ODYSSEY MARINE EXPLORATION INC, 10-Q filed on 11/13/2024
Quarterly Report
v3.24.3
Cover Page - shares
 9 Months Ended
Sep. 30, 2024
Nov. 11, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Entity Registrant Name ODYSSEY MARINE EXPLORATION, INC.  
Entity Central Index Key 0000798528  
Entity Filer Category Non-accelerated Filer  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Shell Company false  
Entity Small Business true  
Entity Emerging Growth Company false  
Trading Symbol OMEX  
Title of 12(b) Security Common Stock  
Security Exchange Name NASDAQ  
Entity Common Stock, Shares Outstanding   21,730,370
Entity File Number 001-31895  
Document Quarterly Report true  
Document Transition Report false  
Entity Incorporation, State or Country Code NV  
Entity Tax Identification Number 84-1018684  
Entity Address, Address Line One 205 S. Hoover Blvd  
Entity Address, City or Town Tampa  
Entity Address, Postal Zip Code 33609  
City Area Code 813  
Local Phone Number 876-1776  
Entity Address, Address Line Two Suite 210  
Entity Address, State or Province FL  
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
Sep. 30, 2024
Dec. 31, 2023
CURRENT ASSETS    
Cash and cash equivalents $ 2,859,267 $ 4,021,720
Accounts and other related party receivables 84,123 110,320
Other current assets 278,736 743,439
Total current assets 3,222,126 4,875,479
NON-CURRENT ASSETS    
Investment in unconsolidated entities 9,924,954 9,001,646
Option to purchase equity securities in related party 6,200,730 6,373,402
Bismarck exploration license 1,821,251 1,821,251
Property and equipment, net 554,872 524,656
Right of use - operating leases 0 121,568
Other non-current assets 34,295 34,295
Total non-current assets 18,536,102 17,876,818
Total assets 21,758,228 22,752,297
CURRENT LIABILITIES    
Accounts payable 406,515 345,378
Accrued expenses 9,605,818 8,493,358
Operating lease liability, current portion 0 129,140
Forward contract liability 1,446,796 1,446,796
Put option liability 108,437 5,637,162
Loans payable, current portion 19,383,847 15,413,894
Total current liabilities 30,951,413 31,465,728
LONG-TERM LIABILITIES    
Loans payable 3,793,728 7,903,074
Warrant liabilities 4,411,645 15,792,385
Litigation financing and other 58,816,331 52,817,938
Deferred contract liability 507,034 679,706
Total long-term liabilities 67,528,738 77,193,103
Total liabilities 98,480,151 108,658,831
Commitments and contingencies (Note 8)
STOCKHOLDERS' DEFICIT    
Preferred stock – $.0001 par value; 24,984,166 shares authorized; none outstanding 0 0
Common stock - $.0001 par value; 75,000,000 shares authorized; 20,863,100 and 20,420,896 issued and outstanding 2,086 2,042
Additional paid-in capital 259,373,077 263,616,186
Accumulated deficit (275,437,800) (296,096,957)
Total stockholders' deficit before non-controlling interest (16,062,637) (32,478,729)
Non-controlling interest (60,659,286) (53,427,805)
Total stockholders' deficit (76,721,923) (85,906,534)
Total liabilities and stockholders' deficit $ 21,758,228 $ 22,752,297
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 24,984,166 24,984,166
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 75,000,000 75,000,000
Common stock, shares issued 20,863,100 20,420,896
Common stock, shares outstanding 20,863,100 20,420,896
v3.24.3
Condensed Consolidated Statements of Operations - Unaudited - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
REVENUE        
Revenue $ 213,901 $ 175,876 $ 632,530 $ 637,190
OPERATING EXPENSES        
Marketing, general and administrative 1,733,247 1,564,156 7,972,626 5,189,410
Operations and research 1,348,817 1,067,142 3,261,199 3,562,705
Total operating expenses 3,082,064 2,631,298 11,233,825 8,752,115
LOSS FROM OPERATIONS (2,868,163) (2,455,422) (10,601,295) (8,114,925)
OTHER INCOME (EXPENSE)        
Interest income 108,047 655 115,770 412,611
Interest expense (1,668,358) (1,836,153) (5,322,125) (3,617,336)
Income / (Loss) on equity method investment 250,857 (190,000) (96,508) (190,000)
Change in derivative liabilities fair value 19,542,434 (1,859,147) 18,471,872 (1,574,658)
Gain / (Loss) on debt extinguishment 0 0 0 21,177,200
Gain/ (loss) sale of wholly owned entity 0 174,107 0 174,107
Residual Economic Interest In Shipwreck 439,006 0 9,839,006 0
Other 431,612 113,102 1,020,956 (1,494,581)
Total other income (expense) 19,103,598 (3,597,436) 24,028,971 14,887,343
INCOME/(LOSS) BEFORE INCOME TAXES 16,235,435 (6,052,858) 13,427,676 6,772,418
Income tax benefit 0 0 0 0
NET INCOME (LOSS) BEFORE NON-CONTROLLING INTEREST 16,235,435 (6,052,858) 13,427,676 6,772,418
Net loss attributable to non-controlling interest 2,452,801 2,239,573 7,231,481 6,790,375
NET INCOME/(LOSS) attributable to Odyssey Marine Exploration, Inc $ 18,688,236 $ (3,813,285) $ 20,659,157 $ 13,562,793
NET INCOME/(LOSS) PER SHARE        
Basic $ 0.9 $ (0.19) $ 1.01 $ 0.68
Diluted $ 0.13 $ (0.19) $ (0.11) $ 0.46
Weighted average number of common shares outstanding        
Basic 20,665,783 20,025,067 20,524,779 19,871,381
Diluted 25,219,258 20,025,067 25,914,533 21,536,962
Marine Services [Member]        
REVENUE        
Revenue $ 207,363 $ 190,699 $ 590,248 $ 628,907
Operating and Other [Member]        
REVENUE        
Revenue $ 6,538 $ (14,823) $ 42,282 $ 8,283
v3.24.3
Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($)
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Non-controlling Interest [Member]
Beginning Balance at Dec. 31, 2022 $ (88,674,942) $ 1,954 $ 256,963,264 $ (301,442,776) $ (44,197,384)
Share-based compensation 538,900   538,900    
Director compensation paid in share-based instruments 292,250 14 292,236    
Common stock issued for debt extinguishment 1,303,349 39 1,303,310    
Fair value of warrants issued 3,926,963   3,926,963    
Net income/(loss) 6,772,418     13,562,793 (6,790,375)
Ending Balance at Sep. 30, 2023 (75,841,062) 2,007 263,024,673 (287,879,983) (50,987,759)
Beginning Balance at Jun. 30, 2023 (70,648,431) 1,998 262,164,455 (284,066,698) (48,748,186)
Share-based compensation 166,078 9 166,069    
Common stock issued for debt extinguishment 303,340   303,340    
Fair value of warrants issued 390,809   390,809    
Net income/(loss) (6,052,858)     (3,813,285) (2,239,573)
Ending Balance at Sep. 30, 2023 (75,841,062) 2,007 263,024,673 (287,879,983) (50,987,759)
Beginning Balance at Dec. 31, 2023 (85,906,534) 2,042 263,616,186 (296,096,957) (53,427,805)
Share-based compensation 1,666,318 1 1,666,317    
Cancellation of stock awards for payment of withholding tax requirements (16,398)   (16,398)    
Director fees settled with stock options 246,150   246,150    
Fair value of warrants classified as liabilities (7,754,438)   (7,754,438)    
Common stock issued for convertible debt conversion 1,185,734 33 1,185,701    
Common stock issued and exchanged with related party 429,569 10 429,559    
Net income/(loss) 13,427,676     20,659,157 (7,231,481)
Ending Balance at Sep. 30, 2024 (76,721,923) 2,086 259,373,077 (275,437,800) (60,659,286)
Beginning Balance at Jun. 30, 2024 (93,917,489) 2,059 258,412,973 (294,126,036) (58,206,485)
Share-based compensation 101,785   101,785    
Common stock issued for convertible debt conversion 858,346 27 858,319    
Net income/(loss) 16,235,435     18,688,236 (2,452,801)
Ending Balance at Sep. 30, 2024 $ (76,721,923) $ 2,086 $ 259,373,077 $ (275,437,800) $ (60,659,286)
v3.24.3
Condensed Consolidated Statements of Cash Flows - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net income/(loss) $ 16,235,435 $ (6,052,858) $ 13,427,676 $ 6,772,418  
Adjustments to reconcile net income/(loss) to net cash provided by (used in) operating activities:          
Services provided to unconsolidated entities     (590,248) (628,907)  
Depreciation     58,164 236,192  
Financing fees amortization     77,443 502,729  
Amortization of finance liability     71,395 274,152  
Amortization of deferred discount     2,892,088 1,412,726  
Note payable interest accretion     1,773,903 963,596  
Note interest paid-in-kind ("PIK")     1,204,226 468,891  
Note receivable interest accretion     0 (288,991)  
Right of use asset amortization     121,568 132,085  
Share-based compensation     1,666,318 538,900  
Loss on equity method investment     96,509 190,000  
Gain on debt extinguishment, net of note receivable write-off 0 0 0 (21,177,200)  
Gain on sale of equipment     0 (40,000)  
Change in derivatives liability fair value (19,542,434) 1,859,147 (18,471,872) 1,574,658  
Director fees settled with stock options     246,150 0  
(Increase) decrease in:          
Accounts and other related party receivables     26,197 (3,087)  
Short-term notes receivable related party     0 514,294  
Change in operating lease liability     (129,140) (137,259)  
Other assets     464,703 212,843  
Increase (decrease) in:          
Accounts payable     30,321 (1,005,903)  
Accrued expenses and other     (554,326) 746,039  
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES     2,411,075 (8,741,824)  
CASH FLOWS FROM INVESTING ACTIVITIES:          
Proceeds from sale of equipment     0 323,103 $ 4,500,000
Purchase of property and equipment     (88,380) (578,554)  
Cash paid for investment in unconsolidated entity     0 (1,000,000)  
Proceeds from related party     0 1,000,000  
Gain on sale of entity     0 (174,106)  
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES     (88,380) (429,557)  
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from issuance of loans payable     0 15,415,000  
Repurchase of stock-based awards withheld for payment of withholding tax requirements     (16,398) 0  
Offering Cost Paid on Financing     0 (98,504)  
Payment of debt obligation     (3,468,750) (11,379,677)  
Proceeds from sale leaseback financing, net     0 4,050,000  
Proceeds from warrants exercised     0 303,349  
Warrants issued     0 184,601  
Payment on sale leaseback financing     0 (235,000)  
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES     (3,485,148) 8,239,769  
NET INCREASE/(DECREASE) IN CASH     (1,162,453) (931,612)  
CASH AT BEGINNING OF PERIOD     4,021,720 1,443,421 1,443,421
CASH AT END OF PERIOD $ 2,859,267 $ 511,809 2,859,267 511,809 $ 4,021,720
SUPPLEMENTAL CASH FLOW INFORMATION:          
Interest paid     $ 430,282 $ 86,687  
NON-CASH INVESTING AND FINANCING TRANSACTIONS:          
Conversion of debt to common stock     1,185,701 1,000,000  
Warrants Issued     $ 0 $ 3,742,362  
Director compensation settled with equity     246,150 0  
Ocean Minerals, LLC acquisition liabilities     0 5,719,834  
Non-cash contribution of Investment in Odyssey Retriever, Inc. for equity interest in OML     0 2,735,000  
Non-cash financing related to litigation financing     $ 0 $ 4,633  
v3.24.3
Pay vs Performance Disclosure - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ 18,688,236 $ (3,813,285) $ 20,659,157 $ 13,562,793
v3.24.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Basis of Presentation
 9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation

NOTE 1 – BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements of Odyssey Marine Exploration, Inc. and subsidiaries (the “Company,” “Odyssey,” “us,” “we” or “our”) have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and the instructions to Form 10-Q and, therefore, do not include all information and footnotes normally included in financial statements prepared in accordance with generally accepted accounting principles. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

In the opinion of management, these financial statements reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation of these interim condensed consolidated financial statements. Operating results for the three and nine months ended September 30, 2024, are not necessarily indicative of the results that may be expected for the full year.

 

Going Concern Consideration

 

We have experienced several years of net losses and may continue to do so. Our ability to generate net income or positive cash flows for the following twelve months is dependent upon financings, our success in developing and monetizing our interests in mineral exploration entities, generating income from contracted services, and collecting amounts owed to us.

 

Our 2024 business plan requires us to generate new cash inflows to effectively allow us to perform our planned projects. We continually plan to generate new cash inflows through the monetization of our receivables and equity stakes in seabed mineral companies, financings, syndications or other partnership opportunities. If cash inflow becomes insufficient to meet our desired projected business plan requirements, we would be required to follow a contingency business plan based on curtailed expenses and fewer cash requirements.

 

In 2024, we received a payment of approximately $9.8 million arising from a residual economic interest in a salvaged shipwreck. The balance of those proceeds, together with other anticipated cash inflows, is expected to provide sufficient operating funds through at least the fourth quarter of 2024.

 

Our consolidated non-restricted cash balance at September 30, 2024 was $2.9 million. We have a working capital deficit at September 30, 2024 of $27.7 million. The total consolidated book value of our assets was approximately $21.8 million at September 30, 2024, which includes cash of $2.9 million. The fair market value of these assets may differ from their net carrying book value. The factors noted above raise substantial doubt about our ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.
v3.24.3
Summary of Significant Accounting Policies
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

This summary of significant accounting policies of the Company is presented to assist in understanding our condensed consolidated financial statements. The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity and have prepared them in accordance with our customary accounting practices.

 

Principles of Consolidation

 

The condensed consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries, both domestic and international. Equity investments in which we exercise significant influence but do not control and of which we are not the primary beneficiary are accounted for using the equity method. All significant inter-company and intra-company transactions and balances have been eliminated. The portion of the consolidated subsidiaries not owned by the Company and any related activity is eliminated through non-controlling interests in the condensed consolidated balance sheets and net income or loss attributable to redeemable non-controlling interests in the condensed consolidated statements of operations. The results of operations attributable to the non-controlling interest are presented within equity and net income or loss and are shown separately from the Company’s equity and net income attributable to the Company. Some of the existing inter-company balances, which are eliminated upon consolidation, include features allowing the liabilities of Exploraciones Oceánicas S. de R.L. de CV (“ExO”) and Oceanica Resources, S. de R.L. (“Oceanica”), majority-owned subsidiaries of the Company, to be converted into additional equity of a subsidiary, which, if exercised, could increase the Company’s direct or indirect interest in the non-wholly owned subsidiaries.

Use of Estimates

 

Management used estimates and assumptions in preparing these condensed consolidated financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Actual results could vary from the estimates that were used.

 

Bismarck Exploration License

 

The Company follows the guidance pursuant to Financial Accounting Standards Board (“FASB”) ASC 350, “Intangibles-Goodwill and Other” (“ASC 350”) in accounting for the exploration license held by Bismarck Mining Corporation, Ltd., (the “Bismarck Exploration License”). Management determined the rights to use the license to have an indefinite life. This assessment is based on the historical success of renewing the license every two years since 2006, and the fact that management believes there are no legal, regulatory, or contractual provisions that would limit the useful life of the asset. The Company was notified in November 2023 that the 2022 exploration license renewal application was approved. The Bismarck Exploration License is not dependent on another asset or group of assets that could potentially limit the useful life of the Bismarck Exploration License. We test the Bismarck Exploration License for impairment annually, and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired, per the guidance of the ASC 350. We did not have any impairment indicators for the three and nine months ended September 30, 2024 and 2023.

 

Investment in Unconsolidated Entities

 

As discussed in Note 6, Investment in Unconsolidated Entities, the Company has cost basis method investments and equity method investments with related parties. As of September 30, 2024 and December 31, 2023, there were no variable interest entities (“VIE”) for which the Company was the primary beneficiary. We also review these investments for any potential impairment annually.

 

Long-Lived Assets

 

We did not have any impairment indicators related to long-lived assets for the three and nine months ended September 30, 2024 and 2023.

 

Earnings Per Share (“EPS”)

 

Basic EPS has been computed pursuant to FASB ASC Topic 260, Earnings Per Share, and is computed by dividing income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that would occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in our earnings. We use the treasury stock method to compute potential common shares from stock options, restricted stock units and warrants and use the if-converted method to compute potential common shares from preferred stock, convertible notes or other convertible securities.

 

Dilutive common stock equivalents include the dilutive effect of in-the-money stock equivalents, which are calculated based on the average share price for each period using the treasury stock method, excluding any common stock equivalents if their effect would be anti-dilutive. The potential common shares in the following tables represent potential common shares from outstanding options, restricted stock awards, convertible notes and other convertible securities that were excluded from the calculation of diluted EPS during periods due to having an anti-dilutive effect are:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Average market price during the period

 

$

3.75

 

 

$

3.79

 

 

$

4.16

 

 

$

3.41

 

Option awards

 

 

1,233,090

 

 

 

1,116,855

 

 

 

1,529,824

 

 

 

1,098,433

 

Unvested restricted stock awards

 

 

—

 

 

 

207,200

 

 

 

10,087

 

 

 

10,999

 

Convertible notes

 

 

—

 

 

 

573,813

 

 

 

—

 

 

 

—

 

Common Stock Warrant related

 

 

5,878,427

 

 

 

12,096,169

 

 

 

2,174,716

 

 

 

7,156,654

 

Put Options

 

 

—

 

 

 

3,994,419

 

 

 

—

 

 

 

—

 

 

The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Odyssey Marine Exploration, Inc.

