Accounts Receivable and Other Related Party, Net

NOTE 4 – ACCOUNTS RECEIVABLE AND OTHER RELATED PARTY, NET

Our accounts receivable consisted of the following:


	December 31, 2022		December 31, 2021
Related party (see NOTE 6)	$	7,515	$	268,867
Other		—		—
Accounts receivable, net	$	7,515	$	268,867

Short-term Notes Receivable Related Party, Net

12 Months Ended

Dec. 31, 2022

Short-Term Notes Receivable Related Party, Net

NOTE 5 – SHORT-TERM NOTES RECEIVABLE RELATED PARTY, NET

Our short-term notes receivable consisted of the following:


	December 31, 2022		December 31, 2021
Related party (see NOTE 6)	$	1,576,717	$	—
Other		—		—
Short-term notes receivable, net	$	1,576,717	$	—

Other Current Assets

12 Months Ended

Dec. 31, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Current Assets

NOTE 7 – OTHER CURRENT ASSETS

Our other current assets consist of the following:


	December 31, 2022		December 31, 2021
Prepaid expenses	$	722,025	$	732,562
Deposits		225,403		44,068
Total other current assets	$	947,428	$	776,630

All prepaid expenses are amortized on a straight-line basis over the term of the underlying agreements. Prepaid expenses are predominantly insurance related. Deposits may be held by various entities for equipment, services, and in accordance with agreements in the normal course of business.

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 8 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:


	December 31, 2022			December 31, 2021
Computers and peripherals	$	458,309		$	535,807
Furniture and office equipment		1,002,773			1,009,238
Marine equipment		6,675,944			4,057,870
Right to use asset, net		300,025			461,109
		8,437,051			6,064,024
Less: Accumulated depreciation		(5,390,559	)		(5,584,881	)
Property and equipment, net	$	3,046,492		$	479,143

See Lease commitment in Note 16 Commitments and Contingencies – Commitments and Contingencies for further information on right to use asset, net.

Investments In Unconsolidated Entity

12 Months Ended

Dec. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

Investments In Unconsolidated Entities

NOTE 9 – INVESTMENT IN UNCONSOLIDATED ENTITY

Neptune Minerals, Inc. ("NMI")

Our current investment in NMI consists of 3,092,488 Class B Common non-voting shares and 2,612 Series A Preferred non-voting shares. The preferred shares are convertible into an aggregate of 261,200 shares of Class B non-voting common stock. Our holdings now constitute an approximate 14% ownership in NMI. At December 31, 2022, our estimated share of unrecognized NMI equity-method losses is approximately $21.3 million. We have not recognized the accumulated $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. We believe it is appropriate to allocate this loss carryforward of $21.3 million to any incremental NMI investment that may be recognized on our balance sheet in excess of zero since the losses occurred when they were an equity-method investment. The aforementioned loss carryforward is based on NMI’s last unaudited financial statements as of December 31, 2016. We do not believe losses NMI may have incurred subsequent to the December 31, 2016 audit to be material. We do not have any financial obligations to NMI, and we are not committed to provide financial support to NMI.

Although we are a shareholder of NMI, we have no representation on the board of directors or in management of NMI and do not hold any Class A voting shares. We are not involved in the management of NMI nor do we participate in their policy-making. Accordingly, we are not the primary beneficiary of NMI. As of December 31, 2022, the net carrying value of our investment in NMI was zero in our consolidated financial statements.

Chatham Rock Phosphate, Limited.

During 2012, we performed deep-sea mining exploratory services for Chatham Rock Phosphate, Ltd. ("CRP") valued at $1,680,000. 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 named Chatham Rock Phosphate Limited ("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% of the surviving entity. Since CRP was a thinly traded stock and pursuant to guidance per ASC 320: Debt and Equity Securities regarding readily determinable fair value, we believe it was appropriate to not recognize this amount as an asset nor as revenue during that period. We continue to carry the value of our investment in CPRL at zero in our consolidated financial statements.

CIC Limited

In 2018, we began providing services to CIC (see Note 6 Related Party Transactions). This company is pursuing deep water exploration permits in foreign waters. Due to the initial structure of the company, we determined this venture to be a variable interest entity ("VIE") consistent with ASU 2015-2. We have determined we are not the primary beneficiary of the VIE and, therefore, we have not consolidated this entity. Additionally, we also will record the investment under the cost method as we have determined we do not exercise significant influence over the entity. We will assess our investment for impairment annually and, if a loss in value is deemed other than temporary, an impairment charge will be recorded. At December 31, 2022 and 2021, the accumulated investment in the entity was $4,404,717 and $3,253,950, respectively, which is classified as an investment in unconsolidated entity in our consolidated balance sheets. We reviewed the following items to assist in determining CIC’s composition:

•

We account for the investments we make in certain legal entities in which equity investors do not have (1) sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support, or (2) as a group, the holders of the equity investment at risk do not have either the power, through voting or similar rights, to direct the activities of the legal entity that most significantly impact the entity’s economic performance, or (3) the obligation to absorb the expected losses of the legal entity or the right to receive expected residual returns of the legal entity. This type of legal entity is referred to as a VIE.

•

We would consolidate the results of any such entity in which we determined we had a controlling financial interest. We would have a "controlling financial interest" in such an entity if we had both the power to direct the activities that most significantly affect the VIE’s economic performance and the obligation to absorb the losses of, or right to receive benefits from, the VIE that could be potentially significant to the VIE. On a quarterly basis, we reassess whether we have a controlling financial interest in our investments we have in these legal entities.

•

We determine whether any of the entities in which we have made investments is a VIE at the start of each new venture and if a reconsideration event has occurred. At such times, we also consider whether we must consolidate a VIE and/or disclose information about our involvement in a VIE. A reporting entity must consolidate a VIE if that reporting entity has a variable interest (or combination of variable interests) that will absorb a majority of the VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both. A reporting entity must consider the rights and obligations conveyed by its variable interests and the relationship of its variable interests with variable interests held by other parties to determine whether its variable interests will absorb a majority of a VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE.

Loans Payable

12 Months Ended

Dec. 31, 2022

Text Block [Abstract]

Loans Payable

NOTE 10 – LOANS PAYABLE

The Company’s consolidated notes payable consisted of the following carrying values and related interest expense at:


	Note Payable		Interest Expense
	December 31,	December 31,	Year Ended December 31,
	2022	2021	2022	2021	2020
MINOSA 1	$14,750,001	$14,750,001	$1,122,681	$1,179,998	$1,183,230
MINOSA 2	5,050,000	5,050,000	562,336	504,998	506,381
Litigation financing	24,347,513	18,323,097	11,784,672	7,354,940	3,668,242
EIDL	149,900	149,900	4,014	10,102	—
Vendor note payable	484,009	484,009	58,080	58,083	58,240
Monaco	—	2,500,000	222,000	—	—
Seller note payable	1,400,000	—	20,712	—	—
D&O Insurance note payable	562,280	621,770	11,971	7,545	5,608
37North	—	—	300,000	—	—
	$46,743,703	$41,878,777

MINOSA 1

On March 11, 2015, in connection with a Stock Purchase Agreement ("SPA"), Minera del Norte, S.A. de C.V. ("MINOSA") agreed to lend us up to $14.75 million. The entire $14.75 million was loaned in five advances from March 11 through June 30, 2015. The outstanding indebtedness bears interest at 8.0% percent per annum. The Promissory Note was amended on April 10, 2015 and on October 1, 2015 so that, unless otherwise converted as provided in the Note, the adjusted principal balance shall be due and payable in full upon written demand by MINOSA; provided that MINOSA agreed that it shall not demand payment of the adjusted principal balance earlier than the first to occur of: (i) 30 days after the date on which (x) SEMARNAT makes a determination with respect to the current application for the Manifestacion de Impacto Ambiental relating to phosphate deposit project, which determination is other than an approval or (y) Odyssey Marine Enterprises or any of its affiliates withdraws such application without MINOSA’s prior written consent; (ii) termination by Odyssey of the Stock Purchase Agreement, dated March 11, 2015 (the "Purchase Agreement"), among Odyssey, MINOSA, and Penelope Mining, LLC (the "Investor"); (iii) the occurrence of an event of default under the Promissory Note; (iv) December 31, 2015; or (v) if and only if the Investor shall have terminated the Purchase Agreement pursuant to Section 8.1(d)(iii) thereof, March 30, 2016. This indebtedness is classified as short-term debt. In connection with the loans, we granted MINOSA an option to purchase our 54% interest in Oceanica for $40.0 million (the "Oceanica Call Option"). On March 11, 2016, the Oceanica Call has expired. Completion of the transaction requires amending the Company’s articles of incorporation to (a) effect a reverse stock split, which was implemented on February 19, 2016, (b) adjusting the Company’s authorized capitalization, which was also implemented on February 19, 2016, and (c) establishing a classified board of directors (collectively, the "Amendments"). The Amendments have been or will be set forth in certificates of amendment to the Company’s articles of incorporation filed or to be filed with the Nevada Secretary of State. As collateral for the loan, we granted MINOSA a security interest in the Company’s 54% interest in Oceanica. The maturity date of this indebtedness has been amended and matured on March 18, 2017. Per Note 10 Loans Payable - MINOSA 2 below, the Minosa Purchase Agreement amended the due date of this note to a due date which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that Minosa intends to demand payment. See Note 10 Loans Payable - MINOSA 2 for further qualifications. During December 2017, MINOSA transferred this debt to its parent company.

MINOSA 2

On August 10, 2017, we entered into a Note Purchase Agreement (the "Minosa Purchase Agreement") with MINOSA. Pursuant to the Minosa Purchase Agreement, MINOSA agreed to loan Enterprises up to $3.0 million. During 2017, we borrowed $2.7 million against this facility, and Epsilon Acquisitions LLC ("Epsilon") assigned $2.0 million of its previously held debt to MINOSA. The indebtedness is evidenced by a secured convertible promissory note (the "Minosa Note") and bears interest at a rate equal to 10.0% per annum. Unless otherwise converted as described below, the entire outstanding principal balance under this Minosa Note and all accrued interest and fees are due and payable upon written demand by MINOSA; provided, that MINOSA agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Minosa Note) or (b) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that MINOSA intends to demand payment. MINOSA has not provided any notice they intend to issue a payment demand notice. We unconditionally and irrevocably guaranteed all of the obligations under the Minosa Purchase Agreement and the Minosa Note. MINOSA has the right to convert all amounts outstanding under the Minosa Note into shares of our common stock upon 75 days’ notice to us or upon a merger, consolidation, third party tender offer, or

similar transaction relating to us at the conversion price of $4.35 per share. During December 2017, MINOSA transferred this indebtedness to its parent company. On July 15, 2021, $404,633 of this indebtedness with accumulated interest of $159,082 was transferred to a director of the Company under the same terms as the original agreement, and that indebtedness continues to be convertible at a conversion price of $4.35 per share. This transaction was reviewed and approved by the independent members of the Company’s board of directors.

Upon the closing of the Minosa Purchase Agreement, along with MINOSA, and Penelope Mining LLC, an affiliate of Minosa ("Penelope"), executed and delivered a Second Amended and Restated Waiver and Consent and Amendment No. 5 to Promissory Note and Amendment No. 2 to Stock Purchase Agreement (the "Second AR Waiver"). Pursuant to the Second AR Waiver, Minosa and Penelope consented to the transactions contemplated by the Minosa Purchase Agreement and waived any breach of any representation or warranty and violation of any covenant in the Stock Purchase Agreement, dated as of March 11, 2015, as amended April 10, 2015 (the "SPA"), by and among us, Minosa, and Penelope, arising out of the Company’s execution and delivery of the Minosa Purchase Agreement and the consummation of the transactions contemplated thereby. Pursuant to the Second AR Waiver, we also waived, and agreed not to exercise our right to terminate the SPA pursuant to Section 8.1(c)(ii) thereto, both (a) until after the earlier of (i) July 1, 2018, (ii) the date that MINOSA fails, refuses, or declines to fund (or otherwise does not fund) any subsequent loan under the Minosa Purchase Agreement and (iii) demand is made for repayment of all or any part of the indebtedness outstanding under the Minosa Note, the Second AR Epsilon Note, or the Promissory Note, dated as of March 11, 2015, as amended (the "SPA Note"), in the principal amount of $14.75 million that was issued by us to MINOSA under the SPA, and (b) unless on or prior to such termination, the Notes are paid in full.

The Second AR Waiver (x) further provides that following any conversion of the indebtedness evidenced by the Minosa Note, Penelope may elect to reduce its commitment to purchase our preferred stock under the SPA by the amount of indebtedness converted by MINOSA and (y) amends the SPA Note to provide that the outstanding principal balance under the SPA Note and all accrued interest and fees are due and payable upon written demand by MINOSA; provided, that Minosa agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Minosa Note) or (b) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that Minosa intends to demand payment.

The obligations under the Minosa Note may be accelerated upon the occurrence of specified events of default including (a) our failure to pay any amount payable under the Minosa Note on the date due and payable; (b) our failure to perform or observe any term, covenant, or agreement in the Minosa Note or the related documents, subject to a five-day cure period; (c) the occurrence and expiration of all applicable grace periods, if any, of an event of default or material breach by us under any of the other loan documents; (d) the termination of the SPA; (e) commencement of certain specified dissolution, liquidation, insolvency, bankruptcy, reorganization, or similar cases or actions by or against us, in specified circumstances unless dismissed or stayed within 60 days; (f) the entry of a judgment or award against us in excess of $100,000; and (g) the occurrence of a change in control (as defined in the Minosa Note).

Pursuant to second amended and restated pledge agreements (the "Second AR Pledge Agreements") entered into by us in favor of MINOSA, we pledged and granted security interests to MINOSA in (a) the 54 million cuotas (a unit of ownership under Panamanian law) of Oceanica held by us, (b) all notes and other receivables from Oceanica and its subsidiary owed to us, and (c) all of the outstanding equity in our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd.

In connection with the execution and delivery of the Minosa Purchase Agreement, Odyssey and MINOSA entered into a second amended and restated registration rights agreement (the "Second AR Registration Rights Agreement") pursuant to which Odyssey agreed to register the offer and sale of the shares (the "Conversion Shares") of our common stock issuable upon the conversion of the indebtedness evidenced by the Minosa Note. Subject to specified limitations set forth in the Second AR Registration Rights Agreement, including that we are eligible to use Form S-3, the holder of the Minosa Note can require us to register the offer and sale of the Conversion Shares if the aggregate offering price thereof (before any underwriting discounts and commissions) is not less than $3.0 million. In addition, we agreed to file a registration statement relating to the offer and sale of the Conversion Shares on a continuous basis promptly (but in no event later than 60 days after) after the conversion of the Minosa Note into the Conversion Shares and to thereafter use its reasonable best efforts to have such registration statement declared effective by the Securities and Exchange Commission.

Settlement, Release and Termination Agreement of the MINOSA 1 and MINOSA 2

On March 3, 2023, Odyssey, Altos Hornos de México, S.A.B. de C.V. (“AHMSA”), MINOSA and Phosphate One LLC (f/k/a Penelope Mining LLC, “Phosphate One” and together with AHMSA and MINOSA, the “AHMSA Parties”) entered into Settlement, Release and Termination Agreement (the “Termination Agreement”).

Pursuant to the Termination Agreement:

•

Odyssey paid AHMSA $9.0 million (the “Termination Payment”) in cash on March 6, 2023;

•

the parties agreed that, concurrently with the payment of the Termination Payment, a portion of the MINOSA Notes would be deemed automatically converted into 304,879 shares of Odyssey’s common stock;

•

the MINOSA Notes, the Purchase Agreement, and the Pledge Agreements were terminated;

•

each of the AHMSA Parties, on the one hand, and Odyssey, on the other, agreed to release the other parties and their respective affiliates, equity holders, beneficiaries, successors and assigns (the “Released Parties”) from any and all claims, demands, damages, actions, causes of action or liabilities of any kind or nature whatsoever under the SPA, the MINOSA Notes, the Minosa Purchase Agreement, or the Pledge Agreements (the “Released Matters”); and

•

each of the AHMSA Parties, on the one hand, and Odyssey, on the other, agreed not to make any claims against any of the Released Parties related to the Released Matters.

The transactions contemplated by the Termination Agreement were completed on March 6, 2023.

On March 6, 2023, Odyssey entered into a Release and Termination Agreement with a director of the Company, James S. Pignatelli, to terminate and release a portion of the MINOSA 2 Note assigned to Mr. Pignatelli in 2021, the related Note Purchase Agreement (“NPA”) and the Pledge Agreement.

On March 6, 2023, Odyssey issued a new Unsecured Convertible Promissory Note in the principal amount of $500,000 to Mr. Pignatelli that bears interest at the rate of 10.0% per annum convertible into common stock of Odyssey at a conversion price of $3.78 per share. Pursuant to the Release and Termination Agreement with Mr. Pignatelli noted above, he agreed, in exchange for the issuance of this Unsecured Convertible Promissory Note by Odyssey, to release the assigned portion of the MINOSA 2 note issued by Odyssey Marine Exploration, Inc., a wholly owned subsidiary of the Company, to Mr. Pignatelli in the principal amount of $404,634 and convertible at a conversion price of $4.35 per share, pursuant to which the outstanding aggregate obligation with accrued interest was $630,231.

Litigation Financing

On June 14, 2019, Odyssey and Exploraciones Oceánicas S. de R.L. de C.V., our Mexican subsidiary ("ExO" and, together with Odyssey, the "Claimholder"), and Poplar Falls LLC (the "Funder") entered into an International Claims Enforcement Agreement (the "Agreement"), 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, the Funder agreed to specified fees and expenses regarding the Subject Claim (the "Claims Payments") incrementally and at the Funder’s sole discretion.

Under the terms of the Agreement, the Funder agreed to make Claims Payments in an aggregate amount not to exceed $6,500,000 (the "Maximum Investment Amount"). The Maximum Investment Amount will be made available to the Claimholder in two phases, as set forth below:

(c)

a first phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $1,500,000 for the payment of antecedent and ongoing costs ("Phase I Investment Amount"); and

(d)

a second phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $5,000,000 for the purposes of pursuing the Subject Claim to a final award ("Phase II Investment Amount").

