UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 29, 2016
O
DYSSEY
M
ARINE
E
XPLORATION
, I
NC
.
(Exact name of registrant as specified in its charter)
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Nevada
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001-31895
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84-1018684
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5215 West Laurel Street
Tampa, Florida 33607
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (813) 876-1776
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On June 29, 2016, Odyssey Marine Exploration, Inc. (“Odyssey”) filed a Certificate of Withdrawal of Certificate of Designation with
the Nevada Secretary of State relating to Odyssey’s Series D Convertible Preferred Stock, par value $0.0001 per share (“Series D Preferred Stock”). No shares of Series D Preferred Stock were outstanding. A copy of the
Certificate of Withdrawal is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(a)
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Financial Statements of Businesses Acquired.
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Not applicable.
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(b)
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Pro Forma Financial Information.
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Not applicable.
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(c)
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Shell Company Transactions.
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Not applicable.
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3.1
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Certificate of Withdrawal of Certificate of Designation of Series D Convertible Preferred Stock.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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O
DYSSEY
M
ARINE
E
XPLORATION
, I
NC
.
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Dated: July 6, 2016
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By:
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/s/ Jay A. Nudi
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Jay A. Nudi
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Chief Accounting Officer
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Exhibit 3.1
*150403*
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BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
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Certificate of Withdrawal of
Certificate of Designation
(PURSUANT TO NRS 78.1955(6))
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Filed in the office of
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Document Number
20160293524-74
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Barbara K. Cegavske
Secretary of
State
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Filing Date and Time
06/29/2016 8:33 AM
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State of Nevada
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Entity Number
C18418-1997
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USE BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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Certificate of Withdrawal of
Certificate of Designation
for Nevada Profit Corporations
(Pursuant to NRS 78.1955(6))
1. Name of
corporation:
Odyssey Marine Exploration, Inc.
2. Following is the resolution by the board of directors authorizing the withdrawal of Certificate of Designation establishing the classes or series of stock:
NOW,
THEREFORE, BE IT RESOLVED, that the Certificate of Designation (the “Designation”) for the series of preferred stock, par value $0.0001 per share, designated as “Series D Convertible Preferred Stock” (the “Series D
Shares”) be withdrawn.
RESOLVED, FURTHER, that the President and the Secretary of the Corporation, hereby are
authorized and directed to prepare, execute, verify, file and record a certificate with the Secretary of State of Nevada pursuant to Nevada R.S. 78.1955(6) to withdraw the Designation and to make any other filings with the Secretary of State of
Nevada as may be required or deemed necessary to withdraw the Designation and to give force and effect to the foregoing resolution.
3. No shares of
the class or series of stock being withdrawn are outstanding.
4. Signature: (required)
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X
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Signature of Officer
Mark D. Gordon, President
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Filing Fee: $175.00
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State Withdrawal of Designation
Revised: 1-5-15
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