholders and other information regarding the beneficialownership of the shares of common stock by the selling stockholders. The second column lists the number of shares of common stock beneficially owned by the selling stockholders, based upon their beneficial ownership, as of May31, 2024, ofshares of common stock, other warrants issued by Odyssey, and the warrants described in this prospectus, assuming exercise of the warrants held by the selling stockholders on that date, subject to any limitation on exercise. The third column liststhe number of shares of common stock being offered by this prospectus by the selling stockholders, without regard to any limitation on exercise of the warrants.

In accordance with the terms of the registration agreement, this prospectus generally covers the resale of that number of shares of commonstock equal to the number of shares of common stock issuable upon exercise of the warrant, without regard to any limitation on exercise of the warrants, determined as if the warrants are exercised in full as of the trading day immediately precedingthe date this registration statement was initially filed with the SEC. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.

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Plan of Distribution

We are registering the shares of common stock issuable upon the exercise of the warrants to permit the resale of these shares of common stockby the holder of the warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to ourobligation to register the shares of common stock.

The selling stockholders may sell all or a portion of the shares of common stock heldby them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible forunderwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time ofsale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:

The selling stockholders may also sell shares of common stock under Rule 144 promulgated under the Securities Act of 1933, as amended, or theSecurities Act, if available, rather than under this prospectus. In addition, the selling stockholders may transfer the shares of common stock by other means not described in this prospectus. If any selling stockholder effects such transactions byselling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholder or commissionsfrom purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of thosecustomary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of theshares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to returnborrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

The selling stockholders may pledge or grant a security interest in some or all of the notes, warrants, or shares of common stock owned by itand, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3)or other applicable provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholdersalso may transfer and donate the shares of common stock in other circ*mstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

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To the extent required by the Securities Act and the rules and regulations thereunder, theselling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts orconcessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will bedistributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constitutingcompensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers ordealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that the selling stockholders will sell any or all of the shares of common stock registered pursuant to theregistration statement, of which this prospectus forms a part.

The selling stockholders and any other person participating in suchdistribution will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchasesand sales of any of the shares of common stock by the selling stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of commonstock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activitieswith respect to the shares of common stock.

We will pay all expenses of the registration of the shares of common stock pursuant to theregistration agreement, estimated to be $ 41,500 in total, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, the selling stockholders will pay allunderwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act in accordance with the registration rights agreements or the sellingstockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the sellingstockholders specifically for use in this prospectus, in accordance with the related registration rights agreements or we may be entitled to contribution.

Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in thehands of persons other than our affiliates.

Legal Matters

The validity of the issuance of the common stock offered by this prospectus for us will be passed upon by Akerman LLP, counsel to OdysseyMarine Exploration, Inc.

Experts

The audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been soincorporated by reference in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

Where You Can Find More Information

We file annual, quarterly and current reports, proxy statements, and other information with the SEC. The SEC maintains an internet website atwww.sec.gov that contains periodic and current reports, proxy and information statements, and other information regarding registrants, including us, that file electronically with the SEC.

We also make available, free of charge, on or through our Internet website, www.odysseymarine.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on Schedule 14A and, if applicable, amendments tothose reports filed or furnished pursuant to Section13(a) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information on or that can be accessed through ourwebsite is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only. In addition, you may request copies of these filings at no cost through our Investor Relations Department at:Odyssey Marine Exploration, 205 S. Hoover Blvd. Suite 210, Tampa, Florida 33609, telephone: (813) 876-1776.

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We have filed with the SEC a registration statement on FormS-1 under the Securities Act, including exhibits, of which this prospectus forms a part, with respect to the shares of common stock that may be offered hereunder. This prospectus does not contain all of theinformation set forth in the registration statement and exhibits thereto. For further information with respect to our company and the shares of common stock offered hereby, reference is made to the registration statement, including the exhibitsthereto. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are summaries and are not necessarily complete and you should refer to the exhibits attached to or incorporated byreference into the registration statement for copies of the actual contract, agreement or other document. Our SEC filings, including the registration statement of which this prospectus forms a part and the exhibits thereto, are available to you forfree on the SEC’s website listed above.

Information Incorporated by Reference

We furnish our stockholders with annual reports containing audited financial statements and other appropriate reports. We also file annual,quarterly, and current reports, proxy statements, and other information with the SEC. Instead of repeating information that we have already filed with the SEC, we are allowed to “incorporate by reference” in this prospectus informationcontained in those documents we have filed with the SEC. These documents are considered to be part of this prospectus.

We incorporate byreference in this prospectus the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the selling stockholders sell all of the shares of common stock offered by thisprospectus:

Any documents that we file with the SEC pursuant to Section13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination orcompletion of the offering made pursuant to this prospectus will also be considered to be part of this prospectus and will automatically update and supersede the information contained in this prospectus; provided, however, we are not incorporatingby reference any documents or portions of documents deemed to have been furnished rather than filed in accordance with SEC rules.

CurrentReports on Form 8-K containing only Regulation FD or Regulation G disclosure furnished under Item 2.02 or 7.01 of Form 8-K are not incorporated herein by reference.

At your verbal or written request, we will provide you, without charge, a copy of any of the documents we have incorporated by reference intothis prospectus but not delivered with the prospectus (other than exhibits to such documents, unless those exhibits are specifically incorporated by reference into the documents that this prospectus incorporates). Requests should be directed to:Odyssey Marine Exploration, Inc., 205 South Hoover Boulevard, Suite 210, Tampa, Florida 33609, Attention: Investor Relations. Our telephone number is (813) 876-1776.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to bemodified or superseded for purposes of the document to the extent that a statement contained in this document or any other subsequently filed document that is deemed to be incorporated by reference into this document modifies or supersedes thestatement.

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2,030,735 Shares

Common Stock