Upon exhaustion of the Phase I Investment Amount, the Claimholder will have the option to request Tranche A of the Phase II Investment Amount, consisting of funding up to $3.5 million ("Tranche A Committed Amount"). Upon exhaustion of the Tranche A Committed Amount, the Claimholder will have the option to request Tranche B of the Phase II Investment Amount, consisting of funding of up to $1.5 million ("Tranche B Committed Amount"). The Claimholder must exercise its option to receive the Tranche A Committed Amount in writing, no less than thirty days before submitting a Funding Request to the Funder under Tranche A. The Claimholder must exercise its option to receive the Tranche B Committed Amount in writing within forty-five days after the exhaustion of the Tranche A Committed Amount. Pursuant to the Agreement, the Claimholder agreed that, upon exercising the Claimholder’s option to receive funds under Phase I, Tranche A of Phase II, or Tranche B of Phase II, the Funder will be the sole source of third-party funding for the specified fees and expenses of the Subject Claim under each respective phase and tranche covered by the option exercised, and the Claimholder will obtain funding for such fees and expenses, only as set forth in the Agreement. The Funder was due closing fee of $80,000 for the

Phase I Investment Amount, and $80,000 for the Phase II Investment Amount to pay third parties in connection with due diligence and other administrative and transaction costs incurred by the Funder prior to and in furtherance of execution of the Agreement.

Upon the Funder making Claims Payments to the Claimholder or its designees in an aggregate amount equal to the Maximum Investment Amount, the Funder has the option to continue funding the specified fees and expenses in relation to the Subject Claim on the same terms and conditions provided in the Agreement. The Funder must exercise its option to continue funding in writing, within thirty days after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment Amount. If the Funder exercises its option to continue funding, the parties agreed to attempt in good faith to amend the Agreement to provide the Funder with the right to provide at the Funder’s discretion funding in excess of the Maximum Investment Amount, in an amount up to the greatest amount that may then be reasonably expected to be committed for investment in Subject Claim. If the Funder declines to exercise its option, the Claimholder may negotiate and enter into agreements with one or more third parties to provide funding, which shall be subordinate to the Funder’s rights under the Agreement.

The Agreement provides that the Claimholder may at any time without the consent of the Funder either settle or refuse to settle the Subject Claim for any amount; provided, however, that if the Claimholder settles the Subject Claim without the Funder’s consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the value of the Recovery Percentage (as defined below) will be deemed to be the greater of (a) the Recovery Percentage (under Phase I or Phase II, as applicable), or (b) the total amount of all Claims Payments made in connection with such Subject Claim multiplied by three (3).

If the Claimholder ceases the Subject Claim for any reason other than (a) a full and final arbitral award against the Claimholder or (b) a full and final monetary settlement of the claims, including in particular, for a grant of an environmental permit to the Claimholder allowing it to proceed with the Project (with or without a monetary component), all Claims Payments under Phase I and, if Claimholder has exercised the corresponding option, the Tranche A Committed Amount and Tranche B Committed Amount, shall immediately convert to a senior secured liability of the Claimholder. This sum shall incur an annualized internal rate of return ("IRR") of 50.0% retroactive to the date each Funding Request was paid by the Funder (under Phase I), or, to the conversion date for the Tranche A Committed Amount and Tranche B Committed Amount of Phase II if the Claimholder has exercised the respective option (collectively, the "Conversion Amount"). Such Conversion Amount and any and all accrued IRR shall be payable in-full by the Claimholder within 24 months of the date of such conversion, after which time any outstanding Conversion Amounts, shall accrue an ("IRR") of 100.0%, retroactive to the conversion date (the "Penalty Interest Amount"). The Claimholder will execute such documents and take other actions as necessary to grant the Funder a senior security interest on and over all sums due and owing by the Claimholder in order to secure its obligation to pay the Conversion Amount to the Funder. If the Claimholder ceases the Subject Claim due to the grant of an environmental permit (with or without a monetary component), all Claims Payments under Phase 1 and, if the Claimholder has exercised the corresponding option, the Tranche A Committed Amount and Tranche B Committed Amount shall immediately convert to a senior secured liability of the Claimholder and shall incur an annualized an IRR of 50.0% on the Conversion Amount, from the conversion date. Management has estimated it is more likely than not the Subject Claim will result in the issuance of the environmental permit requiring us to record interest under Generally Accepted Accounting Principles. Reliance should not be placed on this estimate in determining the likely outcome of the Subject Claim.

If, at any time after exercising its option to receive funds under either Tranche A or Tranche B of Phase II, the Claimholder wishes to fund the Subject Claim with its own capital ("Self-Funding") (which excludes any Claims Payments made, either directly or indirectly, by any other third party), the Claimholder shall immediately pay to the Funder the Conversion Amount, provided that this requirement shall not apply if, after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment Amount, the Funder does not exercise its option to provide Follow-On Funding.

In the event of any receipt of proceeds resulting from the Subject Claim ("Proceeds"), the Funder shall be entitled to any additional sums above the Conversion Amount to which the Funder is entitled as described below. Should the Claimholder cease the Subject Claim as described above after Self-Funding the Claim, accrued IRR and Penalty Interest shall be calculated and paid to the Funder as set forth above. The Funder’s rights to the Recovery Percentage as defined below shall survive any decision by Claimholder to utilize Self-Funding. The parties acknowledge this Agreement constitutes a sale of the right to a portion of the Proceeds (if any) arising from the Subject Claim as set forth in this Agreement. The Claimholder has relinquished its right to the portion of the proceeds, if any, that the Funder would have the right to as described below. This sale of proceeds is being accounted for under the guidance of ASC 470-10-25 Recognition (Sales of Future Revenues)

On each Distribution Date, distributions of the Proceeds shall be made to the Claimholder and the Funder in accordance with subparagraph (a) or (b) below (the "Recovery Percentage"), as applicable:

(a)

If the Claimholder receives only the Phase I Investment Amount from the Funder, the first Proceeds shall be distributed as follows:

(i)

first, 100.0% to the Funder, until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder under Phase I;

(ii)

second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an IRR of 20% of Claims Payments paid by the Funder under Phase I ("Phase I Compensation"), per annum; and

(iii)

thereafter, 100.0% to the Claimholder.

(b)

If the Claimholder exercises its options to receive Tranche A or both Tranche A and Tranche B of the Phase II Investment Amount, the first Proceeds shall be distributed as follows:

(i)

first, 100.0% to the Funder until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder under Phases I and II;

(ii)

second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an additional 300.0% of Phase I Investment Amount; plus an additional 300% of the Tranche A Committed Amount (i.e. 300.0% of $3.5 million), less any amounts remaining of the Tranche A Committed Amount that the Funder did not pay as Claims Payments; plus an additional 300.0% of the Tranche B Committed Amount (i.e. 300.0% of $1.5 million), if the Claimholder exercises the Tranche B funding option, less any amounts remaining of the Tranche B Committed Amount that the Funder did not pay as Claims Payments;

(iii)

third, for each $10,000 in specified fees and expenses paid by the Funder under Phase I and Phase II and any amounts over each $10,000 of the Tranche A Committed Amount and the Tranche B Committed Amount (if the Claimholder exercises the Tranche B funding option), 0.01% of the total Proceeds from any recoveries after repayment of (i) and (ii) above, to the Funder; and

(iv)

thereafter, 100% to the Claimholder.

The Agreement provides that if no Proceeds are ever paid to or received by the Claimholder or its representatives and if the environmental permit is not issued, the Funder shall have no right of recourse or right of action against the Claimholder or its representatives, or any of their respective property, assets, or undertakings, except as otherwise specifically contemplated by the Agreement. If (a) Proceeds are paid to or received by the Claimholder or its representatives; (b) such Proceeds are promptly applied and/or distributed by the Claimholder or on behalf of the Claimholder in accordance with the terms of the Agreement; and (c) the amount received by the Funder as a result thereof is not sufficient to pay all of the Recovery Percentage and all of the amounts due to the Funder under the Agreement, then (provided that all of the Proceeds which the Funder will ever be entitled to have been paid to or received by the Funder), the Funder shall have no right of recourse or action against the Claimholder or its Representatives, or any of their property, assets, or undertakings, except as otherwise specifically contemplated by the Agreement. Pursuant to the Agreement, the Claimholder acknowledged the Funder’s priority right, title, and interest in any Proceeds, including against any available collateral to secure its obligations under the Agreement, which security interest shall be first in priority as against all other security interests in the Proceeds. The Claimholder also acknowledged and agreed to execute and authorize the filing of a financing statement or similar and to take such other actions in such jurisdictions as the Funder, in its sole discretion, deems necessary and appropriate to perfect such security interest. The Agreement also includes representations and warranties, covenants, conditions, termination and indemnification provisions, and other provisions customary for comparable arrangements.

Amendment and Restatement (January 31, 2020)

•

On January 31, 2020, the Claimholder and the Funder entered into an Amended and Restated International Claims Enforcement Agreement (the "Restated Agreement"). The material terms and provisions that were amended or otherwise modified are as follows:

•

The Funder agreed to provide up to $2.2 million in Arbitration Support Funds for the purpose of paying the Claimholder’s litigation support costs in connection with Subject Claim;

•

A closing fee of $200,000 has been retained by the Funder in connection with due diligence and other transaction costs incurred by the Funder;

•

A warrant was issued to purchase our common stock which is exercisable for a period of five years beginning on the earlier of (a) the date on which the Claimholder ceases the Subject Claim for any reason other than a full and final arbitral award against the Claimholder or a full and final monetary settlement of the claims or (b) the date on which Proceeds are received and deposited into escrow. The exercise price per share is $3.99, and the Funder can exercise the warrant to purchase the number of shares of our common stock equal to the dollar amount of Arbitration Support Funds provided to us pursuant to the Restated Agreement divided by the exercise price per share (subject to customary adjustments and limitations); and

•

All other terms in the Restated Agreement are substantially the same as in the original Agreement.

During 2020, the Funder provided us with $2.0 million of the Arbitration Support Funds, and we incurred $200,000 in related fees that were treated as an additional advance. Upon each funding, the proceeds were allocated between debt and equity for the warrants based on the relative fair value of the two instruments. As a result, there was a debt discount of $1,063,811 which is being amortized over the expected remaining term of the agreement using the effective interest method which is charged to interest expense.

Although the warrants only become exercisable upon the occurrence of future events, they are considered issued for accounting purposes and were valued using a binomial lattice model. The expected volatility assumption was based on the historical volatility of our common stock. The expected life assumption was primarily based on management’s expectations of when the Warrants will become exercisable and the risk-free interest rate for the expected term of the warrant is based on the U.S. Treasury yield curve in effect at the time of measurement.

Second Amendment and Restatement (December 12, 2020)

On December 12, 2020, the Claimholder and the Funder entered into a Second Amended and Restated International Claims Enforcement Agreement (the "Second Restated Agreement") relating to the Subject Claim. Under the terms of the Second Restated Agreement, the Funder has made and agreed to make Claims Payments in an aggregate amount not to exceed $20,000,000 (the "Maximum Investment Amount"). The Second Restated Agreement required the Funder to make Claims Payments in an aggregate amount no greater than $10,000,000 for the purposes of pursuing the Subject Claim to a final award ("Phase III Investment Amount"). We also incurred $200,000 in related fees which were treated as an additional advance. This Second Restated Agreement includes the same representations and warranties, covenants, conditions, termination and indemnification provisions, and other provisions as in the original agreement.

Third Amendment and Restatement (June 14, 2021)

On June 14, 2021, the Claimholder and the Funder entered into a Third Amended and Restated International Claims Enforcement Agreement (the "Third Restated Agreement") relating to the Subject Claim. Under the terms of the Third Restated Agreement, the Funder agreed to make Claims Payments in an aggregate amount not to exceed $25,000,000, an increase of $5.0 million (the "Incremental Amount"). The Third Restated Agreement requires the Claimholder to request $2.5 million of the Incremental Amount (the "First $2.5 Million"). Within 15 days after exhaustion of the First $2.5 Million, the Claimholder may either (a) request the remaining $2.5 million (the "Second $2.5 Million") of the Incremental Amount or (b) notify the Funder that the Claimholder has decided to self-fund the Second $2.5 Million. We also incurred $80,000 in related fees which were treated as an additional advance. This Third Restated Agreement includes the same representations and warranties, covenants, conditions, termination and indemnification provisions, and other provisions as in the original agreement.

Waiver and Consent (March 6, 2023)

On March 6, 2023, the Claimholder and the Funder under the agreement entered into a Waiver and Consent Agreement, pursuant to which, among other things, the Funder consented (i) to consent to allow the Claimholder to fund certain costs and expenses arising from the Subject Claim from the Claimholder’s own capital in an aggregate amount not to exceed $5,000,000, and (ii) Odyssey paid a $1,000,000 nonrefundable waiver fee to the Funder.

For the years ended December 31, 2022, 2021 and 2020, we recorded $295,932, $241,034 and $172,849, respectively, of interest expense from the amortization of the debt discount and $146,896, $133,993 and $52,214 interest from the fee amortization, respectively. The December 31, 2022 and 2021 carrying value of the debt is $24,347,513 and $18,323,097, respectively, and is net of unamortized debt fees of $$146,897 and $293,793, respectively, as well as the net unamortized debt discount of $353,996 and $649,928, respectively, associated with the fair value of the warrant. The total face value of this obligation at December 31, 2022 and 2021 was $24,848,406 and $19,266,818, respectively.

Emergency Injury Disaster Loan

On June 26, 2020, we executed the standard loan documents required for securing an Economic Injury Disaster Loan (the "EIDL Loan") from the United States Small Business Administration (the "SBA"). The principal amount of the EIDL Loan is $149,900, with proceeds to be used for working capital purposes. Interest on the EIDL Loan accrues at the rate of 3.75% per annum and installment payments, including principal and interest of $731, are due monthly beginning 12 months from the date of the EIDL Loan. In 2021, the SBA extended this 12 month period, setting the first payment due date in December 2022. The balance of principal and interest is payable thirty years from the date of the promissory note. In connection with the EIDL Loan, the Company executed the EIDL Loan documents, which include the SBA Secured Disaster Loan Note, dated May 16, 2020, the Loan Authorization and Agreement, dated May 16, 2020, and the Security Agreement, dated May 16, 2020, each between the SBA and the Company.

Vendor Note Payable

We currently owe a vendor $484,009 as an interest-bearing trade payable. This trade payable bears simple annual interest at a rate of 12%. 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. During the period ended June 30, 2018, we sold various marine equipment to Magellan for $1.0 million and the assumption of this vendor’s trade payable and accrued interest, however, we remain as guarantor on this trade payable. Included in this equipment is the equipment noted above the vendor has a primary lien on. The vendor consented to Magellan’s assumption of this debt but did not release us from our obligations. If Magellan defaults and the vendor forecloses on this equipment currently in Magellan’s possession, we would then have a contingent liability to Magellan in the amount of $0.5 million for two of the key assets. The Company subsequently received back one of the two key assets thus reducing the contingent liability to $0.3 million.

Monaco

On October 4, 2021, we and Monaco Financial, LLC and certain associated entities (collectively with Monaco, the "Monaco Parties") entered into a Termination and Settlement Agreement (the "Termination Agreement"). We were parties to various loan arrangements and other commercial contractual relationships, and the purposes of the Termination Agreement were to terminate the loan agreements and contractual relationships and to settle the outstanding obligations thereunder between us and the Monaco Parties.

Pursuant to the Termination Agreement, the loan agreements and contractual relationships were terminated, and we agreed to (a) issue 984,848 shares of our common stock (the "Settlement Shares") to Monaco and (b) pay Monaco an aggregate amount of $3.0 million (the "Settlement Cash") no later than December 1, 2021. The Settlement Shares were issued at a price equal to $6.60 per share, totaling $6.5 million, which was negotiated by the parties with reference to the recent market prices of our common stock and the other terms of the Termination Agreement. We delivered $500,000 of the Settlement Cash to Monaco upon execution and delivery of the Termination Agreement. At Monaco’s option, Monaco has the right, but not the obligation, to receive the remaining $2.5 million in shares of our common stock rather than in cash. This amount was to be settled December 1, 2021 but remained outstanding at December 1, 2021. This indebtedness does not carry an interest rate. Under the terms of the Termination Agreement, (a) the Monaco Parties agreed that approximately $14.5 million of indebtedness, which included accrued interest, owed by us to the Monaco Parties was satisfied in full and (b) certain of the Monaco Parties assigned to us all of their right, title, and interest in a portion of the proceeds from a specified shipwreck project. As a result of the termination of the loan agreements and contractual relationships, (x) our right to receive a percentage of the proceeds derived by the Monaco Parties from certain shipwreck projects was terminated, and (y) Monaco’s option to convert certain indebtedness held by it into shares of Oceanica Resources, S. de R.L. held indirectly by us was terminated. The Termination Agreement also set forth mutual releases and other customary representations, warranties, and covenants of the parties. The Company determined that the embedded conversion feature was clearly and closely related to the host contract and met the scope exception under FASB ASC 815-40. Thus, it did not require derivative liability classification under ASC 815. The Company then evaluated the conversion feature under FASB ASC 470-20,"Debt with conversion and other options" for consideration of any beneficial conversion features ("BCF"). Based on the market price of the common stock on the date of the agreement as compared to the conversion price, they determined there was a BCF of 232,175 which was recorded in additional paid-in capital. A BCF results in a debt discount which should be amortized over the stated maturity of the convertible instrument, or the earliest potential conversion date. Since the contract was convertible upon issuance, the discount was immediately accreted and charged to interest expense.

As a result of the Termination Agreement, we recognized a gain on debt settlement of approximately $5.2 million, which represented the difference between the loan principal, accrued interest and accounts payable forgiven of approximately $14.7 million and total consideration given of approximately $9.5 million.

The shares of common stock issuable under the Termination Agreement were offered and sold pursuant to a base prospectus and a prospectus supplement, both filed pursuant to Odyssey’s shelf registration statement on Form S-3(File No. 0333-227666).

On June 14, 2022, the Company paid $2,500,000 of the outstanding amounts payable under the Termination Agreement with Monaco.

Seller Note Payable

On December 2, 2022, we executed an Amended and Restated Purchase and Sale Agreement ("Purchase and Sale Agreement") with the seller of certain marine equipment ("Seller"). Pursuant to the Purchase and Sale Agreement, Seller agreed to sell us the marine equipment, related tooling items and spares for $2.5 million. On or before the closing date, Odyssey paid the Seller $1.1 million for the acquisition of the assets. Pursuant to the Purchase and Sale Agreement, we paid the Seller the $1.4 million balance of the purchase price as a fully amortizing loan, bearing interest at a rate of 20% per annum, maturing on June 5, 2024 (the "Seller Note").

