Item 4.01. Change in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On January 21, 2020, Odyssey Marine Exploration, Inc. (the "Company"), engaged
Warren Averett ("WA") as its independent registered public accounting firm for
the fiscal year ending December 31, 2019, and dismissed Ferlita, Walsh,
Gonzalez & Rodriguez, P.A. ("Ferlita") as the independent registered public
accounting firm of the Company. The Company's decision to change its auditors
was approved by the Audit Committee (the "Audit Committee") of the Company's
Board of Directors.
The reports of Ferlita on the Company's consolidated financial statements as of
and for the year ended December 31, 2018 and the year ended December 31, 2017
did not contain an adverse opinion or a disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting principles
except for the uncertainty modification related to the Company's ability to
continue as a going concern as disclosed in the opinion for both years.
During the years ended December 31, 2018 and December 31, 2017 and the
subsequent period January 1, 2019 through January 21, 2020, there were no
disagreements with Ferlita on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to Ferlita's satisfaction, would have caused
Ferlita to make reference to the subject matter thereof in connection with its
report for such year; or reportable events, as described under Item 304(a)(1)(v)
of Regulation S-K.
The Company provided Ferlita with a copy of the disclosures it is making in this
Current Report on Form 8-K and requested from Ferlita a letter addressed to the
Securities and Exchange Commission indicating whether it agrees with such
disclosures. A copy of Ferlita's letter dated January 24, 2020 is attached as
Exhibit 16.1.
(b) Engagement of New Independent Registered Public Accounting Firm
Contemporaneous with the determination to dismiss Ferlita, the Audit Committee
engaged Warren Averett as the Company's independent registered public accounting
firm for the year ending December 31, 2019. The Company believes transitioning
to a larger accounting firm is beneficial at this time considering the Company's
near-term and long-term plans.
Item 8.01. Other Events.
On January 22, 2020, Odyssey was notified by NASDAQ that the Company regained
compliance as of January 21, 2020 with the standard for continued listing on The
Nasdaq Capital Market, related to the $35.0 million market value of listed
securities. This followed a notification from NASDAQ on January 6, 2020 that
provided 180 calendar days, or until July 6, 2020, to regain compliance after
our market capitalization fell below the required minimum of $35.0 million for
30 consecutive trading days. The January 6, 2020 notification was previously
disclosed on Form 8-K that was filed by Odyssey Marine Exploration, Inc. with
the Securities and Exchange Commission on January 10, 2020.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
16.1 Letter of Ferlita, Walsh, Gonzalez & Rodriguez, P.A. dated January
24, 2020.
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