NASDAQ false 0000798528 0000798528 2025-02-25 2025-02-25

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2025

 

 

ODYSSEY MARINE EXPLORATION, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada   001-31895   84-1018684

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

205 S. Hoover Blvd., Suite 210

Tampa, Florida 33609

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (813) 876-1776

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

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 (see General Instruction A.2. below):

 

  ☐

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   OMEX   NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 25, 2025, the board of directors (the “Board”) of Odyssey Marine Exploration, Inc. (“Odyssey”) increased the size of the Board from four directors to five directors and appointed Larissa Pommeraud to fill the resulting vacancy, effective as of March 1, 2025. Ms. Pommeraud will hold office until Odyssey’s 2025 annual meeting of stockholders, where she is expected to stand for re-election, or until her earlier death, resignation, or removal. Ms. Pommeraud will serve as a member of the Governance and Nominating Committee and the Compensation Committee.

In connection with Ms. Pommeraud’s appointment, the Board determined that Ms. Pommeraud meets the independence requirements of the Nasdaq Capital Market and the independence standards set forth in Item 407(a) of Regulation S-K. Ms. Pommeraud does not have (a) any arrangement or understanding with any other person pursuant to which she was appointed as a director, or (b) any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Ms. Pommeraud does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Pommeraud will be compensated for being a director and serving on committees on the same basis as all directors.

Ms. Pommeraud brings more than 20 years of strategic, governance, financial, business development, and operations leadership experience to the board. She currently serves as Chief Operating Officer of Agno Health, Inc., a provider of mental health solutions, and as Board Chair of Marine Applied Research and Exploration (MARE), an organization with the mission to explore and document deep-water ecosystems to assist in their conservation and management. She previously served as Chief Product Officer of League One Volleyball, Global General Manager of Emerging Businesses at Art.com, Head of Strategy & Corporate Development for StubHub, VP of Brand and Business Strategy at Arnold Worldwide, and Strategy Consultant as well as Head of North American Marketing and EMEA Strategy and Operations at Bain & Company.

Ms. Pommeraud earned her B.A. degree in Economics and Environmental Science & Public Policy from Harvard University and her M.B.A. from INSEAD.

 

Item 8.01

Other Events.

On March 3, 2025, Odyssey issued a press release announcing Ms. Pommeraud’s appointment to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The filing of and information included in this Current Report on Form 8-K, including all exhibits hereto, should not be deemed any admission as to the materiality of any information required to be disclosed solely by Regulation FD.

 

Item 9.01.

Financial Statements and Exhibits.

 

  (a)

Financial Statements of Businesses Acquired.

Not applicable.

 

  (b)

Pro Forma Financial Information.

Not applicable.

  (c)

Shell Company Transactions.

Not applicable.

 

  (d)

Exhibits.

 

99.1    Press release issued by Odyssey on March 3, 2025.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 3, 2025     By:  

/s/ Mark D. Gordon

            Mark D. Gordon
            Chief Executive Officer

Exhibit 99.1

 

LOGO   PRESS RELEASE

CONTACT:

Liz Shows

Odyssey Marine Exploration, Inc.

(813) 876-1776

lshows@odysseymarine.com

Odyssey Marine Exploration Appoints Larissa Pommeraud to its Board of Directors

TAMPA, Fla., March 3, 2025 (BUSINESSWIRE) – Odyssey Marine Exploration, Inc. (NASDAQ: OMEX), a global leader in ocean exploration and sustainable mineral resource development, today announced the appointment of Larissa Pommeraud to its Board of Directors.

“We are delighted to welcome Ms. Pommeraud to the Board. Her expertise in corporate strategy will play a critical role in shaping Odyssey’s long-term vision for sustainable mineral sourcing, supporting the clean energy transition, and ensuring a stable phosphate supply to strengthen global food security,” said Mark Gordon, Odyssey’s Chief Executive Officer and Chairman of the Board of Directors. “Having served alongside her on the Board of Marine Applied Research and Exploration (MARE) for nearly six years, I have seen firsthand her deep commitment to responsible exploration and environmental sustainability—values that align closely with Odyssey’s mission.”

Ms. Pommeraud brings extensive experience in corporate leadership, strategy, and environmental sustainability, with a strong focus on balancing economic growth with responsible resource management.

Ms. Pommeraud currently advises a diverse portfolio of companies, including Agno Health, where she also serves as fractional Chief Operating Officer. She is also the Chairman of the Board for Marine Applied Research and Exploration (MARE), a nonprofit organization dedicated to advancing deep-sea research and conservation through cutting-edge robotic technology. In this role, she oversees strategy, finance, governance, and business development efforts, helping expand MARE’s global impact on deep-sea exploration, marine ecosystem protection, and sustainable resource management.

Previously, Ms. Pommeraud held executive leadership roles in several sports and arts-oriented e-commerce companies including StubHub, Art.com, Minted, and League One Volleyball. She also served on multiple for-profit boards for eBay/StubHub sports-tech investments. Before that, she spent 14 years at top tier management consultancy, Bain & Company, as both a strategy consultant and leader of Bain’s North America marketing and EMEA strategy and operations.

Ms. Pommeraud has a deep-rooted passion and background in environmental sustainability. She began her career with an inspiring multi-year internship pioneering corporate environmental responsibility at Interface, Inc. (see the “Beyond Zero” documentary) and at the United States Environmental Protection Agency (EPA), where she helped develop the first Federal Climate Change Mitigation Guide to improve the government’s energy efficiency and reduce greenhouse gas emissions.

She earned her Bachelor of Arts degree in Economics and Environmental Science & Public Policy from Harvard University, graduating Magna Cum Laude, and holds a Master of Business Administration degree from INSEAD (Institut Européen d’Administration des Affaires).

About Odyssey Marine Exploration

Odyssey Marine Exploration, Inc. (NASDAQ: OMEX) is a global leader in ocean exploration with over 30 years of experience. The company is committed to the sustainable and responsible discovery, validation, and advancement of seafloor critical mineral projects, including polymetallic nodules for battery metals and subsea phosphate deposits for fertilizers. Offering comprehensive research, marine operations, and regulatory compliance support, Odyssey works with governments and seafloor rights holders worldwide. Odyssey develops its projects in collaboration with a global network of partners, academics, and industry professionals who share its commitment to environmentally sound solutions to obtain minerals that will address present and future global challenges. Learn more at www.odysseymarine.com.

Forward Looking Information

Odyssey Marine Exploration believes the information set forth in this Press Release may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. Certain factors that could cause results to differ materially from those projected in the forward-looking statements are set forth in “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission on May 17, 2024. The financial and operating projections as well as estimates of mining assets are based solely on the assumptions developed by Odyssey that it believes are reasonable based upon information available to Odyssey as of the date of this release. All projections and estimates are subject to material uncertainties and should not be viewed as a prediction or an assurance of actual future performance. The validity and accuracy of Odyssey’s projections will depend upon unpredictable future events, many of which are beyond Odyssey’s control and, accordingly, no assurance can be given that Odyssey’s assumptions will prove true or that its projected results will be achieved.

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Entity Central Index Key 0000798528
Document Type 8-K
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Entity Registrant Name ODYSSEY MARINE EXPLORATION, INC.
Entity Incorporation State Country Code NV
Entity File Number 001-31895
Entity Tax Identification Number 84-1018684
Entity Address, Address Line One 205 S. Hoover Blvd.
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Odyssey Marine Exploration (NASDAQ:OMEX)
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