D&O Insurance Note Payable

On November 1, 2022, we executed the Premium Finance Agreement 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, 2023. On December 1, 2021, we executed the Premium Finance Agreement 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 2% per annum, that matured on November 30, 2022.

37North

On March 7, 2022, we entered into a Note Purchase Agreement (“Note Agreement”) with 37North SPV 11, LLC (“37N”) in which 37N agreed to loan us up to $2,000,000. These loan proceeds were received in full on March 25, 2022. Pursuant to the Note Agreement, the indebtedness was non-interest bearing and matured on June 25, 2022. Anytime from 30 days after the maturity date, 37N had 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) 125% of the amount of the indebtedness, by (B) the lower of $5.94 and 70% of the 10-day VWAP. The aggregate maximum number of shares of Common Stock to be issued in connection with conversion of the indebtedness was not to exceed (i) 19.9% of the outstanding shares of Common Stock prior to the date of the Note Agreement, (ii) 19.9% of the combined voting power of the outstanding voting securities, or iii) exceed 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, we had the option to prepay the indebtedness at an amount of 110% of the unpaid principal. From the maturity date to 29 days after the maturity date (July 24, 2022), we were permitted to prepay all (but not less than) an amount equal to 115% of the unpaid amount of the indebtedness. Anytime, after the 30th day after the maturity date (July 25, 2022), we were permitted to prepay all (but not less than) an amount equal to 125% of the unpaid amount of the indebtedness, however, we were required to provide 37N a prepayment notice at least 10 days prior to repayment. If 37N delivered an exercise notice during this 10-day period, the Note would be converted, rather than prepaid.

If 37N delivered an exercise notice and the number of shares issuable is limited by the 19.9% limitation outlined above, then we were permitted to prepay all (but not less than all) an amount equal to 130% of the remaining unpaid amount.

On June 29, 2022, the Company paid $2,200,000 of the outstanding amounts payable under the Note Agreement with 37N. On July 6, 2022, the Company paid the remaining $100,000 of the outstanding amounts payable under the Note Agreement with 37N.

Accounting considerations

We evaluated the indebtedness and determined the shares issuable pursuant to the conversion option were determinate due to the cap on the number of issuable shares, and, as such, met the requirements for a derivative scope exception for instruments that are both indexed to an entity’s own stock and classified in stockholders’ equity. The optional and contingent prepayment options provide the right to accelerate the settlement of debt; however, the prepayment options can only be exercised by the Company. As such, they are considered clearly and closely related to the debt host instrument and bifurcation was not necessary. We early adopted ASC 2020-06, so we were not required to analyze the instrument for a beneficial conversion feature, and the instrument was recorded wholly as debt. Although the indebtedness did not bear interest, it was required to be repaid at amounts greater than the face value. According to ASC 470-10-35-2, if a debt instrument has a contractual maturity date that can be extended at the issuer’s option, at an increasing rate, the debt discounts and issuance costs must be amortized over the period in which the debt is estimated to be outstanding, even if that period extends beyond the debt’s original contractual maturity date. The difference between the proceeds received and the repayment

amount are generally amortized over the expected life of the indebtedness using the effective interest method. Management estimated the expected life to be very limited, so the entire expected repayment amount of $2.2 million, representing 110% of the indebtedness, was recorded upon issuance of the Note Agreement.

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.

Galileo

On February 28, 2023, Odyssey issued a $300,000 11.0% Promissory Note to Galileo NCC Inc ("Galileo"). The Promissory Note was payable on April 1, 2023. On March 6, 2023, Odyssey repaid this note payable in full with proceeds from the issuance of the Note (as defined below).

DP SPV I LLC

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

The principal amount outstanding under the Note bears interest at the rate of 11.0% per annum, and interest is payable in cash on a quarterly basis, except that, (a) at Odyssey’s option and upon notice to the holder of the Note, any quarterly interest payment may be satisfied, in lieu of paying such cash interest, by adding an equivalent amount to the principal amount of the Note (“PIK Interest”), and (b) the first quarterly interest payment due under the Note will be satisfied with PIK Interest. The Note provides Odyssey with the right, but not the obligation, upon notice to the holder of the Note to redeem (x) at any time before the first anniversary of the issuance of the Note, all or any portion of the indebtedness outstanding under the Note (together with all accrued and unpaid interest, including PIK Interest) for an amount equal to one hundred twenty percent (120%) of the outstanding principal amount so being redeemed, and (y) at any time on or after the first anniversary of the issuance of the Note, all or any portion of the indebtedness outstanding under the Note (together with all accrued and unpaid interest, including PIK Interest). Unless the Note is sooner redeemed at Odyssey’s option, all indebtedness under the Note is due and payable on September 6, 2024. Under the terms of the Purchase Agreement, Odyssey agreed to use the proceeds of the sale of the Securities to fund Odyssey’s obligations under the Termination Agreement (as defined below), to pay legal fees and costs related to Odyssey’s NAFTA arbitration against the United Mexican States, to pay fees and expenses related to the transactions contemplated by the Purchase Agreement, and for working capital and other general corporate expenditures. Odyssey’s obligations under Note are secured by a security interest in substantially all of Odyssey’s assets (subject to limited stated exclusions).

Under the terms of the Warrant, the holder has the right for a period of three years after issuance to purchase up to 3,703,704 shares of Odyssey’s common stock at an exercise price of $3.78 per share, which represents 120.0% of the official closing price of Odyssey’s common stock on the NASDAQ Capital Market immediately preceding the signing of the Purchase Agreement, upon delivery of a notice of exercise to Odyssey. Upon exercise of the Warrant, Odyssey has the option to either (a) deliver the shares of common stock issuable upon exercise or (b) pay to the holder an amount equal to the difference between (i) the aggregate exercise price payable under the notice of exercise and (ii) the product of (A) the number of shares of common stock indicated in the notice of exercise multiplied by (B) the arithmetic average of the daily volume-weighted average price of the common stock on the NASDAQ Capital Market for the five consecutive trading days ending on, and including, the trading day immediately prior to the date of the notice of exercise. The warrant provides for customary adjustments to the exercise price and the number of shares of common stock issuable upon exercise in the event of a stock split, recapitalization, reclassification, combination or exchange of shares, separation, reorganization, liquidation, or the like.

In connection with the execution and delivery of the Purchase Agreement, Odyssey entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which Odyssey agreed to register the offer and sale of the shares (the “Exercise Shares”) of Odyssey common stock issuable upon exercise of the Warrant. Pursuant to the Registration Rights Agreement, Odyssey agreed to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement covering the resale of the Exercise Shares and to use its reasonable best efforts to have the registration statement declared effective by the SEC as soon as practicable thereafter, subject to stated deadlines.

Accrued interest

Total accrued interest associated with our financings was $35,131,587 and $21,875,753 as of December 31, 2022 and 2021, respectively.

Long-Term Obligation Maturities:

We have three obligations that span greater than twelve months. For our lease obligations, see Lease commitment in Note 16 Commitments and Contingencies for further information on our operating lease obligations. See Note 10 Loans Payable – Litigation Financing, Emergency Injury Disaster Loan and Seller Note Payable for further detail regarding the repayment and maturity on the December 31, 2022 debt balances totaling $25,011,049.

Accrued Expenses

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Accrued Expenses

NOTE 11 – ACCRUED EXPENSES

Accrued expenses consist of the following:


	December 31, 2022		December 31, 2021
Compensation and incentives	$	354,187	$	1,655,761
Professional services		470,546		1,475,522
Deposit		657,331		450,000
Interest		35,131,587		21,875,753
Accrued exploration license fees		3,867,553		1,765,301
Total accrued expenses	$	40,481,204	$	27,222,337

Deposits is primarily comprised of an earnest money deposit of $450,000 from CIC. The earnest money deposit relates to a draft agreement related to potential sale of a stake of our equity in CIC. This transaction has not yet been consummated.

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

NOTE 6 – RELATED PARTY TRANSACTIONS

We currently provide services to a deep-sea mineral exploration company, CIC Limited ("CIC"), which was organized and is majority owned and controlled by Greg Stemm, Odyssey’s past Chairman of the Board. Mr. Stemm’s involvement with this company was disclosed to, and approved by, the Odyssey Board of Directors and legal counsel pursuant to the terms of Mr. Stemm’s consulting agreement in effect at that time. A current Odyssey director, Mark B. Justh, made an investment into CIC's parent company and indirectly owns approximately 11.5% of CIC. Another current Odyssey director, Laura L. Barton, is also a director of CIC. We believe Mr. Justh's indirect ownership in CIC and Ms. Barton's role as director of both entities do not impair their independence under applicable rules. We are providing these services to CIC pursuant to a Master Services Agreement that provides for back-office services in exchange for a recurring monthly fee as well as other deep-sea mineral related services on a cost-plus profit basis and will be compensated for these services with a combination of cash and equity in CIC. For the years ended December 31, 2022, 2021 and 2020, we invoiced CIC a total of $1,334,702, $921,238 and $2,038,332, respectively, which was for technical and support services. We have the option to accept equity in payment of the amounts due from CIC. See Note 4 Accounts Receivable and Other Related Party, Net for related accounts receivable and Note 5 Short-term Notes Receivable Related Party, Net for related short-term notes receivable at December 31, 2022 and 2021 and Note 9 Investment in Unconsolidated Entity for our investment in an unconsolidated entity.

In furtherance of the Master Services Agreement, we are financing the acquisition of certain equipment required for implementation of CIC's Marine Operations Plan, which is the comprehensive workplan for offshore operations, including exploration, survey and sampling of potential mineral deposits. As of December 31, 2022 we have paid $207,330 toward the purchase of this equipment and CIC has reimbursed $136,860 of that amount.

On December 13, 2022, we entered into a Loan Agreement with CIC. Pursuant to the Loan Agreement, CIC issued to Odyssey a convertible promissory note in the amount of $1,350,000 that bears interest at a rate of 18% per annum. On the closing date of the Loan Agreement, Odyssey advanced CIC $1,000,000 (the "Advanced Amount") and recorded an original issue discount ("OID") of $350,000, which will be accreted as interest income in our consolidated statements of operations. Upon an event of default, the unpaid principal amount and, to the extent permitted by law, any accrued and unpaid interest and all other obligations, shall accrue interest at the rate of 18% per annum plus default interest at the rate of 3% per annum until paid in full. Unless otherwise converted or repaid as described below, the entire outstanding principal balance under the Loan agreement and all accrued interest is due and payable on March 31, 2023 (the "Maturity Date"). The Loan Agreement provides that CIC may repay the Advanced Amount plus accrued interest on or prior to the fifth business day after the Maturity Date (the “Maturity Cure Date”) in full satisfaction of the Loan Agreement. Odyssey expects CIC to repay the Advanced Amount on or prior to the Maturity Cure Date in accordance with the terms of the Loan Agreement. Odyssey has the option to convert all or any portion of the Advanced Amount and accrued and unpaid interest thereon, at any time prior to the Maturity Cure Date, into Class B Shares of CIC's common stock at the Conversion Rate of $1.00 per share. In the event of default, Odyssey has the option to convert all or any portion of the Advanced Amount and accrued and unpaid interest thereon into Class A Shares of CIC's common stock at the Conversion Rate of $1.00 per share. For the year ended December 31, 2022, we recorded $61,009 of interest income from the accretion of the OID. The December 31, 2022 carrying value of the note receivable was $1,061,009 and the unamortized OID was approximately $288,991. At December 31, 2022 we recorded $12,649 in accrued interest receivable, which is included in the note receivable balance.

On December 13, 2022, CIC issued a Services Agreement Note to us. Pursuant to the Services Agreement Note, Odyssey agreed to extend the terms of its outstanding accounts receivables balance for past and future services performed under the Master Services Agreement for an amount not to exceed $600,000. The note bears interest at a rate of 1.5% per month and matures on April 30, 2023. Interest is due and payable on the first day of each month for the previous month. The December 31, 2022 carrying value of the note receivable was $503,059. The terms of the Services Agreement Note are not necessarily indicative of the terms that would have been provided had a comparable transaction been entered into with independent parties.

On July 15, 2021, MINOSA assigned $404,633 of its indebtedness with accumulated accrued interest of $159,082 to a director of the Company under the same terms as the original agreement, and that indebtedness continues to be convertible at a

conversion price of $4.35. This transaction was reviewed and approved by the independent members of the Company’s board of directors. On March 6, 2023 this note was terminated and Odyssey issued a new note, see Note 10 Loans Payable – MINOSA 2 for detail.

Deferred Income and Revenue Participation Rights

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Deferred Income and Revenue Participation Rights

NOTE 12 – DEFERRED INCOME AND REVENUE PARTICIPATION RIGHTS

“Seattle” project

In a private placement that closed in September 2000, we sold “units” consisting of “Republic” Revenue Participation Certificates and Common Stock. Each $50,000 “unit” entitled the holder to 1% of the gross revenue generated by the “Seattle” project (formerly referred to as the “Republic” project), and 100,000 shares of Common Stock. The “Seattle” was permanently abandoned in June 2021. During the year ended December 31, 2021, the carrying amount of the previously recorded deferred revenue participation right of $62,500 was written off to Other income (expense) in our consolidated statements of operations.

Galt Resources, LLC

In February 2011, we entered into a project syndication deal with Galt Resources LLC (“Galt”) for which they invested funds representing rights to future revenues for the HMS Victory project. This project syndication agreement was mutually terminated in June 2021. Therefore, the carrying amount of the previously recorded deferred revenue participation right of $3,756,250 was written off to Other income (expense) in our consolidated statements of operations.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)

12 Months Ended

Dec. 31, 2022

Federal Home Loan Banks [Abstract]

NOTE 13 – STOCKHOLDERS' EQUITY/(DEFICIT)

Common Stock

On July 10, 2022, we sold an aggregate of 4,939,515 shares of our common stock and warrants to purchase up to 4,939,515 shares of our common stock. 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 per share of common stock. Each unit was sold at a negotiated price of $3.35 per unit. The warrants are exercisable at any time beginning on December 10, 2022, and ending on the close of business on June 10, 2027.

On August 21, 2020, we sold an aggregate of 2,553,314 shares of our common stock and warrants to purchase up to 1,901,985 shares of our common stock. The net proceeds received from sale, after offering expenses of $0.3 million, of which $0.2 million were withheld to cover fees, were $11.2 million. The shares of common stock and warrants were sold in units, with each unit consisting of one share of common stock and a warrant to purchase up to 0.6 shares of common stock. The purchase price for each unit

was $4.543. The warrants have an exercise price of $4.75 per share of common stock and are exercisable at any time during the three-year period commencing six months after issuance.

Warrants

In conjunction with our sale of shares common stock and warrants on July 10, 2022, as described above, we issued warrants to purchase up to 4,939,515 shares of our common stock. The warrants have an exercise price of $3.35 per share and are exercisable at any time beginning on December 10, 2022, and ending on the close of business on June 10, 2027.

In conjunction with our sale of shares common stock and warrants on August 21, 2020 as described above, we issued warrants to purchase up to 1,901,985 shares of our common stock. The warrants have an exercise price of $4.75 per share and are exercisable at any time during the three-year period commencing six months after the August 21, 2020 sale of our common stock, which is February 21, 2021.

Included in the Restated Agreement as described in Note 10 Loans Payable – Litigation Financing, during 2019, we issued a warrant allowing the lender to purchase up to 551,378 shares of our common stock at $3.99. The warrant is contingently exercisable and will become exercisable on the date on which we cease the Subject Claim for any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claims or the date on which Proceeds are deposited into the Escrow Account. The warrant has a five-year life that commences on the date it becomes exercisable.

On July 12, 2018, in conjunction with a previous Note and Warrant Purchase Agreement we issued warrants to purchase an aggregate of 65,625 shares of common stock in connection with the notes that were issued. These warrants had an expiration date of July 21, 2021, an exercise price of $12.00, and were exercisable to purchase 65,625 shares of our common stock. On July 8, 2019 we entered into a Second Amendment to Note and Warrant Purchase Agreement and Warrant Modification Agreement. As a result, the lenders now hold warrants to purchase an aggregate of 196,135 shares of our common stock at an exercise price of $5.756 per share. These warrants are exercisable at any time until July 12, 2024. On August 14, 2020, this loan was modified and extended to July 12, 2021. In conjunction with the extension, the lenders received warrants to purchase an aggregate of 131,996 shares of our common stock at $4.67 per share. These warrants expire on August 14, 2023.

Convertible Preferred Stock

On March 11, 2015, we entered into a Stock Purchase Agreement (the "Purchase Agreement") with Penelope Mining LLC (the "Investor"), and, solely with respect to certain provisions of the Purchase Agreement, Minera del Norte, S.A. de C.V. (the "Lender"). The Purchase Agreement provides for the Company to issue and sell to the Investor shares of the Company’s preferred stock in the amounts set forth in the following table (numbers have been adjusted for the February 2016 reverse stock split):


Convertible Preferred Stock	Shares		Price Per Share		Total Investment
SeriesAA-1		8,427,004	$	12.00	$	101,124,048
SeriesAA-2		7,223,145	$	6.00		43,338,870
		15,650,149			$	144,462,918

The Investor’s option to purchase the Series AA-2 shares is subject to the closing price of the Common Stock on the NASDAQ market having been greater than or equal to $15.12 per share for a period of twenty (20) consecutive business days on which the NASDAQ market is open.

The closing of the sale and issuance of shares of the Company’s preferred stock to the Investor is subject to certain conditions, including the Company’s receipt of required approvals from the Company’s stockholders, the receipt of regulatory approval, performance by the Company of its obligations under the Stock Purchase Agreement, the listing of the underlying common stock on the NASDAQ Stock Market and the Investor’s satisfaction, in its sole discretion, with the viability of certain undersea mining projects of the Company. This transaction received stockholders’ approval on June 9, 2015. The Purchase Agreement was terminated pursuant to an agreement dated March 3, 2023 (see further details at Note 10 Loans Payable – Minosa 1 and 2).

Stock-Based Compensation

We have three stock incentive plans. The first is the 2005 Stock Incentive Plan that expired in August 2015. After the expiration of this plan, equity instruments cannot be granted but this plan will continue in effect until all outstanding awards have been exercised in full or are no longer exercisable and all equity instruments have vested or been forfeited.