 

$

18,688,236

 

 

$

(3,813,285

)

 

$

20,659,157

 

 

$

13,562,793

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) available to stockholders

 

$

18,688,236

 

 

$

(3,813,285

)

 

$

20,659,157

 

 

$

13,562,793

 

Income (loss) on equity method investment

 

 

746,505

 

 

 

—

 

 

 

(256,062

)

 

 

—

 

Fair value change of debt instruments

 

 

(5,285,472

)

 

 

—

 

 

 

(5,528,725

)

 

 

(214,339

)

Fair value change of warrants

 

 

(10,798,965

)

 

 

—

 

 

 

(17,394,715

)

 

 

(3,398,976

)

Fair value change of convertible debt

 

 

(6,279

)

 

 

—

 

 

 

(360,690

)

 

 

—

 

Diluted net income (loss) available to stockholders

 

$

3,344,025

 

 

$

(3,813,285

)

 

$

(2,881,035

)

 

$

9,949,478

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding – Basic

 

 

20,665,783

 

 

 

20,025,067

 

 

 

20,524,779

 

 

 

19,871,381

 

Dilutive effect of options

 

 

24,862

 

 

 

—

 

 

 

—

 

 

 

5,236

 

Dilutive effect of other derivative instruments

 

 

3,871,880

 

 

 

—

 

 

 

3,871,880

 

 

 

174,754

 

Dilutive effect of warrants

 

 

519,690

 

 

 

—

 

 

 

1,386,386

 

 

 

91,459

 

Dilutive effect of convertible instruments

 

 

137,043

 

 

 

—

 

 

 

131,488

 

 

 

1,394,132

 

Weighted average common shares outstanding – Diluted

 

 

25,219,258

 

 

 

20,025,067

 

 

 

25,914,533

 

 

 

21,536,962

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.90

 

 

$

(0.19

)

 

$

1.01

 

 

$

0.68

 

Diluted

 

$

0.13

 

 

$

(0.19

)

 

$

(0.11

)

 

$

0.46

 

 

Segment Reporting

 

We evaluate the products and services that produce our revenue and the geographical regions in which we operate to determine reportable segments in accordance with ASC 280 – Segment Reporting. Based on that evaluation, we have determined that we have only one operating segment.

 

Accounting Standards Not Yet Adopted

 

In November 2023, the FASB issued new guidance on segment reporting (ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”). This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company operates in one reportable segment; however, it is currently evaluating the effect that implementation of this standard will have on the Company’s condensed consolidated financial statements and disclosures.

 

In December 2023, the FASB issued new guidance on income tax disclosures (ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”). Among other requirements, this update adds specific disclosure requirements for income taxes, including: (1) disclosing specific categories in the rate reconciliation and (2) providing additional information for reconciling items that meet quantitative thresholds. The guidance is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the impact of the adoption of ASU 2023-09 on the Company’s condensed consolidated financial statements and disclosures.

 

Other recent accounting pronouncements issued by the FASB, the AICPA and the SEC did not or are not believed by management to have a material effect, if any, on the Company’s financial statements.
v3.24.3
Accounts Receivable and Other Related Party , Net
 9 Months Ended
Sep. 30, 2024
Receivables [Abstract]  
Accounts Receivable and Other Related Party, Net

NOTE 3 – ACCOUNTS RECEIVABLE AND OTHER RELATED PARTY, NET

 

Our accounts receivable consist of the following:

 

 

September 30, 2024

 

 

December 31, 2023

 

Related party (see Notes 5 and 6)

 

$

67,320

 

 

$

46,394

 

Other

 

 

16,803

 

 

 

63,926

 

Total accounts receivable and other, net

 

$

84,123

 

 

$

110,320

 
v3.24.3
Other Current Assets
 9 Months Ended
Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Other Current Assets

NOTE 4 – OTHER CURRENT ASSETS

Our other current assets consisted of the following:

 

 

 

September 30, 2024

 

 

December 31, 2023

 

Prepaid assets

 

$

135,917

 

 

$

608,353

 

Other

 

 

107,553

 

 

 

119,820

 

Deposits

 

 

35,266

 

 

 

15,266

 

Total other current assets

 

$

278,736

 

 

$

743,439

 

All prepaid expenses are amortized on a straight-line basis over the term of the underlying agreements. Deposits may be held by various entities for equipment, services, and in accordance with agreements in the normal course of business.
v3.24.3
Related Party Transactions
 9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
Related Party Transactions

NOTE 5 – RELATED PARTY TRANSACTIONS

 

CIC Limited

The Company provides services to and owns approximately 15.3% of the equity interests in CIC Limited (“CIC”), a deep-sea mineral exploration company. The Company’s lead director, Mark B. Justh, made an investment into CIC’s parent company and indirectly owns approximately 11.5% of CIC. We believe Mr. Justh’s indirect ownership in CIC does not impair his independence under applicable rules, and Odyssey’s board of directors has formed a special committee of disinterested directors to address any matters relating to CIC. The Company is providing services to CIC in accordance with the terms of a Services Agreement pursuant to which Odyssey provides certain back-office services to CIC in exchange for a recurring monthly fee, as well as other deep-sea mineral related services on a cost-plus profit basis and is compensated for these services with a combination of cash and equity in CIC.

We invoiced CIC for technical services a total of $0.1 million and $0.1 million for the three months ended September 30, 2024 and 2023, respectively, and $0.4 million and $0.6 million for the nine months ended September 30, 2024 and 2023, respectively, which are recorded in Marine services in our condensed consolidated statements of operations. The Company is paid in equity for its services. In addition, the Company has the option to accept equity for payment of cash expenditures due from CIC in lieu of cash. The Company has not opted to accept equity from CIC in lieu of cash for its cash expenditures.

Ocean Minerals, LLC

The Company provides services to Ocean Minerals, LLC (“OML”), a deep-sea mineral exploration company in which we hold approximately 7.0% of the equity interests (see Note 6, Investment in Unconsolidated Entities). The Company is providing these services to OML pursuant to the Contribution Agreement (defined below) that provides for deep-sea mineral related services on a cost-plus profit basis and will be compensated for these services with equity in OML.

See Note 6, Investment in Unconsolidated Entities, for amounts the Company invoiced OML during the three and nine months ended September 30, 2024 and 2023.

Salvage Agreement

The Company held a 40% interest in proceeds under a salvage agreement from our legacy shipwreck business. A company controlled by Mr. Justh obtained the right to the remaining 60% of those proceeds from an unrelated third party in exchange for the obligation to finance legal expenses relating to the recovery of the proceeds, pursuant to a funding arrangement to which the Company is also a party. Odyssey and Mr. Justh’s controlled entity were responsible for any remaining legal costs on a pro rata basis.

In 2024, the Company received payments of approximately $9.8 million arising from its residual economic interest in one of the shipwrecks, which is recorded in Residual economic interest in shipwreck in our condensed consolidated statements of operations. The entity controlled by Mr. Justh also received a payment arising from the shipwreck.

Oceanica and ExO

Odyssey and its subsidiary, Oceanica Marine Operations S.R.L. (“OMO”), hold three notes (the “Oceanica-ExO Notes”) issued and/or guaranteed by our majority-owned subsidiaries, ExO and Oceanica, in the aggregate principal amount of approximately $23.0 million, which was advanced to ExO and Oceanica to fund working capital, exploration and legal expenses. Approximately $11.4 million was advanced to ExO and Oceanica between 2012 and 2014, and approximately $7.6 million between 2015 and 2017; the balance has been advanced since 2017. In addition, Odyssey provides management and administrative services to ExO and funds ExO’s ongoing administrative expenses pursuant to a services agreement in exchange for a recurring monthly fee and reimbursement of funded amounts. The Oceanica-ExO Notes and outstanding receivables under the management and services agreement accrue interest at 18% per annum. Certain of Odyssey’s former and current directors and officers are also directors or officers of ExO and Oceanica.

As of September 30, 2024 and December 31, 2023, the aggregate outstanding amount, including accrued interest, of the Oceanica-ExO Notes was approximately $119.3 million and $105.0 million, respectively, and the aggregate receivable pursuant to the management and services agreement was approximately $1.4 million and $0.7 million as of September 30, 2024 and December 31, 2023, respectively.

Certain Stockholders

We have entered into financing transactions with certain stockholders that beneficially own more than five percent of our Common Stock.

•
FourWorld Capital Management LLC (“FourWorld”) beneficially owns approximately 20.0% of our Common Stock.
o
Part of that holding includes two of FourWorld’s funds, each of which individually beneficially owns more than five percent of our Common Stock as of September 30, 2024, and has participated in our financial transactions: each of FW Deep Value Opportunities Fund LLC and FourWorld Global Opportunities Fund, Ltd beneficially owns approximately 6.0% of our Common Stock.
•
Funds managed by Two Seas Capital LP (“Two Seas”) own approximately 9.99% of our Common Stock after giving effect to the 9.99% beneficial ownership limitation applicable to warrants held by its funds as of September 30, 2024.

2022 Equity Transaction

On June 10, 2022, we completed the 2022 Equity Transaction, in which:

•
FourWorld funds purchased 292,628 shares of our Common Stock and 2022 Warrants (as defined below) to purchase 292,628 shares of our Common Stock.
•
Two Seas purchased 447,761 shares of our Common Stock and 2022 Warrants to purchase 447,761 shares of our Common Stock.

On August 31, 2023, FourWorld exercised 2022 Warrants to purchase 1,000 shares of Common Stock at $3.35 per share. As of September 30, 2024, FourWorld and Two Seas held 2022 Warrants to purchase 291,628 shares of our Common Stock and 447,761 shares of our Common Stock, respectively, at an exercise price of $3.35 per share.

March 2023 Note Purchase Agreement

On March 6, 2023, we entered into the March 2023 Note Purchase Agreement, pursuant to which we issued the March 2023 Note and the March 2023 Warrants. FourWorld and Two Seas each purchased portions of the March 2023 Note and March 2023 Warrants. Principal and interest payments during the nine months ended September 30, 2024 are detailed below, and there was no interest paid during the nine months ended September 30, 2023.

•
FourWorld: Interest expense for the March 2023 Note held by FourWorld amounted to $31,899 and $97,575 for the three and nine months ended September 30, 2024. During the nine months ended September 30, 2024, $64,293 of interest expense was capitalized to principal as paid-in-kind and $33,282 was paid in cash. On September 6, 2024, the Company made a cash principal payment amounting to $0.2 million. As of September 30, 2024, FourWorld held March 2023 Warrants to purchase 285,715 shares of our Common Stock at an exercise price of $3.78 per share.
•
Two Seas: Interest expense for the March 2023 Note held by Two Seas amounted to $80,459 and $246,109 for the three and nine months ended September 30, 2024. During the nine months ended September 30, 2024, $162,163 was capitalized to principal as paid-in-kind and $83,946 was paid in cash. On September 6, 2024, the Company made a cash principal payment amounting to $0.6 million. As of September 30, 2024, Two Seas held March 2023 Warrants to purchase 727,514 shares of our Common Stock at an exercise price of $3.78 per share.

On September 5, 2024, the Company entered into amendments of the March 2023 Note with the holders thereof pursuant to which the maturity date of the March 2023 Note was extended from September 6, 2024 to December 6, 2024. In connection with the amendments, the Company repaid an aggregate amount of $3.0 million of the principal outstanding on September 6, 2024. These amendments were accounted for as a debt modification in accordance with ASC 470.

December 2023 Note Purchase Agreement

On December 1, 2023, we entered into the December 2023 Note Purchase Agreement, in which FourWorld and Two Seas participated. No principal was repaid and no cash interest was paid during the three and nine months ended September 30, 2024 and 2023. Any accrued and unpaid interest is capitalized to the principal as paid-in-kind on a quarterly basis on the first day immediately following the close of the quarter.

•
FourWorld: Interest expense for the December 2023 Notes held by FourWorld amounted to $14,771 and $42,831 for the three and nine months ended September 30, 2024, which was accrued as of September 30, 2024. As of September 30, 2024, FourWorld held December 2023 Warrants to purchase 117,648 shares and 17,631 shares of our Common Stock at an exercise price of $4.25 per share and $7.09 per share, respectively.
•
Two Seas: Interest expense for the December 2023 Notes held by Two Seas amounted to $59,082 and $171,232 for the three and nine months ended September 30, 2024, which was accrued as of September 30, 2024. As of September 30, 2024, Two Seas held December 2023 Warrants to purchase 470,588 shares and 70,521 shares of our Common Stock at an exercise price of $4.25 per share and $7.09 per share, respectively.
v3.24.3
Investment in Unconsolidated Related Entities
 9 Months Ended
Sep. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Investments in Unconsolidated Entities

NOTE 6 – INVESTMENT IN UNCONSOLIDATED ENTITIES

 

 

 

September 30, 2024

 

 

December 31, 2023

 

CIC Limited

 

$

4,890,949

 

 

$

4,514,618

 

Ocean Minerals, LLC

 

 

5,034,005

 

 

 

4,487,028

 

Chatham Rock Phosphate, Limited

 

 

—

 

 

 

—

 

Neptune Minerals, Inc.

 

 

—

 

 

 

—

 

Investment in unconsolidated entities

 

$

9,924,954

 

 

$

9,001,646

 

 

CIC Limited

Due to the structure of CIC, we determined this venture to be a VIE consistent with ASC 810. We have determined we are not the primary beneficiary of the VIE and, therefore, we have not consolidated this entity. We record our investment under the cost method as this company is incorporated and we have determined we do not exercise significant influence over the entity. We provide services to CIC, as detailed in Note 5, Related Party Transactions. We assess our investment for impairment annually and, if a loss in value is deemed other than temporary, an impairment charge will be recorded.

Ocean Minerals, LLC

On June 4, 2023, Odyssey, Odyssey Minerals Cayman Limited, a wholly owned subsidiary of Odyssey (the “Purchaser”), and OML entered into a Unit Purchase Agreement (as amended, the “OML Purchase Agreement”) pursuant to which the Purchaser agreed to purchase, and OML agreed to issue and sell to the Purchaser, an aggregate of 733,497 membership interest units of OML (the “Purchased Units”) for a total purchase price of $15.0 million. After giving effect to the issuance and sale of all the Purchased Units, the Purchased Units would have represented approximately 15.0% of the issued and outstanding membership interest units of OML (based upon the number of membership interest units outstanding on June 1, 2023). On July 3, 2023, the Purchaser purchased 293,399 of the Purchased Units (the “Initial OML Units”).

On October 18, 2024, Odyssey and OML entered into a Termination Agreement pursuant to which the parties terminated the OML Purchase Agreement (the “Termination Agreement”). The Termination Agreement terminated the parties’ respective rights and obligations relating to the Second OML Units, the Third OML Units and the Optional Units (each as defined below), but did not affect Odyssey’s ownership of the Initial OML Units or the obligation to pay the lease payments for the Retriever asset as described below. The Termination Agreement did not affect the Equity Exchange Agreement or the Contribution Agreement (each as defined below), each of which remains in effect.

At September 30, 2024 and December 31, 2023, Odyssey owned approximately 7.0% and 6.3%, respectively, of the issued and outstanding membership interest units of OML. The Company determined that OML is a VIE as it does not have sufficient equity at-risk to permit OML to finance its activities without additional subordinated financial support. However, as Odyssey’s lack of power to direct the activities that most significantly impact OML’s economic performance, it is not the primary beneficiary of OML and therefore is not required to consolidate OML. We record our investment under the equity method.

Equity Exchange Agreement

In connection with the transactions contemplated by the OML Purchase Agreement, Odyssey and the existing members of OML entered into an Equity Exchange Agreement (the “Equity Exchange Agreement”) pursuant to which such members of OML have the right, but not the obligation, to exchange membership interest units of OML held by them for shares of Odyssey’s common stock.

Notwithstanding anything in the Equity Exchange Agreement to the contrary, the aggregate maximum number of shares of Odyssey’s common stock that may be issued under the Equity Exchange Agreement will not (a) exceed 19.9% of the number of outstanding shares of Odyssey’s common stock immediately prior to the date of the Equity Exchange Agreement, (b) exceed 19.9% of the combined voting power of the outstanding voting securities of Odyssey immediately prior to the date of the Equity Exchange Agreement, or (c) otherwise exceed such number of shares of Odyssey’s common stock that would violate applicable listing rules of the Nasdaq Capital Market.

The Equity Exchange Agreement is a liability within the scope of ASC 480 that is initially measured at fair value and was included within the initial consideration transferred. Subsequently, changes in the fair value of the liability will be recognized in earnings and not as an adjustment to the cost basis of the Company’s investment in OML.

