Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

On January 6, 2020, Odyssey Marine Exploration, Inc. (the "Company") was notified by the Listing Qualifications Staff of The NASDAQ Stock Market LLC ("NASDAQ") that the Company did not satisfy the minimum $35 million market value of the listed securities requirement for 30 consecutive business days, as required under NASDAQ Listing Rule 5550(b)(2) for the Nasdaq Capital Market. In accordance with the NASDAQ Listing Rules, the Company has been provided a 180 calendar day period, ending July 6, 2020, to regain compliance with the market capitalization requirement. In order to achieve compliance, the Company must evidence a market value of listed securities of at least $35 million for a minimum of ten consecutive business days, four of which have already been achieved.

The notice has no present impact on the listing of the Company's securities on NASDAQ.





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