On June 9, 2015, our stockholders approved our 2015 Stock Incentive Plan (the "Plan") that was adopted by our Board of Directors (the "Board") on January 2, 2015, which is the effective date. The Plan expires on the tenth anniversary of the effective date. The Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units and stock appreciation rights. This plan was initially capitalized with 450,000 shares that may be granted. The Plan is intended to comply with Section 162(m) of the Internal Revenue Code, which stipulates that the maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year shall be 83,333, and the maximum aggregate amount of cash that may be paid in cash to any person during any calendar year with respect to one or more Awards payable in cash shall be $2,000,000. The original maximum number of shares that were to be used for Incentive Stock Options ("ISO") under the Plan was 450,000. During our June 2016 stockholders' meeting, the stockholders approved the addition of 200,000 incremental shares to the Plan. With respect to each grant of an ISO to a participant who is not a ten percent stockholder, the exercise price shall not be less than the fair market value of a share on the date the ISO is granted. With respect to each grant of an ISO to a participant who is a ten percent stockholder, the exercise price shall not be less than one hundred ten percent (110%) of the fair market value of a share on the date the ISO is granted. If an award is a non-qualified stock option ("NQSO"), the exercise price for each share shall be no less than (1) the minimum price required by applicable state law, or (2) the fair market value of a share on the date the NQSO is granted, whichever price is greatest. Any award intended to meet the performance-based exception must be granted with an exercise price not less than the fair market value of a share determined as of the date of such grant.

On March 26, 2019, our Board of Directors adopted and approved the 2019 Stock Incentive Plan (the "2019 Plan"), which was approved by our stockholders on June 3, 2019. The 2019 Plan expires on June 3, 2029. The 2019 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units and stock appreciation rights. The 2019 Plan is capitalized with 1.6 million shares that may be granted. During our June 2022 stockholders' meeting, the stockholders approved the addition of 2,400,000 incremental shares to the 2019 Plan. As of December 31, 2022 966,222 options were available to be issued under the 2019 Plan. The 2019 Plan includes the following features: no "evergreen" share reserve, prohibition on liberal share recycling, no repricing permitted without stockholder approval, no stock option reload features, no transfers of awards for value and dividends and dividends equivalent shall accrue and be paid only if and to the extent the common stock underlying the award become vested or payable.

Share-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest. As share-based compensation expense recognized in the statement of operations is based on awards ultimately expected to vest, it can be reduced for estimated forfeitures. The ASC topic Stock Compensation requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The share-based compensation charged against income for the years ended December 31, 2022, 2021 and 2020 was $1,811,551, $1,250,585 and $420,648, respectively.

We granted 604,243 stock options to employees on December 9, 2022. We did not grant stock options to employees or outside directors in 2021 or 2020. The value of the stock options granted was determined using the Black-Scholes-Merton option-pricing model, 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. The options were valued with the following assumptions used for grants issued in the table below. Expected volatilities are based on 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. 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.


		2022
Risk free interest rate		3.75%
Expected life		5 years
Expected volatility		83.56%
Expected dividend yield		—
Grant-date fair value		2.45

Additionally, on December 8, 2022, we granted 17,105 stock options to a third-party consultant for services rendered. We did not grant stock options to any third parties in 2021 or 2020. The fair value of each option grant to the third-party consultant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants issued in the table below.


		2022
Risk free interest rate		3.71%
Expected life		5 years
Expected volatility		83.53%
Expected dividend yield		—
Grant-date fair value		2.34

The Black-Scholes-Merton option pricing model was developed for estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because option valuation models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. Our options do not have the characteristics of traded options; therefore, the option valuation models do not necessarily provide a reliable measure of the fair value of our options.

Additional information with respect to both plans stock option activity is as follows:


	Number of Shares		Weighted Average Exercise Price		Weighted Average Life
Outstanding at December 31, 2019		238,651	$	15.95
Granted		—	$	—
Exercised		—	$	—
Cancelled		—	$	—
Outstanding at December 31, 2020		238,651	$	15.95
Granted		—	$	—
Exercised		—	$	—
Cancelled		—	$	—
Outstanding at December 31, 2021		238,651	$	15.95
Granted		621,348	$	3.60
Exercised		—	$	—
Cancelled		—	$	—
Outstanding at December 31, 2022		859,999	$	7.02		4.08
Options exercisable at December 31, 2020		238,651	$	15.95		3.82
Options exercisable at December 31, 2021		238,651	$	15.95		4.82
Options exercisable at December 31, 2022		602,591	$	8.49		3.71

The aggregate intrinsic values of options exercisable for the years ended December 31, 2022, 2021 and 2020 were $127,605, $55,392 and $98,129, respectively. The aggregate intrinsic values of options outstanding for the years ended December 31, 2022, 2021 and 2020 were $202,587, $55,392 and $98,129, respectively. The aggregate intrinsic values of options exercised during the years ended December 31, 2022, 2021 and 2020 are $0, $0 and $0, respectively, determined as of the date of the option exercise. Aggregate intrinsic value represents the positive difference between our closing stock price at the end of a respective period and the exercise price multiplied by the number of relative options. The total fair value of options vested during the years ended December 31, 2022, 2021 and 2020 was $1,412,087, $0 and $0, respectively.

As of December 31, 2022, there was $628,767 of unrecognized compensation cost related to unvested share-based compensation awards granted to employees related to granted stock options, which have an expected remaining life of 2.06 years.

The following table summarizes information about stock options outstanding at December 31, 2022:


	Stock Options Outstanding
Range of Exercise Prices	Number of Shares Outstanding		Weighted Average Remaining Contractual Life in Years		Weighted Average Exercise Price
$26.40 - $26.40		75,158		1.00	$	26.40
$12.48 - $12.84		141,000		2.00	$	12.49
$2.02 - $3.60		643,841		4.90	$	3.57
		859,999		4.08	$	7.02

The estimated fair value of each restricted stock award is calculated using the share price at the date of the grant. A summary of the status of the restricted stock awards as of December 31, 2022 and changes during the year ended December 31, 2022 is presented as follows:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested at December 31, 2021		276,709		$	6.54
Granted		88,328		$	3.27
Vested		(274,312	)	$	5.17
Cancelled		(45,107	)	$	10.59
Unvested at December 31, 2022		45,618		$	4.46

The fair value of restricted stock units vested during the years ended December 31, 2022, 2021 and 2020 was $2,310,598, $1,213,525 and $653,653, respectively. The fair value of unvested restricted stock units remaining at the years ended December 31, 2022, 2021 and 2020 is $176,998, $1,438,887 and $1,770,676, respectively. The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2022, 2021 and 2020 were $3.27, $7.05 and $4.00, respectively. The weighted-average remaining contractual term of these restricted stock units at the years ended December 31, 2022, 2021 and 2020 are 2.3, 1.1 and 2.0 years, respectively. As of December 31, 2022, there was a total of $203,481 unrecognized compensation cost related to unvested restricted stock awards.

The following table summarizes our common stock warrants outstanding at December 31, 2022:


Common Stock Warrants	Exercise Price	Termination Date
196,135	$5.76	07/08/2024
700,000	$7.16	11/02/2023
551,378	$3.99	**
131,816	$4.67	08/14/2023
1,873,622	$4.75	02/25/2024
4,939,515	$3.35	12/10/2027
8,392,466

** A five-year term commences upon the earliest occurrence of either Trigger Date A or Trigger Date B. Trigger Date A is the date on which the Claimholder ceases the Subject Claim for any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claim, see Note 10 Loans Payable – Litigation Financing.

Cuota Appreciation Rights

On August 4, 2017, the Company’s board of directors (the "Board") adopted the Odyssey Marine Exploration, Inc. Key Employee Cuota Appreciation Rights (the "Key Employee Plan") and the Odyssey Marine Exploration, Inc. Nonemployee Director Cuota Appreciation Rights (the "Director Plan" and, together with the Key Employee Plan, the "Cuota Plans"). The Cuota Plans provide for the award of cuota appreciation rights ("CARs") to eligible participants. A "cuota" is a unit of equity interest under Panamanian law, and the value of the CARs will be determined based upon the appreciation, if any, in the value of the cuotas of Oceanica Resources, S. de R.L., a Panamanian sociedad de responsabilidad limitada ("Oceanica"), after the award of such CARs. The Company indirectly holds a majority stake in Oceanica.

The Board authorized the award of up to 750,000 CARs under the Key Employee Plan and the award of up to 600,000 CARs under the Director Plan. The terms of any CARs awarded under the Cuota Plans will be set forth in an award agreement between the Company and each participant, and the award agreement will set forth a vesting schedule for the CARs. In general, unvested CARs will be forfeited upon a participant’s separation of service from the Company, and all vested and unvested CARs will be forfeited upon a participant’s separation of service from the Company for "cause" (as defined in the Cuota Plans).

Each participant in the Cuota Plans will be entitled to be paid the value of such participant’s CARs upon the occurrence of a "payment event." As used in the Cuota Plans, payment events consist of a change in control of the Company or the date specified in the applicable award agreement and, in the case of the Key Employee Plan, a separation of service without cause and the participant’s continuous employment with the Company until the date specified in the applicable award agreement. The value of CARs liability will be based upon the difference between the basis in the cuotas of Oceanica on the date of the award of the CARs, which is $3.00, and the fair value of the cuotas on the date used for the payment event, in each case as determined by the Board in accordance with the provisions

of the Cuota Plans. The fair value of the cuota as of August 31, 2019 was $1.00. There is no active market for Oceanica’s securities, and there was no activity that would have materially changed the valuation at December 31, 2022.

During the year ended December 31, 2022 the 385,580 CARs in the Key Employee Plan expired. At December 31, 2022, there were no vested CARs outstanding and there were no exercisable CARs outstanding related to the Key Employee Plan. At December 31, 2022, there was no liability or associated compensation cost associated with these CARs. The CARs in the Nonemployee Director Plan are utilized as compensation for services, therefore these CARs vest upon grant. During the year ended December 31, 2022 the 292,663 CARs in the Nonemployee Director Plan had expired and, as such, the associated $315,235 liability was written-off and is included as a gain on Cuota Appreciation Rights extinguishment in our consolidated statements of operations. At December 31, 2022 there were no vested and outstanding and there were no exercisable CARs outstanding related to the Nonemployee Director Plan. At December 31, 2022, there was no liability with these CARs.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 14 – INCOME TAXES

As of December 31, 2022, the Company had consolidated income tax net operating loss ("NOL") carryforwards for federal tax purposes of approximately $230.0 million and net operating loss carryforwards for foreign income tax purposes of approximately $83.5 million. The federal NOL carryforwards from 2005 and forward will expire in various years beginning 2025 and ending through the year 2035. From 2025 through 2027, approximately $47.0 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 2021 of approximately $55.0 million will be carried forward indefinitely.

The components of the provision for income tax (benefits) are attributable to continuing operations as follows:


	December 31, 2022		December 31, 2021		December 31, 2020
Current
Federal	$	—	$	—	$	—
State		—		—		—
	$	—	$	—	$	—
Deferred
Federal	$	—	$	—	$	—
State		—		—		—
	$	—	$	—	$	—

Deferred income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:


	December 31, 2022	December 31, 2021
Deferred tax assets:
Net operating loss and tax credit carryforwards	$83,383,006	$72,201,754
Capital loss carryforward	—	5,514
Accrued expenses	—	363,149
Start-up costs	6,033	5,664
Excess of book over tax depreciation	240,231	259,667
Stock option and restricted stock award expense	1,806,546	1,429,488
Debt Extinguishment	61,945	58,161
Less: valuation allowance	(85,268,067)	(74,138,667)
	$229,694	$184,730
Deferred tax liability:
Property and equipment basis	$50,174	$10,434
Prepaid expenses	179,520	174,296
	$229,694	$184,730
Net deferred tax asset	$—	$—

As reflected above, we have recorded a net deferred tax asset of $0 at December 31, 2022. As required by the Accounting for Income Taxes topic in the ASC, we have evaluated whether it is more likely than not that the deferred tax assets will be realized.

Based on the available evidence, we have concluded that it is more likely than not that those assets would not be realized without the recovery and rights of ownership or salvage rights of high-value shipwrecks or other forms of taxable income, thus a valuation allowance has been recorded as of December 31, 2022.

The change in the valuation allowance is as follows:


December 31, 2022	$	85,268,067
December 31, 2021		74,138,667
Change in valuation allowance	$	11,129,400

The federal and state income tax provision (benefit) is summarized as follows for the years ended:


	December 31, 2022			December 31, 2021			December 31, 2020
Expected (benefit)	$	(6,485,498	)	$	(3,386,834	)	$	(4,429,419	)
Effects of:
State income taxes net of federal benefits		(1,698,583	)		(570,116	)		(940,302	)
Nondeductible expense		78,422			(56,839	)		150,238
Subpart F Income		33,040			735,229			345,006
Debt Extinguishment		—			—			91,266
Funder Loan Proceeds		—			—			2,482,252
Change in valuation allowance		11,480,322			6,229,371			4,815,784
Foreign Rate Differential		(3,407,703	)		(2,950,811	)		(2,514,825	)
	$	—		$	—		$	—

The Company’s effective income tax rate is lower than what would be expected if the federal statutory rate were applied to income before income taxes primarily because of certain expenses deductible for financial reporting purposes that are not deductible for tax purposes, research and development tax credits, operating loss carryforwards, and adjustments to previously-recorded deferred tax assets and liabilities due to the enactment of the Tax Cuts and Jobs Act.

We have not recognized a material adjustment in the liability for unrecognized tax benefits and have not recorded any provisions for accrued interest and penalties related to uncertain tax positions.

The earliest tax year still subject to examination by a major taxing jurisdiction is 2018.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Commitments and Contingencies Disclosure [Abstract]

Major Customers

12 Months Ended

Dec. 31, 2022

Major Customers [Abstract]

Major Customers

NOTE 15 – MAJOR CUSTOMERS

For the years ended December 31, 2022 and 2021, we had one customer, CIC, which is a related party (see Note 6 Related Party Transactions), that accounted for 100% of our total revenue in both years.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies

NOTE 16 – 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 consolidated financial statements.

Contingency

We also owe consultants contingent success fees of up to $700,000 upon the approval and issuance of the ExO Project Environmental Impact Assessment ("EIA") . The EIA has not been approved as of the date of this report.

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 exploration charters or collecting on amounts owed to us.

Our 2023 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 ever becomes insufficient to meet our desired projected business plan requirements, we would be required to follow a contingency business plan that is based on curtailed expenses and fewer cash requirements. On June 10, 2022, we sold an aggregate of 4,939,515 shares of our common stock and warrants to purchase up to 4,939,515 shares of our common stock. The net proceeds received from this sale, after offering expenses of $1.8 million, were $14.7 million (see Note 13 Stockholders' Equity/(Deficit)). These proceeds, coupled with other anticipated cash inflows, provided operating funds through early 2023.

Our consolidated non-restricted cash balance at December 31, 2022 was $1,443,421. We have a working capital deficit at December 31, 2022 of $60.7 million. The total consolidated book value of our assets was approximately $13.3 million at December 31, 2022, which includes cash of $1,443,421. The fair market value of these assets may differ from their net carrying book value. The factors noted above raise doubt about our ability to continue as a going concern. These 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.

Lease commitment

In August 2019, we entered into an operating lease for our corporate office space under a non-cancellable lease through August 2024 with monthly payments ranging from $11,789 to $13,269, not including sales tax. The lease provides for annual increases of base rent of 3% until the expiration date. Pursuant to ASC 842, an operating lease right of usage ("ROU") asset and liability were recognized in the amount of $590,612 at inception of the lease based on the present value of lease payments over the remaining lease term. The ROU asset represents the Company’s right to use the underlying office space asset for the lease term, and the lease liability represents the Company’s obligation to make lease payments arising from the lease. Since the implicit rate of interest in the arrangement was not readily determinable, we utilized our incremental borrowing rate of 10% in determining the present value of lease payments. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

At December 31, 2022, the ROU asset and lease obligation were, $218,098 and $229,657, respectively.

The remaining lease payment obligations are as follows:


Year ending December 31,	Annual payment obligation
2023	$	156,524
2024		92,884
	$	249,408

During the third quarter of 2019, we entered into a five-year lease at the location of our corporate office space in Tampa, Florida to support our marine operations. The lease was effective October 1, 2019 and has monthly lease payments ranging from $4,040 to $4,547, not including sales tax, over the five-year term. We are accounting for this lease under ASC 842 which resulted in a right of use asset and lease obligation of $202,424. The discount used in determining the right of use asset was 10%.

At December 31, 2022, the ROU asset and lease obligation were, $81,927 and $86,138, respectively.

The remaining lease payment obligations are as follows:


Year ending December 31,	Annual payment obligation
2023	$	53,382
2024		40,930
	$	94,312

We have recognized approximately $218,000, $216,000 and $194,000 in rent expense associated with these leases for the years ended December 31, 2022, 2021 and 2020, respectively.

Quarterly Financial Data - Unaudited

12 Months Ended

Dec. 31, 2022

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data - Unaudited

NOTE 17 – QUARTERLY FINANCIAL DATA – UNAUDITED

The following tables present certain unaudited consolidated quarterly financial information for each of the past eight quarters ended December 31, 2022 and 2021. This quarterly information has been prepared on the same basis as the consolidated financial statements and includes all adjustments necessary to state fairly the information for the periods presented.


	Fiscal Year ended December 31, 2022
	Quarter Ending
	March 31			June 30			September 30			December 31
Revenue – net	$	299,606		$	390,278		$	358,409		$	286,409
Gross profit		299,606			390,278			358,409			286,409
Net income (loss)		(8,230,229	)		(4,683,485	)		(5,455,229	)		(4,771,807	)
Basic and diluted net income per share	$	(0.57	)	$	(0.30	)	$	(0.28	)	$	(0.19	)

	Fiscal Year Ended December 31, 2021
	Quarter Ending
	March 31			June 30			September 30			December 31
Revenue – net	$	291,676		$	182,334		$	197,051		$	250,177
Gross profit		291,676			182,334			197,051			250,177
Net income (loss)		(3,720,218	)		(2,227,499	)		(4,085,297	)		76,619
Basic and diluted net income per share	$	(0.29	)	$	(0.17	)	$	(0.31	)	$	0.02

Subsequent Event

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Event

NOTE 18 – SUBSEQUENT EVENTS

We have evaluated subsequent events for recognition or disclosure through the date this Form 10-K is filed with the Securities and Exchange Commission.

Galileo Note

On February 28, 2023, Odyssey issued a $300,000 11.0% Promissory Note to Galileo NCC Inc ("Galileo"). The Promissory Note was payable on April 1, 2023. On March 6, 2023, Odyssey repaid this note payable in full with proceeds from the issuance of the Note (as defined below).