Contribution Agreement

In connection with the transactions contemplated by the OML Purchase Agreement, Odyssey, the Purchaser, and OML also entered into a Contribution Agreement pursuant to which additional membership interest units of OML may be issued to the Purchaser in consideration of the contribution to OML by Odyssey from time to time of certain property or other assets and services with an aggregate value of up to $10.0 million (“Contribution Agreement”). We concluded that the Contribution Agreement is within the scope of ASC 606, as the services provided are within Odyssey’s ordinary activities, and OML is therefore, considered a customer of Odyssey.

Equity Method of Accounting

The Company has determined that OML operates more like a partnership, and as the Company holds more than 3%—5% and has greater than virtually no influence over OML, the investment is within the scope of ASC 323, Investments – Equity and Joint Ventures. Odyssey applied the equity method investment accounting for its interest in OML, starting on July 3, 2023. As a result, OML is considered a related party. The Company further concluded that the initial closing consideration transferred is $10.3 million, and includes the cash amount paid, the fair value of the contribution of ORI, the fair value of the second and third closings and Equity Exchange Agreement, and acquisition costs. Furthermore, the total consideration transferred is allocated to the different components identified in the OML Purchase Agreement based on their closing date fair value, including, (1) the Initial OML Units, (2) the Second OML Units option, (3) the Third OML Units option and (4) the Optional Units, each as defined below, as well as the Equity Exchange Agreement as previously defined above. Through a series of transactions pursuant to the OML Purchase Agreement, the Company agreed to pay a total purchase price of $15.0 million, or $20.45 per unit, for 733,497 units, as follows:

(1)
The Initial Closing – The Company purchased the Initial OML Units, representing approximately 6.28% of the OML Units, in return for the initial purchase price of $1.0 million cash and Odyssey’s shares of ORI. The initial closing of the purchase and sale of the Purchased Units was amended to July 3, 2023.
(2)
The Second Closing – The Company agreed to purchase 195,599 of the Purchase Units (the “Second OML Units”) in return for the second purchase price of $4.0 million, payable in cash at that time (“Second Closing”). The parties entered into the third amendment to the OML Purchase Agreement to amend the closing date of the Second Closing to be February 16, 2024, the fourth amendment to amend the closing date of the Second Closing to June 28, 2024, and the fifth amendment to amend the closing date of the Second Closing to September 30, 2024.
(3)
The Third Closing – The Company agreed to purchase 244,499 of the Purchased Units (the “Third OML Units”) in return for the purchase price of $5.0 million, payable in cash at that time. Pursuant to the fifth amendment to the OML Purchase Agreement, the third closing (“Third Closing”) will occur on the date that is six months from the date of the Second Closing.
(4)
Optional Units – The Company has the option to purchase up to additional 1,466,993 of OML Interest Units (“the Units”), at the Company’s discretion (“Optional Units”), at the agreed upon price of $20.45 per unit within the eighteen-month anniversary of the Initial Closing Date, July 3, 2023. The recorded asset value of this option is $5.7 million on September 30, 2024. The Optional Units are within the scope of ASC 321 and would therefore, be initially recognized at cost as part of the initial consideration transferred, and thereafter, will be accounted for under the measurement alternative at cost with adjustments related to impairment and observable market conditions. If the Company does not purchase all the Optional Units prior to the eighteen-month anniversary, the Company may purchase any of such unpurchased Optional Units at the higher price of (i) a discount of 10% to the price paid for which OML sold the Units in the most recent transaction for the Units immediately preceding such discounted purchase of Optional Units or (ii) $20.45. On October 17, 2023, the parties entered into the third amendment to the OML Purchase Agreement to remove the second part of the Optional Units provision. Therefore, as of the amendment date, the Company may only purchase the Optional Units through January 2, 2025 (eighteen months from the Initial Closing Date) (“Optional Units Amendment”).

 

The Company concluded that the Second OML Units option, the Third OML Units option and the Optional Units are within the scope of ASC 321 Investments – Equity and Joint Ventures and would therefore be initially recognized at cost as part of the initial consideration transferred, and thereafter will be accounted for under the measurement alternative at cost with adjustments related to impairment and observable market adjustments. The Company concluded that the Contribution Agreement is within the scope of ASC 606, Revenue from Contracts with Customers, as the services provided are within the Company’s ordinary activities, and OML is therefore considered a customer of Odyssey. During the three and nine months ended September 30, 2024, we invoiced OML for technical services a total of $26,439 and $0.2 million, respectively, recorded in Marine services in our condensed consolidated statements of operations. The Company concluded that the Equity Exchange Agreement is a liability within the scope of ASC 480, Distinguishing Liabilities from Equity, that is initially measured at fair value and will be included within the initial consideration transferred. Subsequently, changes in the fair value of the liability will be recognized in earnings and not as an adjustment to the cost basis of Odyssey’s investment in OML. As part of the Initial Closing, Odyssey transferred its equity interest of ORI, free of debt of the finance liability owed on the sale-leaseback arrangement. This portion was determined to be part of the Initial Consideration Transferred, as of July 3, 2023, as it meets the definition of a subsidiary of the acquirer.

ASC 805, Business Combination, further provides that the consideration transferred in a business combination is measured at fair value, determined in accordance with ASC 820, Fair Value Measurement, except for (i) assets and liabilities transferred that remain under the control of the acquiree after the business combination, and (ii) any portion of the acquirer’s shared-based replacement awards exchanged for awards held by the acquiree’s grantees included in the consideration transferred. Therefore, the Company determined that although the OML Purchase Agreement provides that the contractual amount of ORI is $5.0 million, the

Company is required to determine whether the contractual amount represents the fair value of the transferred asset. It is further noted that ORI primarily consists of one asset (the “Retriever asset”) that was previously acquired and refurbished by Odyssey. Given the uniqueness of the asset, a 6,000-meter rated remotely operated vehicle (“ROV”), and its then-relatively recent acquisition and refurbishment, the Company determined to apply the cost method in order to evaluate the estimated fair value of the asset of $3.3 million. The Company transferred ORI but retained the obligation to pay the lease payments for the Retriever asset as the Company retained the obligation to continue making payments. The net book value of ORI as of July 3, 2023 was $3.1 million. Therefore, at the Closing Date, Odyssey recognized a Gain on the sale of an entity in the consolidated statement of operations in the amount of $0.2 million related to the disposal of ORI.

The Company determined that the initial Closing Consideration is as follows:

Cash consideration

 

 

 

$

1,000,000

 

Fair value of Odyssey Retriever, Inc.

 

 

 

 

3,280,261

 

Fair value of the Second Closing

 

 

 

 

676,921

 

Fair value of the Third Closing

 

 

 

 

769,875

 

Fair value of the Equity Exchange Agreement

 

 

 

 

4,516,007

 

Transaction costs

 

 

 

 

49,988

 

Initial closing consideration

 

 

 

$

10,293,052

 

 

At September 30, 2024 and December 31, 2023, the Company’s accumulated investment in OML was $5.0 million and $4.5 million, respectively, which is classified as an investment in unconsolidated entities in our condensed consolidated balance sheets. For the three and nine months ended September 30, 2024, the company recognized a decrease of $5.3 million and a decrease of $5.5 million, respectively, in the put option liability assumed in the condensed consolidated statement of operations to record the fair value adjustment of the Equity Exchange Agreement.

For the three and nine months ended September 30, 2024, based on estimated financial information for our equity-method investee, we recognized income on equity method investment of $0.3 million and a loss on equity method investment of $0.1 million, respectively, in the condensed consolidated statement of operations for our proportionate share of the net loss of our equity method investee, which decreased our net income for the three and nine months ended September 30, 2024 in our consolidated statement of operations. Our proportionate share of the net loss of our equity method investee can have a significant impact on the amount of Loss on Equity Method Investment in our condensed consolidated statement of operations and our carrying value of those investments. We eliminated from our financial results all significant intercompany transactions to the extent of our ownership interest.

The following tables provide summarized financial information for OML, its equity method accounted investee, not adjusted for the percentage ownership of the Company, compiled from its financial statements, reported on a one-quarter lag.

 

 

 

June 30, 2024

 

 

 

Three Months Ended

 

 

Six Months Ended

 

Revenue

 

$

2,089,827

 

 

$

4,179,655

 

General expenses

 

 

(1,036,754

)

 

 

(2,073,508

)

Payroll expenses

 

 

(609,812

)

 

 

(1,219,624

)

Net Loss

 

$

(461,542

)

 

$

(923,085

)

 

 

 

As of

 

 

 

June 30, 2024

 

Total Assets

 

$

39,400,310

 

Total Liabilities

 

$

12,427,228

 

Neptune Minerals, Inc.

We have an ownership interest of approximately 14.0% in Neptune Minerals, Inc. (“NMI”). We currently apply the cost method of accounting for this investment. Previously, when we accounted for this investment using the equity method of accounting, we accumulated and did not recognize $21.3 million in our income statement because these losses exceeded our investment in NMI. Our investment has a carrying value of zero as a result of the recognition of our share of prior losses incurred by NMI under the equity method of accounting. If we recognize value on our balance sheet for any future incremental NMI investment, we would expect to allocate the loss carryforward of $21.3 million to that investment because the loss occurred when we accounted for NMI ownership as an equity-method investment.

Chatham Rock Phosphate, Limited.

We have an ownership of approximately 1.0% in Chatham Rock Phosphate, Limited (“CRPL”). We record our investment under the cost method. During 2012, we performed deep-sea exploratory services for Chatham Rock Phosphate, Ltd. (“CRP”) valued at $1.7 million. As payment for these services, CRP issued 9,320,348 ordinary shares to us. During March 2017, Antipodes Gold Limited completed the acquisition of CRP. The surviving entity is now CRPL. In exchange for our 9,320,348 shares of CRP, we received 141,884 shares of CPRL, which represents equity ownership of, at most, approximately 1.0% of the surviving entity with zero value. We continue to carry the value of our investment in CPRL at zero in our condensed consolidated financial statements.
v3.24.3
Income Taxes
 9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

NOTE 7 – INCOME TAXES

 

During the nine months ended September 30, 2024, we generated a federal taxable income of $0.9 million and generated $7.8 million of foreign net operating loss (“NOL”) carryforwards. As of September 30, 2024, we had consolidated income tax NOL carryforwards for federal tax purposes of approximately $211.6 million and net operating loss carryforwards for foreign income tax purposes of approximately $53.9 million. From 2025 through 2027, approximately $29.2 million of the NOL will expire, and from 2028 through 2037, approximately $128.0 million of the NOL will expire. The NOL generated in 2018 through 2023 of approximately $54.3 million will be carried forward indefinitely.
v3.24.3
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies – COMMITMENTS AND CONTINGENCIES

 

Legal Proceedings

 

The Company may be subject to a variety of claims and suits that arise from time to time in the ordinary course of business. We are not a party to any litigation as a defendant where a loss contingency is required to be reflected in our condensed consolidated financial statements.

Contingency

 

ExO owes consultants success fees of up to $0.7 million that are contingent upon the approval and issuance of the Environmental Impact Assessment (“EIA”). The EIA has not been approved as of the date of this report and the contingent success fees have not been accrued.

Lease commitments

 

One of the Company’s lease agreements expired during the three months ended September 30, 2024, and was extended for a one-year period ending July 31, 2025. As a result, using the short-term exception under ASC 842, the Company did not record a right-of-use (“ROU”) asset and lease obligation as of September 30, 2024.

We recognized approximately $54,619 and $60,002 in rent expense associated with the Company’s leases for the three months ended September 30, 2024 and 2023, respectively, and $164,465 and $184,666 for the nine months ended September 30, 2024 and 2023, respectively, which was recorded in Marketing, general and administrative expenses on the condensed consolidated statement of operations. Future payments under the short-term leases will be $68,327 and $95,658 for the remainder of 2024 and 2025, respectively.
v3.24.3
Loans Payable
 9 Months Ended
Sep. 30, 2024
Text Block [Abstract]  
Loans Payable

NOTE 9 – LOANS PAYABLE

 

The Company’s consolidated loans payable consisted of the following carrying values at:

 

 

Loan payable

 

 

September 30, 2024

 

 

December 31, 2023

 

March 2023 Note

 

$

12,689,588

 

 

$

14,858,816

 

December 2023 Note

 

 

6,373,454

 

 

 

6,000,000

 

Emergency Injury Disaster Loan

 

 

150,000

 

 

 

150,000

 

Vendor note payable

 

 

484,009

 

 

 

484,009

 

AFCO Insurance note payable

 

 

—

 

 

 

468,751

 

Pignatelli note

 

 

—

 

 

 

500,000

 

37N Note

 

 

389,202

 

 

 

804,997

 

Finance liability (Note 14)

 

 

4,183,728

 

 

 

4,112,332

 

Total Loans payable

 

$

24,269,981

 

 

$

27,378,905

 

Less: Unamortized deferred lender fee

 

 

(29,045

)

 

 

(106,488

)

Less: Unamortized deferred discount

 

 

(1,063,361

)

 

 

(3,955,449

)

Total Loans payable, net

 

$

23,177,575

 

 

$

23,316,968

 

Less: Current portion of loans payable

 

 

(19,383,847

)

 

 

(15,413,894

)

Loans payable—long term

 

$

3,793,728

 

 

$

7,903,074

 

 

March 2023 Note and Warrant Purchase Agreement

 

On March 6, 2023, Odyssey entered into a Note and Warrant Purchase Agreement (the “March 2023 Note Purchase Agreement”) with an institutional investor pursuant to which Odyssey issued and sold to the investor (a) a promissory note (the “March 2023 Note”) in the principal amount of up to $14.0 million and (b) a warrant (the “March 2023 Warrants” and, together with the March 2023 Note, the “Securities”) to purchase shares of our Common Stock.

 

On January 30, 2024, the March 2023 Warrants were amended to add a cashless exercise provision. Due to that amendment, the Company determined that the March 2023 Warrants meet the definition of a derivative and are not considered indexed to the Company’s own stock due to the settlement adjustment that provides that the share price input upon cashless exercise is always based on the highest of three prices. As such, the March 2023 Warrants are now recognized as a derivative liability, which was initially measured at fair value and any subsequent changes in fair value will be recognized in earnings in the period incurred.

 

The amended March 2023 Warrants were measured using the Black-Scholes valuation method on January 30, 2024, and re-classified from equity to warrant liability. The difference between the warrant liability and the initial equity balance was recognized as an additional discount to additional paid-in capital (“APIC”). The change in fair value of the March 2023 Warrants for the three and nine months ended September 30, 2024 was a decrease of $5.9 million and a decrease of $6.2 million, respectively, which has been recorded in the change in derivative liabilities fair value in the condensed consolidated statement of operations. The fair value of the March 2023 Warrants at September 30, 2024 was $1.5 million.

 

For the three months ended September 30, 2024 and 2023, we incurred $0.5 million and $0.6 million, respectively, of interest expense from the amortization of the debt discount and $12,157 and $16,447, respectively, interest from the fee amortization which has been recorded in interest expense on the condensed consolidated Statement of Operations.

 

For the nine months ended September 30, 2024 and 2023, we incurred $1.7 million and $1.4 million, respectively, of interest expense from the amortization of the debt discount and $44,693 and $37,363, respectively, interest from the fee amortization which has been recorded in interest expense on the condensed consolidated Statement of Operations.

 

The September 30, 2024 carrying value of the debt was $12.7 million, which includes interest Paid-In-Kind (“PIK”) of $1.7 million. The total face value of this obligation on September 30, 2024, and December 31, 2023, was $12.7 million and $14.9 million, respectively.

 

On September 5, 2024, the Company entered into amendments of the March 2023 Note with the holders thereof pursuant to which the maturity date of the March 2023 Note was extended from September 6, 2024 to December 6, 2024. In connection with the amendments, the Company repaid an aggregate amount of $3.0 million of the principal outstanding on September 6, 2024.

 

December 2023 Notes and Warrant Purchase Agreement

 

On December 1, 2023, we entered into a Note and Warrant Purchase Agreement (the “December 2023 Note Purchase Agreement”) with institutional investors pursuant to which we issued and sold to the investors (a) a series of promissory notes (the “December 2023 Notes”) in the aggregate principal amount of up to $6.0 million and (b) two tranches of warrants (the “December 2023 Warrants” and, together with the December 2023 Notes, the “December 2023 Securities”) to purchase shares of our Common Stock.

 

The Company determined that the December 2023 Warrants meet the definition of a derivative and are not considered indexed to the Company’s own stock due to the settlement adjustment that provides that the share price input upon cashless exercise is always based on the highest of three prices. As such, the December 2023 Warrants were recognized as derivative liabilities and were initially measured at fair value with subsequent gains or losses due to changes in fair value recognized in the condensed consolidated statement of operations.

