Odyssey Marine wins SEC clearance for its merger and sets a 1-for-25 reverse split

Odyssey Marine Exploration said the SEC declared its merger registration statement effective on October 15, 2026, and that it will combine 25 shares into one on October 28, 2026, reducing its share count to about 2.3 million from about 58.6 million. Stockholders vote on the merger with American Ocean Minerals Corporation on December 2, 2026.

An SEC effectiveness order puts the merger before stockholders

Odyssey Marine Exploration said the registration statement covering its merger with American Ocean Minerals Corporation was declared effective by the SEC on October 15, 2026. The Form 8-K reports the effectiveness time as 4:30 Eastern Time. A definitive proxy statement and prospectus was filed the same day and will be mailed to stockholders beginning on or about October 19, 2026, ahead of a special meeting scheduled for December 2, 2026, at 10:00 a.m. Eastern Time. Stockholders will vote on issuing Odyssey shares for the merger, as Nasdaq listing rules require, and the board unanimously recommends every proposal.

What the 1-for-25 split does to the share count

The split was approved by stockholders on June 1, 2026, within an authorized range of 1-for-20 to 1-for-25, and the board fixed the final ratio at 1-for-25 on June 15, 2026. It takes effect on October 28, 2026, for holders of record at the close of business on October 26, 2026. Every 25 pre-split shares become one, and Odyssey expects the count to fall to about 2.3 million shares from about 58.6 million shares. On the company's own approximate counts, that is a reduction of about 96.08%. Trading on a split-adjusted basis begins when the market opens on October 29, 2026, under the same OMEX ticker and a new CUSIP, 676118300. Par value stays at $0.0001 per share and Computershare Trust Company is the exchange agent. Book-entry and brokerage holders need take no action, and fractional shares are paid out in cash. The company says the split is meant to lift the trading price of the stock and reduce stockholder transaction costs, and it also covers shares issuable on exercise of outstanding warrants and stock options, with proportionate adjustments to their exercise prices and under Odyssey's equity incentive plans. Authorized common stock also rises to 82 million shares from 75 million.

The split is a financing condition, not a cosmetic fix

Odyssey frames the split as a requirement of the deal rather than a housekeeping step. The release calls completion of the split “a condition to the obligation of certain investors to provide financing to AOMC and Odyssey”, and says the merger agreement requires the company to use reasonable best efforts to carry it out. That is the mechanism a reader should hold on to: without the split, the committed financing for the combined company's operations would not have to be provided. The release gives no dollar amount for that financing and does not identify the investors.

A 2026 equity plan joins the December ballot

The other disclosure item in the Form 8-K is about compensation rather than a management change. The board adopted and approved a 2026 Equity Incentive Plan on October 15, 2026, subject to stockholder approval, and a proposal to approve it will be voted on at the special meeting. The plan's terms are summarized in the registration statement amendment filed on October 7, 2026, under the equity plan proposal. The reverse split itself is not on the ballot because stockholders already approved it; the December votes cover the share issuance and the plan.

Closing still depends on a vote and unnamed conditions

Odyssey and American Ocean Minerals continue to work toward completion “subject to stockholder approval and the satisfaction or waiver of other applicable closing conditions.” The filing does not state merger consideration terms, combined-company financials or a closing date, and it lists the failure to obtain required approvals as a risk. After closing, Odyssey is expected to be renamed American Ocean Minerals Corporation, with the combined company trading as AOMC on Nasdaq. The Form 8-K dates the merger agreement to April 8, 2026.

Dates that decide the outcome

The record date for the split is October 26, 2026, the effective date is October 28, 2026, and adjusted trading starts on October 29, 2026. The definitive proxy statement and prospectus is expected to reach stockholders from about October 19, 2026. The special meeting is set for December 2, 2026, at 10:00 a.m. Eastern Time, and the vote count at that meeting, and any further closing announcements after it, are the next hard checkpoints for holders.