DP SPV I LLC Note

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

The principal amount outstanding under the Note bears interest at the rate of 11.0% per annum, and interest is payable in cash on a quarterly basis, except that, (a) at Odyssey’s option and upon notice to the holder of the Note, any quarterly interest payment may be satisfied, in lieu of paying such cash interest, by adding an equivalent amount to the principal amount of the Note (“PIK Interest”),

and (b) the first quarterly interest payment due under the Note will be satisfied with PIK Interest. The Note provides Odyssey with the right, but not the obligation, upon notice to the holder of the Note to redeem (x) at any time before the first anniversary of the issuance of the Note, all or any portion of the indebtedness outstanding under the Note (together with all accrued and unpaid interest, including PIK Interest) for an amount equal to one hundred twenty percent (120%) of the outstanding principal amount so being redeemed, and (y) at any time on or after the first anniversary of the issuance of the Note, all or any portion of the indebtedness outstanding under the Note (together with all accrued and unpaid interest, including PIK Interest). Unless the Note is sooner redeemed at Odyssey’s option, all indebtedness under the Note is due and payable on September 6, 2024. Under the terms of the Purchase Agreement, Odyssey agreed to use the proceeds of the sale of the Securities to fund Odyssey’s obligations under the Termination Agreement (as defined below), to pay legal fees and costs related to Odyssey’s NAFTA arbitration against the United Mexican States, to pay fees and expenses related to the transactions contemplated by the Purchase Agreement, and for working capital and other general corporate expenditures. Odyssey’s obligations under Note are secured by a security interest in substantially all of Odyssey’s assets (subject to limited stated exclusions).

Under the terms of the Warrant, the holder has the right for a period of three years after issuance to purchase up to 3,703,704 shares of Odyssey’s common stock at an exercise price of $3.78 per share, which represents 120.0% of the official closing price of Odyssey’s common stock on the NASDAQ Capital Market immediately preceding the signing of the Purchase Agreement, upon delivery of a notice of exercise to Odyssey. Upon exercise of the Warrant, Odyssey has the option to either (a) deliver the shares of common stock issuable upon exercise or (b) pay to the holder an amount equal to the difference between (i) the aggregate exercise price payable under the notice of exercise and (ii) the product of (A) the number of shares of common stock indicated in the notice of exercise multiplied by (B) the arithmetic average of the daily volume-weighted average price of the common stock on the NASDAQ Capital Market for the five consecutive trading days ending on, and including, the trading day immediately prior to the date of the notice of exercise. The warrant provides for customary adjustments to the exercise price and the number of shares of common stock issuable upon exercise in the event of a stock split, recapitalization, reclassification, combination or exchange of shares, separation, reorganization, liquidation, or the like.

In connection with the execution and delivery of the Purchase Agreement, Odyssey entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which Odyssey agreed to register the offer and sale of the shares (the “Exercise Shares”) of Odyssey common stock issuable upon exercise of the Warrant. Pursuant to the Registration Rights Agreement, Odyssey agreed to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement covering the resale of the Exercise Shares and to use its reasonable best efforts to have the registration statement declared effective by the SEC as soon as practicable thereafter, subject to stated deadlines.

Purchase Agreement, MINOSA 1 and MINOSA 2 Notes

On March 3, 2023, Odyssey, Altos Hornos de México, S.A.B. de C.V. (“AHMSA”), MINOSA and Phosphate One LLC (f/k/a Penelope Mining LLC, “Phosphate One” and together with AHMSA and MINOSA, the “AHMSA Parties”) entered into Settlement, Release and Termination Agreement (the “Termination Agreement”).

Pursuant to the Termination Agreement:

•

Odyssey paid AHMSA $9.0 million (the “Termination Payment”) in cash on March 6, 2023;

•

the parties agreed that, concurrently with the payment of the Termination Payment, a portion of the MINOSA Notes would be deemed automatically converted into 304,879 shares of Odyssey’s common stock;

•

the MINOSA Notes, the Purchase Agreement, and the Pledge Agreements were terminated;

•

each of the AHMSA Parties, on the one hand, and Odyssey, on the other, agreed to release the other parties and their respective affiliates, equity holders, beneficiaries, successors and assigns (the “Released Parties”) from any and all claims, demands, damages, actions, causes of action or liabilities of any kind or nature whatsoever under the SPA, the MINOSA Notes, the Minosa Purchase Agreement, or the Pledge Agreements (the “Released Matters”); and

•

each of the AHMSA Parties, on the one hand, and Odyssey, on the other, agreed not to make any claims against any of the Released Parties related to the Released Matters.

The transactions contemplated by the Termination Agreement were completed on March 6, 2023.

On March 6, 2023, Odyssey entered into a Release and Termination Agreement with a director of the Company, James S. Pignatelli, to terminate and release a portion of the MINOSA 2 Note assigned to Mr. Pignatelli in 2021, the related Note Purchase Agreement (“NPA”) and the Pledge Agreement.

On March 6, 2023, Odyssey issued a new Unsecured Convertible Promissory Note in the principal amount of $500,000 to Mr. Pignatelli that bears interest at the rate of 10.0% per annum convertible into common stock of Odyssey at a conversion price of

$3.78 per share. Pursuant to the Release and Termination Agreement with Mr. Pignatelli noted above, he agreed, in exchange for the issuance of this Unsecured Convertible Promissory Note by Odyssey, to release the assigned portion of the MINOSA 2 note issued by Odyssey Marine Exploration, Inc., a wholly owned subsidiary of the Company, to Mr. Pignatelli in the principal amount of $404,634 and convertible at a conversion price of $4.35 per share, pursuant to which the outstanding aggregate obligation with accrued interest was $630,231.

Litigation Financing Waiver and Consent

On March 6, 2023, the Claimholder and the Funder under the Agreement entered into a Waiver and Consent Agreement, pursuant to which, among other things, (i) the Funder provided a waiver and consent to allow the Claimholder to fund certain costs and expenses arising from the Subject Claim from the Claimholder’s own capital in an aggregate amount not to exceed $5,000,000, and (ii) Odyssey paid a $1,000,000 nonrefundable waiver fee to the Funder.

Sale/Leaseback Arrangement

On March 30, 2023, Odyssey reached agreement on the terms of a sale/leaseback arrangement for certain of its marine equipment. The definitive documentation is expected to be effective in early April 2023 and the $3 million sale/leaseback transaction is expected to close within 60 days of effectiveness. A portion of the proceeds of the transaction will be used to repay the Seller Note.

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

SCHEDULE II – VALUATION and QUALIFYING ACCOUNTS

For the Fiscal Years of 2019, 2020 and 2021

ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES


	Balance at Beginning of Year		Charged (Credited) to Expenses		Charged (Credited) to Other Accounts		Deductions		Balance at End of Year
Inventory reserve
2020		—		—		—		—		—
2021		—		—		—		—		—
2022		—		—		—		—		—
Accounts receivable reserve
2020		—		—		—		—		—
2021		—		—		—		—		—
2022		—		—		—		—		—

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

Organization

Odyssey Marine Exploration, Inc. and subsidiaries (the "Company," "Odyssey," "us," "we" or "our") is engaged in deep-ocean exploration. Our innovative techniques are currently applied to mineral exploration and other marine survey and exploration charter services. Our corporate headquarters are located in Tampa, Florida.

Summary of Significant Accounting Policies

This summary of significant accounting policies of the Company is presented to assist in understanding our 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.

Recent Accounting Pronouncements

Accounting standards adopted

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission ("SEC") filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year.

The amendments in the above Update affect entities that issue convertible instruments and/or contracts in an entity’s own equity. For convertible instruments, the instruments primarily affected are those issued with beneficial conversion features or cash conversion features because the accounting models for those specific features are removed. However, all entities that issue convertible instruments are affected by the amendments to the disclosure requirements in this Update. For contracts in an entity’s own equity, the contracts primarily affected are freestanding instruments and embedded features that are accounted for as derivatives under the current guidance because of failure to meet the settlement conditions of the derivatives scope exception related to certain requirements of the settlement assessment. The Board simplified the settlement assessment by removing the requirements (1) to consider whether the contract would be settled in registered shares, (2) to consider whether collateral is required to be posted, and (3) to assess shareholder rights. Those amendments also affect the assessment of whether an embedded conversion feature in a convertible instrument qualifies for the derivatives scope exception. Additionally, the amendments in this Update affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. We have adopted this ASU as of January 1, 2022.

On October 31, 2018, the SEC adopted a final rule ("New Final Rule") that will replace SEC Industry Guide 7 with new disclosure requirements that are more closely aligned with current industry and global regulatory practices and standards. Companies must comply with the New Final Rule for the company’s first fiscal year beginning on or after January 1, 2021. We adopted this New Final Rule on January 1, 2021.

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.

Principles of Consolidation

The 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 results of operations attributable to the non-controlling interest are presented within

equity and net income 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 liability to be converted into equity of a subsidiary, which if exercised, could increase the direct or indirect interest of the Company in the non-wholly owned subsidiaries.

Use of Estimates

Management used estimates and assumptions in preparing these 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 revenues and expenses. Actual results could vary from the estimates that were used.

Reclassifications

Certain reclassifications have been made to the 2021 consolidated financial statements in order to conform to the classifications used in 2022. The reclassifications had no impact to operations or working capital.

Revenue Recognition and Accounts Receivable

Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of Accounting Standards Codification ("ASC") Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.

The Company currently generates revenues from service contracts with customers. Currently, there are two sources of revenue, marine services and other services. The contracts for these services provide research, scientific services, marine operations planning, management execution and project management. These services are billed generally on a monthly basis and recognized as revenue as the services are performed. Revenue is recognized at a point in time as services are provided, as the customers simultaneously receive and consume the benefits provided by the Company each month. The Company generally does not receive any upfront consideration for these services, and there is no variable consideration for the services. Costs associated with both services include all direct consulting labor, and minimal supplies, and is charged to operations as a component of Operations and Research.

Accounts receivable are based on amounts billed to customers. Generally accepted accounting principles state an estimate is to be made for an allowance for doubtful accounts. We have determined no allowance is currently necessary. If we were to have a recorded allowance, the accounts receivable would be stated net of the recorded allowance.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in banks. We also consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents, of which we do not have any.

Exploration License

The Company follows the guidance pursuant to ASU 350, "Intangibles-Goodwill and Other" in accounting for its 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 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 exploration license is not dependent on another asset or group of assets that could potentially limit the useful life of the exploration license. In the future, the recoverability of the license will be tested whenever

circumstances indicate that its carrying amount may not be recoverable per the guidance of ASC 360 Property, Plant and Equipment. We did not have any impairments for the years ended December 31, 2022, 2021 or 2020.

Long-Lived Assets

Our policy is to recognize impairment losses relating to long-lived assets in accordance with the ASC 360 Property, Plant and Equipment. Decisions are based on several factors, including, but not limited to, management’s plans for future operations, recent operating results and projected cash flows. Impairment losses are included in depreciation at the time of impairment. We did not have any impairments in for the years ended December 31, 2022, 2021 or 2020.

Property and Equipment and Depreciation

Property and equipment is stated at historical cost. Depreciation is calculated using the straight-line method at rates based on the assets’ estimated useful lives which are normally between three and thirty years. Leasehold improvements are amortized over their estimated useful lives or lease term, if shorter. Items that may require major overhauls (such as marine equipment) that enhance or extend the useful life of these assets qualify to be capitalized and depreciated over the useful life or remaining life of that asset, whichever was shorter. All other repairs and maintenance were accounted for under the direct-expensing method and are expensed when incurred.

Earnings Per Share

Basic earnings per share ("EPS") is computed by dividing income 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 if-converted method to compute potential common shares from stock options, restricted stock units, warrants, preferred stock, convertible notes or other convertible securities. When a net loss occurs, potential common shares have an anti-dilutive effect on earnings per share and such shares are excluded from the diluted EPS calculation.

At December 31, 2022, 2021 and 2020 the weighted average common shares outstanding were 17,310,915, 13,296,687 and 10,538,114, respectively. For the years ended December 31, 2022, 2021 and 2020 in which net losses occurred, all potential common shares were excluded from Diluted EPS because the effect of including such shares would be anti-dilutive.

The potential common shares in the following table represents potential common shares calculated using the as if-converted method from outstanding options, stock awards and warrants that were excluded from the calculation of diluted EPS:


	December 31, 2022		December 31, 2021		December 31, 2020
Average market price during the period	$	4.22	$	6.50	$	5.06
In the money potential common shares from options excluded		643,841		22,493		22,493
In the money potential common shares from warrants excluded		5,490,893		2,781,314		2,585,179

Potential common shares from out of the money options and warrants were also excluded from the computation of diluted EPS because calculation of the associated potential common shares has an anti-dilutive effect on EPS. The following table lists options and warrants that were excluded from diluted EPS.


Per share exercise price	December 31, 2022	December 31, 2021	December 31, 2020
Out of the money options excluded:
$12.48	136,833	136,833	136,833
$12.84	4,167	4,167	4,167
$26.40	75,158	75,158	75,158

Out-of-the-money warrants excluded:
$4.67	131,816	—	—
$4.75	1,873,622	—	—
$5.76	196,135	—	196,135
$7.16	700,000	700,000	700,000
Total excluded	3,117,731	916,158	1,112,293

The equivalent common shares relating to our unvested restricted stock awards that were excluded from potential common shares used in the earning per share calculation due to having an anti-dilutive effect are:


	December 31, 2022		December 31, 2021		December 31, 2020
Excluded unvested restricted stock awards		45,618		276,709		249,391

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


	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020
Net loss	$	(23,140,750	)	$	(9,956,395	)	$	(14,812,156	)
Numerator, basic and diluted net loss available to stockholders	$	(23,140,750	)	$	(9,956,395	)	$	(14,812,156	)
Denominator:
Shares used in computation – basic:
Weighted average common shares outstanding		17,310,915			13,296,687			10,538,114
Shares used in computation – diluted:
Weighted average common shares outstanding		17,310,915			13,296,687			10,538,114
Net loss per share – basic and diluted	$	(1.34	)	$	(0.75	)	$	(1.41	)

Income Taxes

Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or the entire deferred tax asset will not be realized.

Stock-based Compensation

Our stock-based compensation is recorded in accordance with the guidance in the ASC topic for Stock-Based Compensation (see Note 13 Stockholders' Equity/(Deficit)).

Fair Value of Financial Instruments

Financial instruments consist of cash, evidence of ownership in an entity, and contracts that both (i) impose on one entity a contractual obligation to deliver cash or another financial instrument to a second entity, or to exchange other financial instruments on potentially unfavorable terms with the second entity, and (ii) conveys to that second entity a contractual right (a) to receive cash or another financial instrument from the first entity, or (b) to exchange other financial instruments on potentially favorable terms with the first entity. Accordingly, our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, derivative financial instruments and mortgage and loans payable. We carry cash and cash equivalents, accounts payable and accrued liabilities, and mortgage and loans payable at the approximate fair market value, and, accordingly, these estimates are not

necessarily indicative of the amounts that we could realize in a current market exchange. We carry derivative financial instruments at fair value as is required under current accounting standards.

Derivative financial instruments consist of financial instruments or other contracts that contain a notional amount and one or more underlying variables (e.g., interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. We generally do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we have entered into certain other financial instruments and contracts with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815 – Derivatives and Hedging, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements with changes in fair value reflected in our income.

We adopted ASC Topic 820 for certain financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

Fair Value Hierarchy

The three levels of inputs that may be used to measure fair value are as follows:

Level 1. Quoted prices in active markets for identical assets or liabilities.

Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions.

Level 3. Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data.

At December 31, 2022 and 2021, the Company did not have any financial instruments measured on a recurring basis.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

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:


	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020
Net loss	$	(23,140,750	)	$	(9,956,395	)	$	(14,812,156	)
Numerator, basic and diluted net loss available to stockholders	$	(23,140,750	)	$	(9,956,395	)	$	(14,812,156	)
Denominator:
Shares used in computation – basic:
Weighted average common shares outstanding		17,310,915			13,296,687			10,538,114
Shares used in computation – diluted:
Weighted average common shares outstanding		17,310,915			13,296,687			10,538,114
Net loss per share – basic and diluted	$	(1.34	)	$	(0.75	)	$	(1.41	)

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 table represents potential common shares calculated using the as if-converted method from outstanding options, stock awards and warrants that were excluded from the calculation of diluted EPS:


	December 31, 2022		December 31, 2021		December 31, 2020
Average market price during the period	$	4.22	$	6.50	$	5.06
In the money potential common shares from options excluded		643,841		22,493		22,493
In the money potential common shares from warrants excluded		5,490,893		2,781,314		2,585,179

Out of Money Potential Common Shares [Member]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

Potential common shares from out of the money options and warrants were also excluded from the computation of diluted EPS because calculation of the associated potential common shares has an anti-dilutive effect on EPS. The following table lists options and warrants that were excluded from diluted EPS.