 

The Company noted that when debt is issued with liability-classified stock purchase warrants, the residual method should be used so that the warrants are recognized at fair value at issuance and the residual proceeds are allocated to the debt. We incurred $65,500 in related expenses, which are being amortized over the term of the December 2023 Note Purchase Agreement and charged to interest expense. The total proceeds of $6.0 million were allocated between debt and warrant liability by recognizing the warrants at their full fair value and allocating the residual proceeds to the December 2023 Notes. The initial fair value of the December 2023 Warrants was $2.4 million, resulting in a corresponding discount on the December 2023 Notes which is being amortized over the remaining term of the December 2023 Note Purchase Agreement using the effective interest method, which is charged to interest expense.

 

For the three and nine months ended September 30, 2024, we recorded $0.4 million and $1.2 million, respectively, of interest expense from the amortization of the debt discount and $10,996 and $32,750, respectively, of interest from the fee amortization.

 

At September 30, 2024, the carrying value of the debt was $5.3 million and was net of unamortized debt fees of $29,045, net of unamortized debt discount of $1.1 million associated with the fair value of the warrants. The change in fair value of the December 2023 Warrants for the three and nine months ended September 30, 2024 was a decrease of $2.7 million and a decrease of $1.7 million, respectively, which has been recorded in the change in derivative liabilities fair value in the condensed consolidated statement of operations. The total face value of this obligation at September 30, 2024 was $6.4 million. The current interest rate of the December 2023 Notes was 11.0%.

 

Emergency Injury Disaster Loan

 

The Company obtained an Economic Injury Disaster Loan (the “EIDL Loan”) from the United States Small Business Administration (the “SBA”) with a principal amount of $150,000, which was used for working capital purposes. The Company made payments amounting to $2,193 and $6,579 for each of the three and nine months ended September 30, 2024 and 2023, respectively. All payments reduced accrued interest first and were then applied against principal. As of September 30, 2024, the Company’s principal balance on the EIDL Loan amounted to $150,000 and is recorded as Loans payable in the condensed consolidated balance sheets.

 

Vendor Note Payable

 

We currently owe a vendor $0.5 million as an interest-bearing trade payable. This trade payable bears simple annual interest at a rate of 12.0%. As collateral, we granted the vendor a primary lien on certain of our equipment. The carrying value of this equipment is zero. This agreement matured in August 2018. Even though this agreement has matured, the creditor has not demanded payment. There are no covenant requirements to meet that would expose the Company to default situations.

 

AFCO Insurance Note Payable

 

On November 1, 2023, we entered into the Premium Finance Agreement (“AFCO Insurance Note Payable”) with AFCO Credit Corporation (“AFCO”). Pursuant to the Premium Finance Agreement, AFCO agreed to finance the D&O Insurance premiums evidenced by the promissory note, bearing interest at a rate of 4.95% per annum, maturing on October 31, 2024. During the nine months ended September 30, 2024, the Company paid $468,751 on AFCO Insurance Note Payable; therefore, as of September 30, 2024, the Company had paid off any remaining amounts owed under the AFCO Insurance Note Payable and the balance amounted to zero.

 

Pignatelli

 

On March 6, 2023, Odyssey issued a new unsecured Convertible Promissory Note in the principal amount of $0.5 million to Mr. Pignatelli bearing interest at the rate of 10.0% per annum convertible into Common Stock of Odyssey at a conversion price of $3.78 per share. On September 13, 2024, Mr. Pignatelli converted all outstanding principal and interest under the note, amounting to $0.6 million, to shares of our Common Stock. Accordingly, during the three and nine months ended September 30, 2024, the Company issued 152,461 shares of our Common Stock to Mr. Pignatelli and the balance of the note at September 30, 2024 amounted to zero.

 

37North

 

On June 29, 2023, we entered into a Note Purchase Agreement (“Note Agreement”) with 37North SPV 11, LLC (“37N”) pursuant to which 37N agreed to loan us $1.0 million. The proceeds from this transaction were received in full on June 29, 2023. Pursuant to the Note Agreement, the indebtedness was non-interest bearing and matured on July 30, 2023. At any time from 31 days after the maturity date, 37N has the option to convert all or a portion of the outstanding amount of the indebtedness into conversion shares equal to the quotient obtained by dividing (A) 120% of the amount of the indebtedness, by (B) the lower of $3.66 or 70% of the 10-day volume-weighted average principal (“VWAP”) market trading price of Common Stock. The aggregate maximum number of shares of Common Stock to be issued in connection with conversion of the indebtedness is not to exceed (i) 19.9% of the outstanding shares of Common Stock prior to the date of the Agreement, (ii) 19.9% of the combined voting power of the outstanding voting securities, or (iii) such number of shares of Common Stock that would violate the applicable listing rules of the Principal Market if the stockholders did not approve the issuance of Common Stock upon conversion of the indebtedness.

 

Any time prior to maturity, the Company had the option to prepay the indebtedness at an amount of 108% of the unpaid principal. From the maturity date to 29 days after the maturity date (August 27, 2023), we were permitted to repay all (but not less than) of an amount equal to 112.5% of the unpaid amount of the indebtedness. At any time after the 30th day after the maturity date (August 28, 2023), we are permitted to repay all (but not less than) of an amount equal to 115% of the unpaid amount of the indebtedness after 10 days’ notice. If 37N delivers an exercise notice during this 10-day period, the note issued pursuant to the Note Agreement (the “37N Note”) would be converted to shares of Common Stock, instead of being repaid. As of September 30, 2024, we have not repaid this Note Agreement.

 

If 37N delivers an exercise notice and the number of shares issuable is limited by the 19.9% limitation outlined above, then we are permitted to repay all the remaining unpaid amount of the Loan in an amount equal to 130% of the remaining unpaid amount. On December 27, 2023, 37N delivered an exercise notice to us pursuant to which it exercised its right to convert $360,003 of the outstanding indebtedness under the Note Agreement into shares of our Common Stock. In accordance with the Note Agreement, based on the applicable conversation rate of $2.3226 under the agreement, we issued 155,000 shares of our Common Stock to 37N on December 29, 2023.

 

In June 2024, 37N delivered an exercise notice to us pursuant to which it exercised its right to convert $200,701 of the outstanding indebtedness under the Note Agreement into shares of our Common Stock. In accordance with the Note Agreement, based on the applicable conversation rate of $3.6491, we issued 55,000 shares of our Common Stock to 37N on June 24, 2024.

 

In July 2024, 37N delivered an exercise notice to us pursuant to which it exercised its right to convert $101,621 of the outstanding indebtedness under the Note Agreement into shares of our Common Stock. In accordance with the Note Agreement, based on the applicable conversation rate of $3.2781, we issued 31,000 shares of our Common Stock to 37N on July 18, 2024.

 

In September 2024, 37N delivered an exercise notice to us pursuant to which it exercised its right to convert $250,633 of the outstanding indebtedness under the Note Agreement into shares of our Common Stock. In accordance with the Note Agreement, based on the applicable conversation rate of $2.8161, we issued 89,000 shares of our Common Stock to 37N on September 12, 2024.

 

We evaluated the indebtedness and, based on the criteria of ASC 480 Distinguishing Liabilities from Equity and 815 Derivatives and Hedging, the 37N convertible note is classified as a liability on the consolidated balance sheet with a share settled redemption feature that is recorded as an embedded derivative. As a result, the share settled redemption and conversion features were recorded at fair value at each reporting period outstanding with changes recognized through Interest expenses on the consolidated statement of operations. The Company analyzed the conversion feature of the note and determined that, because it includes a conditional obligation to issue a variable number of shares based on a fixed amount known at inception, the debt is properly classified as a liability in the balance sheet. The Company identified seven embedded features, all of which were of de minimis fair value other than the Share Settled Redemption Feature. As such, only that was bifurcated and accounted for separately

from the debt host. Certain default put provisions were not considered to be clearly and closely related to the debt host, but management concluded that the value of these default put provisions was de minimis.

 

At September 30, 2024, the debt instrument and embedded derivatives were recorded on the consolidated balance sheets at fair value of $0.4 million and $0.1 million, respectively, under Loans payable – short term and Litigation financing and other – long term.

 

At December 31, 2023, the debt instrument and embedded derivatives were recorded on the consolidated balance sheets at fair value of $0.8 million and $0.7 million, respectively, under Loans payable – short term and Litigation financing and other – long term.

 

Accrued interest

 

Total accrued interest associated with our financings was $1.1 million and $0.9 million as of September 30, 2024 and December 31, 2023, respectively.
v3.24.3
Fair Value Measurements
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Fair value measurements NOTE 10 – FAIR VALUE MEASUREMENTS

 

The Company did not have any financial assets measured on a recurring basis. The following tables summarize our fair value hierarchy for our financial liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023.

 

 

 

 

Fair Value

 

 

 

Level

 

September 30, 2024

 

 

December 31, 2023

 

Liabilities

 

 

 

 

 

 

 

 

37N Note embedded derivative

 

3

 

$

147,963

 

 

$

702,291

 

Put option liability

 

3

 

 

108,437

 

 

 

5,637,162

 

Litigation financing

 

3

 

 

58,668,368

 

 

 

52,115,647

 

Warrant liabilities issued with debt (December 2023 Warrants)

 

3

 

 

652,100

 

 

 

2,392,563

 

Warrant liabilities issued with equity (2022 Warrants)

 

3

 

 

2,247,643

 

 

 

13,399,822

 

March 2023 Warrants

 

3

 

 

1,511,902

 

 

 

—

 

Total of fair valued liabilities

 

 

 

$

63,336,413

 

 

$

74,247,485

 

 

At September 30, 2024, the Company recorded the 37N Note at fair value, Level 3, for which the valuation techniques used to measure the fair value of the Company’s debt instruments are generally based on observable inputs other than quoted prices in an active market. The Equity Exchange Agreement, which results in a Put option liability (the “Put Option”), and Litigation financing are measured at fair value, Level 3. The OML Put Option valuation was based on the exercise period of the Equity Exchange Agreement, share price and volatility. The Litigation financing valuation was based on the following assumptions: amounts funded by the Funder, the corresponding IRR calculation, applicable percentage applicable to the recovery percentage calculation and management’s good-faith estimates for estimated outcome probabilities and estimated debt repayment dates. The 2022 Warrants, the December 2023 Warrants and the March 2023 Warrants are measured at fair value, Level 3, using a Black-Scholes valuation model. The assumptions used in this model included the use of key inputs, including expected stock volatility, the risk–free interest rate, the expected life of the option and the expected dividend yield. Expected volatility is calculated based on the historical volatility of our Common Stock over the term of the warrant. Risk–free interest rates are calculated based on risk–free rates for the appropriate term. The expected life is estimated based on contractual terms as well as expected exercise dates. The dividend yield is based on the historical dividends issued by us. If the volatility rate or risk-free interest rate were to change, the value of the warrants would be impacted.

 

Changes in our Level 3 fair value measurements were as follows:

 

 

 

March 2023
Warrants

 

 

37N Note
embedded
derivative

 

 

Put option
liability

 

 

Litigation
financing

 

 

December
2023
Warrants

 

 

2022 Warrants

 

 

Total

 

Year ended December 31, 2023

 

$

—

 

 

$

702,291

 

 

$

5,637,162

 

 

$

52,115,647

 

 

$

2,392,563

 

 

$

13,399,822

 

 

$

74,247,485

 

Change in fair value

 

 

(2,491,420

)

 

 

(365,434

)

 

 

(1,252,385

)

 

 

576,173

 

 

 

(124,091

)

 

 

(4,197,744

)

 

 

(7,854,901

)

Classification of warrants as liability

 

 

7,754,438

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

7,754,438

 

Three months ended March 31, 2024

 

 

5,263,018

 

 

 

336,857

 

 

 

4,384,777

 

 

 

52,691,820

 

 

 

2,268,472

 

 

 

9,202,078

 

 

 

74,147,022

 

Debt conversion - 55,000 common shares

 

 

 

 

 

(96,582

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(96,582

)

Change in fair value

 

 

2,161,967

 

 

 

11,023

 

 

 

1,009,132

 

 

 

769,995

 

 

 

1,128,816

 

 

 

3,844,530

 

 

 

8,925,463

 

Three months ended June 30, 2024

 

 

7,424,985

 

 

 

251,298

 

 

 

5,393,909

 

 

 

53,461,815

 

 

 

3,397,288

 

 

 

13,046,608

 

 

 

82,975,903

 

Debt conversion - 120,000 common shares

 

 

—

 

 

 

(97,056

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(97,056

)

Change in fair value

 

 

(5,913,083

)

 

 

(6,279

)

 

 

(5,285,472

)

 

 

5,206,553

 

 

 

(2,745,188

)

 

 

(10,798,965

)

 

 

(19,542,434

)

Three months ended September 30, 2024

 

$

1,511,902

 

 

$

147,963

 

 

$

108,437

 

 

$

58,668,368

 

 

$

652,100

 

 

$

2,247,643

 

 

$

63,336,413

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2022

 

$

—

 

 

$

—

 

 

$

—

 

 

$

45,368,948

 

 

$

—

 

 

$

13,602,467

 

 

$

58,971,415

 

Change in fair value

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,685,517

 

 

 

—

 

 

 

(4,732,403

)

 

 

(3,046,886

)

Other

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,528

 

 

 

—

 

 

 

—

 

 

 

2,528

 

Three months ended March 31, 2023, As Restated

 

 

—

 

 

 

—

 

 

 

—

 

 

 

47,056,993

 

 

 

—

 

 

 

8,870,064

 

 

 

55,927,057

 

Issuance of new instrument

 

 

—

 

 

 

423,696

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

423,696

 

Issuance of new funding

 

 

—

 

 

 

—

 

 

 

—

 

 

 

4,633

 

 

 

—

 

 

 

—

 

 

 

4,633

 

Change in fair value

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,682,988

 

 

 

—

 

 

 

1,076,881

 

 

 

2,759,869

 

Three months ended June 30, 2023, As Restated

 

 

—

 

 

 

423,696

 

 

 

—

 

 

 

48,744,614

 

 

 

—

 

 

 

9,946,945

 

 

 

59,115,255

 

Issuance of new funding

 

 

—

 

 

 

—

 

 

 

4,516,007

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

4,516,007

 

Warrants Exercised

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(184,600

)

 

 

(184,600

)

Change in fair value

 

 

—

 

 

 

173,287

 

 

 

(242,969

)

 

 

1,685,516

 

 

 

—

 

 

 

243,313

 

 

 

1,859,147

 

Nine months ended September 30, 2023

 

$

—

 

 

$

596,983

 

 

$

4,273,038

 

 

$

50,430,130

 

 

$

—

 

 

$

10,005,658

 

 

$

65,305,809

 

 

Additional information about the Litigation financing liability, the 2022 Warrants, the December 2023 Warrants and the March 2023 Warrants is included in Note 9, Loans Payable.

 

Derivative Financial Instruments

 

Litigation financing

 

On June 14, 2019, Odyssey and ExO (together, the “Claimholder”), and Poplar Falls LLC (the “Funder”) entered into an International Claims Enforcement Agreement (the “Agreement”), as amended in January 2020, December 2020, June 2021 and March 2023, pursuant to which the Funder agreed to provide financial assistance to the Claimholder to facilitate the prosecution and recovery of the claim by the Claimholder against the United Mexican States under Chapter Eleven of the North American Free Trade Agreement (“NAFTA”) for violations of the Claimholder’s rights under NAFTA related to the development of an undersea phosphate deposit off the coast of Baja Sur, Mexico (the “Project”), on our own behalf and on behalf of ExO and United Mexican States (the “Subject Claim”). Pursuant to the Agreement, as amended, the Funder agreed to specified fees and expenses regarding the Subject Claim (the “Claims Payments”) incrementally and at the Funder’s sole discretion.

 

The Company determined that the financing arrangement was a derivative, measured at fair value within the scope of ASC 815 Derivatives and Hedging. Subsequently, any changes in the fair value of the derivative are reported in earnings for the period. Fair value was calculated as the midpoint of estimated ranges of the probability-weighted present value of potential results based on management assumptions. As such, the fair value of the obligation is recorded in our condensed consolidated balance sheet in Litigation financing and other and as of September 30, 2024 and December 31, 2023 amounted to $58.6 million and $52.1 million, respectively, with changes in the fair value of an increase of $5.2 million and an increase of $1.7 million for the three months ended September 30, 2024 and 2023, respectively, and an increase of $6.5 million and an increase $5.1 million for the nine months ended September 30, 2024 and 2023, respectively.

On September 17, 2024, the Company received notification from the International Centre for Settlement of Investment Disputes (“ICSID”) of the arbitral award on the claims brought by the Company on behalf of itself and ExO, against the United Mexican States under Chapter Eleven of the North American Free Trade Agreement (“NAFTA”). The arbitral tribunal issued an award in favor of the Company and ExO. The award orders Mexico to pay $37.1 million for breaching its obligations under NAFTA, plus interest at the one-year Mexico Treasury bond rate, compounded annually, from October 12, 2018, until the

award is paid in full, plus the arbitrators’ fees and ICSID administrative costs. The amounts awarded are net of Mexican taxes and Mexico may not tax the award.

