Securities Registration: Employee Benefit Plan (s-8)
16 Setembro 2022 - 6:22PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 16, 2022
Registration No.:
333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ODYSSEY MARINE EXPLORATION, INC.
(Exact name of registrant as specified in its charter)
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| Nevada |
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84-1018684 |
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incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
205 S. Hoover Boulevard, Suite 210
Tampa, Florida 33609
(813) 876-1776
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
2019 STOCK INCENTIVE PLAN
(Full title of the plan)
Christopher E. Jones, Chief Financial Officer
205 S. Hoover Boulevard, Suite 210
Tampa, Florida 33609
(813) 876-1776
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David
M. Doney, Esq.
Akerman LLP
401 East Jackson Street, Suite 1700
Tampa, Florida 33602
Telephone: (813) 209-5070
Facsimile: (813) 218-5404
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large Accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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| Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☒ |
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Emerging growth company |
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☐ |
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 7(a)(2)(B) of the Securities Act. ☐
PART II
Explanatory Note
This
Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,600,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of Odyssey Marine
Exploration, Inc. (the “Registrant”) that may be issued pursuant to the Registrant’s 2019 Stock Incentive Plan (the “Plan”). The Registrant previously registered 800,000 shares of Common Stock for issuance under the Plan
pursuant to a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 12, 2019 (File No. 333- 232629). Pursuant to General
Instruction E to Form S-8, the contents of such Registration Statement on Form S 8 are hereby incorporated by reference herein, except to the extent supplemented or amended or superseded by the information set
forth herein.
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration Statement or incorporated by reference herein.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida,
on September 16, 2022.
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| ODYSSEY MARINE EXPLORATION, INC. |
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| By: |
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/s/ Christopher E. Jones |
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Christopher E. Jones |
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Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the directors and/or executive officers of Odyssey Marine Exploration, Inc. whose
signature appears below hereby appoints Mark D. Gordon and Christopher E. Jones, and each of them severally, as his attorney-in-fact to sign in his name and on his
behalf, in any and all capacities stated below and to file with the Securities and Exchange Commission, any and all amendments, including post-effective amendments to this registration statement, making such changes in the registration statement as
appropriate, and any registration statement filed pursuant to Rule 462(b) of the Act prepared in connection therewith, and generally to do all such things in their behalf in their capacities as officers and directors to enable Odyssey Marine
Exploration, Inc. to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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| /s/ Mark D. Gordon
Mark D. Gordon |
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Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
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September 16, 2022 |
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| /s/ Christopher E. Jones
Christopher E. Jones |
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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September 16, 2022 |
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| /s/ Laura L. Barton
Laura L. Barton |
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Executive Vice President and Director |
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September 16, 2022 |
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| /s/ John C. Abbott
John C. Abbott |
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Director |
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September 16, 2022 |
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| Mark
B. Justh |
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Director |
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| /s/ James S. Pignatelli
James S. Pignatelli |
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Director |
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September 16, 2022 |
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| /s/ Jon D. Sawyer
Jon D. Sawyer |
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Director |
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September 16, 2022 |
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| /s/ Todd E. Seigel
Todd E. Seigel |
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Director |
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September 16, 2022 |
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