Per share exercise price	December 31, 2022	December 31, 2021	December 31, 2020
Out of the money options excluded:
$12.48	136,833	136,833	136,833
$12.84	4,167	4,167	4,167
$26.40	75,158	75,158	75,158

Out-of-the-money warrants excluded:
$4.67	131,816	—	—
$4.75	1,873,622	—	—
$5.76	196,135	—	196,135
$7.16	700,000	700,000	700,000
Total excluded	3,117,731	916,158	1,112,293

Unvested Restricted Stock Awards Excluded from EPS [Member]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The equivalent common shares relating to our unvested restricted stock awards that were excluded from potential common shares used in the earning per share calculation due to having an anti-dilutive effect are:


	December 31, 2022		December 31, 2021		December 31, 2020
Excluded unvested restricted stock awards		45,618		276,709		249,391

Accounts Receivable And Other Related Party, Net (Tables)

12 Months Ended

Dec. 31, 2022

Summary of Accounts Receivable

Our accounts receivable consisted of the following:


	December 31, 2022		December 31, 2021
Related party (see NOTE 6)	$	7,515	$	268,867
Other		—		—
Accounts receivable, net	$	7,515	$	268,867

Short-term Notes Receivable Related Party, Net (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Short-Term Notes Receivable

Our short-term notes receivable consisted of the following:


	December 31, 2022		December 31, 2021
Related party (see NOTE 6)	$	1,576,717	$	—
Other		—		—
Short-term notes receivable, net	$	1,576,717	$	—

Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Summary of Other Current Assets

Our other current assets consist of the following:


	December 31, 2022		December 31, 2021
Prepaid expenses	$	722,025	$	732,562
Deposits		225,403		44,068
Total other current assets	$	947,428	$	776,630

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

Property and equipment consist of the following:


	December 31, 2022			December 31, 2021
Computers and peripherals	$	458,309		$	535,807
Furniture and office equipment		1,002,773			1,009,238
Marine equipment		6,675,944			4,057,870
Right to use asset, net		300,025			461,109
		8,437,051			6,064,024
Less: Accumulated depreciation		(5,390,559	)		(5,584,881	)
Property and equipment, net	$	3,046,492		$	479,143

Loans Payable (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Consolidated Notes Payable

The Company’s consolidated notes payable consisted of the following carrying values and related interest expense at:


	Note Payable		Interest Expense
	December 31,	December 31,	Year Ended December 31,
	2022	2021	2022	2021	2020
MINOSA 1	$14,750,001	$14,750,001	$1,122,681	$1,179,998	$1,183,230
MINOSA 2	5,050,000	5,050,000	562,336	504,998	506,381
Litigation financing	24,347,513	18,323,097	11,784,672	7,354,940	3,668,242
EIDL	149,900	149,900	4,014	10,102	—
Vendor note payable	484,009	484,009	58,080	58,083	58,240
Monaco	—	2,500,000	222,000	—	—
Seller note payable	1,400,000	—	20,712	—	—
D&O Insurance note payable	562,280	621,770	11,971	7,545	5,608
37North	—	—	300,000	—	—
	$46,743,703	$41,878,777

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Components of Accrued Expenses

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Accrued expenses consist of the following:


	December 31, 2022		December 31, 2021
Compensation and incentives	$	354,187	$	1,655,761
Professional services		470,546		1,475,522
Deposit		657,331		450,000
Interest		35,131,587		21,875,753
Accrued exploration license fees		3,867,553		1,765,301
Total accrued expenses	$	40,481,204	$	27,222,337

Stockholders' Equity (Deficit) (Tables)

12 Months Ended

Dec. 31, 2022

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 value of the stock options granted was determined using the Black-Scholes-Merton option-pricing model, 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. The options were valued with the following assumptions used for grants issued in the table below. Expected volatilities are based on 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. 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.


		2022
Risk free interest rate		3.75%
Expected life		5 years
Expected volatility		83.56%
Expected dividend yield		—
Grant-date fair value		2.45

The fair value of each option grant to the third-party consultant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants issued in the table below.


		2022
Risk free interest rate		3.71%
Expected life		5 years
Expected volatility		83.53%
Expected dividend yield		—
Grant-date fair value		2.34

Summary of Preferred Stock Allocated to Investors

The Purchase Agreement provides for the Company to issue and sell to the Investor shares of the Company’s preferred stock in the amounts set forth in the following table (numbers have been adjusted for the February 2016 reverse stock split):


Convertible Preferred Stock	Shares		Price Per Share		Total Investment
SeriesAA-1		8,427,004	$	12.00	$	101,124,048
SeriesAA-2		7,223,145	$	6.00		43,338,870
		15,650,149			$	144,462,918

Summary of Stock Option Activity

Additional information with respect to both plans stock option activity is as follows:


	Number of Shares		Weighted Average Exercise Price		Weighted Average Life
Outstanding at December 31, 2019		238,651	$	15.95
Granted		—	$	—
Exercised		—	$	—
Cancelled		—	$	—
Outstanding at December 31, 2020		238,651	$	15.95
Granted		—	$	—
Exercised		—	$	—
Cancelled		—	$	—
Outstanding at December 31, 2021		238,651	$	15.95
Granted		621,348	$	3.60
Exercised		—	$	—
Cancelled		—	$	—
Outstanding at December 31, 2022		859,999	$	7.02		4.08
Options exercisable at December 31, 2020		238,651	$	15.95		3.82
Options exercisable at December 31, 2021		238,651	$	15.95		4.82
Options exercisable at December 31, 2022		602,591	$	8.49		3.71

Stock Options Outstanding

The following table summarizes information about stock options outstanding at December 31, 2022:


	Stock Options Outstanding
Range of Exercise Prices	Number of Shares Outstanding		Weighted Average Remaining Contractual Life in Years		Weighted Average Exercise Price
$26.40 - $26.40		75,158		1.00	$	26.40
$12.48 - $12.84		141,000		2.00	$	12.49
$2.02 - $3.60		643,841		4.90	$	3.57
		859,999		4.08	$	7.02

Estimated Fair Value of Restricted Stock Award

The estimated fair value of each restricted stock award is calculated using the share price at the date of the grant. A summary of the status of the restricted stock awards as of December 31, 2022 and changes during the year ended December 31, 2022 is presented as follows:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested at December 31, 2021		276,709		$	6.54
Granted		88,328		$	3.27
Vested		(274,312	)	$	5.17
Cancelled		(45,107	)	$	10.59
Unvested at December 31, 2022		45,618		$	4.46

Summary of Common Stock Warrants Outstanding

The following table summarizes our common stock warrants outstanding at December 31, 2022:


Common Stock Warrants	Exercise Price	Termination Date
196,135	$5.76	07/08/2024
700,000	$7.16	11/02/2023
551,378	$3.99	**
131,816	$4.67	08/14/2023
1,873,622	$4.75	02/25/2024
4,939,515	$3.35	12/10/2027
8,392,466

** A five-year term commences upon the earliest occurrence of either Trigger Date A or Trigger Date B. Trigger Date A is the date on which the Claimholder ceases the Subject Claim for any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claim, see Note 10 Loans Payable – Litigation Financing.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Components of Provision for Income Tax (Benefits) are Attributable to Continuing Operations

The components of the provision for income tax (benefits) are attributable to continuing operations as follows:


	December 31, 2022		December 31, 2021		December 31, 2020
Current
Federal	$	—	$	—	$	—
State		—		—		—
	$	—	$	—	$	—
Deferred
Federal	$	—	$	—	$	—
State		—		—		—
	$	—	$	—	$	—

Significant Components of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities are as follows:


	December 31, 2022	December 31, 2021
Deferred tax assets:
Net operating loss and tax credit carryforwards	$83,383,006	$72,201,754
Capital loss carryforward	—	5,514
Accrued expenses	—	363,149
Start-up costs	6,033	5,664
Excess of book over tax depreciation	240,231	259,667
Stock option and restricted stock award expense	1,806,546	1,429,488
Debt Extinguishment	61,945	58,161
Less: valuation allowance	(85,268,067)	(74,138,667)
	$229,694	$184,730
Deferred tax liability:
Property and equipment basis	$50,174	$10,434
Prepaid expenses	179,520	174,296
	$229,694	$184,730
Net deferred tax asset	$—	$—

Schedule of Change in Valuation Allowance

The change in the valuation allowance is as follows:


December 31, 2022	$	85,268,067
December 31, 2021		74,138,667
Change in valuation allowance	$	11,129,400

Schedule of Federal and State income Tax Provision (Benefit)

The federal and state income tax provision (benefit) is summarized as follows for the years ended:


	December 31, 2022			December 31, 2021			December 31, 2020
Expected (benefit)	$	(6,485,498	)	$	(3,386,834	)	$	(4,429,419	)
Effects of:
State income taxes net of federal benefits		(1,698,583	)		(570,116	)		(940,302	)
Nondeductible expense		78,422			(56,839	)		150,238
Subpart F Income		33,040			735,229			345,006
Debt Extinguishment		—			—			91,266
Funder Loan Proceeds		—			—			2,482,252
Change in valuation allowance		11,480,322			6,229,371			4,815,784
Foreign Rate Differential		(3,407,703	)		(2,950,811	)		(2,514,825	)
	$	—		$	—		$	—

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Lessor, Operating Lease, Payments to be Received, Maturity [Table Text Block]

The remaining lease payment obligations are as follows:


Year ending December 31,	Annual payment obligation
2023	$	156,524
2024		92,884
	$	249,408

FLORIDA

Lessor, Operating Lease, Payments to be Received, Maturity [Table Text Block]

The remaining lease payment obligations are as follows:


Year ending December 31,	Annual payment obligation
2023	$	53,382
2024		40,930
	$	94,312

Quarterly Financial Data - Unaudited (Tables)

12 Months Ended

Dec. 31, 2022

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data - Unaudited

The following tables present certain unaudited consolidated quarterly financial information for each of the past eight quarters ended December 31, 2022 and 2021. This quarterly information has been prepared on the same basis as the consolidated financial statements and includes all adjustments necessary to state fairly the information for the periods presented.


	Fiscal Year ended December 31, 2022
	Quarter Ending
	March 31			June 30			September 30			December 31
Revenue – net	$	299,606		$	390,278		$	358,409		$	286,409
Gross profit		299,606			390,278			358,409			286,409
Net income (loss)		(8,230,229	)		(4,683,485	)		(5,455,229	)		(4,771,807	)
Basic and diluted net income per share	$	(0.57	)	$	(0.30	)	$	(0.28	)	$	(0.19	)

	Fiscal Year Ended December 31, 2021
	Quarter Ending
	March 31			June 30			September 30			December 31
Revenue – net	$	291,676		$	182,334		$	197,051		$	250,177
Gross profit		291,676			182,334			197,051			250,177
Net income (loss)		(3,720,218	)		(2,227,499	)		(4,085,297	)		76,619
Basic and diluted net income per share	$	(0.29	)	$	(0.17	)	$	(0.31	)	$	0.02

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Short-term investment maturity period	3 months
Exploration license impairments	$ 0	$ 0	$ 0
Weighted average number of common shares outstanding	17,310,915	13,296,687	10,538,114
Fair Value, Recurring [Member]
Property, Plant and Equipment [Line Items]
Fair value, net asset (liability)	$ 0	$ 0
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, estimated useful life	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, estimated useful life	30 years

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	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Average market price during the period	$ 4.22	$ 6.50	$ 5.06
Potential common shares excluded from EPS	3,117,731	916,158	1,112,293
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common shares excluded from EPS	643,841	22,493	22,493
Warrant Derivatives [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common shares excluded from EPS	5,490,893	2,781,314	2,585,179

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share for Out of Money Potential Common Shares (Detail) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Out of the money options and warrants excluded	3,117,731	916,158	1,112,293
Stock Options With an Exercise Price of $12.48 per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Out of the money options and warrants excluded	136,833	136,833	136,833
Stock Options With an Exercise Price of $12.84 per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Out of the money options and warrants excluded	4,167	4,167	4,167
Stock Options With an Exercise Price of $26.40 per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Out of the money options and warrants excluded	75,158	75,158	75,158
Stock Options With an Exercise Price of $4.67 per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Out of the money options and warrants excluded	131,816
Stock Options With an Exercise Price of $4.75 per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Out of the money options and warrants excluded	1,873,622
Stock Options With an Exercise Price of $5.76 per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Out of the money options and warrants excluded	196,135		196,135
Stock Options With an Exercise Price of $7.16 per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Out of the money options and warrants excluded	700,000	700,000	700,000

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share for Out of Money Potential Common Shares (Parenthetical) (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Stock Options With an Exercise Price of $12.48 per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options exercise price per share	$ 12.48	$ 12.48	$ 12.48
Stock Options With an Exercise Price of $12.84 per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options exercise price per share	12.84	12.84	12.84
Stock Options With an Exercise Price of $26.40 per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options exercise price per share	26.40	26.40	26.40
Stock Options With an Exercise Price of $4.67 per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options exercise price per share	4.67	4.67	4.67
Stock Options With an Exercise Price of $4.75 per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options exercise price per share	4.75	4.75	4.75
Stock Options With an Exercise Price of $5.76 per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options exercise price per share	5.76	5.76	5.76
Stock Options With an Exercise Price of $7.16 per Share [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options exercise price per share	$ 7.16	$ 7.16	$ 7.16

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share, Unvested Restricted Stock Awards (Detail) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Excluded unvested restricted stock awards	3,117,731	916,158	1,112,293
Unvested Restricted Stock Awards Excluded from EPS [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Excluded unvested restricted stock awards	45,618	276,709	249,391

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								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Net loss	$ (4,771,807)	$ (5,455,229)	$ (4,683,485)	$ (8,230,229)	$ 76,619	$ (4,085,297)	$ (2,227,499)	$ (3,720,218)	$ (23,140,750)	$ (9,956,395)	$ (14,812,156)
Numerator, basic and diluted net loss available to stockholders									$ (23,140,750)	$ (9,956,395)	$ (14,812,156)
Shares used in computation – basic:
Weighted average common shares outstanding									17,310,915	13,296,687	10,538,114
Shares used in computation – diluted:
Weighted average common shares outstanding									17,310,915	13,296,687	10,538,114
Net loss per share - basic	$ (0.19)	$ (0.28)	$ (0.30)	$ (0.57)	$ 0.02	$ (0.31)	$ (0.17)	$ (0.29)	$ (1.34)	$ (0.75)	$ (1.41)
Net loss per share - diluted	$ (0.19)	$ (0.28)	$ (0.30)	$ (0.57)	$ 0.02	$ (0.31)	$ (0.17)	$ (0.29)	$ (1.34)	$ (0.75)	$ (1.41)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Concentration of Credit Risk - Additional Information (Detail)	Dec. 31, 2022 USD ($)
Risks and Uncertainties [Abstract]
Amount of loan outstanding with variable interest rate	$ 0

Accounts Receivable And Other Related Party, Net - Summary of Accounts Receivable (Detail) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable, net	$ 7,515	$ 268,867
Related Party [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross	7,515	268,867
Other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross	$ 0	$ 0

Short-Term Notes Receivable Related Party, Net - Schedule of Short-Term Notes Receivable (Detail) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Short-term notes receivable, net	$ 1,576,717	$ 0
Related Party [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Short-term notes receivable, net	1,576,717	0
Other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Short-term notes receivable, net	$ 0	$ 0

Other Current Assets - Summary of Other Current Assets (Detail) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 722,025	$ 732,562
Deposits	225,403	44,068
Total other current assets	$ 947,428	$ 776,630

Property and Equipment - Summary of Property and Equipment (Detail) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 8,437,051	$ 6,064,024
Less: Accumulated depreciation	(5,390,559)	(5,584,881)
Total property and equipment	3,046,492	479,143
Computers and Peripherals [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	458,309	535,807
Furniture and Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,002,773	1,009,238
Marine Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	6,675,944	4,057,870
Right to use asset, net [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 300,025	$ 461,109

Investments In Unconsolidated Entity - Additional Information (Detail) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2022	Dec. 31, 2012	Dec. 31, 2021
Schedule of Equity Method Investments [Line Items]
Investment carrying value		$ 4,404,717		$ 3,253,950
Greg Stemm [Member]
Schedule of Equity Method Investments [Line Items]
Investment carrying value		4,404,717		$ 3,253,950
Chatham Rock Phosphate, Ltd. [Member]
Schedule of Equity Method Investments [Line Items]
Investment carrying value		$ 0
Deep sea mining exploratory services			$ 1,680,000
Shares received from CRP	141,884		9,320,348
Outstanding equity stake in CRP	1.00%
Neptune Minerals, Inc. [Member]
Schedule of Equity Method Investments [Line Items]
Ownership percentage		14.00%
Investment carrying value		$ 0
Neptune Minerals, Inc. [Member] \| Common Class A [Member]
Schedule of Equity Method Investments [Line Items]
Investment carrying value		$ 0
Neptune Minerals, Inc. [Member] \| Common Class B Non Voting Shares [Member]
Schedule of Equity Method Investments [Line Items]
Current investment position in NMI		3,092,488
Aggregate number of shares converted		261,200
Neptune Minerals, Inc. [Member] \| Series A Preferred Non Voting Shares [Member]
Schedule of Equity Method Investments [Line Items]
Current investment position in NMI		2,612
Dorado Ocean Resources, Ltd. [Member]
Schedule of Equity Method Investments [Line Items]
Loss from unconsolidated entity		$ 21,300,000

Loans Payable - Schedule of Consolidated Notes Payable (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 02, 2022
Debt Instrument [Line Items]
Loans payable	$ 46,743,703	$ 41,878,777
MINOSA 1
Debt Instrument [Line Items]
Loans payable	14,750,001	14,750,001
Interest expense	1,122,681	1,179,998	$ 1,183,230
MINOSA 2
Debt Instrument [Line Items]
Loans payable	5,050,000	5,050,000
Interest expense	562,336	504,998	506,381
Litigation financing
Debt Instrument [Line Items]
Loans payable	24,347,513	18,323,097
Interest expense	11,784,672	7,354,940	3,668,242
EIDL
Debt Instrument [Line Items]
Loans payable	149,900	149,900
Interest expense	4,014	10,102	0
Vendor note payable
Debt Instrument [Line Items]
Loans payable	484,009	484,009
Interest expense	58,080	58,083	58,240
Monaco
Debt Instrument [Line Items]
Loans payable	0	2,500,000
Interest expense	222,000	0	0
Seller note payable
Debt Instrument [Line Items]
Loans payable	1,400,000	0		$ 1,400,000
Interest expense	20,712	0	0
D&O Insurance note payable
Debt Instrument [Line Items]
Loans payable	562,280	621,770
Interest expense	11,971	7,545	5,608
37North
Debt Instrument [Line Items]
Loans payable	0	0
Interest expense	$ 300,000	$ 0	$ 0

Loans Payable - MINOSA 1 - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2022 USD ($) Tranches	Dec. 31, 2017	Mar. 11, 2015 USD ($)
MINOSA 2 [Member]
Debt Instrument [Line Items]
Debt instrument, threshold payment term	60 days	60 days
Stock Purchase Agreement [Member] \| MINOSA 1 [Member] \| Oceanica Call Option [Member] \| Oceanica Resources S. de. R.L [Member]
Debt Instrument [Line Items]
Share purchase agreement expiration date	Mar. 30, 2016
Stock granted during period, value	$ 40,000,000.0
Stock granted during period, percentage	54.00%
Call option expiration date	Mar. 11, 2016
Stock Purchase Agreement [Member] \| MINOSA 1 [Member] \| Promissory Note [Member]
Debt Instrument [Line Items]
Interest rate, stated percentage	8.00%
Promissory note outstanding amount	$ 14,750,000
Debt instrument maturity date	Mar. 18, 2017
Debt instrument face amount	$ 14,750,000
Number of advances \| Tranches	5
Stock Purchase Agreement [Member] \| MINOSA 2 [Member] \| Promissory Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount			$ 14,750,000