The Company considers the monetary award to be a gain contingency, and has not recorded any related gain in the condensed consolidated financial statements as of and for the quarter ended September 30, 2024. The Company will record any related gain when it is determined to be realized or realizable. As of September 30, 2024, the Company is in process of analyzing the probability of collectability of the arbitration award.

 

37N Note

 

See Note 9, Loans Payable, for discussion related to the accounting for the 37N embedded derivative.

 

Warrant Liability

 

2022 Warrants

 

On June 10, 2022, we sold an aggregate of 4,939,515 shares of our Common Stock and the 2022 Warrants to holders to purchase up to 4,939,515 shares of our Common Stock (“2022 Warrants”). The net proceeds received from sale, after offering expenses of $1.8 million, were $14.7 million. The shares of common stock and warrants were sold in units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $3.35 (the “2022 Warrant Price”) per share of common stock. Each unit was sold at a negotiated price of $3.35 per unit. The 2022 Warrants are exercisable at any time beginning on December 10, 2022, and ending on the close of business on June 10, 2027.

 

The Company determined that the 2022 Warrants meet the definition of a derivative and are not considered indexed to the Company’s own stock due to the input related to the price per share and any non-cash consideration. Management determined that this input would preclude the 2022 Warrants from being indexed to the Company’s stock given that this input could be affected by variables that are extraneous to the pricing of a fixed-for-fixed option or forward contract on equity shares. As such, the 2022 Warrants were recognized as derivative liabilities and will be initially and subsequently measured at fair value with the gain or loss due to changes in fair value recognized in the current period. The Company noted that when debt is issued with liability-classified stock purchase warrants, the residual method should be used so that the warrants are recognized at fair value at issuance and the residual proceeds are allocated to the debt.

 

The fair value of the obligation on September 30, 2024 and December 31, 2023 was $2.2 million and $13.4 million, respectively, with changes in the fair value of a decrease of $10.8 million and an increase of $0.2 million for the three months ended September 30, 2024 and 2023, respectively, and decreases of $11.2 million and $3.4 million for the nine months ended September 30, 2024 and 2023, respectively.

March 2023 Warrants and December 2023 Warrants

See Note 9, Loans Payable, for discussion related to the accounting for the March 2023 Warrants and the December 2023 Warrants.

Put Option Liability

See Note 6, Investment in unconsolidated entities, for discussion regarding the Equity Exchange Agreement.
v3.24.3
Accrued Expenses
 9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
Accrued Expenses – ACCRUED EXPENSES

 

Accrued expenses consist of the following:

 

September 30, 2024

 

 

December 31, 2023

 

Compensation and incentives

 

$

1,181

 

 

$

5,239

 

Professional services

 

 

347,717

 

 

 

296,332

 

Deposits

 

 

450,000

 

 

 

450,000

 

Interest

 

 

1,052,650

 

 

 

912,915

 

Exploration license fees

 

 

7,754,270

 

 

 

6,828,872

 

Total accrued expenses

 

 

9,605,818

 

 

 

8,493,358

 

 

Deposits consist of an earnest money deposit from CIC, which relates to a draft agreement related to the potential sale of a stake of our equity in CIC. This transaction has not yet been agreed upon or consummated.
v3.24.3
Stockholders' Equity/(Deficit)
 9 Months Ended
Sep. 30, 2024
Federal Home Loan Banks [Abstract]  
Stockholders' Equity/(Deficit) – STOCKHOLDERS’ EQUITY/(DEFICIT)

 

Share-Based Compensation

 

The Company recorded share-based compensation expense related to our options and restricted stock units of $0.1 million and $0.2 million, for the three months ended September 30, 2024 and 2023, respectively, and $1.7 million and $0.5 million, for the nine months ended September 30, 2024 and 2023, respectively.

 

On January 29, 2024, we granted options to purchase an aggregate of 90,000 shares of Common Stock to directors, options to purchase an aggregate of 200,000 shares of common stock to officers, and options to purchase an aggregate of 302,200 shares of common stock to employees. The value of the stock options granted was determined using the Black-Scholes-Merton option-pricing model (“BSM”), which values options based on the stock price at the grant date, the expected life of the option, the estimated volatility of the stock, the expected dividend payments, and the risk-free interest rate over the life of the option. Expected volatilities are based on the historical volatility of the Company’s stock as well as other companies operating similar businesses. The expected term (in years) is determined using historical data to estimate option exercise patterns. Forfeitures are recognized in compensation expense when they occur. The expected dividend yield is based on the annualized dividend rate over the vesting period. The risk-free interest rate is based on the rate for US Treasury bonds commensurate with the expected term of the granted option.

 

The Company used the following assumptions for the BSM to determine the fair value of the stock options granted during the nine months ended September 30, 2024.

 



 

 

January 29, 2024

 

Risk free interest rate

 

 

 

3.97

%

Expected life

 

 

5 years

 

Expected volatility

 

 

 

62.42

%

Expected dividend yield

 

 

—

 

Grant-date fair value

 

 

2.61

 
v3.24.3
Concentration of Credit Risk
 9 Months Ended
Sep. 30, 2024
Risks and Uncertainties [Abstract]  
Concentration of Credit Risk

NOTE 13 – CONCENTRATION OF CREDIT RISK

We do not currently have any debt obligations with variable interest rates.

For the three and nine months ended September 30, 2024, we had two customers, CIC and OML, both of which are related parties (see Note 5, Related Party Transactions), that accounted for 100% of our total revenue. For the three and nine months ended September 30, 2023, we had one customer, CIC, which is a related party, that accounted for 100% of our total revenue.

 

As of both September 30, 2024 and December 31, 2023, the Company held cash in financial institutions that were over the federally insured limits. The Company has not incurred losses on these accounts.
v3.24.3
Sale-leaseback Financing Obligations
 9 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Sale-leaseback Financing Obligations

NOTE 14 – SALE-LEASEBACK FINANCING OBLIGATIONS

During the year ended December 31, 2023, the Company’s subsidiaries sold marine equipment to third-party buyers for an aggregate of $4.5 million. Simultaneously with each sale, the subsidiaries entered into lease agreements with each buyer of the respective marine equipment (the sale of the property and simultaneous leaseback is referred to as a “sale-leaseback”).

The Company accounted for the sale-leaseback transactions as financing transactions with the purchasers of the property in accordance with ASC Topic 842 as the lease agreements were determined to be finance leases. The Company concluded the lease agreements both met the qualifications to be classified as finance leases due to the obligation to repurchase the equipment.

ORI was one of Odyssey’s subsidiaries that entered into one of the sale-leaseback financing obligations noted above. As noted in Note 6, Investment in Unconsolidated Entity, Odyssey transferred all of its shares in ORI to OML as part of the Investment in OML. Pursuant to the OML Purchase Agreement, Odyssey is obligated to pay all amounts owed for rent and the repurchase of the marine equipment under the sale-leaseback agreement.

As of September 30, 2024 and December 31, 2023, the carrying values of the financing liabilities were $4.2 million and $4.1 million. The monthly lease payments are split between a reduction of principal and interest expense using the effective interest rate method.

Remaining future cash payments related to the financing liability, for the remainder of 2024 and thereafter are as follows:

 

Year Ending December 31,

Annual payment obligation

 

2024

$

135,000

 

2025

 

540,000

 

2026

 

540,000

 

2027

 

4,710,000

 

Thereafter

 

—

 

 

 

 

 

$

5,925,000

 
v3.24.3
Subsequent Event
 9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
Subsequent Event

NOTE 15 – SUBSEQUENT EVENTS

Nasdaq Listing Requirements

On October 30, 2024, the Company was notified by the listing qualifications staff of Nasdaq Regulation (“Nasdaq”) that the Company did not satisfy the minimum $35.0 million market value of the listed securities requirement for 30 consecutive business days, as required under Nasdaq Listing Rule 5550(b)(2) for the Nasdaq Capital Market. In accordance with the Nasdaq Listing Rules, the Company has a 180-calendar day period, ending April 28, 2025, to regain compliance with the market capitalization requirement. To become compliant, the Company must evidence a market value of listed securities of at least $35.0 million for a minimum of ten consecutive business days.

On November 4, 2024, the Company was notified by the listing qualifications staff of Nasdaq that the Company did not satisfy the $1.00 minimum bid price requirement for 30 consecutive business days, as required under Nasdaq Listing Rule 5550(a)(2) for the Nasdaq Capital Market. In accordance with the Nasdaq Listing Rules, the Company has a 180-calendar day period, ending May 5, 2025, to regain compliance with the minimum bid price requirement. To become compliant, the Company must evidence a minimum bid price of at least $1.00 per share of its common stock for a minimum of ten consecutive business days.

If the Company does not regain compliance with both rules prior to the expiration of the respective compliance periods, it will receive written notification that its securities are subject to delisting, and at that time the Company may appeal the delisting determination to a hearing panel. The notices have no immediate impact on the listing of the Company’s securities on the Nasdaq Capital Market.

OML Purchase Agreement

As disclosed in Note 6, Investment in Unconsolidated Entity, on October 18, 2024, Odyssey and OML entered into a Termination Agreement pursuant to which the parties terminated the OML Purchase Agreement (the “Termination Agreement”). The Termination Agreement did not affect the Equity Exchange Agreement or the Contribution Agreement, each of which remains in effect.

37North Conversion

In October 2024, 37N delivered exercise notices to us pursuant to which it exercised its right to convert the remainder of the outstanding indebtedness under the Note Agreement, amounting to $467,043, into shares of our Common Stock. In accordance with the Note Agreement, based on the applicable conversation rates of ranging between $0.41055 and $0.6993, we issued 853,671 shares of our Common Stock to 37N during October 2024.
v3.24.3
Summary of Significant Accounting Policies (Policies)
 9 Months Ended
Sep. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Principles of Consolidation

Principles of Consolidation

 

The condensed consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries, both domestic and international. Equity investments in which we exercise significant influence but do not control and of which we are not the primary beneficiary are accounted for using the equity method. All significant inter-company and intra-company transactions and balances have been eliminated. The portion of the consolidated subsidiaries not owned by the Company and any related activity is eliminated through non-controlling interests in the condensed consolidated balance sheets and net income or loss attributable to redeemable non-controlling interests in the condensed consolidated statements of operations. The results of operations attributable to the non-controlling interest are presented within equity and net income or loss and are shown separately from the Company’s equity and net income attributable to the Company. Some of the existing inter-company balances, which are eliminated upon consolidation, include features allowing the liabilities of Exploraciones Oceánicas S. de R.L. de CV (“ExO”) and Oceanica Resources, S. de R.L. (“Oceanica”), majority-owned subsidiaries of the Company, to be converted into additional equity of a subsidiary, which, if exercised, could increase the Company’s direct or indirect interest in the non-wholly owned subsidiaries.
Use of Estimates

Use of Estimates

 

Management used estimates and assumptions in preparing these condensed consolidated financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Actual results could vary from the estimates that were used.
Bismarck Exploration License

Bismarck Exploration License

 

The Company follows the guidance pursuant to Financial Accounting Standards Board (“FASB”) ASC 350, “Intangibles-Goodwill and Other” (“ASC 350”) in accounting for the exploration license held by Bismarck Mining Corporation, Ltd., (the “Bismarck Exploration License”). Management determined the rights to use the license to have an indefinite life. This assessment is based on the historical success of renewing the license every two years since 2006, and the fact that management believes there are no legal, regulatory, or contractual provisions that would limit the useful life of the asset. The Company was notified in November 2023 that the 2022 exploration license renewal application was approved. The Bismarck Exploration License is not dependent on another asset or group of assets that could potentially limit the useful life of the Bismarck Exploration License. We test the Bismarck Exploration License for impairment annually, and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired, per the guidance of the ASC 350. We did not have any impairment indicators for the three and nine months ended September 30, 2024 and 2023.
Investment in Unconsolidated Entities

Investment in Unconsolidated Entities

 

As discussed in Note 6, Investment in Unconsolidated Entities, the Company has cost basis method investments and equity method investments with related parties. As of September 30, 2024 and December 31, 2023, there were no variable interest entities (“VIE”) for which the Company was the primary beneficiary. We also review these investments for any potential impairment annually.
Long-Lived Assets

Long-Lived Assets

 

We did not have any impairment indicators related to long-lived assets for the three and nine months ended September 30, 2024 and 2023.
Earnings Per Share

Earnings Per Share (“EPS”)

 

Basic EPS has been computed pursuant to FASB ASC Topic 260, Earnings Per Share, and is computed by dividing income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that would occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in our earnings. We use the treasury stock method to compute potential common shares from stock options, restricted stock units and warrants and use the if-converted method to compute potential common shares from preferred stock, convertible notes or other convertible securities.

 

Dilutive common stock equivalents include the dilutive effect of in-the-money stock equivalents, which are calculated based on the average share price for each period using the treasury stock method, excluding any common stock equivalents if their effect would be anti-dilutive. The potential common shares in the following tables represent potential common shares from outstanding options, restricted stock awards, convertible notes and other convertible securities that were excluded from the calculation of diluted EPS during periods due to having an anti-dilutive effect are:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Average market price during the period

 

$

3.75

 

 

$

3.79

 

 

$

4.16

 

 

$

3.41

 

Option awards

 

 

1,233,090

 

 

 

1,116,855

 

 

 

1,529,824

 

 

 

1,098,433

 

Unvested restricted stock awards

 

 

—

 

 

 

207,200

 

 

 

10,087

 

 

 

10,999

 

Convertible notes

 

 

—

 

 

 

573,813

 

 

 

—

 

 

 

—

 

Common Stock Warrant related

 

 

5,878,427

 

 

 

12,096,169

 

 

 

2,174,716

 

 

 

7,156,654

 

Put Options

 

 

—

 

 

 

3,994,419

 

 

 

—

 

 

 

—

 

 

The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Odyssey Marine Exploration, Inc.

 

$

18,688,236

 

 

$

(3,813,285

)

 

$

20,659,157

 

 

$

13,562,793

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) available to stockholders

 

$

18,688,236

 

 

$

(3,813,285

)

 

$

20,659,157

 

 

$

13,562,793

 

Income (loss) on equity method investment

 

 

746,505

 

 

 

—

 

 

 

(256,062

)

 

 

—

 

Fair value change of debt instruments

 

 

(5,285,472

)

 

 

—

 

 

 

(5,528,725

)

 

 

(214,339

)

Fair value change of warrants

 

 

(10,798,965

)

 

 

—

 

 

 

(17,394,715

)

 

 

(3,398,976

)

Fair value change of convertible debt

 

 

(6,279

)

 

 

—

 

 

 

(360,690

)

 

 

—

 

Diluted net income (loss) available to stockholders

 

$

3,344,025

 

 

$

(3,813,285

)

 

$

(2,881,035

)

 

$

9,949,478

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding – Basic

 

 

20,665,783

 

 

 

20,025,067

 

 

 

20,524,779

 

 

 

19,871,381

 

Dilutive effect of options

 

 

24,862

 

 

 

—

 

 

 

—

 

 

 

5,236

 

Dilutive effect of other derivative instruments

 

 

3,871,880

 

 

 

—

 

 

 

3,871,880

 

 

 

174,754

 

Dilutive effect of warrants

 

 

519,690

 

 

 

—

 

 

 

1,386,386

 

 

 

91,459

 

Dilutive effect of convertible instruments

 

 

137,043

 

 

 

—

 

 

 

131,488

 

 

 

1,394,132

 

Weighted average common shares outstanding – Diluted

 

 

25,219,258

 

 

 

20,025,067

 

 

 

25,914,533

 

 

 

21,536,962

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.90

 

 

$

(0.19

)

 

$

1.01

 

 

$

0.68

 

Diluted

 

$

0.13

 

 

$

(0.19

)

 

$

(0.11

)

 

$

0.46

 
Segment Reporting

Segment Reporting

 

We evaluate the products and services that produce our revenue and the geographical regions in which we operate to determine reportable segments in accordance with ASC 280 – Segment Reporting. Based on that evaluation, we have determined that we have only one operating segment.
Accounting Standards Not Yet Adopted

Accounting Standards Not Yet Adopted

 

In November 2023, the FASB issued new guidance on segment reporting (ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”). This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company operates in one reportable segment; however, it is currently evaluating the effect that implementation of this standard will have on the Company’s condensed consolidated financial statements and disclosures.

 

In December 2023, the FASB issued new guidance on income tax disclosures (ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”). Among other requirements, this update adds specific disclosure requirements for income taxes, including: (1) disclosing specific categories in the rate reconciliation and (2) providing additional information for reconciling items that meet quantitative thresholds. The guidance is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the impact of the adoption of ASU 2023-09 on the Company’s condensed consolidated financial statements and disclosures.

 

Other recent accounting pronouncements issued by the FASB, the AICPA and the SEC did not or are not believed by management to have a material effect, if any, on the Company’s financial statements.
v3.24.3
Summary of Significant Accounting Policies (Tables)
 9 Months Ended
Sep. 30, 2024
Reconciliation of Numerators and Denominators used in Computing Basic and Diluted Net Income Per Share

The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Odyssey Marine Exploration, Inc.

