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OMR has an interesting history on the fund raising side. While not germane to the issue of valuation, here is a recap of their history post reverse merger:
Remarc International, Inc. merged with Universal Capital Corporation, a manufactured shell. The company subsequently changed its name to Odyssey Marine Exploration, Inc. (OMR-AMEX). The transaction closed on August 8, 1997.
Universal Capital Corporation was incorporated in Colorado on March 5, 1986 with the stated purpose “…to evaluate, structure and complete a merger with, or acquisition of, prospects consisting of private companies, partnerships or sole partnerships.”
According to the 8-K filed on August 22, 1997, the shareholders of Odyssey Marine Exploration received 7,475,00 shares of the new company, equal to a 90.44% interest in the company. The old shareholders of Universal Capital, including the President of the company who received 180,000 shares as compensation for services related to the transaction, received 790,002 shares, equal to a 9.56% interest in the company. Subsequent to the close of the transaction, Odyssey Marine was able to convert $1,169,131 of debt into 1,870,776 shares. As of February 28, 1998, there were 10,104,879 shares of common stock outstanding. All of these numbers have been adjusted for a one-for-five reverse stock split.
In the years subsequent to the completion of the reverse merger, Odyssey funded its operations by very aggressively raising funds and settling liabilities through the issuance of additional common stock. During the three-year period ending February 28, 2001, the company raised $1,181,790 through the sale of 3,719,319 shares of its common stock. Additionally, it issued 1,608,716 shares as compensation for services and settled liabilities totaling $901,051 through the issuance of 2,182,394 shares. The company also issued 250,000 shares for marketable securities with a value of $50,000.
On February 28, 2001, the company raised $3 million through the sale of 864,008 common shares and 850,000 Series B preferred shares. The Series B preferred shares were valued at $2,723,189. Each of the preferred shares, which in the aggregate had a liquidation preference of $2,975,000, was entitled to ten votes.
As of February 28, 2001, the company had 17,865,536 common shares outstanding.
The Series B preferred shares were converted into 8,500,000 common shares on October 16, 2001.
During the two-year period ending February 28, 2003, the company raised $2,699,017 through the sale of 2,337,800 shares. Additionally, 9,550 shares were issued as compensation for services rendered to the company and 9,000 shares were issued in settlement of debts totaling $9,000.
On September 19, 2002, the company sold one (1) share of Series C Convertible Preferred Stock, convertible into 400,000 shares of common stock, for $500,000.
As of February 28, 2003, there were 28,721,866 shares outstanding.
Subsequent to the end of fiscal 2003, various parties were issued an aggregate of 205,963 common shares as compensation for services valued at $134,750. Additionally, a total of 978,009 shares were issued in settlement of debts totaling $1,141,500.
On August 6, 2003, the company raised gross proceeds of $5 million through the sale of 4 million shares of common stock. On November 24, 2003, the company raised $6,55,625 through the exercise of warrants and options for 2,748,300 shares.
During 2003, the holder of the Series C Convertible preferred share converted the share into 400,000 shares of common stock.
As of December 31, 2003, the company had 37,152,099 shares of common stock outstanding.
The details for the reverse merger are included in the company’s 10-K for the period ending February 28, 1998, filed on June 1, 1998, and in a 8-K filed on August 22, 1997:
sec.gov
sec.gov |