Loans Payable - MINOSA 2 - Additional Information (Detail)			12 Months Ended
	Jul. 15, 2021 USD ($)	Aug. 10, 2017 USD ($) Days $ / shares	Dec. 31, 2022 USD ($) Cuota Days $ / shares	Dec. 31, 2017	Mar. 30, 2021 $ / shares	Mar. 11, 2015 USD ($)
Debt Instrument [Line Items]
Number of trading days \| Days			20
Minosa Purchase Agreement [Member] \| Loans Payable [Member]
Debt Instrument [Line Items]
Debt , maximum borrowing capacity		$ 3,000,000.0
Amount of loan outstanding		2,700,000
Epsilon Acquisitions, LLC [Member]
Debt Instrument [Line Items]
Conversion price of Notes \| $ / shares					$ 3.52
Epsilon Acquisitions, LLC [Member] \| Notes Payable, Other Payables [Member]
Debt Instrument [Line Items]
Debt conversion amount		$ 2,000,000.0
Pledged units of ownership \| Cuota			54,000,000
MINOSA 2 [Member]
Debt Instrument [Line Items]
Debt instrument, threshold payment term			60 days	60 days
Debt Instrument, acceleration clause description			The obligations under the Minosa Note may be accelerated upon the occurrence of specified events of default including (a) our failure to pay any amount payable under the Minosa Note on the date due and payable; (b) our failure to perform or observe any term, covenant, or agreement in the Minosa Note or the related documents, subject to a five-day cure period; (c) the occurrence and expiration of all applicable grace periods, if any, of an event of default or material breach by us under any of the other loan documents; (d) the termination of the SPA; (e) commencement of certain specified dissolution, liquidation, insolvency, bankruptcy, reorganization, or similar cases or actions by or against us, in specified circumstances unless dismissed or stayed within 60 days; (f) the entry of a judgment or award against us in excess of $100,000; and (g) the occurrence of a change in control (as defined in the Minosa Note).
Judgment amount for acceleration of indebtedness			$ 100,000
Minimum aggregate offering price			$ 3,000,000.0
Debt, interest expense	$ 159,082
Long-Term Debt	$ 404,633
MINOSA 2 [Member] \| Stock Purchase Agreement [Member] \| Promissory Note [Member]
Debt Instrument [Line Items]
Aggregate amount issuable						$ 14,750,000
MINOSA 2 [Member] \| Loans Payable [Member]
Debt Instrument [Line Items]
Interest rate, stated percentage		10.00%
Debt instrument, threshold payment term		60 days
Number of trading days \| Days		75
Conversion price of Notes \| $ / shares		$ 4.35	$ 4.35

Loans Payable - MINOSA 1 and MINOSA 2 -Additional Information (Details) - Subsequent Event [Member] - USD ($)	Mar. 06, 2023	Mar. 03, 2023
Unsecured Convertible Promissory Note [Member] \| Mr. Pignatelli [Member]
Debt Instrument [Line Items]
Debt instrument face amount	$ 500,000
Conversion price of Notes	$ 3.78
Interest rate, stated percentage	10.00%
Termination Agreement [Member] \| MINOSA [Member]
Debt Instrument [Line Items]
Common stock issued for conversion and settlement of convertible debt and accounts payable , Shares		304,879
AHMSA [Member] \| Termination Agreement [Member]
Debt Instrument [Line Items]
Termination payment		$ 9,000,000.0
Termination agreement date		Mar. 06, 2023
MINOSA 2 [Member] \| Unsecured Convertible Promissory Note [Member] \| Mr. Pignatelli [Member]
Debt Instrument [Line Items]
Debt instrument face amount	$ 404,634
Conversion price of Notes	$ 4.35
Aggregate accrued interest	$ 630,231

Loans Payable - Litigation Financing Note - Additional Information (Detail) - USD ($)					1 Months Ended	12 Months Ended
	Mar. 06, 2023	Jun. 14, 2021	Dec. 12, 2020	Jun. 14, 2019	Jan. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Loans payable						$ 46,743,703	$ 41,878,777
Amount receivable related to a loss contingency						25,011,049	18,472,997
Litigation Financing [Member]
Debt discount amount						353,996	649,928
Loans payable						24,347,513	18,323,097
Litigation Financing [Member] \| Loans Payable [Member]
Debt discount amount						146,897	293,793
Loans payable						24,347,513	18,323,097
Amount receivable related to a loss contingency						24,848,406	19,266,818
Amended and Restated International Claims Enforcement Agreement [Member]
Litigation Settlement Loans Payable					$ 2,200,000
Litigation Settlement Loans Payable Transaction Costs					$ 200,000
Common stock and warrants sold					3.99
Second Amended and Restated International Claims Enforcement Agreement [Member]
Claims Payment Maximum Amount			$ 20,000,000
Litigation Settlement Loans Payable Transaction Costs			200,000			$ 80,000
Third Amended And Restated International Claims Enforcement Agreement [Member]
Claims Payment Maximum Amount		$ 25,000,000
IncreaseDecreaseInClaimsAmountAgreedToBeFinancedInConnectionWithLitigationToBeSettled		$ 5,000,000.0
ClaimsAmountAgreedToBeFinancedInConnectionWithLitigationToBeSettledDescription		The Third Restated Agreement requires the Claimholder to request $2.5 million of the Incremental Amount (the "First $2.5 Million"). Within 15 days after exhaustion of the First $2.5 Million, the Claimholder may either (a) request the remaining $2.5 million (the "Second $2.5 Million") of the Incremental Amount or (b) notify the Funder that the Claimholder has decided to self-fund the Second $2.5 Million.
Waiver Agreement [Member] \| Subsequent Event [Member]
Nonrefundable fee	$ 1,000,000
Waiver Agreement [Member] \| Litigation Financing [Member] \| Subsequent Event [Member]
Claims Payment Maximum Amount	5,000,000
Nonrefundable fee	1,000,000
Waiver Agreement [Member] \| Maximum [Member] \| Litigation Financing [Member] \| Subsequent Event [Member]
Claims Payment Maximum Amount	$ 5,000,000
Phase Three [Member] \| Second Amended and Restated International Claims Enforcement Agreement [Member]
Claims Payment Maximum Amount			$ 10,000,000
Pending Litigation [Member] \| Phase One [Member] \| Proceeds One [Member]
Description of conditions for distribution of proceeds to the claimholder and funder				first, 100.0% to the Funder, until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder under Phase I;
Pending Litigation [Member] \| Phase One [Member] \| Proceeds Two [Member]
Description of conditions for distribution of proceeds to the claimholder and funder				second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an IRR of 20% of Claims Payments paid by the Funder under Phase I ("Phase I Compensation"), per annum; and
Pending Litigation [Member] \| Phase One [Member] \| Proceeds Three [Member]
Description of conditions for distribution of proceeds to the claimholder and funder				thereafter, 100.0% to the Claimholder.
Pending Litigation [Member] \| Phase Two [Member] \| Proceeds One [Member]
Description of conditions for distribution of proceeds to the claimholder and funder				first, 100.0% to the Funder until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder under Phases I and II;
Pending Litigation [Member] \| Phase Two [Member] \| Proceeds Two [Member]
Description of conditions for distribution of proceeds to the claimholder and funder				second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an additional 300.0% of Phase I Investment Amount; plus an additional 300% of the Tranche A Committed Amount (i.e. 300.0% of $3.5 million), less any amounts remaining of the Tranche A Committed Amount that the Funder did not pay as Claims Payments; plus an additional 300.0% of the Tranche B Committed Amount (i.e. 300.0% of $1.5 million), if the Claimholder exercises the Tranche B funding option, less any amounts remaining of the Tranche B Committed Amount that the Funder did not pay as Claims Payments;
Pending Litigation [Member] \| Phase Two [Member] \| Proceeds Three [Member]
Description of conditions for distribution of proceeds to the claimholder and funder				third, for each $10,000 in specified fees and expenses paid by the Funder under Phase I and Phase II and any amounts over each $10,000 of the Tranche A Committed Amount and the Tranche B Committed Amount (if the Claimholder exercises the Tranche B funding option), 0.01% of the total Proceeds from any recoveries after repayment of (i) and (ii) above, to the Funder; and
Pending Litigation [Member] \| Phase Two [Member] \| Proceeds Four [Member]
Description of conditions for distribution of proceeds to the claimholder and funder				thereafter, 100% to the Claimholder.
Poplar Falls LLC [Member] \| Maximum [Member]
Common stock and warrants sold						551,378
Poplar Falls LLC [Member] \| Pending Litigation [Member]
Claims Payment Maximum Amount				$ 6,500,000
Proceeds from advance								$ 2,000,000.0
Payments of Financing Costs								200,000
Debt discount amount								1,063,811
Amortization of Debt Discount						$ 295,932	241,034	172,849
Interest from the fee amortization						$ 146,896	$ 133,993	$ 52,214
Poplar Falls LLC [Member] \| Pending Litigation [Member] \| Phase One [Member]
Claims Payment Maximum Amount				1,500,000
Cost Of Funding The Claims For Litigation				80,000
Poplar Falls LLC [Member] \| Pending Litigation [Member] \| Phase Two [Member]
Claims Payment Maximum Amount				5,000,000
Cost Of Funding The Claims For Litigation				80,000
Poplar Falls LLC [Member] \| Pending Litigation [Member] \| Phase Two [Member] \| Tranch A [Member]
Claims amount option to request				3,500,000
Poplar Falls LLC [Member] \| Pending Litigation [Member] \| Phase Two [Member] \| Tranch B [Member]
Claims amount option to request				$ 1,500,000

Loans Payable - Emergency Injury Disaster Loan - Additional Information (Detail) - Emergency Injury Disaster Loan [Member]	Jun. 26, 2020 USD ($)
Debt instrument face amount	$ 149,900
Debt instrument interest rate	3.75%
Debt instrument periodic payment	$ 731
Debt instrument maturity period	30 years

Loans Payable - Vendor Note Payable - Additional Information (Detail) - USD ($)		12 Months Ended
	Jun. 30, 2018	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Trade payable, interest bearing interest rate		12.00%
Trade payable in accounts payable		$ 484,009
Collateral asset carrying value		0
Proceeds from sale of marine equipment		0	$ 342,125	$ 0
Magellan Offshore Services Ltd [Member] \| Minimum [Member]
Contingent liability		$ 300,000
Magellan Offshore Services Ltd [Member] \| Marine Equipment [Member]
Proceeds from sale of marine equipment	$ 1,000,000.0
Contingent liability	$ 500,000
Collateral Agreement [Member]
Debt instrument maturity date		Aug. 31, 2018

Loans Payable - Monaco - Additional Information (Detail) - USD ($)				12 Months Ended
	Jun. 30, 2022	Oct. 14, 2021	Oct. 04, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Loans Payable, Noncurrent				$ 25,011,049	$ 18,472,997
Gain (loss) on debt extinguishment				0	$ 374,835	$ (777,484)
Repayments of notes payable				2,200,000
Termination And Settlement Agreement [Member]
Debt instrument, number of shares		6,500,000
Debt Conversion, Converted Instrument, Amount		$ 500,000	$ 2,500,000
Debt Instrument, Convertible, Conversion Price			$ 6.60
Debt Conversion, Original Debt, Amount			$ 6,500,000
Debt conversion into equity			500,000
Debt Instrument, Face Amount			14,500,000
Extinguishment of debt principle,accrued interest and accounts payable		$ 8,574,366
Termination And Settlement Agreement [Member] \| Additional Paid-in Capital [Member]
BCF amount recorded				$ 232,175
Termination Agreement [Member]
Gain (loss) on debt extinguishment			5,200,000
Extinguishment of debt principle,accrued interest and accounts payable			14,700,000
Payment of debt extinguishment amount			$ 9,500,000
Repayments of notes payable	$ 2,500,000
Not Later Than December One Two Thousand Twenty One. [Member]
Debt instrument, number of shares			984,848
Debt Conversion, Converted Instrument, Amount			$ 3,000,000.0

Loans Payable - Seller Note Payable - Additional Information (Detail) - USD ($)	Dec. 02, 2022	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Loans payable		$ 46,743,703	$ 41,878,777
Seller note payable
Debt Instrument [Line Items]
Comanche ROV related tooling items and spares	$ 2,500,000
Payment on acquisition of assets	1,100,000
Loans payable	$ 1,400,000	$ 1,400,000	$ 0
Debt instrument interest rate	20.00%
Debt instrument maturity date	Jun. 05, 2024

Loans Payable - D&O Insurance Note Payable - Additional Information (Detail) - D&O Insurance note payable	Nov. 01, 2022	Dec. 01, 2021
Debt Instrument [Line Items]
Debt instrument interest rate	4.95%	2.00%
Debt instrument maturity date	Oct. 31, 2023	Nov. 30, 2022

Loans Payable - 37 North - Additional Information (Detail) - USD ($)			1 Months Ended		12 Months Ended
	Jun. 29, 2022	Jun. 06, 2022	Aug. 14, 2022	Aug. 01, 2022	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Debt Conversion, Description					Anytime from 30 days after the maturity date, 37N had 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) 125% of the amount of the indebtedness, by (B) the lower of $5.94 and 70% of the 10-day VWAP.
Shares Outstanding Post Conversion \| %					19.90%
Percentage of outstanding voting securities					19.90%
Percentage of payment of unpaid principal amount			125.00%	115.00%	110.00%
Debt Instrument, maturity date, Description			Anytime, after the 30th day after the maturity date (July 25, 2022), we were permitted to prepay all (but not less than) an amount equal to 125% of the unpaid amount of the indebtedness	From the maturity date to 29 days after the maturity date (July 24, 2022), we were permitted to prepay all (but not less than) an amount equal to 115% of the unpaid amount of the indebtedness.
Prepayment notice prior to repayment, Period					10 days
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%
Repayments of notes payable					$ 2,200,000
Amount receivable related to a loss contingency					25,011,049		$ 18,472,997
Note One To Note Thirteen [Member]
Accrued interest on debt					$ 35,131,587		$ 21,875,753
Note Purchase Agreement [Member]
Repayments of notes payable	$ 2,200,000	$ 100,000
Note Purchase Agreement [Member] \| Convertible Debt [Member]
Aggregate amount issuable						$ 2,000,000

Loans Payable - Accounting Considerations - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
Repayments of notes payable	$ 2.2
Percentage of face value of note	110.00%

Loans Payable - Galileo - Additional Information (Details) - Galileo [Member] - Promissory Note [Member] - Subsequent Event [Member]	Feb. 28, 2023 USD ($)
Debt Instrument [Line Items]
Debt instrument face amount	$ 300,000
Debt instrument interest rate	11.00%
Debt instrument, payable date	Apr. 01, 2023

Loans Payable - DP SPCI LLC - Additional Information - (Details) - USD ($) $ / shares in Units, $ in Millions	Mar. 06, 2023	Jul. 10, 2022	Jun. 10, 2022	Aug. 21, 2020
Debt Instrument [Line Items]
Class of warrant or right, Number of securities called by warrants or rights		4,939,515	4,939,515	1,901,985
Exercise Price		$ 3.35		$ 4.75
Purchase Agreement [Member] \| Subsequent Event [Member]
Debt Instrument [Line Items]
Debt instrument interest rate	11.00%
Outstanding principal percentage	120.00%
Exercise Price	$ 3.78
Closing Price	120.0
Maximum [Member] \| Purchase Agreement [Member] \| Subsequent Event [Member]
Debt Instrument [Line Items]
Class of warrant or right, Number of securities called by warrants or rights	3,703,704
Maximum [Member] \| Purchase Agreement [Member] \| Promissory Note [Member] \| Subsequent Event [Member]
Debt Instrument [Line Items]
Debt instrument face amount	$ 14.0

Accrued Expenses - Components of Accrued Expenses (Detail) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Compensation and incentives	$ 354,187	$ 1,655,761
Professional services	470,546	1,475,522
Deposit	657,331	450,000
Interest	35,131,587	21,875,753
Accrued exploration license fees	3,867,553	1,765,301
Total accrued expenses	$ 40,481,204	$ 27,222,337

Accrued Expenses - Additional Information (Detail) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Earnest Money Deposit	$ 657,331	$ 450,000
CIC [Member]
Earnest Money Deposit		$ 450,000

Related Party Transactions - Additional Information (Detail) - USD ($)			12 Months Ended
	Dec. 13, 2022	Jul. 15, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Accrued interest receivable			$ 61,009	$ 0	$ 0
Note 6 - MINOSA 2 [Member]
Related Party Transaction [Line Items]
Long-term Debt		$ 404,633
Debt, interest expense		$ 159,082
Note 6 - MINOSA 2 [Member] \| Loans Payable [Member]
Related Party Transaction [Line Items]
Conversion price of Notes			$ 4.35
Deep Sea Mineral Company, CIC, LLC [Member]
Related Party Transaction [Line Items]
Value of the equipment purchased			$ 207,330
Reimbursement of the equipment purchased			136,860
Back Office Technical and Support Services [Member] \| Deep Sea Mineral Company, CIC, LLC [Member]
Related Party Transaction [Line Items]
Related party expenses			1,334,702	$ 921,238	$ 2,038,332
Loan Agreement [Member] \| Deep Sea Mineral Company, CIC, LLC [Member]
Related Party Transaction [Line Items]
Convertible notes payable			1,350,000
Interest rate, stated percentage	18.00%
Debt default interest rate	3.00%
Carrying value of note receivable			1,061,009
Accrued interest receivable			61,009
Advance amount paid	$ 1,000,000
Debt discount amount	$ 350,000		288,991
Accrued interest receivable			12,649
Services Agreement [Member] \| Deep Sea Mineral Company, CIC, LLC [Member]
Related Party Transaction [Line Items]
Interest rate, stated percentage	1.50%
Carrying value of note receivable			$ 503,059
Debt instrument maturity date	Apr. 30, 2023
OMEX Deep Sea Mineral Company [Member]
Related Party Transaction [Line Items]
Equity Method Investment Ownership Interest			11.50%
Class B [Member] \| Loan Agreement [Member]
Related Party Transaction [Line Items]
Conversion price of Notes	$ 1.00
Class A [Member] \| Loan Agreement [Member]
Related Party Transaction [Line Items]
Conversion price of Notes	$ 1.00
Maximum [Member] \| Services Agreement [Member] \| Deep Sea Mineral Company, CIC, LLC [Member]
Related Party Transaction [Line Items]
Related party expenses	$ 600,000

Deferred Income and Revenue Participation Rights - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2022 USD ($) $ / Security shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Deferred Revenue Arrangement [Line Items]
Deferred revenue	$ 0	$ 3,818,750	$ 0
"Seattle" Project [Member]
Deferred Revenue Arrangement [Line Items]
Percentage of revenue owed to certificate holder per each million invested	1.00%
Common shares issued per unit \| shares	100,000
Galt Resources, LLC [Member] \| HMS Victory Project [Member]
Deferred Revenue Arrangement [Line Items]
Deferred revenue	$ 3,756,250
Revenue Participation Certificates [Member] \| "Seattle" Project [Member]
Deferred Revenue Arrangement [Line Items]
Revenue participation certificates per unit value \| $ / Security	50,000
Deferred revenue		$ 62,500