 

$

18,688,236

 

 

$

(3,813,285

)

 

$

20,659,157

 

 

$

13,562,793

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) available to stockholders

 

$

18,688,236

 

 

$

(3,813,285

)

 

$

20,659,157

 

 

$

13,562,793

 

Income (loss) on equity method investment

 

 

746,505

 

 

 

—

 

 

 

(256,062

)

 

 

—

 

Fair value change of debt instruments

 

 

(5,285,472

)

 

 

—

 

 

 

(5,528,725

)

 

 

(214,339

)

Fair value change of warrants

 

 

(10,798,965

)

 

 

—

 

 

 

(17,394,715

)

 

 

(3,398,976

)

Fair value change of convertible debt

 

 

(6,279

)

 

 

—

 

 

 

(360,690

)

 

 

—

 

Diluted net income (loss) available to stockholders

 

$

3,344,025

 

 

$

(3,813,285

)

 

$

(2,881,035

)

 

$

9,949,478

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding – Basic

 

 

20,665,783

 

 

 

20,025,067

 

 

 

20,524,779

 

 

 

19,871,381

 

Dilutive effect of options

 

 

24,862

 

 

 

—

 

 

 

—

 

 

 

5,236

 

Dilutive effect of other derivative instruments

 

 

3,871,880

 

 

 

—

 

 

 

3,871,880

 

 

 

174,754

 

Dilutive effect of warrants

 

 

519,690

 

 

 

—

 

 

 

1,386,386

 

 

 

91,459

 

Dilutive effect of convertible instruments

 

 

137,043

 

 

 

—

 

 

 

131,488

 

 

 

1,394,132

 

Weighted average common shares outstanding – Diluted

 

 

25,219,258

 

 

 

20,025,067

 

 

 

25,914,533

 

 

 

21,536,962

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.90

 

 

$

(0.19

)

 

$

1.01

 

 

$

0.68

 

Diluted

 

$

0.13

 

 

$

(0.19

)

 

$

(0.11

)

 

$

0.46

 
In the Money Potential Common Shares [Member]  
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share The potential common shares in the following tables represent potential common shares from outstanding options, restricted stock awards, convertible notes and other convertible securities that were excluded from the calculation of diluted EPS during periods due to having an anti-dilutive effect are:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Average market price during the period

 

$

3.75

 

 

$

3.79

 

 

$

4.16

 

 

$

3.41

 

Option awards

 

 

1,233,090

 

 

 

1,116,855

 

 

 

1,529,824

 

 

 

1,098,433

 

Unvested restricted stock awards

 

 

—

 

 

 

207,200

 

 

 

10,087

 

 

 

10,999

 

Convertible notes

 

 

—

 

 

 

573,813

 

 

 

—

 

 

 

—

 

Common Stock Warrant related

 

 

5,878,427

 

 

 

12,096,169

 

 

 

2,174,716

 

 

 

7,156,654

 

Put Options

 

 

—

 

 

 

3,994,419

 

 

 

—

 

 

 

—

 
v3.24.3
Accounts Receivable and Other Related Party , Net (Tables)
 9 Months Ended
Sep. 30, 2024
Receivables [Abstract]  
Summary of Accounts Receivable

Our accounts receivable consist of the following:

 

 

September 30, 2024

 

 

December 31, 2023

 

Related party (see Notes 5 and 6)

 

$

67,320

 

 

$

46,394

 

Other

 

 

16,803

 

 

 

63,926

 

Total accounts receivable and other, net

 

$

84,123

 

 

$

110,320

 
v3.24.3
Other Current Assets (Tables)
 9 Months Ended
Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Summary of Other Current Assets

Our other current assets consisted of the following:

 

 

 

September 30, 2024

 

 

December 31, 2023

 

Prepaid assets

 

$

135,917

 

 

$

608,353

 

Other

 

 

107,553

 

 

 

119,820

 

Deposits

 

 

35,266

 

 

 

15,266

 

Total other current assets

 

$

278,736

 

 

$

743,439

 
v3.24.3
Investment In Unconsolidated Entities (Tables)
 9 Months Ended
Sep. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Schedule of Investment in Unconsolidated Entities

 

 

September 30, 2024

 

 

December 31, 2023

 

CIC Limited

 

$

4,890,949

 

 

$

4,514,618

 

Ocean Minerals, LLC

 

 

5,034,005

 

 

 

4,487,028

 

Chatham Rock Phosphate, Limited

 

 

—

 

 

 

—

 

Neptune Minerals, Inc.

 

 

—

 

 

 

—

 

Investment in unconsolidated entities

 

$

9,924,954

 

 

$

9,001,646

 

 
Schedule of Initial Closing Consideration

The Company determined that the initial Closing Consideration is as follows:

Cash consideration

 

 

 

$

1,000,000

 

Fair value of Odyssey Retriever, Inc.

 

 

 

 

3,280,261

 

Fair value of the Second Closing

 

 

 

 

676,921

 

Fair value of the Third Closing

 

 

 

 

769,875

 

Fair value of the Equity Exchange Agreement

 

 

 

 

4,516,007

 

Transaction costs

 

 

 

 

49,988

 

Initial closing consideration

 

 

 

$

10,293,052

 
Schedule Of Financial Information

The following tables provide summarized financial information for OML, its equity method accounted investee, not adjusted for the percentage ownership of the Company, compiled from its financial statements, reported on a one-quarter lag.

 

 

 

June 30, 2024

 

 

 

Three Months Ended

 

 

Six Months Ended

 

Revenue

 

$

2,089,827

 

 

$

4,179,655

 

General expenses

 

 

(1,036,754

)

 

 

(2,073,508

)

Payroll expenses

 

 

(609,812

)

 

 

(1,219,624

)

Net Loss

 

$

(461,542

)

 

$

(923,085

)

 

 

 

As of

 

 

 

June 30, 2024

 

Total Assets

 

$

39,400,310

 

Total Liabilities

 

$

12,427,228

 
v3.24.3
Loans Payable (Tables)
 9 Months Ended
Sep. 30, 2024
Text Block [Abstract]  
Schedule of Consolidated Notes Payable

The Company’s consolidated loans payable consisted of the following carrying values at:

 

 

Loan payable

 

 

September 30, 2024

 

 

December 31, 2023

 

March 2023 Note

 

$

12,689,588

 

 

$

14,858,816

 

December 2023 Note

 

 

6,373,454

 

 

 

6,000,000

 

Emergency Injury Disaster Loan

 

 

150,000

 

 

 

150,000

 

Vendor note payable

 

 

484,009

 

 

 

484,009

 

AFCO Insurance note payable

 

 

—

 

 

 

468,751

 

Pignatelli note

 

 

—

 

 

 

500,000

 

37N Note

 

 

389,202

 

 

 

804,997

 

Finance liability (Note 14)

 

 

4,183,728

 

 

 

4,112,332

 

Total Loans payable

 

$

24,269,981

 

 

$

27,378,905

 

Less: Unamortized deferred lender fee

 

 

(29,045

)

 

 

(106,488

)

Less: Unamortized deferred discount

 

 

(1,063,361

)

 

 

(3,955,449

)

Total Loans payable, net

 

$

23,177,575

 

 

$

23,316,968

 

Less: Current portion of loans payable

 

 

(19,383,847

)

 

 

(15,413,894

)

Loans payable—long term

 

$

3,793,728

 

 

$

7,903,074

 
v3.24.3
Fair Value Measurements (Tables)
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Summary of Fair Value Hierarchy for Financial Liabilities Measured At Fair Value on a Recurring Basis The following tables summarize our fair value hierarchy for our financial liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023.

 

 

 

 

Fair Value

 

 

 

Level

 

September 30, 2024

 

 

December 31, 2023

 

Liabilities

 

 

 

 

 

 

 

 

37N Note embedded derivative

 

3

 

$

147,963

 

 

$

702,291

 

Put option liability

 

3

 

 

108,437

 

 

 

5,637,162

 

Litigation financing

 

3

 

 

58,668,368

 

 

 

52,115,647

 

Warrant liabilities issued with debt (December 2023 Warrants)

 

3

 

 

652,100

 

 

 

2,392,563

 

Warrant liabilities issued with equity (2022 Warrants)

 

3

 

 

2,247,643

 

 

 

13,399,822

 

March 2023 Warrants

 

3

 

 

1,511,902

 

 

 

—

 

Total of fair valued liabilities

 

 

 

$

63,336,413

 

 

$

74,247,485

 
Schedule of Changes in Level 3 Fair Value Measurements

Changes in our Level 3 fair value measurements were as follows:

 

 

 

March 2023
Warrants

 

 

37N Note
embedded
derivative

 

 

Put option
liability

 

 

Litigation
financing

 

 

December
2023
Warrants

 

 

2022 Warrants

 

 

Total

 

Year ended December 31, 2023

 

$

—

 

 

$

702,291

 

 

$

5,637,162

 

 

$

52,115,647

 

 

$

2,392,563

 

 

$

13,399,822

 

 

$

74,247,485

 

Change in fair value

 

 

(2,491,420

)

 

 

(365,434

)

 

 

(1,252,385

)

 

 

576,173

 

 

 

(124,091

)

 

 

(4,197,744

)

 

 

(7,854,901

)

Classification of warrants as liability

 

 

7,754,438

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

7,754,438

 

Three months ended March 31, 2024

 

 

5,263,018

 

 

 

336,857

 

 

 

4,384,777

 

 

 

52,691,820

 

 

 

2,268,472

 

 

 

9,202,078

 

 

 

74,147,022

 

Debt conversion - 55,000 common shares

 

 

 

 

 

(96,582

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(96,582

)

Change in fair value

 

 

2,161,967

 

 

 

11,023

 

 

 

1,009,132

 

 

 

769,995

 

 

 

1,128,816

 

 

 

3,844,530

 

 

 

8,925,463

 

Three months ended June 30, 2024

 

 

7,424,985

 

 

 

251,298

 

 

 

5,393,909

 

 

 

53,461,815

 

 

 

3,397,288

 

 

 

13,046,608

 

 

 

82,975,903

 

Debt conversion - 120,000 common shares

 

 

—

 

 

 

(97,056

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(97,056

)

Change in fair value

 

 

(5,913,083

)

 

 

(6,279

)

 

 

(5,285,472

)

 

 

5,206,553

 

 

 

(2,745,188

)

 

 

(10,798,965

)

 

 

(19,542,434

)

Three months ended September 30, 2024

 

$

1,511,902

 

 

$

147,963

 

 

$

108,437

 

 

$

58,668,368

 

 

$

652,100

 

 

$

2,247,643

 

 

$

63,336,413

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2022

 

$

—

 

 

$

—

 

 

$

—

 

 

$

45,368,948

 

 

$

—

 

 

$

13,602,467

 

 

$

58,971,415

 

Change in fair value

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,685,517

 

 

 

—

 

 

 

(4,732,403

)

 

 

(3,046,886

)

Other

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,528

 

 

 

—

 

 

 

—

 

 

 

2,528

 

Three months ended March 31, 2023, As Restated

 

 

—

 

 

 

—

 

 

 

—

 

 

 

47,056,993

 

 

 

—

 

 

 

8,870,064

 

 

 

55,927,057

 

Issuance of new instrument

 

 

—

 

 

 

423,696

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

423,696

 

Issuance of new funding

 

 

—

 

 

 

—

 

 

 

—

 

 

 

4,633

 

 

 

—

 

 

 

—

 

 

 

4,633

 

Change in fair value

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,682,988

 

 

 

—

 

 

 

1,076,881

 

 

 

2,759,869

 

Three months ended June 30, 2023, As Restated

 

 

—

 

 

 

423,696

 

 

 

—

 

 

 

48,744,614

 

 

 

—

 

 

 

9,946,945

 

 

 

59,115,255

 

Issuance of new funding

 

 

—

 

 

 

—

 

 

 

4,516,007

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

4,516,007

 

Warrants Exercised

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(184,600

)

 

 

(184,600

)

Change in fair value

 

 

—

 

 

 

173,287

 

 

 

(242,969

)

 

 

1,685,516

 

 

 

—

 

 

 

243,313

 

 

 

1,859,147

 

Nine months ended September 30, 2023

 

$

—

 

 

$

596,983

 

 

$

4,273,038

 

 

$

50,430,130

 

 

$

—

 

 

$

10,005,658

 

 

$

65,305,809

 
v3.24.3
Accrued Expenses (Tables)
 9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
Components of Accrued Expenses

Accrued expenses consist of the following:

 

September 30, 2024

 

 

December 31, 2023

 

Compensation and incentives

 

$

1,181

 

 

$

5,239

 

Professional services

 

 

347,717

 

 

 

296,332

 

Deposits

 

 

450,000

 

 

 

450,000

 

Interest

 

 

1,052,650

 

 

 

912,915

 

Exploration license fees

 

 

7,754,270

 

 

 

6,828,872

 

Total accrued expenses

 

 

9,605,818

 

 

 

8,493,358

 
v3.24.3
Sale-leaseback Financing Obligations (Tables)
 9 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Schedule of Remaining future cash payments related to the financing liability

Remaining future cash payments related to the financing liability, for the remainder of 2024 and thereafter are as follows:

 

Year Ending December 31,

Annual payment obligation

 

2024

$

135,000

 

2025

 

540,000

 

2026

 

540,000

 

2027

 

4,710,000

 

Thereafter

 

—

 

 

 

 

 

$

5,925,000

 
v3.24.3
Stockholders' Equity (Deficit) (Tables)
 9 Months Ended
Sep. 30, 2024
Federal Home Loan Banks [Abstract]  
Summary of Options Valued in Estimated on Date of Grant Using Black-Scholes Option-Pricing Model with Following Assumptions Used for Grants Issued

The Company used the following assumptions for the BSM to determine the fair value of the stock options granted during the nine months ended September 30, 2024.

 



 

 

January 29, 2024

 

Risk free interest rate

 

 

 

3.97

%

Expected life

 

 

5 years

 

Expected volatility

 

 

 

62.42

%

Expected dividend yield

 

 

—

 

Grant-date fair value

 

 

