| 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.
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. |