Stockholders' Equity (Deficit) - Additional Information (Detail)											12 Months Ended
	Dec. 09, 2022 shares	Dec. 08, 2022 shares	Jul. 10, 2022 USD ($) $ / shares shares	Jun. 10, 2022 USD ($) shares	Aug. 21, 2020 USD ($) $ / shares shares	Aug. 14, 2020 $ / shares shares	Aug. 31, 2019 $ / shares	Jul. 09, 2019	Jul. 08, 2019 $ / shares shares	Jun. 09, 2015 USD ($) shares	Dec. 31, 2022 USD ($) IncentivePlan Days $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Mar. 26, 2019 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares			$ 3.35		$ 4.75
Number of trading days \| Days											20
Number of stock incentive plans \| IncentivePlan											3
Stock incentive plan expiration date											Aug. 31, 2015
Share-based compensation expense \| $											$ 1,811,551	$ 1,250,585	$ 420,648
Number of stock options granted											621,348	0	0
Aggregate intrinsic values of options exercisable \| $											$ 127,605	$ 55,392	$ 98,129
Aggregate intrinsic values of options outstanding \| $											202,587	55,392	98,129
Aggregate intrinsic values of options exercised \| $											0	0	0
Unrecognized compensation cost related to unvested \| $											$ 628,767
Unrecognized compensation cost related to unvested expected remaining											2 years 21 days
Total fair value of shares vested \| $											$ 1,412,087	0	0
Number of warrants											8,392,466
Class of warrant or right, Number of securities called by warrants or rights			4,939,515	4,939,515	1,901,985
Sale of stock, Number of shares issued in transaction			4,939,515	4,939,515	2,553,314
Offering costs paid on sale of common stock \| $			$ 1,800,000	$ 1,800,000	$ 300,000
Warrants, expiration beginning date			Dec. 10, 2022
Warrants, expiration date			Jun. 10, 2027
Proceeds from Issuance of Common Stock \| $											$ 16,512,375	0	11,315,000
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right					0.6
Purchase price of warrant \| $ / shares			$ 3.35		$ 4.543
Offering Fee Included in Offering Expenses \| $					$ 200,000
Gain on Cuota Appreciation Rights extinguishment \| $											$ 315,235	$ 0	$ 0
Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options granted	604,243
Employees or Outside Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options granted												0	0
Third Party Consultant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options granted		17,105										0	0
Poplar Falls LLC [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares											$ 3.99
Note And Warrant Purchase Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares						$ 4.67					$ 12.00
Number of warrants											65,625
Class of warrant or right, Number of securities called by warrants or rights						131,996
Warrants, expiration date						Aug. 14, 2023		Jul. 21, 2021	Jul. 12, 2024
Note And Warrant Purchase Agreement [Member] \| Second Amendment Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares									$ 5.756
Class of warrant or right, Number of securities called by warrants or rights									196,135
2015 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award authorized by board										450,000
Minimum [Member] \| Series AA-2 Convertible Preferred Stock [Member] \| Penelope Mining LLC [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Closing price of common stock \| $ / shares											$ 15.12
Maximum [Member] \| Poplar Falls LLC [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock and warrants sold											551,378
Incentive Stock Options [Member] \| 2015 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award authorized by board										450,000
Additional shares authorized for stock-based compensation											200,000
Incentive Stock Options [Member] \| 2019 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award authorized by board														1,600,000
Additional shares authorized for stock-based compensation											2,400,000
Unvested Restricted Stock Awards Excluded from EPS [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of restricted stock, awards vested \| $											$ 2,310,598	$ 1,213,525	$ 653,653
Fair value of unvested restricted stock awards \| $											$ 176,998	$ 1,438,887	$ 1,770,676
Weighted-average grant date fair value of restricted stock awards \| $ / shares											$ 3.27	$ 7.05	$ 4.00
Weighted-average remaining contractual term											2 years 3 months 18 days	1 year 1 month 6 days	2 years
Total unrecognized compensation cost related to unvested restricted stock awards \| $											$ 203,481
Cuota Appreciation Rights [Member] \| Key Employee Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested and Outstanding											385,580
Cuota Appreciation Rights [Member] \| Non Employee Director Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested and Outstanding											292,663
Cuota Appreciation Rights [Member] \| Carrying Value [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Value of cuotas of Oceanica \| $ / shares											$ 3.00
Cuota Appreciation Rights [Member] \| Fair Value [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Value of cuotas of Oceanica \| $ / shares							$ 1.00
Cuota Appreciation Rights [Member] \| Maximum [Member] \| Key Employee Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award authorized by board											750,000
Cuota Appreciation Rights [Member] \| Maximum [Member] \| Director Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award authorized by board											600,000
Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of warrant or right, Number of securities called by warrants or rights													56,228
Proceeds from Issuance of Common Stock \| $			$ 14,700,000		$ 11,200,000
Common Stock [Member] \| Incentive Stock Options [Member] \| 2015 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of incentive option granted											With respect to each grant of an ISO to a participant who is not a ten percent stockholder, the exercise price shall not be less than the fair market value of a share on the date the ISO is granted. With respect to each grant of an ISO to a participant who is a ten percent stockholder, the exercise price shall not be less than one hundred ten percent (110%) of the fair market value of a share on the date the ISO is granted.
Maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year										83,333
Maximum aggregate amount of cash that may be paid in cash to any person during any calendar year \| $										$ 2,000,000
Common Stock [Member] \| Incentive Stock Options [Member] \| Minimum [Member] \| 2015 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Eligible employee threshold percentage											10.00%
Purchase price of common stock percentage											(110.00%)

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) - $ / shares	Dec. 09, 2022	Dec. 08, 2022
Employee
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk free interest rate	3.75%
Expected life	5 years
Expected volatility	83.56%
Grant-date fair value	$ 2.45
Third Party Consultant
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk free interest rate		3.71%
Expected life		5 years
Expected volatility		83.53%
Grant-date fair value		$ 2.34

Stockholders' Equity (Deficit) - Summary of Preferred Stock Allocated to Investors (Detail) - Penelope Mining LLC [Member]	Dec. 31, 2022 USD ($) $ / shares shares
Preferred Stock [Line Items]
Shares \| shares	15,650,149
Total Investment \| $	$ 144,462,918
Series AA-1 Convertible Preferred Stock [Member]
Preferred Stock [Line Items]
Shares \| shares	8,427,004
Price Per Share \| $ / shares	$ 12.00
Total Investment \| $	$ 101,124,048
Series AA-2 Convertible Preferred Stock [Member]
Preferred Stock [Line Items]
Shares \| shares	7,223,145
Price Per Share \| $ / shares	$ 6.00
Total Investment \| $	$ 43,338,870

Stockholders' Equity (Deficit) - Summary of Stock Option Activity (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Number of Shares, Outstanding, Beginning	238,651	238,651	238,651
Number of Shares, Granted	621,348	0	0
Number of Shares, Exercised	0	0	0
Number of Shares, Cancelled	0	0	0
Number of Shares, Outstanding, Ending	859,999	238,651	238,651
Number of Shares, Options exercisable	602,591	238,651	238,651
Weighted Average Exercise Price Outstanding, Beginning	$ 15.95	$ 15.95	$ 15.95
Weighted Average Exercise Price, Granted	3.60	0	0
Weighted Average Exercise Price, Exercised	0	0	0
Weighted Average Exercise Price, Cancelled	0	0	0
Weighted Average Exercise Price, Outstanding, Ending	7.02	15.95	15.95
Weighted Average Exercise Price, Options exercisable	$ 8.49	$ 15.95	$ 15.95
Weighted Average Life , Outstanding, Ending	4 years 29 days
Weighted Average Life , Options exercisable	3 years 8 months 15 days	4 years 9 months 25 days	3 years 9 months 25 days

Stockholders' Equity (Deficit) - Stock Options Outstanding (Detail)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of Shares Outstanding \| shares	859,999
Weighted Average Remaining Contractual Life in Years	4 years 29 days
Weighted Average Exercise Price	$ 7.02
Range One [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Prices (Minimum)	26.40
Range of Exercise Prices (Maximum)	$ 26.40
Number of Shares Outstanding \| shares	75,158
Weighted Average Remaining Contractual Life in Years	1 year
Weighted Average Exercise Price	$ 26.40
Range Two [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Prices (Minimum)	12.48
Range of Exercise Prices (Maximum)	$ 12.84
Number of Shares Outstanding \| shares	141,000
Weighted Average Remaining Contractual Life in Years	2 years
Weighted Average Exercise Price	$ 12.49
Range Three [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Prices (Minimum)	2.02
Range of Exercise Prices (Maximum)	$ 3.60
Number of Shares Outstanding \| shares	643,841
Weighted Average Remaining Contractual Life in Years	4 years 10 months 24 days
Weighted Average Exercise Price	$ 3.57

Stockholders' Equity (Deficit) - Estimated Fair Value of Restricted Stock Award (Detail) - Unvested Restricted Stock Awards Excluded from EPS [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares Unvested, Beginning Balance	276,709
Number of Shares, Granted	88,328
Number of Shares, Vested	(274,312)
Number of Shares, Cancelled	(45,107)
Number of Shares Unvested, Ending Balance	45,618	276,709
Weighted Average Grant Date Fair Value Unvested, Beginning Balance	$ 6.54
Weighted Average Grant Date Fair Value, Granted	3.27	$ 7.05	$ 4.00
Weighted Average Grant Date Fair Value, Vested	5.17
Weighted Average Grant Date Fair Value, Cancelled	10.59
Weighted Average Grant Date Fair Value Unvested, Ending Balance	$ 4.46	$ 6.54

Stockholders' Equity (Deficit) - Summary of Common Stock Warrants Outstanding (Detail) - $ / shares		12 Months Ended
	Jul. 10, 2022	Dec. 31, 2022	Aug. 21, 2020
Class of Warrant or Right [Line Items]
Common Stock Warrants		8,392,466
Exercise Price	$ 3.35		$ 4.75
Termination Date	Jun. 10, 2027
Class of Warrant One [Member]
Class of Warrant or Right [Line Items]
Common Stock Warrants		196,135
Exercise Price		$ 5.76
Termination Date		Jul. 08, 2024
Class of Warrant Two [Member]
Class of Warrant or Right [Line Items]
Common Stock Warrants		700,000
Exercise Price		$ 7.16
Termination Date		Nov. 02, 2023
Class of Warrant Three [Member]
Class of Warrant or Right [Line Items]
Common Stock Warrants		551,378
Exercise Price		$ 3.99
Class of Warrant Four [Member]
Class of Warrant or Right [Line Items]
Common Stock Warrants		131,816
Exercise Price		$ 4.67
Termination Date		Aug. 14, 2023
Class of Warrant Five [Member]
Class of Warrant or Right [Line Items]
Common Stock Warrants		1,873,622
Exercise Price		$ 4.75
Termination Date		Feb. 25, 2024
Class of Warrant Six [Member]
Class of Warrant or Right [Line Items]
Common Stock Warrants		4,939,515
Exercise Price		$ 3.35
Termination Date		Dec. 10, 2027

Income Taxes - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Taxes [Line Items]
Net deferred tax asset	$ 0	$ 0
Federal [Member]
Income Taxes [Line Items]
Net operating loss carryforwards subject to expiration	$ 230,000,000.0
Net operating loss carryforwards expiration year	2025
Net operating loss carryforwards expiration year	2035
Net operating loss carryforwards, indefinitely	$ 55,000,000.0
Foreign [Member]
Income Taxes [Line Items]
Net operating loss carryforwards subject to expiration	83,500,000
2025 Through 2027 [Member]
Income Taxes [Line Items]
Net operating loss carryforwards subject to expiration	47,000,000.0
2028 Through 2037 [Member]
Income Taxes [Line Items]
Net operating loss carryforwards subject to expiration	$ 128,000,000.0

Income Taxes - Schedule of Components of Provision for Income Tax (Benefits) are Attributable to Continuing Operations (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current
Federal	$ 0	$ 0	$ 0
State	0	0	0
Total	0	0	0
Deferred
Federal	0	0	0
State	0	0	0
Total	$ 0	$ 0	$ 0

Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss and tax credit carryforwards	$ 83,383,006	$ 72,201,754
Capital loss carryforward		5,514
Accrued expenses		363,149
Start-up costs	6,033	5,664
Excess of book over tax depreciation	240,231	259,667
Stock option and restricted stock award expense	1,806,546	1,429,488
Debt Extinguishment	61,945	58,161
Less: valuation allowance	(85,268,067)	(74,138,667)
Deferred tax assets	229,694	184,730
Deferred tax liability:
Property and equipment basis	50,174	10,434
Prepaid expenses	179,520	174,296
Deferred tax liabilities	229,694	184,730
Net deferred tax asset	$ 0	$ 0

Income Taxes - Schedule of Change in Valuation Allowance (Detail)	12 Months Ended
	Dec. 31, 2022 USD ($)
Income Tax Disclosure [Abstract]
Valuation allowance	$ 74,138,667
Change in valuation allowance	11,129,400
Valuation allowance	$ 85,268,067

Income Taxes - Schedule of Income (Loss) Before Income Taxes (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Expected (benefit)	$ (6,485,498)	$ (3,386,834)	$ (4,429,419)
Effects of:
State income taxes net of federal benefits	(1,698,583)	(570,116)	(940,302)
Nondeductible expense	78,422	(56,839)	150,238
Subpart F Income	33,040	735,229	345,006
Debt Extinguishment		0	91,266
Funder Loan Proceeds		0	2,482,252
Change in valuation allowance	11,480,322	6,229,371	4,815,784
Foreign Rate Differential	(3,407,703)	(2,950,811)	(2,514,825)
Income tax provision (benefit)	$ 0	$ 0	$ 0

Major Customers - Additional Information (Detail) - Customer Concentration Risk [Member] - Customer	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items]
Number of customers	1	1
Sales Revenue, Net [Member] \| 1 Customer [Member]
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items]
Customers accounted from total revenue	100.00%	100.00%

Commitments and Contingencies - Lease payment obligations (Detail)	Dec. 31, 2022 USD ($)
Total	$ 1,443,421
FLORIDA
2023	53,382
2024	40,930
Total	94,312
Non-cancellable
2023	156,524
2024	92,884
Total	$ 249,408

Commitments and Contingencies - Additional Information (Detail) - USD ($)				1 Months Ended	3 Months Ended	12 Months Ended
	Jul. 10, 2022	Jun. 10, 2022	Aug. 21, 2020	Mar. 31, 2016	Sep. 30, 2019	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Other Commitments [Line Items]
Cash and cash equivalents						$ 1,443,421
Working capital deficit						60,700,000
Total assets						13,281,836	$ 8,908,887
Cash Lease Obligation						$ 1,443,421
Annual increases of base rent						3.00%
Sale of stock, Number of shares issued in transaction	4,939,515	4,939,515	2,553,314
Class of warrant or right, Number of securities called by warrants or rights	4,939,515	4,939,515	1,901,985
Offering costs paid on sale of common stock	$ 1,800,000	$ 1,800,000	$ 300,000
Net proceeds received from sale of stock						$ 16,512,375	0	$ 11,315,000
Lease rent expense						218,000	$ 216,000	$ 194,000
Common Stock [Member]
Other Commitments [Line Items]
Net proceeds received from sale of stock		$ 14,700,000
Building [Member]
Other Commitments [Line Items]
Lease Obligation						$ 590,612
Rate Of Discount Used						10.00%
Right Of Use Asset						$ 590,612
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]						Property Plant And Equipment Subject to Operating Leases
Corporate Office Space [Member]
Other Commitments [Line Items]
Lease Obligation						$ 229,657
Tenure Of Lease Agreement						5 years
Right Of Use Asset						$ 218,098
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]						Property Plant And Equipment Subject to Operating Leases
Marine Operations [Member]
Other Commitments [Line Items]
Lease Obligation						$ 86,138
Right Of Use Asset						$ 81,927
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]						Property Plant And Equipment Subject to Operating Leases
FLORIDA
Other Commitments [Line Items]
Effective Date Of Operating Lease Agreement						Oct. 01, 2019
Cash Lease Obligation						$ 94,312
Lease Obligation						$ 202,424
Rate Of Discount Used						10.00%
Tenure Of Lease Agreement						5 years
Right Of Use Asset						$ 202,424
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]						Property Plant And Equipment Subject to Operating Leases
Maximum [Member]
Other Commitments [Line Items]
Consultants contingent success fees				$ 700,000
Maximum [Member] \| Building [Member]
Other Commitments [Line Items]
Monthly Lease Payments						$ 13,269
Maximum [Member] \| FLORIDA
Other Commitments [Line Items]
Monthly Lease Payments					$ 4,547
Minimum [Member] \| Building [Member]
Other Commitments [Line Items]
Monthly Lease Payments						$ 11,789
Minimum [Member] \| FLORIDA
Other Commitments [Line Items]
Monthly Lease Payments					$ 4,040

Quarterly Financial Data - Unaudited (Detail) - USD ($)	3 Months Ended								12 Months Ended
Quarterly Financial Data - Unaudited (Detail) - USD ($)	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Selected Quarterly Financial Information [Abstract]
Revenue - net	$ 286,409	$ 358,409	$ 390,278	$ 299,606	$ 250,177	$ 197,051	$ 182,334	$ 291,676	$ 1,334,702	$ 921,238	$ 2,038,332
Gross profit	286,409	358,409	390,278	299,606	250,177	197,051	182,334	291,676
Net income (loss)	$ (4,771,807)	$ (5,455,229)	$ (4,683,485)	$ (8,230,229)	$ 76,619	$ (4,085,297)	$ (2,227,499)	$ (3,720,218)	$ (23,140,750)	$ (9,956,395)	$ (14,812,156)
Net income per share - basic	$ (0.19)	$ (0.28)	$ (0.30)	$ (0.57)	$ 0.02	$ (0.31)	$ (0.17)	$ (0.29)	$ (1.34)	$ (0.75)	$ (1.41)
Net income per share - diluted	$ (0.19)	$ (0.28)	$ (0.30)	$ (0.57)	$ 0.02	$ (0.31)	$ (0.17)	$ (0.29)	$ (1.34)	$ (0.75)	$ (1.41)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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