2.61

 
v3.24.3
Basis of Presentation - Additional Information (Detail) - USD ($)
 9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]    
Proceeds from other operating activities $ 9,800,000  
Non restricted cash balance 2,900,000  
Working capital deficit 27,700,000  
Total Assets 21,758,228 $ 22,752,297
Cash 2,900,000  
Residual Economic Interests Received From Shipwreck [Member]    
New Accounting Pronouncements or Change in Accounting Principle [Line Items]    
Proceeds from other operating activities $ 9,800,000  
v3.24.3
Summary of Significant Accounting Policies - Additional Information (Detail)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Segment
Sep. 30, 2023
USD ($)
Property, Plant and Equipment [Line Items]        
Exploration license impairments $ 0 $ 0 $ 0 $ 0
Asset impairment charges $ 0 $ 0 $ 0 $ 0
Number of operating segment | Segment     1  
v3.24.3
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share for in the Money Potential Common Shares (Detail) - $ / shares
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Average market price during the period $ 3.75 $ 3.79 $ 4.16 $ 3.41
Option awards [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potential common shares excluded from EPS 1,233,090 1,116,855 1,529,824 1,098,433
Out Of The Money Unrestricted Stock Awards [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potential common shares excluded from EPS 0 207,200 10,087 10,999
Convertible Debt Securities [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potential common shares excluded from EPS 0 573,813 0 0
Warrant [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potential common shares excluded from EPS 5,878,427 12,096,169 2,174,716 7,156,654
Put Options [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potential common shares excluded from EPS 0 3,994,419 0 0
v3.24.3
Summary of Significant Accounting Policies - Reconciliation of Numerators and Denominators used in Computing Basic and Diluted Net Income Per Share (Detail) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Accounting Policies [Abstract]        
Net income (loss) attributable to Odyssey Marine Exploration, Inc. $ 18,688,236 $ (3,813,285) $ 20,659,157 $ 13,562,793
Numerator:        
Basic net income (loss) available to stockholders 18,688,236 (3,813,285) 20,659,157 13,562,793
Income (loss) on equity method investment 746,505 0 (256,062) 0
Fair value change inof debt instruments (5,285,472) 0 (5,528,725) (214,339)
Fair value change of warrants (10,798,965) 0 (17,394,715) (3,398,976)
Fair value change of convertible debt (6,279) 0 (360,690) 0
Diluted net income (loss) available to stockholders $ 3,344,025 $ (3,813,285) $ (2,881,035) $ 9,949,478
Denominator:        
Weighted average common shares outstanding - Basic 20,665,783 20,025,067 20,524,779 19,871,381
Dilutive effect of options 24,862 0 0 5,236
Dilutive effect of restricted stock awards 3,871,880 0 3,871,880 174,754
Dilutive effect of warrants 519,690 0 1,386,386 91,459
Dilutive effect of convertible instruments 137,043 0 131,488 1,394,132
Weighted average common shares outstanding - Diluted 25,219,258 20,025,067 25,914,533 21,536,962
Net income (loss) per share:        
Basic $ 0.9 $ (0.19) $ 1.01 $ 0.68
Diluted $ 0.13 $ (0.19) $ (0.11) $ 0.46
v3.24.3
Accounts And Other Related Party Receivables - Summary of Accounts Receivable (Detail) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Total accounts receivable and other, net $ 84,123 $ 110,320
Related Party [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross 67,320 46,394
Other [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross $ 16,803 $ 63,926
v3.24.3
Other Current Assets - Summary of Other Current Assets (Detail) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Prepaid assets $ 135,917 $ 608,353
Other 107,553 119,820
Deposits 35,266 15,266
Total other current assets $ 278,736 $ 743,439
v3.24.3
Related Party Transactions - Additional Information (Detail) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 06, 2024
Sep. 05, 2024
Jun. 10, 2022
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Related Party Transaction [Line Items]                
Proceeds from other operating activities           $ 9,800,000    
Services Agreement [Member] | Deep Sea Mineral Company, CIC, LLC [Member]                
Related Party Transaction [Line Items]                
Debt outstanding with accrued interest       $ 119,300,000   $ 119,300,000    
Purchase Agreement [Member] | Two Seas Funds [Member]                
Related Party Transaction [Line Items]                
Principal paid $ 600,000              
Class of warrants or rights exercise price of warrants or rights       $ 3.78   $ 3.78    
Debt instrument face amount       $ 80,459   $ 246,109    
Paid in kind interest into capitalized principal           162,163    
Paid in cash capitalized principal       $ 83,946   $ 83,946    
Class of warrants or rights outstanding       727,514   727,514    
Purchase Agreement [Member] | Fourworld Funds [Member]                
Related Party Transaction [Line Items]                
Principal paid 200,000              
Class of warrants or rights exercise price of warrants or rights       $ 3.78   $ 3.78    
Debt instrument face amount       $ 31,899   $ 97,575    
Paid in kind interest into capitalized principal           64,293    
Paid in cash capitalized principal       $ 33,282   $ 33,282    
Class of warrants or rights outstanding       285,715   285,715    
December Two Thousand And Twenty Three Purchase Agreement [Member] | Two Seas Funds [Member]                
Related Party Transaction [Line Items]                
Debt instrument face amount       $ 59,082   $ 171,232    
December Two Thousand And Twenty Three Purchase Agreement [Member] | Fourworld Funds [Member]                
Related Party Transaction [Line Items]                
Debt instrument face amount       $ 14,771   $ 42,831    
December Two Thousand And Twenty Three Purchase Agreement1 [Member] | Two Seas Funds [Member]                
Related Party Transaction [Line Items]                
Class of warrants or rights exercise price of warrants or rights       $ 4.25   $ 4.25    
Class of warrants or rights outstanding       470,588   470,588    
December Two Thousand And Twenty Three Purchase Agreement1 [Member] | Fourworld Funds [Member]                
Related Party Transaction [Line Items]                
Class of warrants or rights exercise price of warrants or rights       $ 4.25   $ 4.25    
Class of warrants or rights outstanding       117,648   117,648    
December Two Thousand And Twenty Three Purchase Agreement2 [Member] | Two Seas Funds [Member]                
Related Party Transaction [Line Items]                
Class of warrants or rights exercise price of warrants or rights       $ 7.09   $ 7.09    
Class of warrants or rights outstanding       70,521   70,521    
December Two Thousand And Twenty Three Purchase Agreement2 [Member] | Fourworld Funds [Member]                
Related Party Transaction [Line Items]                
Class of warrants or rights exercise price of warrants or rights       $ 7.09   $ 7.09    
Class of warrants or rights outstanding       17,631   17,631    
Related Party [Member] | Back Office Technical and Support Services [Member] | Deep Sea Mineral Company, CIC, LLC [Member]                
Related Party Transaction [Line Items]                
Invoiced for technical services       $ 100,000 $ 100,000 $ 400,000 $ 600,000  
Related Party [Member] | Services Agreement [Member]                
Related Party Transaction [Line Items]                
Financing receivable after allowance for credit loss       $ 1,400,000   $ 1,400,000   $ 700,000
Four World Capital Management Llc [Member]                
Related Party Transaction [Line Items]                
Beneficial ownership percentage       20.00%   20.00%    
Stock issued during the period shares new issues     292,628          
Class of warrants or rights exercise price of warrants or rights       $ 3.35   $ 3.35    
Four World Capital Management Llc [Member] | 2022 Warrants [Member]                
Related Party Transaction [Line Items]                
Class of warrants or rights number of securities covered by warrants or rights     292,628          
Class of warrants or rights shares issued on the exercise of warrants     1,000          
Class of warrants or rights exercise price of warrants or rights       $ 3.35   $ 3.35    
Class of warrants or rights outstanding       291,628   291,628    
Fourworlds Funds [Member]                
Related Party Transaction [Line Items]                
Beneficial ownership percentage       6.00%   6.00%    
Two Seas Capital Lp [Member]                
Related Party Transaction [Line Items]                
Beneficial ownership percentage       9.99%   9.99%    
Stock issued during the period shares new issues     447,761          
Class of warrants or rights exercise price of warrants or rights       $ 3.35   $ 3.35    
Two Seas Capital Lp [Member] | 2022 Warrants [Member]                
Related Party Transaction [Line Items]                
Class of warrants or rights number of securities covered by warrants or rights     447,761          
Class of warrants or rights outstanding       447,761   447,761    
March 2023 Note And Purchase Agreement [Member]                
Related Party Transaction [Line Items]                
Principal paid $ 3,000,000              
Debt instrument maturity date   Dec. 06, 2024            
CIC Limited1 [Member]                
Related Party Transaction [Line Items]                
Equity Method Investment Ownership Interest       15.30%   15.30%    
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage           11.50%    
Ocean Minerals LLC [Member]                
Related Party Transaction [Line Items]                
Equity Method Investment Ownership Interest       7.00%   7.00%    
Salvage Agreement [Member] | Maximum [Member]                
Related Party Transaction [Line Items]                
Equity Method Investment Ownership Interest       60.00%   60.00%    
Salvage Agreement [Member] | Minimum [Member]                
Related Party Transaction [Line Items]                
Equity Method Investment Ownership Interest       40.00%   40.00%    
Oceanica Marine Operations [Member] | Services Agreement [Member]                
Related Party Transaction [Line Items]                
Interest rate, stated percentage       18.00%   18.00%    
Debt outstanding with accrued interest               $ 105,000,000
Oceanica Marine Operations [Member] | Related Party [Member]                
Related Party Transaction [Line Items]                
Financing receivable after allowance for credit loss       $ 23,000,000   $ 23,000,000    
Oceanica Marine Operations [Member] | Related Party [Member] | Between 2012 and 2014 [Member]                
Related Party Transaction [Line Items]                
Financing receivable after allowance for credit loss       11,400,000   11,400,000    
Oceanica Marine Operations [Member] | Related Party [Member] | Between 2015 and 2017 [Member]                
Related Party Transaction [Line Items]                
Financing receivable after allowance for credit loss       $ 7,600,000   $ 7,600,000    
v3.24.3
Investment In Unconsolidated Entities - Schedule of Investment in Unconsolidated Entities (Detail) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]    
Investment in unconsolidated entities $ 9,924,954 $ 9,001,646
CIC Limited [Member]    
Schedule of Equity Method Investments [Line Items]    
Investment in unconsolidated entities 4,890,949 4,514,618
Ocean Minerals, LLC [Member]    
Schedule of Equity Method Investments [Line Items]    
Investment in unconsolidated entities 5,034,005 4,487,028
Chatham Rock Phosphate, Limited [Member]    
Schedule of Equity Method Investments [Line Items]    
Investment in unconsolidated entities 0 0
Neptune Minerals, Inc. [Member]    
Schedule of Equity Method Investments [Line Items]    
Investment in unconsolidated entities $ 0 $ 0
v3.24.3
Investment In Unconsolidated Entities - Additional Information (Detail)
 3 Months Ended 9 Months Ended 12 Months Ended
Jul. 03, 2023
USD ($)
$ / shares
shares
Jun. 04, 2023
USD ($)
$ / shares
shares
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Mar. 31, 2017
shares
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2012
shares
Dec. 31, 2023
USD ($)
Schedule of Equity Method Investments [Line Items]                    
Investment carrying value     $ 9,924,954     $ 9,924,954       $ 9,001,646
Equity method investment realized gain loss on disposal     $ 250,857 $ (190,000)   (96,508) $ (190,000)      
Maximum [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Contribution agreement equity interests issued or issuable number of additional shares issued value           $ 10,000,000        
Ocean Minerals, LLC [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Percentage of issued and outstanding membership owned     0.07     0.07       0.063
Contribution agreement equity interests issued or issuable number of additional shares issued value $ 10,300,000                  
Percentage of initial closing purchased units 6.28%                  
Initial closing purchased units | shares 293,399                  
Initial closing purchased units payment of cash $ 1,000,000                  
Second closing purchased units | shares 195,599                  
Second closing purchased units payment of cash $ 4,000,000                  
Third closing additional purchased units to be issued | shares 244,499                  
Third closing purchased units payment of cash $ 5,000,000                  
Optional units additional purchased units to be issued | shares 1,466,993                  
Optional units purchased units payment of cash | shares 20.45                  
Percentage of discount price paid 10.00%                  
Discounted purchase of optional units | $ / shares $ 20.45                  
Technical services revenue     $ 26,439     $ 200,000        
Investment carrying value     5,000,000     5,000,000       $ 4,500,000
Assumption of changes in put option liability     (5,300,000)     (5,500,000)        
Equity method investment realized gain loss on disposal     $ 300,000     $ (100,000)        
Ocean Minerals, LLC [Member] | Minimum [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Percentage of shares held by the company     3.00%     3.00%        
Ocean Minerals, LLC [Member] | Maximum [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Percentage of shares held by the company     5.00%     5.00%        
Odyssey Retriever, Inc [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Contractual amount     $ 5,000,000     $ 5,000,000        
Fair value of the asset     3,280,261     3,280,261        
Book value of investment held $ 3,100,000                  
Equity method investment realized gain loss on disposal $ 200,000                  
Equity Exchange Agreement [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Maximum percentage of common stock to be issued under exchange agreement 19.90%                  
Stock Option [Member] | Ocean Minerals, LLC [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Assets value of option     $ 5,700,000     $ 5,700,000        
Odyssey Minerals Cayman Limited [Member] | Unit Purchase Agreement [Member] | Ocean Minerals, LLC [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Units sold to purchaser | shares   733,497                
Purchase price   $ 15,000,000                
Percentage of issued and outstanding membership interest units purchased   15.00%                
Membership interest units purchase price per unit | $ / shares   $ 20.45                
Neptune Minerals Incorporated [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Ownership percentage     14.00%     14.00%        
Loss from unconsolidated entity     $ 21,300,000     $ 21,300,000        
Neptune Minerals Incorporated [Member] | Common Class A [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Investment carrying value     $ 0     $ 0        
Chatham Rock Phosphate Ltd [Member]                    
Schedule of Equity Method Investments [Line Items]                    
Investment carrying value                   $ 0
Ownership percentage     1.00%     1.00%        
Deep sea mining exploratory services               $ 1,700,000    
Shares received from CRP | shares         141,884       9,320,348  
Outstanding equity stake in CRP         1.00%          
v3.24.3
Investment In Unconsolidated Entities - Schedule of Initial Closing Consideration (Detail)
Sep. 30, 2024
USD ($)
Initial Closing Consideration Of Investment [Table]  
Cash consideration $ 1,000,000
Fair value of the Second Closing 676,921
Fair value of the Third Closing 769,875
Fair value of the Equity Exchange Agreement 4,516,007
Transaction costs 49,988
Initial closing consideration 10,293,052
Odyssey Retriever, Inc [Member]  
Initial Closing Consideration Of Investment [Table]  
Fair value of Odyssey Retriever, Inc. $ 3,280,261
v3.24.3
Investment In Unconsolidated Entities - Schedule of Financial Information (Details) - USD ($)
 3 Months Ended 6 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]              
Net Income (Loss) $ 18,688,236   $ (3,813,285)   $ 20,659,157 $ 13,562,793  
Total Assets 21,758,228       21,758,228   $ 22,752,297
Total Liabilities $ 98,480,151       $ 98,480,151   $ 108,658,831
Ocean Minerals, LLC [Member]              
Schedule of Equity Method Investments [Line Items]              
Revenues   $ 2,089,827   $ 4,179,655      
General expenses   (1,036,754)   (2,073,508)      
Payroll expenses   (609,812)   (1,219,624)      
Net Income (Loss)   (461,542)   (923,085)      
Total Assets   39,400,310   39,400,310      
Total Liabilities   $ 12,427,228   $ 12,427,228      
v3.24.3
Income Taxes - Additional Information (Detail)
$ in Millions
Sep. 30, 2024
USD ($)
Federal [Member]  
Income Taxes [Line Items]  
Net operating loss carryforwards subject to expiration $ 211.6
Net operating loss carryforwards, indefinitely 54.3
Net operating loss carryforwards 0.9
Foreign [Member]  
Income Taxes [Line Items]  
Net operating loss carryforwards subject to expiration 53.9
Net operating loss carryforwards 7.8
2025 Through 2027 [Member]  
Income Taxes [Line Items]  
Net operating loss carryforwards subject to expiration 29.2
2028 Through 2037 [Member]  
Income Taxes [Line Items]  
Net operating loss carryforwards subject to expiration $ 128.0
v3.24.3
Commitments and Contingencies - Additional Information (Detail) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended
Mar. 31, 2016
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Other Commitments [Line Items]          
Lease rent expense   $ 54,619 $ 60,002 $ 164,465 $ 184,666
Future payments of short-term leases, remainder of 2024   68,327   68,327  
Future payments of short-term leases, 2025   $ 95,658   $ 95,658  
Maximum [Member]          
Other Commitments [Line Items]          
Consultants contingent success fees $ 700,000        
v3.24.3
Loans Payable - Schedule of Consolidated Notes Payable (Detail) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Loans payable $ 24,269,981 $ 27,378,905
Less: Unamortized deferred lender fee (29,045) (106,488)
Less: Unamortized deferred discount (1,063,361) (3,955,449)
Total Loans payable, net 23,177,575 23,316,968
Less: Current portion of loans payable (19,383,847) (15,413,894)
Loans payable-long term 3,793,728 7,903,074
March 2023 Note [Member]    
Debt Instrument [Line Items]    
Loans payable 12,689,588 14,858,816
December 2023 Note [Member]    
Debt Instrument [Line Items]    
Loans payable 6,373,454 6,000,000
Emergency Injury Disaster Loan [Member]    
Debt Instrument [Line Items]    
Loans payable 150,000 150,000
Vendor note payable [Member]    
Debt Instrument [Line Items]    
Loans payable 484,009 484,009
AFCO Insurance note payable [Member]    
Debt Instrument [Line Items]    
Loans payable 0 468,751
Pignatelli Note [Member]    
Debt Instrument [Line Items]    
Loans payable 0 500,000
37N Note [Member]    
Debt Instrument [Line Items]    
