Item 4.01 Changes in Registrant’s Certifying Accountant.

On March 30, 2023, Warren Averett, LLP (“Warren Averett”) notified Odyssey Marine Exploration, Inc. (“Odyssey” or “us”) that it would decline to stand for re-appointment as our independent auditor for the fiscal year ending December 31, 2023 and beyond. Warren Averett advised Odyssey that its decision not to stand for re-appointment was due to Warren Averett’s transition away from conducting audits of public companies.

Warren Averett’s audit reports on the financial statements for the two years ended December 31, 2021 and December 31, 2020, did not contain, and its audit report on the financial statements for the year ended December 31, 2022 is not expected to contain, an adverse opinion or disclaimer of opinion, and they were not (or are not expected to be) qualified or modified as to audit scope or accounting principles. Warren Averett’s audit report for the two years ended December 31, 2021 and 2020, contained, and its audit report for the year ended December 31, 2022, is expected to contain, an explanatory uncertainty paragraph regarding our ability to continue as a going concern.

During the two years ended December 31, 2022 and December 31, 2021, (i) there were no disagreements with Warren Averett on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Warren Averett, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on our financial statements for such years; and (ii) there were no “reportable events” of the kind described in Item 304(a)(1)(v) of Regulation S-K.

We requested that Warren Averett furnish us with a letter addressed to the Securities Exchange Commission stating whether Warren Averett agrees with the statements contained above. A copy of the letter from Warren Averett to the Securities Exchange Commission is filed as an exhibit hereto.

In view of Warren Averett’s decision not to stand for re-appointment as our independent auditor, the Audit Committee of our Board of Directors completed a competitive process to review the appointment of our independent registered public accounting firm for the year ending December 31, 2023. As a result of this process and following careful deliberation, on or about March 30, 2023, we engaged Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. The decision to select Grant Thornton LLP was approved by our Audit Committee on March 30, 2023.

During the two years ended December 31, 2022 and December 31, 2021, and during the interim period through the date of our engagement of Grant Thornton LLP, we did not consult with Grant Thornton LLP on items that: (i) concerned the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and no written report or oral advice was provided to us that Grant Thornton LLP concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) concerned the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or reportable events (as described in paragraph (a)(1)(iv) of said Item 304). The selection of Grant Thornton LLP does not reflect any disagreements with or dissatisfaction by us, our Audit Committee, or our Board of Directors with the performance of our prior independent auditors Warren Averett for the fiscal years ended December 31, 2022 and December 31, 2021.