Loans payable 389,202 804,997
Finance liability [Member]    
Debt Instrument [Line Items]    
Loans payable $ 4,183,728 $ 4,112,332
v3.24.3
Loans Payable - March 2023 Note and Warrant Purchase Agreement - Additional Information (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 06, 2024
Sep. 05, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Mar. 06, 2023
Debt Instrument [Line Items]                
Change in fair value     $ 19,542,434 $ (1,859,147) $ 18,471,872 $ (1,574,658)    
Amortization of debt discount         2,892,088 1,412,726    
Debt discount amount     1,063,361   1,063,361   $ 3,955,449  
March 2023 Note And Warrant Purchase Agreement [Member]                
Debt Instrument [Line Items]                
Amortization of debt issuance costs     12,157 16,447 44,693 37,363    
Paid in kind interest payable     1,700,000   1,700,000      
Debt instrument maturity date   Dec. 06, 2024            
March 2023 Note And Warrant Purchase Agreement [Member] | Loans Payable [Member]                
Debt Instrument [Line Items]                
Debt instrument face amount     12,700,000   12,700,000   $ 14,900,000  
Long-term Debt     12,700,000   12,700,000      
Principal outstading repaid $ 3,000,000              
March 2023 Note And Warrant Purchase Agreement [Member] | Pending Litigation [Member]                
Debt Instrument [Line Items]                
Amortization of debt discount     500,000 $ 600,000 1,700,000 $ 1,400,000    
March 2023 Note And Warrant Purchase Agreement [Member] | Warrant [Member]                
Debt Instrument [Line Items]                
Change in fair value     $ (5,900,000)   (6,200,000)      
Fair value of warrants         $ 1,500,000      
March 2023 Note And Warrant Purchase Agreement [Member] | Purchase Agreement [Member] | Promissory Note [Member]                
Debt Instrument [Line Items]                
Debt instrument face amount               $ 14,000,000
v3.24.3
Loans Payable - December 2023 Notes and Warrant Purchase Agreement - Additional Information (Detail) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 01, 2023
Debt Instrument [Line Items]            
Offering cost paid on financing     $ 0 $ 98,504    
Proceeds from Issuance of Warrants     0 184,601    
Debt discount amount $ 1,063,361   1,063,361   $ 3,955,449  
Amortization of debt discount     2,892,088 1,412,726    
Change in fair value 19,542,434 $ (1,859,147) 18,471,872 $ (1,574,658)    
December 2023 Note [Member]            
Debt Instrument [Line Items]            
Debt discount amount 1,100,000   1,100,000      
Amortization of debt discount 400,000 1,200,000        
Amortization of debt issuance costs 10,996 32,750        
Long-term Debt 5,300,000   5,300,000      
December 2023 Note [Member] | Warrant [Member]            
Debt Instrument [Line Items]            
Change in fair value (2,700,000) $ (1,700,000)        
December 2023 Note [Member] | Loans Payable [Member]            
Debt Instrument [Line Items]            
Debt instrument face amount 6,400,000   6,400,000      
December 2023 Note [Member] | Promissory Note [Member]            
Debt Instrument [Line Items]            
Offering cost paid on financing     65,500      
Proceeds from Issuance of Warrants     6,000,000      
Debt discount amount $ 2,400,000   $ 2,400,000      
Debt instrument interest rate 11.00%   11.00%      
December 2023 Note [Member] | Maximum [Member] | Promissory Note [Member]            
Debt Instrument [Line Items]            
Debt instrument face amount           $ 6,000,000
Litigation financing | December 2023 Note [Member] | Loans Payable [Member]            
Debt Instrument [Line Items]            
Debt Issuance Costs, Net $ 29,045   $ 29,045      
v3.24.3
Loans Payable - Emergency Injury Disaster Loan - Additional Information (Detail) - Emergency Injury Disaster Loan [Member] - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Debt Instrument [Line Items]        
Debt instrument face amount $ 150,000   $ 150,000  
Debt instrument periodic payment $ 2,193 $ 2,193 $ 6,579 $ 6,579
v3.24.3
Loans Payable - Vendor Note Payable - Additional Information (Detail) - Vendor Note Payable [Member]
 9 Months Ended
Sep. 30, 2024
USD ($)
Debt Instrument [Line Items]  
Trade payable in accounts payable $ 500,000
Trade payable, interest bearing interest rate 12.00%
Collateral asset carrying value $ 0
Collateral Agreement [Member]  
Debt Instrument [Line Items]  
Debt instrument maturity date Aug. 01, 2018
v3.24.3
Loans Payable - AFCO Insurance Note Payable - Additional Information (Detail) - USD ($)
 9 Months Ended
Nov. 01, 2023
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]      
Loans payable   $ 24,269,981 $ 27,378,905
AFCO Insurance Note Payable [Member]      
Debt Instrument [Line Items]      
Debt instrument interest rate 4.95%    
Debt instrument maturity date Oct. 31, 2024    
Loans payable   0 $ 468,751
Debt instrument periodic payment   $ 468,751  
v3.24.3
Loans Payable - Pignatelli - Additional Information (Detail) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 13, 2024
Sep. 30, 2024
Sep. 30, 2024
Dec. 31, 2023
Mar. 06, 2023
Loans Payable   $ 24,269,981 $ 24,269,981 $ 27,378,905  
Pignatelli Note [Member]          
Loans Payable   $ 0 0 $ 500,000  
Pignatelli Note [Member] | Mr.Pignatelli [Member]          
Debt instrument, amount converted to common stock $ 600,000        
Conversion of notes to common stock     $ 0    
Debt instrument conversion, shares issued   152,461 152,461    
Pignatelli Note [Member] | Unsecured Convertible Promissory Note [Member] | Mr.Pignatelli [Member]          
Debt instrument face amount         $ 500,000
Interest rate, stated percentage         10.00%
Conversion price of Notes         $ 3.78
v3.24.3
Loans Payable - 37 North - Additional Information (Detail) - USD ($)
 1 Months Ended 9 Months Ended
Sep. 12, 2024
Jul. 18, 2024
Jun. 24, 2024
Dec. 29, 2023
Dec. 27, 2023
Sep. 30, 2024
Jul. 31, 2024
Jun. 30, 2024
Aug. 14, 2022
Aug. 01, 2022
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Mar. 31, 2022
Debt Instrument [Line Items]                            
Debt Conversion, Description                     At any time from 31 days after the maturity date, 37N has the option to convert all or a portion of the outstanding amount of the indebtedness into conversion shares equal to the quotient obtained by dividing (A) 120% of the amount of the indebtedness, by (B) the lower of $3.66 or 70% of the 10-day volume-weighted average principal (“VWAP”) market trading price of Common Stock.      
Shares Outstanding Post Conversion | %                     19.90%      
Percentage of outstanding voting securities                     19.90%      
Percentage of payment of unpaid principal amount                 115.00% 112.50% 108.00%      
Debt Instrument, maturity date, Description                 From the maturity date to 29 days after the maturity date (August 27, 2023), we were permitted to repay all (but not less than) of an amount equal to 112.5% of the unpaid amount of the indebtedness. At any time after the 30th day after the maturity date (August 28, 2023), we are permitted to repay all (but not less than) of an amount equal to 115% of the unpaid amount of the indebtedness after 10 days’ notice.        
Exercise notice period                     10 days      
Percentage of number of shares issued after exercise notice                     19.90%      
Percentage of payment of unpaid principal amount after exercise notice                     130.00%      
Conversion of stock, shares issued                     1,185,701 1,000,000    
Loans Payable [Member]                            
Debt Instrument [Line Items]                            
Debt instrument, fair value disclosure           $ 400,000         $ 400,000   $ 800,000  
Embedded derivative liability at fair value           100,000         $ 100,000   700,000  
37North [Member]                            
Debt Instrument [Line Items]                            
Debt instrument, convertible, if-converted value in excess of principal         $ 360,003 $ 250,633 $ 101,621 $ 200,701            
Conversion price of Notes       $ 2.3226   $ 2.8161 $ 3.2781 $ 3.6491     $ 2.8161      
Common Stock [Member] | 37North [Member]                            
Debt Instrument [Line Items]                            
Conversion of stock, shares issued 89,000 31,000 55,000 155,000                    
Note One To Note Thirteen [Member]                            
Debt Instrument [Line Items]                            
Accrued interest on debt           $ 1,100,000         $ 1,100,000   $ 900,000  
Note Purchase Agreement [Member] | Convertible Debt [Member]                            
Debt Instrument [Line Items]                            
Aggregate amount issuable                           $ 1,000,000
v3.24.3
Loans Payable - Accrued interest - Additional Information (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Note One To Note Thirteen [Member]    
Debt Instrument [Line Items]    
Accrued interest on debt $ 1.1 $ 0.9
v3.24.3
Fair Value Measurements - Summary of Fair Value Hierarchy for Financial Liabilities Measured At Fair Value on a Recurring Basis (Details) - Level 3 [Member] - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Liabilities [Abstract]                
37N Note embedded derivative $ 147,963     $ 702,291        
Put option liability 108,437     5,637,162        
Litigation financing 58,668,368     52,115,647        
Warrant liabilities issued with debt (December 2023 Warrants) 652,100     2,392,563        
Warrant liabilities issued with equity (2022 Warrants) 2,247,643     13,399,822        
March 2023 note warrants 1,511,902     0        
Total of fair valued liabilities $ 63,336,413 $ 82,975,903 $ 74,147,022 $ 74,247,485 $ 65,305,809 $ 59,115,255 $ 55,927,057 $ 58,971,415
v3.24.3
Fair Value Measurements - Schedule of Changes in Level 3 Fair Value Measurements (Details) - Level 3 [Member] - USD ($)
 3 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Beginning Balance $ 82,975,903 $ 74,147,022 $ 74,247,485 $ 59,115,255 $ 55,927,057 $ 58,971,415
Issuance of new instrument         423,696  
Issuance of new funding       4,516,007 4,633  
Warrants Exercised       (184,600)    
Change in fair value (19,542,434) 8,925,463 (7,854,901) 1,859,147 2,759,869 (3,046,886)
Others           2,528
Classification of warrant as liability     7,754,438      
Debt conversion - 55,000/120,000 common shares (97,056) (96,582)        
Ending Balance 63,336,413 82,975,903 74,147,022 65,305,809 59,115,255 55,927,057
March 2023 Warrants [Member]            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Beginning Balance 7,424,985 5,263,018 0 0 0 0
Issuance of new instrument         0  
Issuance of new funding       0 0  
Warrants Exercised       0    
Change in fair value (5,913,083) 2,161,967 (2,491,420) 0 0 0
Others           0
Classification of warrant as liability     7,754,438      
Debt conversion - 55,000/120,000 common shares 0          
Ending Balance 1,511,902 7,424,985 5,263,018 0 0 0
37N Note Embedded Derivative [Member]            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Beginning Balance 251,298 336,857 702,291 423,696 0 0
Issuance of new instrument         423,696  
Issuance of new funding       0 0  
Warrants Exercised       0    
Change in fair value (6,279) 11,023 (365,434) 173,287 0 0
Others           0
Classification of warrant as liability     0      
Debt conversion - 55,000/120,000 common shares (97,056) (96,582)        
Ending Balance 147,963 251,298 336,857 596,983 423,696 0
Put Option Liability [Member]            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Beginning Balance 5,393,909 4,384,777 5,637,162 0 0 0
Issuance of new instrument         0  
Issuance of new funding       4,516,007 0  
Warrants Exercised       0    
Change in fair value (5,285,472) 1,009,132 (1,252,385) (242,969) 0 0
Others           0
Classification of warrant as liability     0      
Debt conversion - 55,000/120,000 common shares 0          
Ending Balance 108,437 5,393,909 4,384,777 4,273,038 0 0
Litigation Financing [Member]            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Beginning Balance 53,461,815 52,691,820 52,115,647 48,744,614 47,056,993 45,368,948
Issuance of new instrument         0  
Issuance of new funding       0 4,633  
Warrants Exercised       0    
Change in fair value 5,206,553 769,995 576,173 1,685,516 1,682,988 1,685,517
Others           2,528
Classification of warrant as liability     0      
Debt conversion - 55,000/120,000 common shares 0          
Ending Balance 58,668,368 53,461,815 52,691,820 50,430,130 48,744,614 47,056,993
December 2023 Warrants [Member]            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Beginning Balance 3,397,288 2,268,472 2,392,563 0 0 0
Issuance of new instrument         0  
Issuance of new funding       0 0  
Warrants Exercised       0    
Change in fair value (2,745,188) 1,128,816 (124,091) 0 0 0
Others           0
Classification of warrant as liability     0      
Debt conversion - 55,000/120,000 common shares 0          
Ending Balance 652,100 3,397,288 2,268,472 0 0 0
2022 Warrants [Member]            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Beginning Balance 13,046,608 9,202,078 13,399,822 9,946,945 8,870,064 13,602,467
Issuance of new instrument         0  
Issuance of new funding       0 0  
Warrants Exercised       (184,600)    
Change in fair value (10,798,965) 3,844,530 (4,197,744) 243,313 1,076,881 (4,732,403)
Others           0
Classification of warrant as liability     0      
Debt conversion - 55,000/120,000 common shares 0          
Ending Balance $ 2,247,643 $ 13,046,608 $ 9,202,078 $ 10,005,658 $ 9,946,945 $ 8,870,064
v3.24.3
Fair Value Measurements - Litigation Financing - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 17, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Fair Value Disclosures [Abstract]            
Fair value of the obligation       $ 58.6   $ 52.1
Asset at fair value, changes in fair value resulting from changes in assumptions   $ 5.2 $ 1.7 $ 6.5 $ 5.1  
Litigation settlement, amount awarded from Mexico $ 37.1          
v3.24.3
Fair Value Instruments - Warrant Liability - Additional Information (Detail)
 3 Months Ended 9 Months Ended 12 Months Ended
Jun. 10, 2022
USD ($)
shares
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]            
Net proceeds received from sale       $ 0 $ 184,601  
Fair value of the obligation       58,600,000   $ 52,100,000
Asset at fair value, changes in fair value resulting from changes in assumptions   $ 5,200,000 $ 1,700,000 6,500,000 5,100,000  
2022 Warrant [Member]            
Fair Value Measurement Inputs and Valuation Techniques [Line Items]            
Purchase of number of shares | shares 4,939,515          
Class of warrant or right, Number of securities called by warrants or rights | shares 4,939,515          
Offering expenses $ 1,800,000          
Net proceeds received from sale $ 14,700,000          
Beginning of business Dec. 10, 2022          
Ending of business Jun. 10, 2027          
Fair value of the obligation       2,200,000   $ 13,400,000
Asset at fair value, changes in fair value resulting from changes in assumptions   $ 10,800,000 $ 200,000 $ 11,200,000 $ 3,400,000  
2022 Warrant [Member] | Measurement Input, Share Price [Member]            
Fair Value Measurement Inputs and Valuation Techniques [Line Items]            
Long-term debt measurement input 3.35          
2022 Warrant [Member] | Measurement Input, Exercise Price [Member]            
Fair Value Measurement Inputs and Valuation Techniques [Line Items]            
Long-term debt measurement input 3.35          
v3.24.3
Accrued Expenses - Components of Accrued Expenses (Detail) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Compensation and incentives $ 1,181 $ 5,239
Professional services 347,717 296,332
Deposits 450,000 450,000
Interest 1,052,650 912,915
Exploration license fees 7,754,270 6,828,872
Total accrued expenses $ 9,605,818 $ 8,493,358
v3.24.3
Stockholders' Equity/(Deficit) - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Aug. 07, 2023
Jun. 09, 2023
May 24, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Share-based compensation expense       $ 0.1 $ 0.2 $ 1.7 $ 0.5
Common Stock [Member] | Share-Based Payment Arrangement, Employee [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Number of stock options granted 302,200            
Common Stock [Member] | Director [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Number of stock options granted     90,000        
Common Stock [Member] | Employee [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Number of stock options granted   200,000          
v3.24.3
Stockholders' Equity (Deficit) - Summary of Options Valued in Estimated on Date of Grant Using Black-Scholes Option-Pricing Model with Following Assumptions Used for Grants Issued (Details) - Employee [Member]
Jan. 29, 2024
$ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Risk free interest rate 3.97%
Expected life 5 years
Expected volatility 62.42%
Grant-date fair value $ 2.61
v3.24.3
Concentration of Credit Risk - Additional Information (Detail) - Customer Concentration Risk [Member] - Customer
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Concentration Risk [Line Items]        
Number of customers 2 1 2 1
Revenue Benchmark [Member] | Customer Two [Member]        
Concentration Risk [Line Items]        
Concentration risk, percentage 100.00% 100.00% 100.00% 100.00%
v3.24.3
Sale-leaseback Financing Obligations - Additional Information (Details) - USD ($)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Sale Leaseback Transaction [Line Items]      
Proceeds from sale of equipment $ 0 $ 323,103 $ 4,500,000
Sale-leaseback carrying value of financing liabilities $ 4,200,000   $ 4,100,000
v3.24.3
Sale-leaseback Financing Obligations - Schedule of Remaining future cash payments related to the financing liability (Details)
Sep. 30, 2024
USD ($)
Leases [Abstract]  
2024 $ 135,000
2025 540,000
2026 540,000
2027 4,710,000
Thereafter 0
Total $ 5,925,000
v3.24.3
Subsequent Event - Additional Information (Details)
 1 Months Ended 9 Months Ended
Nov. 04, 2024
USD ($)
Days
$ / shares
Oct. 30, 2024
USD ($)
Days
Sep. 12, 2024
shares
Jul. 18, 2024
shares
Jun. 24, 2024
shares
Dec. 29, 2023
$ / shares
shares
Oct. 31, 2024
USD ($)
$ / shares
shares
Sep. 30, 2024
$ / shares
shares
Sep. 30, 2023
shares
Jul. 31, 2024
$ / shares
Jun. 30, 2024
$ / shares
Subsequent Event [Line Items]                      
Conversion of stock, shares issued | shares               1,185,701 1,000,000    
37North [Member]                      
Subsequent Event [Line Items]                      
Conversion price of Notes           $ 2.3226   $ 2.8161   $ 3.2781 $ 3.6491
Common Stock [Member] | 37North [Member]                      
Subsequent Event [Line Items]                      
Conversion of stock, shares issued | shares     89,000 31,000 55,000 155,000          
Subsequent Event [Member]                      
Subsequent Event [Line Items]                      
Least amount of market value to satisfy listed securities requirement | $   $ 35,000,000                  
Number of trading days | Days 30 10                  
Minimum amount of bid price to satisfy by staff of Nasdaq | $ $ 1                    
Minimum bid price per share of common stock must evidence to become complaint $ 1                    
Subsequent Event [Member] | Common Stock [Member] | 37North [Member]                      
Subsequent Event [Line Items]                      
Conversion of stock, amount converted | $             $ 467,043        
Conversion of stock, shares issued | shares             853,671        
Subsequent Event [Member] | Maximum [Member] | 37North [Member]                      
Subsequent Event [Line Items]                      
Conversion price of Notes             $ 0.6993        
Subsequent Event [Member] | Minimum [Member] | 37North [Member]                      
Subsequent Event [Line Items]                      
Conversion price of Notes             $ 0.41055